VICI Properties Inc. (VICI) Prices 100M Share Offering at $29.5/sh

VICI Properties Inc. (NYSE: VICI) today announced the pricing of an underwritten public offering of 100,000,000 shares of its common stock at a public offering price of $29.50 per share. The Company is issuing and selling 50,000,000 shares directly to the underwriters at closing and the underwriters are purchasing 50,000,000 shares related to the forward sale agreements described below. The underwriters were also granted a 30-day option to purchase up to an additional 15,000,000 shares from the Company. The offering is expected to close on September 14, 2021, subject to customary closing conditions.

Morgan Stanley, Citigroup, J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers and as representatives of the underwriters in the offering. BofA Securities, Deutsche Bank Securities, Barclays and Wells Fargo Securities are acting as bookrunners in the offering. Citizens Capital Markets, Stifel, Truist Securities, CBRE, Baird, Capital One Securities, KeyBanc Capital Markets, Ladenburg Thalmann, Loop Capital Markets, Macquarie Capital, Raymond James, Scotiabank, SMBC Nikko, UBS Investment Bank and Wolfe | Nomura Strategic Alliance are acting as co-managers in the offering.

The Company has entered into separate forward sale agreements with each of Morgan Stanley, Citigroup, J.P. Morgan and Goldman Sachs & Co. LLC (or their respective affiliates) (the “forward purchasers”) with respect to 50,000,000 shares of common stock covered by the offering. In connection with the forward sale agreements, the forward purchasers or their respective affiliates are expected to borrow and sell to the underwriters an aggregate of 50,000,000 shares of common stock that will be delivered in the offering.

Subject to its right to elect cash or net share settlement under certain conditions, the Company intends to deliver, upon full physical settlement of the forward sale agreements on one or more dates specified by the Company occurring no later than approximately twelve months following the completion of the offering, an aggregate of 50,000,000 shares of common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will initially be the public offering price less the underwriting discount and will be subject to certain adjustments as provided in the forward sale agreements.

The Company will receive proceeds from its direct sale of 50,000,000 shares of common stock in the offering, but it will not initially receive any proceeds from the sale of shares by the forward purchasers or their respective affiliates. VICI expects to use the net proceeds from the sale of shares of our common stock and expected cash proceeds received upon full physical settlement of the forward sale agreements to pay down current indebtedness and to fund a portion of the purchase price of the previously announced pending acquisition of the land and real estate assets associated with The Venetian Resort and The Venetian Expo in Las Vegas, Nevada.

The offering is being made pursuant to an effective shelf registration statement and will be made only by means of a prospectus supplement and a related prospectus relating to such offering, a copy of which may be obtained, when available, from: Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146 or email: [email protected]; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (866) 803-9204; and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282 (telephone: (866) 471-2526 or email: [email protected]).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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