Vici Properties Inc 8-K, filed Oct 29, 2021
Vici Properties Inc. (VICI)
8-K
2021-10-29
For: 2021-10-29
View Original
Added on
April 07, 2026
About this 8-K
Vici Properties Inc filed this 8-K on October 29, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 29, 2021
__________________________________________________
(Exact Name of Registrant as Specified in its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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)
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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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On October 29, 2021, VICI Properties Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the close of business on September 21, 2021, the record date for the Special Meeting, there were 628,944,887 shares of common stock, $0.01 par value per share, of the Company (“common stock”) outstanding and entitled to vote. A total of 566,741,349 shares of common stock were voted virtually or by proxy, representing 90.1% of the shares of common stock outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results with respect to the proposals considered and voted upon at the Special Meeting, each of which is described in the Company’s definitive proxy statement/information statement/prospectus filed with the Securities and Exchange Commission on September 23, 2021.
Proposal 1: VICI Stock Issuance Proposal
At the Special Meeting, the Company’s stockholders voted to approve the issuance of common stock in connection with the transactions contemplated by the Master Transaction Agreement, dated as of August 4, 2021, by and among MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, the Company, Venus Sub LLC, VICI Properties L.P., VICI Properties OP LLC, and MGM Resorts International (the “VICI Stock Issuance Proposal”). The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 566,305,238 | 160,397 | 275,714 | 0 | |||||||||||||||||
Proposal 2: VICI Adjournment Proposal
At the Special Meeting, the Company’s stockholders voted to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the VICI Stock Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposal. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 547,642,179 | 18,714,871 | 384,299 | 0 | |||||||||||||||||
| Item 7.01. | Regulation FD Disclosure. | ||||
On October 29, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: October 29, 2021 | By: | /s/ SAMANTHA S. GALLAGHER | ||||||
Samantha S. Gallagher | ||||||||
Executive Vice President, General Counsel and Secretary | ||||||||
Exhibit 99.1
VICI PROPERTIES STOCKHOLDERS APPROVE ISSUANCE OF COMMON STOCK FOR ACQUISITION OF MGM GROWTH PROPERTIES LLC
NEW YORK, NY – October 29, 2021 – VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”) announced today that VICI Properties stockholders approved the proposal to issue VICI common stock in connection with the closing of the previously announced strategic acquisition of MGM Growth Properties LLC (NYSE: MGP) (“MGP”).
At the VICI Properties Special Meeting of Stockholders held today, more than 99.9% of the votes cast were voted in favor of the issuance of new shares of VICI common stock to MGP Class A stockholders as consideration in the merger, which votes represented approximately 90% of the outstanding shares of VICI common stock.
The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first half of 2022. Under the terms of the Master Transaction Agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI common stock in exchange for each Class A share of MGP.
About VICI Properties
VICI Properties Inc. is an experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including the world-renowned Caesars Palace. VICI Properties’ national, geographically diverse portfolio consists of 28 gaming facilities comprising over 47 million square feet and features approximately 17,800 hotel rooms and more than 200 restaurants, bars, nightclubs and sportsbooks. Its properties are leased to industry leading gaming and hospitality operators, including Caesars Entertainment, Inc., Century Casinos, Inc., the Eastern Band of Cherokee Indians, Hard Rock International Inc., JACK Entertainment LLC and Penn National Gaming, Inc. VICI Properties also has an investment in the Chelsea Piers, New York facility and owns four championship golf courses and 34 acres of undeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s highest quality and most productive experiential real estate portfolio. For additional information, please visit www.viciproperties.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks associated with the pending MGP Transactions, including our ability or failure to complete the pending MGP Transactions and to realize the anticipated benefits of the pending MGP Transactions, including as a result of delay in completing the MGP Transactions. Important risk factors that may affect the Company’s business, results of operations and financial position are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. VICI Properties does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
Investor Contacts:
Investors@viciproperties.com
(646) 949-4631
Or
David Kieske
EVP, Chief Financial Officer
DKieske@viciproperties.com
Danny Valoy
Vice President of Finance
DValoy@viciproperties.com
DValoy@viciproperties.com