VICI Properties Inc. (NYSE: VICI) (the “Company”)
announced today the expiration and final results of VICI Properties
L.P.’s, a Delaware limited partnership (“VICI LP”), and VICI
Note Co. Inc.’s, a Delaware corporation (together with VICI LP, the
“VICI Issuers”), private offers to exchange (the
“Exchange Offers”) any and all outstanding notes (the
“MGP Notes”) issued by MGM Growth Properties Operating
Partnership LP (the “MGP OP”) and MGP Finance Co-Issuer,
Inc. (together with the MGP OP, the “MGP Issuers”) for up to
an aggregate principal amount of $4.20 billion of new VICI Exchange
Notes (as defined herein) and related consent solicitations (the
“Consent Solicitations”).
The Exchange Offers and the Consent Solicitations expired at
5:00 p.m., New York City time, on April 28, 2022 (the
“Expiration Date”). As of the Expiration Date, the principal
amounts of MGP Notes set forth in the table below had been validly
tendered and not validly withdrawn in the Exchange Offers and the
Consent Solicitations:
Title of Series of MGP
Notes
CUSIPs
Series of VICI Exchange
Notes
Aggregate Principal Amount
Outstanding
MGP Notes Tendered
Principal Amount
Percentage
5.625% Senior Notes due 2024
55303WAA5 / 55303XAC9 /
U5930AAA6
VICI 5.625% Senior Notes due 2024
$1,050,000,000
$1,024,169,000
97.54%
4.625% Senior Notes due 2025
55303XAK1 / U5930BAD8
VICI 4.625% Senior Notes due 2025
$800,000,000
$799,368,000
99.92%
4.500% Senior Notes due 2026
55303XAB1
VICI 4.500% Senior Notes due 2026
$500,000,000
$480,524,000
96.10%
5.750% Senior Notes due 2027
55303XAG0 / 55303XAJ4 /
U5930BAC0
VICI 5.750% Senior Notes due 2027
$750,000,000
$729,466,000
97.26%
4.500% Senior Notes due 2028
55303XAD7 / 55303XAF2 /
U5930BAB2
VICI 4.500% Senior Notes due 2028
$350,000,000
$349,325,000
99.81%
3.875% Senior Notes due 2029
55303XAL9 / U5930BAE6
VICI 3.875% Senior Notes due 2029
$750,000,000
$727,114,000
96.95%
The VICI Issuers have accepted for exchange all tendered MGP
Notes in the Exchange Offers and have issued $1,024,169,000 in
aggregate principal amount of new 5.625% Senior Notes due 2024,
$799,368,000 in aggregate principal amount of new 4.625% Senior
Notes due 2025, $480,524,000 in aggregate principal amount of new
4.500% Senior Notes due 2026, $729,466,000 in aggregate principal
amount of new 5.750% Senior Notes due 2027, $349,325,000 in
aggregate principal amount of new 4.500% Senior Notes due 2028 and
$727,114,000 in aggregate principal amount of new 3.875% Senior
Notes due 2029 (collectively, the “VICI Exchange Notes”). In
addition, for each $1,000 principal amount of MGP Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Tender Date (as defined herein), eligible holders of MGP Notes have
received a consent payment of $2.50 in cash. The terms of the VICI
Exchange Notes are substantially identical to the terms of the
corresponding series of MGP Notes.
On September 24, 2021 (the “Early Tender Date”), the requisite
consents were received in the Consent Solicitations and
supplemental indentures to the indentures governing the MGP Notes
were executed, eliminating substantially all restrictive covenants
and certain events of default and other provisions. The amendments
effectuated by the supplemental indentures have now become
operative.
The Exchange Offers and the Consent Solicitations were made
pursuant to the terms and subject to the conditions set forth in
the confidential offering memorandum, dated September 13, 2021 (as
amended, the “Offering Memorandum”), in a private offering
exempt from, or not subject to, registration under the Securities
Act of 1933, as amended (the “Securities Act”). Documents
relating to the Exchange Offers and the Consent Solicitations were
only distributed to eligible holders of MGP Notes who properly
completed and returned an eligibility certification confirming that
they were either a “qualified institutional buyer” within the
meaning of Rule 144A under 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 VICI Exchange Notes have not been and will not be registered
under the Securities Act or any state securities laws and 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.
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
Caesars Palace Las Vegas, Harrah’s Las Vegas and the Venetian
Resort Las Vegas, three of the most iconic entertainment facilities
on the Las Vegas Strip. VICI Properties’ national, geographically
diverse portfolio consists of 28 gaming facilities comprising over
62 million square feet and features approximately 25,000 hotel
rooms and more than 250 restaurants, bars, nightclubs and
sportsbooks. Following the closing of the MGP acquisition, VICI
Properties will have 43 market-leading properties, 10 of which will
be located on the Las Vegas Strip, consisting of 122 million square
feet, 58,700 hotel rooms and featuring over 450 restaurants, bars,
nightclubs and sportsbooks across our portfolio. 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, Penn National Gaming, Inc. and The Venetian
Las Vegas (and, following the closing of the MGP acquisition, MGM
Resorts International). VICI Properties also has an investment in
the Chelsea Piers, New York facility and owns four championship
golf courses and 34 acres of undeveloped or underdeveloped 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. For additional information,
please visit www.viciproperties.com.
Forward Looking
Statements
This press release includes forward-looking statements within
the meaning of the federal securities laws. You can identify these
statements by our use of the words “anticipates,” “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. These
forward-looking statements may include, but are not limited to,
risks associated with the pending MGP acquisition, including our
ability to realize the anticipated benefits of the MGP acquisition.
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 or the VICI Issuers’ 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 (including those
stemming from the COVID-19 pandemic and changes in the economic
conditions as a result thereof) are detailed from time to time in
the Company’s filings with the Securities and Exchange Commission.
The Company and the VICI Issuers do 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220428006365/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
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