VICI Properties Inc. (VICI) Announces Public Offering of Common Stock

VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential asset real estate investment trust, today announced it has commenced an underwritten public offering of 100,000,000 shares of its common stock. The Company expects that it will issue and sell 50,000,000 shares directly to the underwriters at closing and that the underwriters will purchase 50,000,000 shares related to the forward sale agreements described below. The underwriters of the offering also expect to be granted a 30-day option to purchase up to 15,000,000 additional shares of the Company’s common stock.

Morgan Stanley, Citigroup, J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering.

The Company expects to enter into 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. In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 50,000,000 shares 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 for a portion of the purchase price of the previously announced acquisition of the Venetian.

The offering is being made pursuant to an effective shelf registration statement and will be made only by means of a preliminary prospectus supplement and a related prospectus relating to such offering and the accompanying base prospectus, a copy of which may be obtained from: Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (800) 831-9146; 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]).

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