SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2021-08-05 | Period of Report: 2021-08-04 SEC Accession No. 0001705696-21-000154 (HTML Version on secdatabase.com) FILER VICI PROPERTIES INC. Mailing Address Business Address 535 MADISON AVENUE, 535 MADISON AVENUE, CIK:1705696| IRS No.: 814177147 | State of Incorp.:MD | Fiscal Year End: 1231 20TH FLOOR 20TH FLOOR Type: 8-K | Act: 34 | File No.: 001-38372 | Film No.: 211145990 NEW YORK NY 10022 NEW YORK NY 10022 SIC: 6798 Real estate investment trusts (646) 949-4631 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________________ FORM 8-K __________________________________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 __________________________________________________ VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) __________________________________________________ Maryland 001-38372 81-4177147 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 535 Madison Avenue, 20th Floor New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (646) 949-4631 Not Applicable (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)) Securities registered pursuant to Section 12(b) of the Act: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Title of each class Trading Symbol Name of each exchange on which registered Common stock, $0.01 par value VICI New York Stock Exchange 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. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.01. Entry into a Material Agreement. Master Transaction Agreement On August 4, 2021, VICI Properties Inc., a Maryland corporation (the “Company”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (“MGP OP”), VICI Properties LP, a Delaware limited partnership (“Existing VICI OP”), Venus Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Existing VICI OP (“REIT Merger Sub”), VICI Properties OP LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“New VICI Operating Company”), and MGM Resorts International, a Delaware corporation (“MGM”), entered into a definitive Master Transaction Agreement (the “Master Transaction Agreement”). Upon the terms and subject to the conditions set forth in the Master Transaction Agreement, prior to or on the closing date under the Master Transaction Agreement, the Company will contribute its interest in Existing VICI OP to New VICI Operating Company, which will serve as a new operating company for the Company. Following the contribution transaction, MGP will merge with and into 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 MGP OP to Existing VICI OP and, immediately following such distribution, REIT Merger Sub will merge with and into MGP OP, with MGP OP surviving the merger (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”). Pursuant to the terms and subject to the conditions set forth in the Master Transaction Agreement, at the effective time of the REIT Merger, each outstanding Class A common share, no par value per share, of MGP (“MGP Common Shares”) (other than MGP Common Shares then held in treasury by MGP or owned by any of MGP’s wholly owned subsidiaries) will be converted into the right to receive 1.366 (the “Exchange Ratio”) shares of common stock of the Company, par value $0.01 per share (“VICI Common Stock”, and such consideration, the “REIT Merger Consideration”), plus the right, if any, to receive cash in lieu of fractional shares of VICI Common Stock into which such MGP Common Shares would have been converted pursuant to the terms and subject to the conditions set forth in the Master Transaction Agreement. The outstanding Class B common share, no par value per share, of MGP (the “Class B Share”), which is held by MGM, will be cancelled at the effective time of the REIT Merger. The REIT Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Following the REIT Merger, pursuant to and subject to the terms set forth in the Master Transaction Agreement, at the effective time of the Partnership Merger, each limited partnership unit in MGP OP (other than the limited partnership units in MGP OP held by REIT Merger Sub or any subsidiary of MGP OP), all of which are held by MGM and certain of its subsidiaries, will be converted into the right to receive a number of limited liability company units of New VICI Operating Company (“New VICI Operating Company Units”, and such consideration, the “Partnership Merger Consideration”) equal to the Exchange Ratio. The Company will redeem a majority of the New VICI Operating Company Units received by MGM in the Partnership Merger for $4,404,000,000 in cash (the “Redemption Consideration”) using the proceeds of long-term debt financing or, if unavailable, borrowings under a Bridge Facility (as defined below) on the closing date of the Mergers (the “Redemption”). Following the Redemption, MGM will retain approximately 12 million New VICI Operating Company Units. Pursuant to the terms and subject to the conditions set forth in the Master Transaction Agreement, as of the effective time of the REIT Merger: • each outstanding MGP deferred restricted stock unit (“MGP DSU”) that is outstanding immediately prior to the REIT Merger will be canceled and converted into the right to receive, with respect to each MGP Common Share subject to such MGP DSU, the REIT Merger Consideration, plus cash in lieu of fractional shares and less any applicable tax withholdings; • each outstanding MGP restricted stock unit (“MGP RSU”) that is outstanding immediately prior to the REIT Merger will automatically be accelerated, become vested and be canceled and converted into the right to receive, with respect to each MGP Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Common Share subject to such MGP RSU, the REIT Merger Consideration, plus cash in lieu of fractional shares and less any applicable tax withholdings; and • each outstanding MGP performance stock unit (“MGP PSU”) that is outstanding immediately prior to the REIT Merger will (i) automatically be accelerated and become vested with respect to the number of MGP Common Shares subject to such MGP PSU that would be vested based on the achievement of the greater of (1) the applicable target level of performance and (2) the actual level of performance as of the closing date of the Mergers, based on the achievement of the applicable performance metrics with respect to the performance period during which the effective time of the REIT Merger occurs and as determined in good faith by the board of directors of MGP (the “MGP Board”) and (ii) be canceled and converted into the right to receive, with respect to each MGP Common Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Share subject to such MGP PSU determined in accordance with the immediately preceding clause (i), the REIT Merger Consideration, plus cash in lieu of fractional shares and less any applicable tax withholdings. The board of directors of the Company (the “VICI Board”) has unanimously approved the Master Transaction Agreement, the Mergers, the Redemption and the other transactions contemplated by the Master Transaction Agreement. Pursuant to the terms of the Master Transaction Agreement, within twenty-four hours after signing the Master Transaction Agreement, MGM, in its capacity as the holder of the Class B Share, which represents a majority of the voting power of the outstanding voting shares of MGP,