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
100,000,000 shares of its common stock at a public offering price
of $21.50 per share. The Company is issuing and selling 35,000,000
shares directly to the underwriters at closing and the underwriters
are purchasing 65,000,000 shares related to the forward sale
agreements described below. The Company granted the underwriters a
30-day option to purchase up to an additional 15,000,000 shares.
The offering is expected to close on June 28, 2019, subject to
customary closing conditions.
BofA Merrill Lynch, Deutsche Bank Securities, Goldman Sachs
& Co. LLC, and Morgan Stanley are acting as joint book-running
managers and as representatives of the underwriters for the
offering. Citigroup, Citizens Capital Markets, J.P. Morgan and
Wells Fargo Securities are acting as bookrunners for the offering.
Barclays, UBS Investment Bank, Baird, Credit Suisse, Evercore ISI,
Jefferies, Ladenburg Thalmann, Nomura, Stifel, SunTrust Robinson
Humphrey and Union Gaming are acting as co-managers for the
offering.
The Company has entered into forward sale agreements with each
of BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman
Sachs & Co. LLC and Morgan Stanley & Co. LLC (or their
respective affiliates) (the “forward purchasers”) with respect to
65,000,000 shares of common stock. In connection with the forward
sale agreements, the forward purchasers or their respective
affiliates are expected to borrow and sell to the underwriters an
aggregate of 65,000,000 shares that will be delivered in the
offering.
Subject to its right to elect cash or net share settlement under
certain conditions, the Company intends to deliver, upon full
physical settlement of such forward sale agreements on one or more
dates specified by the Company occurring no later than
approximately 15 months following the completion of the offering,
an aggregate of 65,000,000 shares of common stock to the forward
purchasers in exchange for cash proceeds per share equal to the
applicable forward sale price, which will initially be the public
offering price less the underwriting discount and will be subject
to certain adjustments as provided in the forward sale
agreements.
The Company will receive proceeds from its direct sale of
35,000,000 shares of common stock in the offering, but it will not
initially receive any proceeds from the sale of shares by the
forward purchasers or their respective affiliates. The Company
expects to use the net proceeds from its direct sale of shares in
the offering to fund a portion of the purchase price for its
pending acquisitions of the JACK Cincinnati Casino, the Mountaineer
Casino, Racetrack & Resort, the Lady Luck Casino Caruthersville
and the Isle Casino Cape Girardeau, and for general business
purposes, including the acquisition and improvement of other
properties, capital expenditures, working capital and the repayment
of indebtedness.
The Company expects to use any cash proceeds that it receives
upon the future settlement of the forward sale agreements to fund a
portion of its previously announced transaction with Eldorado
Resorts, Inc. and for general business purposes, including the
acquisition and improvement of other properties, capital
expenditures, working capital and the repayment of
indebtedness.
The offering is being made pursuant to an effective shelf
registration statement and will be made only by means of a
prospectus supplement relating to such offering and the
accompanying base prospectus, a copy of which may be obtained, when
available, from: BofA Securities, Inc., Attention: Prospectus
Department, NC1-004-03-43, 200 North College Street, 3rd Floor,
Charlotte NC 28255-0001 (email: dg.prospectus_requests@baml.com);
Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall
Street, New York, NY 10005, (telephone: (800) 503-4611 or email:
prospectus.CPDG@db.com); Goldman Sachs & Co. LLC, Attention:
Prospectus Department, 200 West Street, New York, NY 10282
(telephone: (866) 471-2526 or email:
prospectus-ny@ny.email.gs.com); and Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014 (email: prospectus@morganstanley.com).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any 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 any such state or
jurisdiction.
About VICI Properties
VICI Properties is an experiential real estate investment trust
that owns one of the largest portfolios of market-leading gaming,
hospitality and entertainment destinations, including the
world-renowned Caesars Palace. VICI Properties’ national,
geographically diverse portfolio consists of 23 gaming facilities
comprising over 40 million square feet and features approximately
15,200 hotel rooms and more than 150 restaurants, bars and
nightclubs. Its properties are leased to industry leading gaming
and hospitality operators, including Caesars Entertainment
Corporation and Penn National Gaming, Inc. VICI Properties also
owns four championship golf courses and 34 acres of undeveloped
land adjacent to the Las Vegas Strip. VICI Properties’ strategy is
to create the nation’s highest quality and most productive
experiential real estate portfolio.
Forward-Looking Statements
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 because they
involve known and unknown risks, uncertainties, and other factors
which are, in some cases, beyond the Company’s control and could
materially affect actual results, performance, or achievements.
Important risk factors that may affect the Company’s business,
results of operations and financial position are detailed from time
to time in the Company’s filings with the Securities and Exchange
Commission, and include, among others, risks related to the method
of settlement of the Company’s forward sale agreements, and the
form and amount of proceeds of such settlement. The Company does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as may be required by
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190625006048/en/
Investors: Investors@viciproperties.com (646)
949-4631
Or
David Kieske EVP, Chief Financial Officer
DKieske@viciproperties.com
Danny Valoy Vice President, Finance
DValoy@viciproperties.com
Media: PR@viciproperties.com (646) 949-4631
Or
ICR Phil Denning and Jason Chudoba Phil.Denning@icrinc.com,
(646) 277-1258 Jason.Chudoba@icrinc.com, (646) 277-1249
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