VICI Properties Inc. Announces Closing of Public Offering of Common Stock and Full Exercise of Underwriters' Option to Purchase Additional Shares
VICI Properties Inc. (NYSE: VICI) ("VICI Properties" or the "Company"), an experiential asset real estate investment trust, today announced the closing of an underwritten public offering of 115,000,000 shares of its common stock (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters' option to purchase additional common stock) at a public offering price of $29.50 per share. The Company issued and sold 65,000,000 shares (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters' option to purchase additional common stock) directly to the underwriters at closing and the underwriters purchased 50,000,000 shares related to the forward sale agreements described below.
Morgan Stanley, Citigroup, J.P. Morgan and Goldman Sachs & Co. LLC acted as joint book-running managers and as representatives of the underwriters in the offering. BofA Securities, Deutsche Bank Securities, Barclays and Wells Fargo (News - Alert) Securities acted as bookrunners in the offering. Citizens Capital Markets, Stifel, Truist Securities, CBRE, Baird, Capital One Securities, KeyBanc Capital Markets, Ladenburg Thalmann, Loop Capital Markets, Macquarie Capital, Raymond James, Scotiabank, SMBC Nikko, UBS Investment Bank and Wolfe (News - Alert) | Nomura Strategic Alliance acted as co-managers in the offering.
The Company entered into separate forward sale agreements with each of Morgan Stanley, Citigroup, J.P. Morgan and Goldman Sachs & Co. LLC (or their respective affiliates) (the "forward purchasers") with respect to 50,000,000 shares of common stock covered by the offering. In connection with the forward sale agreements, the forward purchasers or their respective affiliates borrowed and sold to the underwriters an aggregate of 50,000,000 shares of common stock that were 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 completion of the offering, an aggregate of 50,000,000 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 5,000,000 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. VICI expects to use the net proceeds from the sale of shares of its common stock and expected cash proceeds received upon full physical settlement of the forward sale agreements to pay down current indebtedness and to fund a portion of the purchase price of the previously announced pending acquisition of the land and real estate assets associated with The Venetian Resort and The Venetian Expo in Las Vegas, Nevada.
A shelf registration statement on Form S-3 relating to the securities was previously filed with the Securities and Exchange Commission (the "SEC (News - Alert)") and became effective on September 8, 2021. A copy of the final prospectus supplement related to the offering has been filed with the SEC and may be obtained from: Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146 or email: Prospectus@citi.com; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (866) 803-9204; and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282 (telephone: (866) 471-2526 or email: firstname.lastname@example.org).
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.
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