VICI Properties Inc. Announces Pricing of Public Offering of Common Stock

VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential asset real estate investment trust, today announced the pricing of an underwritten public offering of 60,000,000 shares of its common stock at a public offering price of $29.00 per share, all of which will be offered on a forward basis through the forward purchasers or their respective affiliates in connection with the forward sale agreements described below. The underwriters were also granted a 30-day option to purchase up to an additional 9,000,000 shares. The offering is expected to close on March 8, 2021, subject to customary closing conditions.

Morgan Stanley, BofA Securities, Citigroup and Deutsche Bank Securities are acting as joint book-running managers for the offering, and as representatives of the underwriters in the offering. Goldman Sachs, J.P. Morgan, Barclays, Wells Fargo Securities, Union Gaming are acting as bookrunners in the offering. Truist Citizens Capital Markets, Stifel, UBS Investment Bank, Baird, Evercore ISI, Macquarie Capital, Raymond James, Capital One Securities, Ladenburg Thalmann, Loop Capital, Scotiabank, and SMBC Nikko are acting as co-managers in the offering.

The Company has entered into separate forward sale agreements with each of Morgan Stanley, BofA Securities, Citigroup and Deutsche Bank Securities (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 completion of the offering, an aggregate of 60,000,000 shares of common stock to the forward purchasers (or 69,000,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full) 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.