UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 10, 2018 (May 8, 2018)

 

 

VICI Properties Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland		001-38372		81-4177147
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

430 Park Avenue, 8^th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 820-3800

8329 W. Sunset Road, Suite 210

Las Vegas, Nevada 89113

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by VICI Properties Inc. (the “Company”) on May 9, 2017 (the “Original Report”) for the purposes of filing that certain Letter of Intent, dated as of May 8, 2018, by and between the Company and Caesars Entertainment Corporation (“Caesars”) as Exhibit 99.3.

Except as described below, this Amendment does not purport to amend the information in the Original Report or provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.

 

Item 8.01.

Other Events.

On May 8, 2018, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Caesars related to the acquisition by the Company of two real estate assets owned by Caesars as well as modifications to certain of the lease agreements between the two companies. The Letter of Intent contemplates that the Company will acquire from Caesars the real estate assets associated with the Octavius Tower at Caesars Palace and the real estate assets associated with Harrah’s Philadelphia for $507.5 million and $241.5 million, respectively. The aggregate purchase price for these two properties will be reduced by $159 million to reflect the consideration due to the Company related to the planned lease modifications. Caesars will continue to operate both properties under the terms of the long-term leases between both companies. The planned transactions are subject to negotiation of definitive documentation, receipt of regulatory approvals and other third-party approvals and other conditions.

A copy of the Letter of Intent is attached hereto as Exhibit 99.3. The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter of Intent.

Forward-Looking Statements

Statements contained in the exhibits to this report reflecting the Company’s or its management’s expectations or predictions relating to future plans, results, performance, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements, including with respect to the anticipated timeframe for the execution of definitive agreements for, and the closing of, the transactions contemplated by the Letter of Intent, speak only as of the date thereof. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.3		Letter of Intent, dated as of May 8, 2018, between the Company and CEC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				VICI PROPERTIES INC.
Date: May 10, 2018				By:		/s/ DAVID A. KIESKE
						David A. Kieske
						Chief Financial Officer

Exhibit 99.3

 

Caesars Entertainment Corporation

One Caesars Palace Drive

Las Vegas, Nevada 89109

Attention: Eric Hession

VIA EMAIL: [email protected]

May 8, 2018

Dear Eric:

This non-binding letter of intent (the “Letter”) serves to memorialize the understanding between Caesars Entertainment Corporation (“CEC”) and VICI Properties Inc. (“VICI” and, together with CEC, the “Parties” and each a “Party”) with regard to the parameters of a strategic transaction which would, among other things amend certain lease agreements and related agreements between the parties, and effect the sale of certain real estate owned by affiliates of CEC to affiliates of VICI (the “Project Victor Transactions”):

1.    Certain leases among various respective affiliates of the Parties, which leases are known as the “CPLV Lease”, the “Non-CPLV Lease” and the “Joliet Lease” (collectively, the “Leases”) will be amended to implement various terms and conditions as are outlined in various term sheets and similar memoranda which have been previously exchanged by representatives of the Parties, including, among other things, to (i) implement certain rent coverage tests which would act to cap base rent escalations under the Leases, (ii) reduce potential variable rent increases (or decreases, as applicable) to 4.0% of revenue growth (or decline, as applicable) over the relevant periods, (iii) with respect to the Non-CPLV Lease and Joliet Lease only, add base rent escalation of 1.5% per year for lease years two through five of the Non-CPLV Lease and the Joliet Lease, and, with respect to the Non-CPLV Lease only, an ability by the tenant to dispose and/or sublease certain leased properties, and (iv) provide a construct to enable CEC or its affiliates to acquire fee ownership of the land known as the Las Vegas Land Assemblage that is currently subject to the Non-CPLV Lease.

2.    In connection with the amendments to the Leases, certain other related agreements shall be amended and/or terminated as may be deemed necessary or desirable by the mutual agreement of the Parties to effect the Project Victor Transactions (the “Other Agreements”).

3.    (a) An affiliate of VICI will acquire from an affiliate of CEC such CEC affiliate’s interest in the real property and improvements commonly known as Octavius Tower, having an address of 3570 South Las Vegas Boulevard, Las Vegas Nevada, (the “Octavius Property”) pursuant to a purchase and sale agreement (the “Octavius Purchase Agreement”) to be entered into with respect thereto, for a purchase price of $507,500,000, and (b) an affiliate of VICI will acquire from an affiliate of CEC such CEC affiliate’s interest in the real property and

improvements having an address of 777 Harrah’s Boulevard, Chester, Pennsylvania (the “Chester Property”, together with the Octavius Property, the “Project Victor Properties”) pursuant to a purchase and sale agreement to be entered into with respect thereto (the “Chester Purchase Agreement” and, together with the Octavius Purchase Agreement, the Leases, as amended, and the Other Agreements (collectively, the “Project Victor Transaction Documentation”) for a purchase price of $241,500,000 which will be reduced by $159,000,000 to reflect the aggregate net present value of the agreed upon modifications to the Leases. The Octavius Property will remain subject to the CPLV Lease and the Chester Property will be added to the Non-CPLV Lease.

4.    The terms and conditions set forth herein do not constitute a binding offer or acceptance. This Letter is an expression of intent only, does not express the full agreement of the Parties, does not constitute a commitment to enter into any of the Project Victor Transactions, is subject to change, and is not binding on the Parties except for Paragraphs 4 through 9 hereof. The Parties do not intend to be legally bound until they enter into definitive agreements regarding the subject matter hereof. The entry into and consummation of the Project Victor Transactions is subject to completion of due diligence to the mutual satisfaction of the Parties, the satisfaction of all conditions, and receipt of regulatory approvals and other third-party approvals and conditions required to consummate the Project Victor Transactions pursuant to the terms of the Project Victor Transaction Documentation.

5.    Except for the Mutual Non-Disclosure Agreement dated as of February 13, 2018 between the Parties (which shall stay in full force and effect), this Letter sets forth the entire agreement of the Parties with respect to the Project Victor Transactions and supersedes all prior agreements, both oral and written, related thereto. If any provision of this Letter is held by a court of competent jurisdiction to be unenforceable, then such provision shall be disregarded and the remaining provisions of this Letter shall remain in full force and effect. This Letter may not be assigned or modified without the written consent of both Parties. If the Parties enter into the Project Victor Transaction Documentation, then such documents shall fully replace this Letter.

6.    This Letter may be executed electronically, by facsimile and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Letter shall not be deemed to create any partnership, joint venture, license or other similar arrangement between the Parties hereto, nor shall it be deemed to create any obligation on the part of either Party to initiate or to continue any discussion, relationship or arrangement with the other Party.

7.    Either Party may terminate this Letter at any time by providing written notice to the other Party without incurring liability or cost to the other Party. If not earlier terminated, this Letter will automatically terminate on the date that is thirty (30) days from the date hereof (the “Termination Date”) if the execution of the Project Victor Transaction Documentation has not occurred; provided that the Parties may extend the Termination Date by mutual agreement.

8.    The laws of the State of New York shall govern this Letter. For purposes of jurisdiction and venue, any matter arising under this Letter shall be heard solely in the state and federal courts of New York County, New York.

 

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9.    Paragraphs 4 and 8 hereof shall survive the termination of this Letter if the Project Victor Transactions are not completed.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Letter as of the day and year first above written.