VICI Properties L.P entered into definitive agreements to acquire all real estate assets associated with Venetian Resort Las Vegas and Sands Expo and Convention Center from Las Vegas Sands Corp. (NYSE:LVS) for $4 billion on March 2, 2021. The consideration will be paid in cash. In a related transaction, the funds of Apollo Global Management, Inc. (NYSE:APO) entered into a definitive agreement to acquire operating assets of Las Vegas business from Venetian Casino Resort, LLC, Venetian Marketing Inc. and Las Vegas Sands, LLC for approximately $2.25 billion on March 2, 2021. Simultaneous with the closing of the real estate assets associated with Venetian Resort Las Vegas and Sands Expo and Convention Center acquisition, VICI Properties will enter into a triple-net lease agreement for the Venetian Resort with Apollo Global Management. VICI Properties intends to fund the transaction through a combination of cash on hand, equity and long-term debt financing. Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. have agreed to provide VICI Properties with bridge financing in an aggregate principal amount of up to $4 billion. On February 8, 2022, VICI Properties entered into a new unsecured revolving credit facility in the amount of $2.5 billion, scheduled to mature on March 31, 2026.

The closing of the sale is subject to customary closing conditions, including regulatory approvals, closing of reorganization and the acquisition of operating assets of Las Vegas Business from Venetian Casino Resort, LLC, Venetian Marketing Inc. and Las Vegas Sands, LLC by Apollo Global Management shall not have been terminated and shall close concurrently herewith. The transaction is expected to be completed by year end 2021 and is expected to be accretive to AFFO per share immediately upon closing. As of October 20, 2021, the transaction to close in the first quarter of 2022.

James P. Godman, Todd E. Lenson, Tzvi Rokeach, Nathalia Bernardo, Richard E. Farley, Harry Rubin, Charles S. Warren, Kenneth Chin, Michael McKay, Barry Herzog, Jordan M. Rosenbaum and Andréa Santiago of Kramer Levin Naftalis & Frankel LLP acted as legal advisors to VICI Properties. Howard L. Ellin, Kenneth M. Wolff, Audrey L. Sokoloff, Agnesine (Nesa) Amamoo, Bruce Goldner, Jessica Cohen, David Rievman, Alec Jarvis, Stephanie Teicher, Regina Olshan and Yossi Vebman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors and Goldman Sachs & Co. LLC acted as exclusive financial advisor to Las Vegas Sands Corp. Morgan Stanley & Co LLC and Deutsche Bank Securities Inc. acted as a financial advisor to VICI Properties. Hogan Lovells served as tax advisor to VICI Properties. David Bonser, Eve Howard and Andrew Zahn Hogan Lovells US LLP acted as legal advisors to VICI Properties Inc.

VICI Properties L.P completed the acquisition of all real estate assets associated with Venetian Resort Las Vegas and Sands Expo and Convention Center from Las Vegas Sands Corp. (NYSE:LVS) on February 23, 2022. Simultaneous with the closing of the transactions, VICI Properties, through a wholly owned subsidiary, entered into a triple-net lease agreement with respect to The Venetian Resort Las Vegas and Venetian Expo with Apollo Global Management, Inc., which has an initial total annual rent of $250.0 million and an initial term of 30 years, with two ten-year tenant renewal options. On February 18, 2022, VICI Properties borrowed $600.0 million under the revolving credit facility to fund a portion of the purchase price for the acquisition. On February 23, 2022, the remaining commitments under bridge facility were fully terminated in connection with the closing of the acquisition. The acquisition was funded with $3.2 billion in net proceeds from the physical settlement of the March 2021 Forward Sale Agreements and the September 2021 Forward Sale Agreements, an initial draw on the revolving credit facility of $600 million, and cash on hand.