VICI Properties begins exchange offers and consent solicitations

Chicago, Sept. 13 – VICI Properties Inc. said that its indirect wholly owned subsidiaries VICI Properties LP and VICI Note Co. Inc. started exchange offers for any and all of the notes from six existing series, according to a press release on Monday evening.

The exchange offers are being conducted in relation to the purchase by VICI of MGM Growth Properties.

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 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 tender their notes by the early deadline. The consent payment will be made if the requisite consents are received.

Noteholders who tender after the early deadline will only receive $970 of new notes for each $1,000 of existing notes.

Accordingly, VICI is offering to exchange the following MGM notes:

• The $1.05 billion 5 5/8% senior notes due May 1, 2024 (Cusips: 55303WAA5, 55303XAC9, U5930AAA6);

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

• The $500 million outstanding 4½% senior notes due Sept. 1, 2026 (Cusip: 55303XAB1);

• The $750 million outstanding 5¾% senior notes due Feb. 1, 2027 (Cusips: 55303XAG0, 55303XAJ4, U5930BAC0);

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

• The $750 million outstanding 3 7/8% senior notes due Feb. 15, 2029 (Cusips: 55303XAL9, U5930BAE6).

Consent solicitations

VICI is soliciting consents for each series, separately, to eliminate or modify certain of the covenants, restrictions, provisions and events of default for each of the notes.

Consents are needed from noteholders representing a majority of each of the notes.

The supplemental indenture(s) will go into effect on the settlement date for series that have the requisite consents.

Background

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

Pursuant to the master transaction agreement, dated as of Aug. 4, 2021, on or prior the closing date, the 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 REIT 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

The exchange offers and consent solicitation are conditioned upon the closing of the mergers, which is a condition that cannot be waived.

The offers and the consent solicitations will expire at 5 p.m. ET on Oct. 12.

The total consideration will be paid to noteholders who tender their notes by the early tender date, 5 p.m. ET on Sept. 24.

The consent payment would be paid to noteholders who deliver a consent prior to the early tender date but then withdraw their notes for tender after the early tender date.

Noteholders can withdraw their notes from the exchange offer at any time before the expiration time. However, consents can not be revoked after the early tender deadline, the consent revocation deadline or after the applicable supplemental indenture is executed, whichever is earlier.

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.

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