VICI Properties L.P. filed a Form 8-K with the SEC on August 14, 2026, disclosing the completion of a $1.75 billion two-tranche senior notes offering and detailing plans to use the proceeds to retire existing 2026 debt maturities.

Key Highlights

  • Two tranches issued: $900,000,000 aggregate principal of 5.400% Notes due 2031 and $850,000,000 aggregate principal of 5.750% Notes due 2036.
  • Issue prices: The 2031 Notes were issued at 99.966% of par value; the 2036 Notes were issued at 98.375% of par value.
  • Interest payments: Semi-annual interest is payable on April 15 and October 15 each year, commencing April 15, 2027.
  • Proceeds earmarked for debt repayment: Net proceeds are intended to repay $480.5 million of 4.500% notes due 2026, $19.5 million of 4.500% MGP notes due 2026, and $1.25 billion of 4.250% notes due 2026.
  • Planned redemption date: VICI LP expects to redeem the September 2026 and December 2026 maturity notes on August 17, 2026, each at 100% of principal plus accrued interest.
  • No parent guarantee: The Notes are not guaranteed by VICI Properties Inc. and, as of the issue date, are not guaranteed by any subsidiary of VICI LP.
  • Unencumbered assets covenant: The Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness.

VICI LP Refinances 2026 Debt Maturities with Dual-Tranche Senior Note Issuance

According to the filing, VICI Properties L.P. (NYSE:VICI) completed the offering on August 14, 2026, issuing two series of unsecured senior notes under a Fifth Supplemental Indenture entered into that same day with UMB Bank, National Association, as trustee. The Base Indenture was originally dated April 29, 2022. The offering was made pursuant to an automatic shelf registration statement filed with the SEC on April 30, 2025 (File No. 333-286854-01), with a final prospectus supplement filed on August 6, 2026.

The filing discloses that VICI LP intends to use the net proceeds to retire three classes of existing 2026 obligations: $480.5 million of 4.500% senior notes maturing September 1, 2026; $19.5 million of 4.500% MGP notes also maturing September 1, 2026; and $1.25 billion of 4.250% senior notes maturing December 1, 2026. VICI LP expects to redeem the September 2026 and December 2026 maturity notes on August 17, 2026, at a redemption price equal to 100% of principal plus accrued interest. The 2026 MGP Notes are expected to be paid off at maturity on September 1, 2026.

The Notes are described in the filing as VICI LP's "unsecured and unsubordinated obligations" ranking equally with all existing and future unsecured and unsubordinated indebtedness. They benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI Properties OP LLC. The Indenture also contains covenants limiting VICI LP's ability to incur additional secured and unsecured indebtedness and to consummate mergers or asset sales, subject to exceptions. Certain subsidiaries may be required to guarantee the Notes in the future under limited circumstances tied to the Credit Agreement dated February 3, 2025, with Wells Fargo Bank, N.A. as administrative agent.

What Was Disclosed

The filing reports the closing of a $1.75 billion two-tranche senior notes offering by VICI Properties L.P. on August 14, 2026, the entry into a Fifth Supplemental Indenture, and the intended use of proceeds to repay approximately $1.75 billion in aggregate 2026 debt maturities.