VICI Properties Inc. (NYSE: VICI) (the “Company”)
announced that its wholly owned subsidiaries, VICI Properties L.P.,
a Delaware limited partnership (“VICI LP”), and VICI Note
Co. Inc., a Delaware corporation (the “VICI
Co-Issuer” and, together with VICI LP, the “VICI
Issuers”), commenced private exchange offers to certain
eligible holders (collectively, the “Exchange Offers”) for
any and all outstanding:
- 5.625% Senior Notes due May 1, 2024 issued by MGM Growth
Properties Operating Partnership LP (the “MGP OP”) and MGP
Finance Co-Issuer, Inc. (the “MGP Co-Issuer” and, together
with the MGP OP, the “MGP Issuers”) (the “2024 MGP
Notes”) for up to an aggregate principal amount of
$1,050,000,000 of new 5.625% Senior Notes due May 1, 2024 issued by
the VICI Issuers (the “2024 Exchange Notes”);
- 4.625% Senior Notes due June 15, 2025 issued by the MGP Issuers
(the “2025 MGP Notes”) for up to an aggregate principal
amount of $800,000,000 of new 4.625% Senior Notes due June 15, 2025
issued by the VICI Issuers (the “2025 Exchange Notes”);
- 4.500% Senior Notes due September 1, 2026 issued by the MGP
Issuers (the “2026 MGP Notes”) for up to an aggregate
principal amount of $500,000,000 of new 4.500% Senior Notes due
September 1, 2026 issued by the VICI Issuers (the “2026 Exchange
Notes”);
- 5.750% Senior Notes due February 1, 2027 issued by the MGP
Issuers (the “2027 MGP Notes”) for up to an aggregate
principal amount of $750,000,000 of new 5.750% Senior Notes due
February 1, 2027 issued by the VICI Issuers (the “2027 Exchange
Notes”);
- 4.500% Senior Notes due January 15, 2028 issued by the MGP
Issuers (the “2028 MGP Notes”) for up to an aggregate
principal amount of $350,000,000 of new 4.500% Senior Notes due
January 15, 2028 issued by the VICI Issuers (the “2028 Exchange
Notes”); and
- 3.875% Senior Notes due February 15, 2029 issued by the MGP
Issuers (the “2029 MGP Notes” and, collectively with the
2024 MGP Notes, the 2025 MGP Notes, the 2026 MGP Notes, the 2027
MGP Notes and the 2028 MGP Notes, the “MGP Notes”) for up to
an aggregate principal amount of $750,000,000 of new 3.875% Senior
Notes due February 15, 2029 issued by the VICI Issuers (the
“2029 Exchange Notes” and, together with the 2024 Exchange
Notes, the 2025 Exchange Notes, the 2026 Exchange Notes, the 2027
Exchange Notes and the 2028 Exchange Notes, the “VICI Exchange
Notes”).
The Exchange Offers and Consent Solicitations (as defined
herein) are being conducted in connection with, and are conditioned
upon the completion of, the previously announced Mergers (as
defined herein), which are currently expected to close in the first
half of 2022, subject to customary closing conditions, regulatory
approvals and approval by the stockholders of the Company. Pursuant
to the Master Transaction Agreement, dated as of August 4, 2021, on
or prior the closing date under the Master Transaction Agreement,
the Company will contribute its interest in VICI LP to VICI
Properties OP LLC, a Delaware limited liability company and an
indirect wholly owned subsidiary of the Company (“New
VICI Operating Company”), which will serve as a new
operating company for the Company. Following the contribution
transaction, MGM Growth Properties LLC (“MGP”) will merge
with and into Venus Sub LLC, a Delaware limited liability company
and a wholly owned subsidiary of VICI LP (“REIT Merger
Sub”), with REIT Merger Sub surviving the merger (the “REIT
Merger”). Immediately following consummation of the REIT
Merger, REIT Merger Sub will distribute the interests of the
general partner of the MGP OP to VICI LP and, immediately following
such distribution, REIT Merger Sub will merge with and into the MGP
OP, with the MGP OP surviving the merger (together with the REIT
Merger, the “Mergers”).
The following table sets forth the Exchange Consideration (as
defined herein), Early Tender Premium (as defined herein) and Total
Consideration (as defined herein) for each series of MGP Notes:
Title of Series of MGP
Notes
CUSIPs
Maturity Date
Aggregate Principal Amount
Outstanding
Consent Payment(1)
Exchange
Consideration(2)
Early Tender
Premium(3)
Total Consideration(4)
5.625% Senior Notes due
2024
55303WAA5 / 55303XAC9 /
U5930AAA6
May 1, 2024
$1,050,000,000
$2.50 in cash
$970 principal amount of VICI
5.625% Senior Notes due 2024
$30 principal amount of VICI
5.625% Senior Notes due 2024
$1,000 principal amount of VICI
5.625% Senior Notes due 2024 and $2.50 in cash
4.625% Senior Notes due
2025
55303XAK1 / U5930BAD8
June 15, 2025
$800,000,000
$2.50 in cash
$970 principal amount of VICI
4.625% Senior Notes due 2025
$30 principal amount of VICI
4.625% Senior Notes due 2025
$1,000 principal amount of VICI
4.625% Senior Notes due 2025 and $2.50 in cash
4.500% Senior Notes due
2026
55303XAB1
September 1, 2026
$500,000,000
$2.50 in cash
$970 principal amount of VICI
4.500% Senior Notes due 2026
$30 principal amount of VICI
4.500% Senior Notes due 2026
$1,000 principal amount of VICI
4.500% Senior Notes due 2026 and $2.50 in cash
5.750% Senior Notes due
2027
55303XAG0 / 55303XAJ4 /
U5930BAC0
February 1, 2027
$750,000,000
$2.50 in cash
$970 principal amount of VICI
5.750% Senior Notes due 2027
$30 principal amount of VICI
5.750% Senior Notes due 2027
$1,000 principal amount of VICI
5.750% Senior Notes due 2027 and $2.50 in cash
4.500% Senior Notes due
2028
55303XAD7 / 55303XAF2 /
U5930BAB2
January 15, 2028
$350,000,000
$2.50 in cash
$970 principal amount of VICI
4.500% Senior Notes due 2028
$30 principal amount of VICI
4.500% Senior Notes due 2028
$1,000 principal amount of VICI
4.500% Senior Notes due 2028 and $2.50 in cash
3.875% Senior Notes due
2029
55303XAL9 / U5930BAE6
February 15, 2029
$750,000,000
$2.50 in cash
$970 principal amount of VICI
3.875% Senior Notes due 2029
$30 principal amount of VICI
3.875% Senior Notes due 2029
$1,000 principal amount of VICI
3.875% Senior Notes due 2029 and $2.50 in cash
__________
(1)
On the Settlement Date (as
defined herein), the Consent Payment (as defined herein) will be
paid to each eligible holder that validly tendered and did not
validly withdraw MGP Notes at or prior to the Early Tender Date (as
defined herein), even if such person is no longer the beneficial
owner of such MGP Notes on the Expiration Date (as defined
herein).
(2)
For each $1,000 principal amount
of MGP Notes accepted for exchange. If, at the Early Tender Date,
the Requisite Consent Trigger (as defined herein) has been
satisfied, then the Exchange Consideration for each $1,000
principal amount of MGP Notes tendered after the Early Tender Date
and not validly withdrawn at or prior to the Expiration Date will
equal $1,000 principal amount of the applicable series of VICI
Exchange Notes.
(3)
For each $1,000 principal amount
of MGP Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Date. On the Settlement Date, the Early Tender
Premium will be paid to the eligible holder who is a beneficial
owner of the MGP Notes at the Expiration Date, and who validly
tendered such MGP Notes at or prior to the Early Tender Date and
did not validly withdraw such MGP Notes at or prior to the
Expiration Date.
(4)
For each $1,000 principal amount
of MGP Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Date. Includes the Consent Payment and the
Early Tender Premium.
Concurrently with the Exchange Offers, the VICI Issuers are
soliciting consents with respect to each series of MGP Notes
(collectively, the “Consent Solicitations”) to eliminate or
modify certain of the covenants, restrictions, provisions and
events of default (the “Proposed Amendments”) in each of the
indentures governing the MGP Notes (the “MGP Indentures”).
The Proposed Amendments with respect to each series of the MGP
Notes are identical and require the consent of the holders of not
less than a majority in principal amount of such series of the MGP
Notes outstanding (for each applicable series of MGP Notes, the
“Requisite Consent Trigger”). If the requisite consents with
respect to any MGP Indenture have been received, the MGP Issuers,
the subsidiary guarantors party to such MGP Indenture and the
trustee with respect to such series of MGP Notes will execute and
deliver a supplemental indenture to such MGP Indenture relating to
the Proposed Amendments, which will be effective upon execution but
will only become operative upon the settlement date (the
“Settlement Date”) of the applicable Exchange Offer.
The VICI Issuers may complete any Exchange Offer even if valid
consents sufficient to effect the Proposed Amendments to the
corresponding MGP Indenture are not received. Any waiver of a
condition by the VICI Issuers with respect to an Exchange Offer
will automatically waive such condition with respect to the
corresponding Consent Solicitation, as applicable. Any amendment of
the terms of an Exchange Offer by the VICI Issuers will
automatically amend such terms with respect to the corresponding
Consent Solicitation unless expressly stated otherwise.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum, dated September 13, 2021, and are
conditioned upon the closing of the Mergers, which condition may
not be waived by the VICI Issuers, and certain other conditions
that may be waived by the VICI Issuers. Each Exchange Offer and
each Consent Solicitation will expire at 5:00 p.m., New York City
time, on October 12, 2021, unless extended or terminated (such date
and time with respect to an Exchange Offer, as may be extended for
such Exchange Offer, the “Expiration Date”).
For each $1,000 principal amount of MGP Notes validly tendered
(and not validly withdrawn) at or prior to 5:00 p.m., New York City
time, on September 24, 2021 (such date and time, as the same may be
extended, the “Early Tender Date”), eligible holders of MGP
Notes will be eligible to receive the total consideration set out
in the table above (the “Total Consideration”), which
includes a consent payment of $2.50 in cash (the “Consent
Payment”) and an early tender premium, payable in VICI Exchange
Notes, equal to $30.00 (the “Early Tender Premium”). To be
eligible to receive the Total Consideration, eligible holders must
(i) validly tender (and not validly withdraw) their MGP Notes at or
prior to the Early Tender Date, (ii) validly deliver (and not
validly revoke) their related consent in the applicable Consent
Solicitation at or prior to the Early Tender Date and (iii)
beneficially own such MGP Notes at the Expiration Date.
For each $1,000 principal amount of MGP Notes validly tendered
after the Early Tender Date but at or prior to the Expiration Date,
eligible holders of MGP Notes will be eligible to receive (i) $970
principal amount of the applicable series of VICI Exchange Notes if
the Requisite Consent Trigger for that series of MGP Notes was not
satisfied at the Early Tender Date or (ii) if, at the Early Tender
Date, the Requisite Consent Trigger for the applicable series of
MGP Notes has been satisfied, $1,000 principal amount of such
series of VICI Exchange Notes ((i) and (ii), as applicable, the
“Exchange Consideration”). An eligible holder that validly
tenders MGP Notes and delivers (and does not validly revoke) a
consent prior to the Early Tender Date, but withdraws such MGP
Notes after the Early Tender Date but prior to the Expiration Date,
will receive the Consent Payment, even if such eligible holder is
no longer the beneficial owner of such MGP Notes at the Expiration
Date.
Tenders of MGP Notes may be withdrawn at any time prior to the
Expiration Date; however the related consent delivered by such
eligible holder may not be withdrawn after the earlier of (i) 5:00
p.m., New York City time, on the Early Tender Date and (ii) the
date the applicable supplemental indenture to the applicable MGP
Indenture implementing the Proposed Amendments is executed (the
earlier of (i) and (ii), the “Consent Revocation Deadline”),
except in certain limited circumstances. A valid withdrawal of
tendered MGP Notes prior to the applicable Consent Revocation
Deadline will also constitute the revocation of the related consent
to the Proposed Amendments to the applicable MGP Indenture.
Tendered MGP Notes may be withdrawn at any time before the
Expiration Date; however, a valid withdrawal of tendered MGP Notes
before the Expiration Date but after the applicable Consent
Revocation Deadline will not be deemed a revocation of the related
consent and such consent will continue to be deemed delivered.
No accrued and unpaid interest is payable upon acceptance of any
MGP Notes in the Exchange Offers and Consent Solicitations. The
first interest payment on any VICI Exchange Notes will include the
accrued and unpaid interest on the MGP Notes tendered in exchange
therefor, such that a tendering eligible holder will receive the
same interest payment it would have received had its MGP Notes not
been tendered in the Exchange Offers and Consent Solicitations;
provided, that interest will only accrue with respect to the
aggregate principal amount of VICI Exchange Notes an eligible
holder receives, which will be less than the principal amount of
corresponding MGP Notes tendered for exchange if such eligible
holder tenders (and does not subsequently withdraw) its MGP Notes
after the Early Tender Date and the Requisite Consent Trigger for
such series of MGP Existing Notes has not been satisfied.
The VICI Exchange Notes will be the general, unsecured senior
obligations of the VICI Issuers and will rank equally in right of
payment with all of the VICI Issuers’ existing and future unsecured
senior indebtedness.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of MGP
Notes who properly complete and return an eligibility certification
confirming that they are either a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”) or not a “U.S. person” and
outside the United States under Regulation S under the Securities
Act for purposes of applicable securities laws. The complete terms
and conditions of the Exchange Offers and Consent Solicitations are
described in the offering memorandum, copies of which may be
obtained by contacting D.F. King & Co., Inc., the exchange
agent and information agent in connection with the Exchange Offers
and Consent Solicitations, by telephone at (800) 820-2415 (U.S.
toll-free) or (212) 269-5550 (banks and brokers), or by email at
vici@dfking.com. The eligibility certification may be completed at
www.dfking.com/vici or is also available by contacting D.F. King
& Co., Inc. at the information above.
The VICI Exchange Notes have not been, and are not expected to
be, registered under the Securities Act or any state securities
laws, and unless so registered, may not be offered or sold in the
United States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the offering memorandum and only to such
persons and in such jurisdictions as are permitted under applicable
law.
About VICI Properties
VICI Properties Inc. 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 28 gaming facilities
comprising over 47 million square feet and features approximately
17,800 hotel rooms and more than 200 restaurants, bars, nightclubs
and sportsbooks. Its properties are leased to industry leading
gaming and hospitality operators, including Caesars Entertainment,
Inc., Century Casinos, Inc., the Eastern Band of Cherokee Indians,
Hard Rock International Inc., JACK Entertainment LLC and Penn
National Gaming, Inc. VICI Properties also has an investment in the
Chelsea Piers, New York facility and 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 certain forward-looking statements
with respect to the Exchange Offers and Consent Solicitations and
the Mergers described herein, including statements regarding the
anticipated benefits of such transactions and the anticipated
timing of such transactions. These forward-looking statements
generally are identified by the words “anticipates,” “assumes,”
“believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,”
“projects,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would” and similar expressions. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties.
Currently, one of the most significant factors that could cause
actual outcomes to differ materially from our forward-looking
statements is the impact of the COVID-19 pandemic on the Company’s,
MGM Growth Properties LLC’s (“MGP”) and each company’s
respective tenants’ financial condition, results of operations,
cash flows and performance. The extent to which the COVID-19
pandemic continues to adversely affect each company’s tenants, and
ultimately impacts each company’s business, financial condition,
results of operations, cash flows and performance depends on future
developments which cannot be predicted with confidence. Many
additional factors could cause actual future events and results to
differ materially from the forward-looking statements, including
but not limited to: (i) the possibility that the Company
stockholders do not approve the proposed transaction or that other
conditions to the closing of the proposed transaction are not
satisfied or waived at all or on the anticipated timeline, (ii)
failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the
proposed transaction, (iii) the risk that MGP’s business will not
be integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected, (iv) unexpected
costs or liabilities relating to the proposed transaction, (v)
potential litigation relating to the proposed transaction that
could be instituted against the Company or MGP or their respective
directors or officers and the resulting expense or delay, (vi) the
risk that disruptions caused by or relating to the proposed
transaction will harm the Company’s or MGP’s business, including
current plans and operations, (vii) the ability of the Company or
MGP to retain and hire key personnel, (viii) potential adverse
reactions by tenants or other business partners or changes to
business relationships, including joint ventures, resulting from
the announcement or completion of the proposed transaction, (ix)
risks relating to the market value of the Company’s common stock to
be issued in the proposed transaction, (x) risks associated with
third-party contracts containing consent and/or other provisions
that may be triggered by the proposed transaction, (xi) the impact
of public health crises, such as pandemics (including the COVID-19
pandemic) and epidemics and any related company or government
policies and actions intended to protect the health and safety of
individuals or government policies or actions intended to maintain
the functioning of national or global economies and markets, (xii)
general economic and market developments and conditions, (xiii)
restrictions during the pendency of the proposed transaction or
thereafter that may impact the Company’s or MGP’s ability to pursue
certain business opportunities or strategic transactions, (xiv)
either company’s ability to maintain its status as a real estate
investment trust for U.S. federal income tax purposes, and (xv) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Master Transaction Agreement
relating to the proposed transaction. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the
businesses of the Company described in the “Risk Factors” section
of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and other documents filed from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Investors are cautioned to interpret many of the risks identified
in the “Risk Factors” section of these filings as being heightened
as a result of the ongoing and numerous adverse impacts of the
COVID-19 pandemic. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise. The Company gives no assurance that it
will achieve its expectations.
Additional Information and Where to
Find It
In connection with the Mergers, the Company filed with the SEC a
registration statement on Form S-4 that includes a proxy statement
of the Company and that also constitutes a prospectus of the
Company and information statement of MGP. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT/INFORMATION
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGERS.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by the Company by contacting VICI
Properties Investor Relations at Investors@viciproperties.com or
(646) 949-4631. Investors and security holders may obtain free
copies of the documents filed with the SEC by MGP by contacting MGP
Investor Relations at IR@mgmgrowthproperties.com or (702)
669-1470.
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version on businesswire.com: https://www.businesswire.com/news/home/20210913005844/en/
Investor Contacts: Investors@viciproperties.com (646)
949-4631
Or
David Kieske EVP, Chief Financial Officer
DKieske@viciproperties.com
Danny Valoy Vice President, Finance
DValoy@viciproperties.com
Grafico Azioni Vici Properties (NYSE:VICI)
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