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 shares of its common stock subject to the forward sale
agreements described below, which will result in approximately
$509.9 million of gross proceeds (assuming such forward sale
agreements are physically settled) before any offering
expenses.
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 shares of common stock
from time to time for sale in one or more transactions on the NYSE,
in the over-the-counter market, through negotiated transactions or
otherwise at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated
prices.
The Company has entered into separate forward sale agreements
with each of BofA Securities and Citibank, N.A. (or their
respective affiliates) (the “forward purchasers”) with respect to
the shares of common stock covered by the offering. In connection
with the forward sale agreements, the forward purchasers or their
respective affiliates are expected to borrow and sell to the
underwriters all of the shares of common stock 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 the forward sale agreements on one or more
dates specified by the Company occurring no later than
approximately twelve months following the date of the prospectus
supplement relating to the offering, an aggregate of 16,500,000
shares of common stock to the forward purchasers (or 18,975,000
shares of common stock if the underwriters exercise their option to
purchase additional shares in full) in exchange for the aggregate
gross proceeds, before any offering expenses, which will be
approximately $509.9 million (or $586.3 million if the underwriters
exercise their option to purchase additional shares in full), and
will be subject to certain adjustments as provided in the forward
sale agreements.
The Company will not initially receive any proceeds from the
sale of shares of common stock by the forward purchasers or their
respective affiliates. The Company expects to use any cash proceeds
that it receives upon the future settlement of the forward sale
agreements in connection with or in furtherance of the ongoing
business and operations of the Company, including funding the
Company’s pipeline for the acquisition, development and improvement
of properties, origination and funding of loans directly or
indirectly secured by real estate, and other general corporate
purposes, which may include capital expenditures, working capital
and the repayment or refinancing of indebtedness.
The offering is being made pursuant to an effective shelf
registration statement and will be made only by means of a
preliminary prospectus supplement and a related prospectus relating
to such offering and the accompanying base prospectus, a copy of
which may be obtained from: BofA Securities, Attention: Prospectus
Department, NC1-004-03-43, 200 North College Street, 3rd Floor,
Charlotte NC 28255-0001 (email: dg.prospectus_requests@bofa.com);
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, (800) 831-9146.
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 Inc. is an S&P 500® 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, MGM Grand 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 43 market-leading properties
comprising over 122 million square feet and features approximately
58,700 hotel rooms and more than 450 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, MGM Resorts
International, Penn Entertainment, Inc., and The Venetian Las
Vegas. The Company has a growing array of investing and financing
partnerships with leading 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 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.
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 (including those
stemming from the COVID-19 pandemic and changes in the economic
conditions as a result thereof and risks relating to the Company’s
pending transactions) are detailed from time to time in the
Company’s filings with the Securities and Exchange Commission. 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/20221103006412/en/
Investors: Investors@viciproperties.com (646)
949-4631
Or
David Kieske EVP, Chief Financial Officer
DKieske@viciproperties.com
Danny Valoy Vice President, Acquisitions & Finance
DValoy@viciproperties.com
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