As filed with the Securities and Exchange Commission on January 31, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
VICI PROPERTIES INC.
(Exact name of registrant as specified in governing instruments)
8329 W. Sunset Road, Suite 210
Las Vegas, Nevada 89113
(702) 820-3800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Edward B. Pitoniak
Chief Executive Officer
VICI Properties Inc.
8329 W. Sunset Road, Suite 210
Las Vegas, Nevada 89113
(702) 820-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
| Todd E. Lenson, Esq. Jordan M. Rosenbaum, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 (212) 715-9100 |
Edward F. Petrosky, Esq. Bartholomew A. Sheehan, III Esq. Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-221997
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered(1)(2) |
Proposed Maximum |
Proposed Maximum Aggregate Offering Price(3) |
Amount of Registration Fee | ||||
| Common Stock |
12,075,000 |
$20.00 | $241,500,000 | $30,066.75(4) | ||||
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| (1) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended. |
| (2) | Includes shares subject to the underwriters’ overallotment option to purchase additional shares from us, if any. |
| (3) | Calculated pursuant to Rule 457(a) of the Securities Act of 1933, as amended. |
| (4) | The registrant previously registered an aggregate of $1,207,500,000 of its shares on the registrant’s Registration Statement on Form S-11 (File No. 333-221997) declared effective on January 31, 2018, for which a filing fee of $150,333.75 was previously paid. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 12,075,000 shares of common stock, $0.01 par value per share, having a maximum aggregate offering price of $241,500,000, comprising the same class of securities covered by an earlier Registration Statement on Form S-11 (File No. 333-221997), as amended (the “Prior Registration Statement”), filed by VICI Properties Inc. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act. The contents of the Prior Registration Statement, including all exhibits thereto, are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 36. | Financial Statements and Exhibits. |
(B) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Registration Statement on Form S-11:
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on January 31, 2018.
| VICI Properties Inc. | ||
| By: | /s/ Edward B. Pitoniak | |
| Name: Edward B. Pitoniak | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated, on January 31, 2018.
| Name |
Title | |
| /s/ Edward B. Pitoniak |
Chief Executive Officer (Principal Executive Officer) and Director | |
| Edward B. Pitoniak | ||
| /s/ David Kieske |
Chief Financial Officer (Principal Financial Officer) | |
| David Kieske | ||
| /s/ Kenneth J. Kuick |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
| Kenneth J. Kuick | ||
| * |
Chair of the Board of Directors | |
| James Robert Abrahamson | ||
| * |
Director | |
| Eugene Irwin Davis | ||
| * |
Director | |
| Eric Littmann Hausler | ||
| * |
Director | |
| Craig Macnab | ||
| * |
Director | |
| Michael David Rumbolz | ||
*By:
| /s/ Edward B. Pitoniak Edward B. Pitoniak |
Attorney-in-fact for the persons indicated |
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