VICI reports final results of exchange offers for six notes

By Wendy Van Sickle

Columbus, Ohio, April 28 – VICI Properties Inc. announced the final results and settlement 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 expired at 5 p.m. ET on April 28, after being extended several times, most recently from 5 p.m. ET on April 14.

Settlement occurred promptly after the expiration deadline.

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

Exchange offers

VICI offered 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 were 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 was to be made as the required consents were received.

Noteholders who tendered after the early deadline received $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.

At the offer’s expiry, VICI received tenders of the following amounts of notes, which were exchanged for identical amounts of new notes:

• $1,024,169,000, or 97.54%, of the $1.05 billion 5 5/8% senior notes due May 1, 2024 (Cusips: 55303WAA5, 55303XAC9, U5930AAA6);

• $799,368,000, or 99.92%, of the $800 million 4 5/8% senior notes due June 15, 2025 (Cusips: 55303XAK1, U5930BAD8);

• $480,524,000, or 96.1%, of the $500 million 4½% senior notes due Sept. 1, 2026 (Cusip: 55303XAB1);

• $729,466,000, or 97.26%, of the $750 million 5Ύ% senior notes due Feb. 1, 2027 (Cusips: 55303XAG0, 55303XAJ4, U5930BAC0);

• $349,325,000, or 98.81%, of the $350 million 4½% senior notes due Jan. 15, 2028 (Cusips: 55303XAD7, 55303XAF2, U5930BAB2); and

• $727,114,000, or 96.95%, of the $750 million 3 7/8% senior notes due Feb. 15, 2029 (Cusips: 55303XAL9, U5930BAE6).

Details

No interest was 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 REIT that acquires, owns and leases large-scale destination entertainment and leisure resorts.

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