VICI Properties Announces Pricing of Public Offering of $5.0 Billion of Senior Unsecured Notes

VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”) announced today that its wholly owned subsidiary, VICI Properties L.P. (the “Issuer”), has priced a public offering of $5.0 billion in aggregate principal amount of senior unsecured notes (the “Notes”) consisting of:

• $500.0 million aggregate principal amount of 4.375% senior unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes will be issued at 99.955% of par value and will mature on May 15, 2025.
• $1.25 billion aggregate principal amount of 4.750% senior unsecured long notes due 2028 (the “2028 Notes”). The 2028 Notes will be issued at 99.932% of par value and will mature on February 15, 2028.
• $1.0 billion aggregate principal amount of 4.950% senior unsecured long notes due 2030 (the “2030 Notes”). The 2030 Notes will be issued at 99.771% of par value and will mature on February 15, 2030.
• $1.5 billion aggregate principal amount of 5.125% senior unsecured notes due 2032 (the “2032 Notes”). The 2032 Notes will be issued at 99.779% of par value and will mature on May 15, 2032.
• $750.0 million aggregate principal amount of 5.625% senior unsecured notes due 2052 (the “2052 Notes”). The 2052 Notes will be issued at 99.379% of par value and will mature on May 15, 2052.

Interest on the 2025 Notes, the 2032 Notes and the 2052 Notes is payable in cash in arrears on May 15 and November 15 of each year, beginning on November 15, 2022. Interest on the 2028 Notes and the 2030 Notes is payable in cash in arrears on February 15 and August 15 of each year, beginning on August 15, 2022. The offering is expected to close on April 29, 2022, subject to customary closing conditions, on the date of, and substantially concurrently with, the closing of the Company’s previously announced acquisition of MGM Growth Properties LLC (“MGP”).

The Issuer intends to use the net proceeds from the offering to fund the approximately $4.4 billion consideration for the redemption of a majority of the VICI Properties OP LLC units to be received by MGM Resorts International in connection with the closing of the MGP acquisition and to repay substantially all of the $600.0 million outstanding under the Company’s revolving credit facility, which was drawn on February 18, 2022 to fund a portion of the purchase price of the Venetian Acquisition, and any remaining net proceeds will be used for general corporate purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital, the repayment of indebtedness, and other general business purposes.

Deutsche Bank, Goldman Sachs, J.P. Morgan, Morgan Stanley, Wells Fargo Securities, BofA Securities, Barclays, Citigroup and Citizens Capital Markets are acting as joint book-running managers for the offering. Capital One Securities and Truist Securities are acting as senior co-managers for the offering, and BNP PARIBAS, Raymond James, Scotiabank, SMBC Nikko, Stifel and UBS Investment Bank are acting as co-managers for the offering.

The offering is being made pursuant to an effective shelf registration statement filed by the Company and the Issuer with the Securities and Exchange Commission (the “SEC”) and only by means of a prospectus and prospectus supplement. A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from: Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, (telephone: (800) 503-4611 or email: prospectus.CPDG@db.com); and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282 (telephone: (866) 471-2526 or email: prospectus-ny@ny.email.gs.com); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor (telephone: (212) 834-4533); Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014 (telephone: (866) 718-1649 or email: prospectus@morganstanley.com); or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service (telephone: (800) 645-3751 or email: wfscustomerservice@wellsfargo.com), or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an 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 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, Harrah’s Las Vegas 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 28 gaming facilities comprising over 62 million square feet and features approximately 25,000 hotel rooms and more than 250 restaurants, bars, nightclubs and sportsbooks. Following the closing of the MGP acquisition, VICI Properties will have 43 market-leading properties, 10 of which will be located on the Las Vegas Strip, consisting of 122 million square feet, 58,700 hotel rooms and featuring over 450 restaurants, bars, nightclubs and sportsbooks across our portfolio. 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, Penn National Gaming, Inc. and The Venetian Las Vegas (and, following the closing of the MGP acquisition, MGM Resorts International). VICI Properties also has an investment in the Chelsea Piers, New York facility and 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 includes forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “anticipates,” “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. These forward-looking statements may include, but are not limited to, risks associated with the pending MGP acquisition, including our ability or failure to complete the pending MGP acquisition and to realize the anticipated benefits of the MGP acquisition, including as a result of delay in completing the pending MGP acquisition. 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 or the Issuer’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) are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company and the Issuer do 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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