VICI extends expiry of exchange offers for six notes to April 28

By Wendy Van Sickle

Columbus, Ohio, April 14 – VICI Properties Inc. announced an extension and updated participation results of its exchange offers for six series of existing notes, according to an 8-K filed with the Securities and Exchange Commission.

The offers and the consent solicitations will now expire at 5 p.m. ET on April 28, extended most recently from 5 p.m. ET on April 14.

Settlement is expected to occur promptly after the expiration deadline, which may be further extended.

The offers were announced on Sept. 13, 2021 and were originally set to expire at 5 p.m. ET on Oct. 12, 2021.

As previously reported, the exchange offers are being conducted in relation to the purchase by VICI of MGM Growth Properties. The consent solicitations associated with the exchange offers were successfully completed in September.

The exchange offers pertain to notes that were issued by MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc.

Exchange offers

VICI is offering to exchange notes issued by the MGM/MGP issuers for up to $4.2 billion of new notes issued by VICI that will have the same coupon and the same maturity date as the existing notes.

Noteholders are being offered $1,000 of new notes for each $1,000 of existing notes, plus $2.50 in cash as a consent payment, if they tendered their notes by the early deadline at 5 p.m. ET on Sept. 24. The consent payment was conditional but will be made, as the required consents have been received, once the merger is consummated.

Noteholders who tender after the early deadline will now receive $1,000 of new notes for $1,000 of existing notes, modified from the original offer of $970 of new notes for each $1,000 of existing notes.

As of March 30, VICI received tenders of the following amounts of notes:

• $1,022,425,000, or 97.37%, of the $1.05 billion 5 5/8% senior notes due May 1, 2024 (Cusips: 55303WAA5, 55303XAC9, U5930AAA6);

• $797.22 million, or 99.65%, of the $800 million outstanding 4 5/8% senior notes due June 15, 2025 (Cusips: 55303XAK1, U5930BAD8);

• $474,936,000, or 94.99%, of the $500 million outstanding 4½% senior notes due Sept. 1, 2026 (Cusip: 55303XAB1);

• $728,308,000, or 97.11%, of the $750 million outstanding 5¾% senior notes due Feb. 1, 2027 (Cusips: 55303XAG0, 55303XAJ4, U5930BAC0);

• $344.28 million, or 98.37%, of the $350 million outstanding 4½% senior notes due Jan. 15, 2028 (Cusips: 55303XAD7, 55303XAF2, U5930BAB2); and

• $725,527,000, or 96.74%, of the $750 million outstanding 3 7/8% senior notes due Feb. 15, 2029 (Cusips: 55303XAL9, U5930BAE6).

Background

The exchange offers are being conducted in connection with, and are conditioned upon the completion of, the previously announced mergers, which are expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals and approval by the stockholders of the company.

Under the master transaction agreement dated Aug. 4, on or prior to the closing date, VICI Properties 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, which will serve as a new operating company for the company.

Following the contribution transaction, MGM Growth Properties LLC will merge with and into Venus Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of VICI LP, with REIT Merger Sub surviving the merger. Immediately following consummation of the 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.

Details

No interest will be paid in the exchange offers. Because the coupons are the same, interest will roll over from the MGM notes to the VICI notes and be paid at the normal time.

D.F. King & Co., Inc. is the exchange agent and information agent for the offer (800 820-2415, 212 269-5550, vici@dfking.com, www.dfking.com/vici).

VICI Properties is a Las Vegas-based real estate investment trust that owns gaming, hospitality and entertainment destinations.

MGM Growth Properties is a Las Vegas-based real estate investment trust that acquires, owns and leases large-scale destination entertainment and leisure resorts.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.