Exterior of Harrah's Las Vegas

LAS VEGAS—VICI Properties Inc., the gaming REIT spun off from Caesars Entertainment Operating Co. this past October, said late Friday it had completed its $1.136-billion acquisition of the land and real estate assets of Harrah's Las Vegas Hotel & Casino from Caesars. The company also announced the closing of $2.6 billion in new credit facilities, proceeds of which will be used to partially fund the Harrah's acquisition.

GlobeSt.com reported last month that the Harrah's acquisition calls for VICI to lease back the real estate associated with the hotel/casino to Caesars in a 15-year triple-net deal with an option for four five-year extensions. It also entailed the $73.6-million sale of 18.4 acres of undeveloped land behind Harrah's and the LINQ Hotel & Casino to Caesars.

Plans call for Caesars to build a 300,000-square-foot convention center on the site. In connection with the parcel sale, VICI and Caesars have entered into a put-call agreement that will be exercisable at a specified time after the convention center opens. Caesars president and CEO Robert Frissora says the Harrah's sale will allow the company to develop the convention center without increasing leverage.

“By acquiring the Harrah's Las Vegas real estate, we improve our portfolio with an iconic Las Vegas center strip asset at a very attractive cap rate on in-place NOI, while also increasing our overall portfolio exposure to Las Vegas,” VICI CEO Ed Pitoniak said in November. “Caesars has done a great job investing in and operating the property, and we are excited about their vision for the property's continuing growth and improvement.”

In reference to the parcel sale, Pitoniak commented last month that it monetized a portion of the REIT's undeveloped land portfolio “in a way that potentially enables us to add high-value rent income in the future. Once the financing of these transactions is executed, we will be in a position to demonstrate the net effect on our leverage, accretion and overall cost of capital.”

The credit facilities announced this past Friday included a five-year, $400-million senior secured revolving credit facility and a seven-year, $2.2-billion first lien senior secured term loan. Simultaneously, VICI also closed on a private placement of common stock at $18.50 per share for net proceeds of approximately $964 million.

Taken together, the equity raise and credit facilities will partially fund the Harrah's acquisition and will be used to refinance VICI's $1.638-billion existing first lien term loan, redeem in full the REIT's $312 million aggregate principal amount of first priority senior secured floating rate notes due 2022 and repurchase $400 million aggregate principal amount of mezzanine debt. “By capitalizing on attractive credit markets for our high quality real estate, we strengthened our balance sheet, lowered our cost of financing and are well positioned to continue to execute on our long-term strategic goals,” says CFO Mary Beth Higgins.

The joint lead arrangers and joint bookrunners for the credit facilities were Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., BofA Merrill Lynch, Barclays Bank PLC, Citigroup Global Markets Inc. and JPMorgan Chase Bank N.A. Co-arrangers for the credit facilities were Citizens Bank, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities and UBS Securities LLC. Goldman Sachs Bank USA serves as administrative agent. Kramer Levin Naftalis & Frankel LLP acted as VICI's legal advisor.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.