Item 8.01. Other Events.
Results of Early Participation in Exchange Offers and Consent Solicitations and
Extension of Exchange Offers
On
Also on
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The Exchange Offers and Consent Solicitations are being conducted in connection with the previously announced Mergers, which are currently expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals and approval by the stockholders of the Company. Pursuant to the Master Transaction Agreement, dated as ofAugust 4, 2021 , prior to or on the closing date under the Master Transaction Agreement, the Company will contribute its interest inVICI LP toVICI Properties OP LLC , aDelaware limited liability company and an indirect wholly owned subsidiary of the Company ("New VICI Operating Company "), which will serve as a new operating company for the Company. Following the contribution transaction, MGP will merge with and intoVenus Sub LLC , aDelaware limited liability company and a wholly owned subsidiary ofVICI LP ("REIT Merger Sub"), with REIT Merger Sub surviving the merger (the "REIT Merger"). Immediately following consummation of the REIT Merger, REIT Merger Sub will distribute the interests of the general partner of the MGP OP toVICI LP and, immediately following such distribution, REIT Merger Sub will merge with and into the MGP OP, with the MGP OP surviving the merger (together with the REIT Merger, the "Mergers"). As a result of the execution of the MGP Supplemental Indentures and the elimination of the Change of Control covenants in connection therewith,$4.242 billion in committed financing representing Tranche 2 of the Bridge Facility (as defined in the Debt Commitment Letter (as defined herein)) was terminated in accordance with the terms of the debt commitment letter dated as ofAugust 4, 2021 , by and amongMorgan Stanley Senior Funding, Inc. ,JPMorgan Chase Bank, N.A . andCitigroup Global Markets Inc. and any other lenders party thereto (the "Debt Commitment Letter"). The Exchange Offers and Consent Solicitations are being made solely pursuant to the terms and conditions set forth in the confidential offering memorandum, datedSeptember 13, 2021 , in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the "Securities Act"), and are subject to the satisfaction of certain conditions, including the consummation of the Mergers. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1. Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Exchange Offers and Consent Solicitations and the Mergers described herein, including statements regarding the anticipated timing of such transactions. These forward-looking statements generally are identified by the words "anticipates," "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would" and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the impact of the COVID-19 pandemic on the Company's, MGM Growth Properties LLC's ("MGP") and each company's respective tenants' financial condition, results of operations, cash flows and performance. The extent to which the COVID-19 pandemic continues to adversely affect each company's tenants, and ultimately impacts each company's business, financial condition, results of operations, cash flows and performance depends on future developments which cannot be predicted with confidence. Many additional factors could cause actual future events and results to differ materially from the forward-looking statements, including but not limited to: (i) the possibility that the Company stockholders do not approve the proposed transaction or that other conditions to the closing of the proposed transaction are not satisfied or waived at all or on the anticipated timeline, (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction, (iii) the risk that MGP's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (iv) unexpected costs or liabilities relating to the proposed transaction, (v) litigation relating to the proposed transaction that has been and may in the future be instituted against the Company or MGP or their respective directors or officers and the resulting expense or delay, (vi) the risk that disruptions caused by or relating to the proposed transaction will harm the Company's or MGP's business, including current plans and operations, (vii) the ability of the Company or MGP to retain and hire key personnel, (viii) potential adverse reactions by tenants or other business partners or changes to business relationships, including joint ventures, resulting from the announcement or completion of the proposed transaction, (ix) risks relating to the market value of the Company's common stock to be issued in the proposed transaction, (x) risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xi) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or government policies and actions intended to protect the health and safety of individuals or government policies or actions intended to maintain the functioning of national or global economies and markets, (xii) general economic and market developments and conditions, (xiii) restrictions during the pendency of the proposed transaction or thereafter that may impact the Company's or MGP's ability to pursue certain business opportunities or strategic transactions, (xiv) either company's ability to maintain its status as a real estate investment trust forU.S. federal income tax purposes, and (xv) the occurrence of any event, change or other circumstances that could give rise to the termination of the Master Transaction Agreement relating to the proposed
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transaction. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
that affect the businesses of the Company described in the "Risk Factors"
section of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed from time to time with the
(d) Exhibits Exhibit No. Description Press release, dated September 2 7 , 2021, related to the Exchange 99.1 Offers and Consent Solicitations 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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