VICI Properties Inc. Announces Canyon Ranch Growth Partnership

VICI Properties Inc. (NYSE: VICI) (“VICI Properties”, “VICI” or the “Company”) an experiential real estate investment trust, today announced the VICI-Canyon Ranch Growth Partnership, a multi-faceted investment partnership to support the growth of Canyon Ranch, a leading provider of holistic, integrative health and wellness guest experiences. The key elements of the partnership include:

• Preferred Equity Investment: VICI committed to an up to $150 million preferred equity investment into the controlling entity of Canyon Ranch (“Canyon Ranch”) to support the growth and expansion of the Canyon Ranch Ecosystem^TM, including enhancing Canyon Ranch’s existing destination wellness resorts, launching the Canyon Ranch wellness clubs and growing the capabilities of the Canyon Ranch digital platform. The preferred equity investment has a term of 10 years and may be redeemed by Canyon Ranch at any time, subject to a redemption premium in the first three years.
• Call Right Agreement: VICI entered into a call right agreement whereby VICI will have the option to call the real estate assets of each of Canyon Ranch Tucson and Canyon Ranch Lenox, subject to certain conditions. If the call right(s) are exercised, Canyon Ranch would continue to operate the applicable wellness resort(s) subject to a long-term triple net master lease with VICI.
• Right of First Financing: Additionally, VICI entered into a right of first financing pursuant to which VICI will have the first right, but not the obligation, to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and/or redevelopment of future wellness resorts.
• Mortgage Financing: VICI also intends to provide approximately $150 million of mortgage financing secured by Canyon Ranch Tucson and Canyon Ranch Lenox to refinance Canyon Ranch’s existing CMBS debt secured by these two assets. The mortgage financing will have an initial term of two years with three one-year extensions, exercisable at Canyon Ranch’s option, subject to satisfying certain customary extension conditions.

Key Comments

• Secular Demand Growth – Edward Pitoniak, CEO of VICI Properties: “At VICI we seek to invest in experiential real estate centered on experiences benefitting from longer-term secular tailwinds. We believe wellness is one of the most powerful secular trends of our time, and that Canyon Ranch is one of the best-positioned global brands for capitalizing on growing demand for wellness and life enhancement, domestically and internationally.”
• The VICI-Canyon Ranch Growth Partnership – John Goff, Owner of Canyon Ranch: “We are thrilled to partner with the expertise and capital resources of VICI. VICI shares our conviction, our values and our collaborative approach to growing the Canyon Ranch community. This partnership offers Canyon Ranch the potential to accelerate our growth in an ‘asset light’ manner, especially if we are able to capitalize on the robust Canyon Ranch economic model by acquiring with VICI conventional resorts that have high potential for conversion to Canyon Ranch resorts, thereby growing the Canyon Ranch network. Ed and I share conviction that the next few years could be a very promising time to potentially identify and acquire such resorts.”
• The Canyon Ranch Growth Opportunity – Jeff Kuster, CEO of Canyon Ranch: “Over the last forty years, Canyon Ranch has been creating transformational customer experiences in wellness. With the support of VICI’s capital, we have the opportunity to further broaden and deepen the Canyon Ranch Ecosystem^TM of experiential offerings, both geographically and digitally.”
• VICI Capital Deployment – David Kieske, EVP & CFO of VICI Properties: “Upon closing the contemplated mortgage financing, VICI will have committed $500 million of capital to Canyon Ranch, including our previously announced agreement to provide up to $200 million of development financing for Canyon Ranch Austin (which comes with a call right on such asset). We are excited to continue to grow our investment in Canyon Ranch with today’s announcement.”

The initial $90 million tranche of the preferred equity investment was funded with cash on hand.

In addition to this release, the Company has furnished a Transaction Overview presentation, which is available on its website in the "Investors" section, under the menu heading "Events & Presentations" or please visit https://investors.viciproperties.com/events-and-presentations.

About VICI Properties

VICI Properties Inc. is an S&P 500® 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, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties’ geographically diverse portfolio consists of 50 gaming facilities across the United States and Canada comprising approximately 124 million square feet and features approximately 60,300 hotel rooms and more than 450 restaurants, bars, nightclubs and sportsbooks. Its properties are occupied by industry leading gaming and hospitality operators under long-term, triple-net lease agreements. VICI Properties has a growing array of investing and financing partnerships with leading non-gaming experiential operators, including Great Wolf Resorts, Cabot, Canyon Ranch and Chelsea Piers. VICI Properties also owns four championship golf courses and 34 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties’ goal is to create the highest quality and most productive experiential real estate portfolio through a strategy of partnering with the highest quality experiential place makers and operators. For additional information, please visit www.viciproperties.com.

About Canyon Ranch

Canyon Ranch is a pioneer in wellness guidance with over four decades of experience inspiring guests to pursue a lifetime of wellbeing. A visit to a Canyon Ranch Resort is completely unique for each guest and can be different every time they come by accessing a selection of over 1,500 services drawing from ancient wisdom and modern technology. Guided by world-class experts who integrate services across a broad range of disciplines – including nutrition, sports & performance, spa, mental health, spirituality and more – our guests gain personal insight, skills, and motivation that leads to true transformation long after their stay. The value of visiting Canyon Ranch goes well beyond our warm hospitality, luxurious spas, nutritious cuisine, and awe-inspiring destinations located in Tucson, Arizona; Lenox, Massachusetts; Woodside, California and Las Vegas, Nevada. For more information, visit www.canyonranch.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” “will,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. 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 VICI’s control and could materially affect actual results, performance, or achievements. Important risk factors that may affect VICI’s business, results of operations and financial position are detailed from time to time in VICI’s filings with the Securities and Exchange Commission. VICI does 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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