NEW YORK, November 04, 2022–(BUSINESS WIRE)–VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential asset real estate investment trust, today announced the pricing of an underwritten public offering of 16,500 000 common shares subject to the forward sales contracts described below, which will result in gross proceeds of approximately $509.9 million (assuming such forward sales contracts are physically settled) before fees of offer.
The underwriters were also granted a 30-day option to purchase up to an additional 2,475,000 shares. The offering is expected to close on November 8, 2022, subject to customary closing conditions.
BofA Securities and Citigroup are acting as underwriters in the offering. The Underwriters may offer the Common Shares from time to time for sale in one or more transactions on the NYSE, over-the-counter, through negotiated transactions or otherwise at market prices prevailing at the time of the sale, at prices linked to prevailing market prices or at negotiated prices.
The Company has entered into separate forward sale agreements with BofA Securities and Citibank, NA (or their respective affiliates) (the “Forward Purchasers”) in respect of the Common Shares covered by the Offer. Under the Forward Sales Agreements, the Forward Purchasers or their respective affiliates are expected to borrow and sell to the Underwriters all of the Common Shares to be delivered under the Offering.
Subject to its right to elect settlement in cash or in shares under certain conditions, the Company intends to deliver, upon full physical settlement of the forward sales contracts on one or more dates specified by the Company occurring no later than later than approximately twelve months after the date of the prospectus supplement relating to the offering, an aggregate of 16,500,000 common shares to prospective purchasers (or 18,975,000 common shares if the underwriters exercise their stock option in full) in exchange for the aggregate gross proceeds, before any offering costs, which will amount to approximately $509.9 million (or $586.3 million if the underwriters exercise their call option). additional shares in whole), and will be subject to certain adjustments provided for in the forward sale agreements.
The Company will not initially receive any proceeds from the sale of Common Shares by the Forward Purchasers or their respective affiliates. The Company expects to use any cash proceeds it receives in the future settlement of forward sales contracts in connection with or in connection with the Company’s ongoing business and operations, including the financing of the pipeline of the Company for the acquisition, development and improvement of properties, the origination and financing of loans secured directly or indirectly by real estate, and other general business purposes, which may include capital expenditure , working capital and repayment or refinancing of debt.
The offering is being made pursuant to an effective shelf registration statement and will only be made by means of a preliminary prospectus supplement and related prospectus relating to this offering and the accompanying base prospectus, a copy may be obtained from: BofA Securities, Attn: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001 (e-mail: [email protected] com); Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (800) 831-9146.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. prior to registration or qualification. under the securities laws of such state or territory.
About VICI properties
VICI Properties Inc. is an S&P 500® experiential real estate investment fund that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including Caesars Palace Las Vegas, MGM Grand and The Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties’ national and geographically diverse portfolio consists of 43 market-leading properties comprising over 122 million square feet and includes approximately 58,700 hotel rooms and over 450 restaurants, bars, nightclubs and sportsbooks. Its properties are leased to leading gaming and hospitality operators including Caesars Entertainment, Inc., Century Casinos, Inc., Eastern Band of Cherokee Indians, Hard Rock International Inc., JACK Entertainment LLC, MGM Resorts International , Penn Entertainment, Inc., and The Venetian Las Vegas. The company has a growing array of investment and funding partnerships with non-gaming experiential operators, including Great Wolf Resorts, Cabot, Canyon Ranch and Chelsea Piers. VICI Properties also owns four championship golf courses and 34 acres of undeveloped or undeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the highest quality and most productive experiential real estate portfolio in the country.
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes”, “believes”, “estimates”, “expects”, “guidance”, “intends”, “plans”, “projects” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements, as they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the control of the Company and could materially affect actual results, performance or achievements. Significant risk factors that could affect the Company’s business, results of operations and financial condition (including those arising from the COVID-19 pandemic and resulting changes in economic conditions and risks relating to ongoing transactions of the Company) are detailed from time to time. time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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Executive Vice President, Chief Financial Officer
Vice President, Acquisitions and Finance