VICI PROPERTIES, INC. Item 8.01. Other Events.
Equity Distribution Agreement OnMay 27, 2021 ,VICI Properties Inc. (the "Company") andVICI Properties L.P. (the "Operating Partnership") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with each ofCitigroup Global Markets Inc. ,BofA Securities, Inc. ,Robert W. Baird & Co. Incorporated ,Barclays Capital Inc. ,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC ,Stifel, Nicolaus & Company, Incorporated ,Truist Securities, Inc. andWells Fargo Securities, LLC (in such capacity, each a "Manager," and together, the "Managers"), and each of the Forward Purchasers (as defined below), pursuant to which up to an aggregate gross sales price of$1,000,000,000 of the Company's common stock,$0.01 par value per share (the "Common Stock"), may be offered and sold from time to time through the Managers, acting as the Company's sales agents or, if applicable, as Forward Sellers (as defined below), or directly to the Managers as principals for their own accounts. The Common Stock sold in the offering will be issued pursuant to a prospectus supplement filed with theSecurities and Exchange Commission (the "SEC") onMay 27, 2021 , and the accompanying base prospectus datedMay 27, 2021 forming part of the Company's shelf registration statement on Form S-3 (Registration No. 333-256524) filed with theSEC onMay 27, 2021 . Subject to the terms and conditions of the Equity Distribution Agreement, the Managers, whether acting as the Company's sales agents or as Forward Sellers, will use their commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell the Common Stock that may be designated by the Company (if acting as the Company's sales agents) and the Common Stock borrowed from third parties (if acting as Forward Sellers), in each case on the terms and subject to the conditions of the Equity Distribution Agreement. Sales, if any, of the Common Stock made through the Managers, as the Company's sales agents, or as Forward Sellers pursuant to the Equity Distribution Agreement, may be made in "at the market" offerings (as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act")), by means of ordinary brokers' transactions on theNew York Stock Exchange or sales made to or through market makers at market prices prevailing at the time of sale, and in privately negotiated transactions, which may include block trades, as the Company and any Manager may agree. The Company also may sell Common Stock to any Manager as principal for its own account. If the Company sells Common Stock to any Manager as principal, it will enter into a separate terms agreement (each, a "Terms Agreement", and collectively, the "Terms Agreements") setting forth the terms of such transaction. The Company or any Manager may at any time suspend an offering of Common Stock pursuant to the terms of the Equity Distribution Agreement. The offering of Common Stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of the Common Stock under the Equity Distribution Agreement having an aggregate gross sales price equal to$1,000,000,000 and (ii) the termination of such Equity Distribution Agreement. The Company and theOperating Partnership made certain customary representations, warranties and covenants concerning the Company, theOperating Partnership and the registration statement in the Equity Distribution Agreement and also agreed to indemnify the Managers and Forward Purchasers against certain liabilities, including liabilities under the Securities Act. The Equity Distribution Agreement provides that, in addition to issuance and sale of Common Stock to or through the Managers, the Company also may enter into forward sale agreements with each ofCitigroup Global Markets Inc. ,BofA Securities, Inc. ,Barclays Capital Inc. ,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC ,Truist Securities, Inc. andWells Fargo Securities, LLC (or their respective affiliates), as forward purchasers (in such capacity, each a "Forward Purchaser," and together, the "Forward Purchasers") in a form attached as Annex II to the Equity Distribution Agreement (each a "Forward Sale Agreement" and together, the "Forward Sale Agreements"). In connection with any Forward Sale Agreement, the relevant Forward Seller (or its affiliate) will, at the Company's request, use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to borrow from third parties and sell a number of shares of Common Stock equal to the number of shares of Common Stock underlying the particular Forward Sale Agreement. In this Current Report on Form 8-K, a Manager, when acting as sales agent for the relevant Forward Purchaser, is referred to as, individually, a "Forward Seller" and collectively, the "Forward Sellers." Unless otherwise expressly stated or the context otherwise requires, references herein to the "related," "relevant" or "applicable" Forward Purchaser means, with respect to any Manager, the affiliate of such Manager that is acting as Forward Purchaser or, if applicable, such Manager acting in its capacity as Forward Purchaser. The Company will not initially receive any proceeds from any sales of borrowed shares of Common Stock by a Forward Seller in connection with a Forward Sale Agreement. The Company expects to fully physically settle each Forward Sale Agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity
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date of such Forward Sale Agreement, in which case the Company expects to receive aggregate cash proceeds at settlement equal to the number of shares of the Common Stock underlying such Forward Sale Agreement multiplied by the then-applicable forward sale price per share, subject to certain adjustments pursuant to such Forward Sale Agreement. Although the Company expects to settle any Forward Sale Agreements by the physical delivery of shares of Common Stock in exchange for cash proceeds, the Forward Sale Agreements will allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash settle any Forward Sale Agreement, the Company may not receive any proceeds and the Company may owe cash to the relevant Forward Purchaser. If the Company elects to net share settle any Forward Sale Agreement, the Company will not receive any cash proceeds, and the Company may owe shares of Common Stock to the relevant Forward Purchaser. The Company intends to contribute the net proceeds from any sales of Common Stock to or through the Managers (as the Company's sales agents or principals) and the net proceeds, if any, from the settlement of any Forward Sale Agreements to theOperating Partnership .The Operating Partnership intends to use the net proceeds contributed by the Company for general business purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital, the repayment of indebtedness and other general business purposes. The compensation to each Manager will be a mutually agreed commission that will not exceed, but may be lower than, 2.0% of the gross sales price of the Common Stock sold through it as the Company's sales agent pursuant to the Equity Distribution Agreement. The compensation to each Manager acting as a Forward Seller will be a mutually agreed commission in the form of a reduction to the initial forward price under the related Forward Sale Agreement that will not exceed, but may be lower than, 2.0% of the gross sales prices of the borrowed shares of Common Stock sold through such Manager, acting as Forward Seller, during the applicable forward hedge selling period for such Common Stock. A copy of the Equity Distribution Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference and a copy of the Form of Confirmation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1 and Exhibit 99.1, as applicable. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement by and among the Company, the Operating Partnership andCitigroup Global Markets Inc. ,BofA Securities, Inc. ,Robert W. Baird & Co. Incorporated ,Barclays Capital Inc. ,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC ,Stifel, Nicolaus & Company, Incorporated ,Truist Securities, Inc. andWells Fargo Securities, LLC , as managers, and each ofCitibank, N.A .,Bank of America, N.A ., Barclays Bank PLC,Goldman Sachs & Co. LLC ,Morgan Stanley & Co. LLC ,Truist Bank and Wells Fargo, National Association, each in its capacity as a forward purchaser, datedMay 27, 2021 5.1 Opinion ofHogan Lovells US LLP with respect to the legality of the shares of Common Stock 23.1 Consent ofHogan Lovells US LLP (included in Exhibit 5.1) 99.1 Form of Confirmation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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