VICI Properties Inc. (VICI) Prices 16.5M Share Offering at $30.9/sh

VICI Properties Inc. (NYSE: VICI) today announced the pricing of an underwritten public offering of 16,500,000 shares of its common stock subject to the forward sale agreements described below, which will result in approximately $509.9 million of gross proceeds (assuming such forward sale agreements are physically settled) before any offering expenses.

The underwriters were also granted a 30-day option to purchase up to an additional 2,475,000 shares. The offering is expected to close on November 8, 2022, subject to customary closing conditions.

BofA Securities and Citigroup are acting as underwriters in the offering. The underwriters may offer the shares of common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The Company has entered into separate forward sale agreements with each of BofA Securities and Citibank, N.A. (or their respective affiliates) (the “forward purchasers”) with respect to the 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 all of the 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 date of the prospectus supplement relating to the offering, an aggregate of 16,500,000 shares of common stock to the forward purchasers (or 18,975,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full) in exchange for the aggregate gross proceeds, before any offering expenses, which will be approximately $509.9 million (or $586.3 million if the underwriters exercise their option to purchase additional shares in full), and will be subject to certain adjustments as provided in the forward sale agreements.

The Company will not initially receive any proceeds from the sale of shares of common stock by the forward purchasers or their respective affiliates. The Company expects to use any cash proceeds that it receives upon the future settlement of the forward sale agreements in connection with or in furtherance of the ongoing business and operations of the Company, including funding the Company’s pipeline for the acquisition, development and improvement of properties, origination and funding of loans directly or indirectly secured by real estate, and other general corporate purposes, which may include capital expenditures, working capital and the repayment or refinancing of indebtedness.

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: BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001 (email: [email protected]); Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (800) 831-9146.

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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