Many markets across the United States are experiencing a number of these positive trends. Relative to long-term historical averages, data compiled. Bureau of Labor Statistics and the U. Census Bureau shows that the U. Despite recent momentum, the U. Additionally, real estate is a local industry and not all markets exhibit the same trends. California residential real estate markets are significantly more supply-constrained and experienced deeper contraction than other regions of the United States during the most recent recession.
Minimal entitlement processing occurred during the housing downturn, causing the supply of finished, or even approved, lots to be limited. This is expected to cause a lag in the delivery of new lot supply, especially in markets with prolonged approvals processes, such as California. The following table provides a summary of actual economic data from the U. Census Bureau and U. These California markets exhibited strong job growth in relation to permit activity in ; in aggregate, the job growth to permit ratio was twice the national average.
These markets also feature low levels of resale home supply listings in relation to resale sales activity; the aggregate of 2. Supply constraints in the California markets are likely to lead to elevated home value appreciation relative to national averages. See "Market Opportunity. We believe the following strengths provide us with a significant competitive advantage in implementing our business strategy:.
Superior Land Entitlement and Repositioning Expertise. We operate in supply constrained urban and high demand suburban communities in Southern and Northern California with a primary focus on our coastal urban infill strategy. Our extensive experience in entitling and converting real estate enables us to develop and market our communities efficiently.
The entitlement process can be complex and time-consuming, particularly in California, and can delay development. However, our management team has demonstrated a strong track record of entitling land efficiently and successfully. We believe our coastal urban infill development expertise differentiates us from most other California homebuilders, including our public peers. Our coastal urban infill strategy is complemented by our suburban strategy targeting high demand suburban locations in California, where we also rely on our entitling expertise.
Although our operating history in suburban markets has been limited to land acquisition activities, we believe that our strategy enables us to build new homes in desirable areas in which the land available to do so is difficult to obtain. Our operating strategy is supported by our robust land acquisition program. In addition to the lots to which we currently have access, we are actively pursuing potential acquisitions of thousands of additional lots.
We believe our management team has a reputation with local municipalities for consistently delivering high quality homes and for designing and building innovative projects that are a proper fit for the particular site and for the surrounding community. We capitalize on our management team's sourcing, repositioning, entitlement and construction expertise and ability to cultivate strong relationships to identify and pursue attractively priced potential developments that are often overlooked by our competitors.
Highly Attractive Strategic Land Position. We own or have access to 8, lots, consisting of lots that we own, 3, lots that we control under option and 4, lots subject to our right of first offer from CV LandCo. We purchased our owned lots between and Of the 3, controlled lots, we optioned 2, lots from CV LandCo. Our large and attractive land portfolio is located throughout our target markets in Southern and Northern California.
Under JBREC's Housing Cycle Risk Index, which measures the health of individual housing markets based on the performance of 24 market fundamentals related to supply, demand and affordability, each of the markets in which we have purchased land received an overall housing market fundamentals grade between D and F in and then received between B- and A in Our relationship with CV LandCo provides us with a strong pipeline of land at low risk, while enabling us to be selective and opportunistic in pursuing land acquisition opportunities from third parties.
In addition to the lots optioned from CV LandCo, we have preferred access under the right of first offer to substantially all lots in CV LandCo's current and future portfolio of land suitable for development as for-sale homes. We have the ability to refer investment opportunities to CV LandCo that we determine are not immediately appropriate for us due to their risk profile or otherwise, but that we believe could be attractive in the future under the terms of the right of first offer.
CV LandCo has historically invested in land with longer investment horizons and higher risk profiles. As such, we are able to consider a wide range of acquisition opportunities, including those that our peers may be unable or disinclined to pursue. However, CV LandCo is not obligated, and may decline, to acquire properties that we refer to it, and is not obligated to sell any of the parcels that it owns or controls within a specific timeframe or at all.
Due to our ongoing access to a strong land portfolio to support our future growth and margins, we believe we are able to be discerning and disciplined in land acquisitions that we pursue with third parties. Although the California housing industry experienced some of the greatest distress and sharpest price declines during the recent economic downturn, we believe it is in the early stages of a longer term recovery.
Our land portfolio is concentrated in California markets that have generally experienced stronger improvement in home prices than the broader U. In addition, according to JBREC, home prices for our nine primary markets are expected to increase by an average of We have achieved strong margins by combining our management team's proficiency in land acquisition and development and operational efficiencies.
We believe that these strengths, combined with our management team's strict operating discipline with a focus on achieving efficiencies and managing construction costs, contribute to our strong margin profile. In addition, through our unique relationship with, and our right of first offer from, CV LandCo, we expect to continue to have preferred access to a substantial amount of desirable land at favorable prices and low risk.
If these assumptions prove to be incorrect, our future margins may fall short of our expectations. Compelling and Flexible Product Portfolio. In coastal urban infill and suburban residential communities, we offer a variety of products, including townhomes, condominiums, single family detached homes and mixed use projects. Our wide array of product offerings within urban and suburban California communities enables us to consider a wide range of land acquisition opportunities and to cater to a diverse group of homebuyers.
We focus on delivering high quality homes with superior value as evidenced by our high customer satisfaction ratings and low warranty claim experience. Our flexible product line enables us to meet the various needs in each of our markets and gives us the opportunity to enhance margins while creating a balanced portfolio. We believe that this approach has led to our high margins and enables us to better serve a wide range of buyers, adapt quickly to changing market conditions and optimize performance and returns while strategically reducing portfolio risk.
Highly Experienced Leadership Team. We benefit from the leadership of a highly experienced management team with a strong reputation and a demonstrated track record of success in the homebuilding industry. We believe that our management team's experience, knowledge and strong relationships with local market participants provide us with an important competitive advantage.
Our business strategy is focused on leveraging our expertise to identify and reposition underutilized real estate for the construction of desirable residential housing in supply constrained coastal urban infill and high demand suburban locations in Southern and Northern California. Our strategy includes:. We believe there are significant opportunities to continue to employ our operating model within California's coastal urban infill markets based on the limited land supply available for new homes in these markets and the substantial amount of underutilized real estate that can be repositioned for residential use.
Acquiring these sites at attractive prices relative to their estimated repositioned value enables us to create highly desirable new housing properties in established residential communities that have limited vacant land available for new housing. We intend to continue to leverage our management's expertise to develop well located, new residential housing within established coastal urban infill markets in California.
We believe that the most attractive suburban areas were overdeveloped in the s and early s, that the homes built during these periods have now been absorbed and that new land supply is limited absent entitling or converting such land. These areas are generally characterized by favorable demographic and economic dynamics such as highly rated schools and proximity to major highway infrastructure and employment centers.
Although there is a significant volume of lots available in suburban markets, there are very few land acquisition opportunities in the desirable locations within these suburban markets that do not require entitling or repositioning or are not priced above market. Since , our management team has been acquiring assets in suburban. In the suburban markets, we utilize our entitlement expertise to identify and redesign underutilized residential and certain other real estate into higher value residential projects.
Expand Our Attractive Land Portfolio. Following this offering, we will have preferred access to CV LandCo's extensive portfolio of real estate through our right of first offer. In addition, we intend to continue to leverage our management team's extensive relationships with land sellers, brokers, financial institutions, municipal governments and other builders to acquire desirable land and continue to utilize options to purchase land actively to maintain low risk and low capital requirements.
Together with our established track record of optioning land, these relationships provide us access to a potentially long pipeline of desirable projects with reduced risk, while positioning us to capitalize on the strong recovery we expect in our target markets in California.
We design, build and sell unique, eco-friendly homes featuring cutting edge designs to a variety of purchasers, from entry level buyers to "move-up" buyers i. Our construction expertise across our diverse product offerings enables us to pursue a wide array of land acquisition opportunities and to tailor the type of residence we construct to the property, location and community to generate greater returns. We are not constrained by a particular design, model or product, which we believe enables us to be more innovative and creative in designing our communities and more responsive to the various interests and objectives of those in our target areas.
Manage Costs Effectively to Drive Margins. We provide high quality residences at attractive prices by combining our land acquisition and entitlement expertise with an efficient homebuilding organization that is highly focused on delivering superior value while containing costs. We decentralize our operations where detailed knowledge of local market conditions is critical, such as governmental processing, land development and sales and marketing, but we centralize the control of other areas such as budgeting, purchasing, accounting and the approval of land acquisitions.
We have also made significant investments in systems and infrastructure to operate our business efficiently and to support the planned future growth of our company as a result of executing our expansion strategy. We intend to continue to operate a lean and efficient infrastructure, with a particular focus on cost control, which we believe positions us to maximize profitability and generate attractive returns for our investors without compromising product quality.
We believe our strong balance sheet and operational flexibility position us well to take advantage of expected growth opportunities in the California housing market. We believe this strong financial position will provide us with the ability to capitalize on our growth initiatives and the anticipated market recovery. From our inception through the Formation Transactions, the homebuilding operations of our company and the land investment activities of CV LandCo have been conducted by our management.
Following this offering and the Formation Transactions, we will employ all of the officers and substantially all of the employees currently employed by CV Former Parent and CV LandCo, and we will conduct land sourcing and acquisition activities and homebuilding operations as an independent public entity. CV LandCo will hire a limited number of new employees but will not compete with us in acquiring parcels suitable for development as for-sale homes. We expect to benefit from what we believe are favorable contractual arrangements with CV LandCo.
Under these arrangements, we hold options to acquire 2, lots from CV LandCo at attractive fixed prices. We can refer potential land investments to CV LandCo that we determine are not immediately appropriate for us and that we would otherwise forego due to their risk profile or otherwise, but that we believe could be attractive in the future under the terms of the right of first offer.
CV LandCo has historically invested in projects with longer investment horizons and higher risk profiles. This unique relationship provides us with access to a long pipeline of desirable projects with reduced risk, while positioning us to capitalize on the strong recovery we expect in our target markets in California.
In June , CV Homebuilder entered into a series of agreements with CV LandCo and three of its subsidiaries granting us options to acquire up to an aggregate of 2, coastal urban infill and suburban lots which are owned or controlled by CV LandCo. The lots held by each subsidiary optionor represent a tranche, with a single option covering each tranche.
We believe the options should enable us to maintain our existing margin structure assuming modest increases in housing prices and construction costs. However, no assurance can be provided that we will maintain these margins. In the aggregate, we expect that these lots will be adequate to supply our homebuilding operations for at least four years. Following this offering and the Formation Transactions, we can refer potential land investment opportunities to CV LandCo that we determine are not immediately appropriate for us and that we would otherwise forego at that time.
In general, our team may decline to pursue certain opportunities that present an extended timeline or higher risk profile due to particularly complex entitlement, environmental, encumbrance or other issues.
Subject to the approval of our committee of independent directors, if we believe that an opportunity would be attractive on a risk adjusted basis at some time in the future, we can refer the opportunity to CV LandCo to consider for investment.
CV LandCo historically has invested in projects with longer investment horizons and higher risk profiles. CV LandCo's acquisition of, or investment in, any parcels referred by us will require the approval of its independent directors. All parcels for development as for-sale homes referred by us and acquired by CV LandCo will become subject to the right of first offer. Other than projects acquired pursuant to the options or subject to the right of first offer at the time of this offering, we expect to acquire or option a substantial majority of our future projects directly from third parties rather than referring them to CV LandCo and subsequently acquiring them under the right of first offer.
Boards of Directors, Management and Employees. Following this offering and the Formation Transactions, we will employ all of the officers and substantially all of the employees currently employed by CV LandCo and us, and CV LandCo will hire a limited number of new employees. All fees paid under the Support Services Agreement will be reviewed and approved from time to time and at least annually to be commensurate with the cost of the resources that we are expending to provide the services, and any appropriate adjustments will be negotiated in.
CV LandCo currently owns and in the future may acquire industrial, commercial, retail, apartments or other parcels that may constitute portions of broader residential projects but are not suitable for us to acquire. These parcels are not subject to the right of first offer.
However, under the Right of First Offer Agreement, CV LandCo is not permitted to acquire or option any parcels suitable to be developed as for-sale homes that are not referred to it by us, and CV LandCo is required to refer to us any such investment opportunities that it is presented by third parties. Our relationship with CV LandCo could give rise to a number of actual, perceived or potential conflicts of interest, including the following:.
Formation Transactions. Prior to this offering and the Formation Transactions, the homebuilding operations of our company and the land investment activities of CV LandCo and us have been conducted by our management team under the ownership of CV Former Parent. We currently conduct our business and operations through CV Homebuilder.
Investors in this offering will not hold interests in CV Former Parent. City Ventures will control the business and affairs, and will consolidate the financial results, of CV Homebuilder HoldCo and its subsidiaries. See "Organizational Structure" for further details. The following chart summarizes our legal entity structure and the relative ownership of voting and economic interests following the Formation Transactions, this offering and the application of the net.
This chart is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us. Our Sponsors. The Ares Management Private Equity Group pursues majority or shared control investments, principally in middle market companies with strong business franchises and in situations where its capital can serve as a catalyst for growth. We believe Ares is a key strategic partner, providing access to acquisition opportunities within our markets as well as a wide range of knowledge in all aspects of capital markets, real estate finance and operations.
Through its subsidiaries, Imperial Capital provides institutional sales and trading services, a wide range of investment banking advisory, capital markets and restructuring services, proprietary institutional investment research, and investment management services to private investment partnerships.
We believe Imperial Capital is also a key strategic partner, providing superior advisory services, capital markets insight and investment ideas. Summary Risk Factors. An investment in the shares of our common stock involves risks.
You should consider carefully the risks discussed below and described more fully along with other risks under "Risk Factors" in this prospectus before investing in our common stock. Our Offices. Our internet website is www. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.
Implications of Being an Emerging Growth Company. We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of the "JOBS Act" , and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
These provisions include, among other matters:. We have determined to opt out of the exemption from compliance with new or revised financial accounting standards. Our decision to opt out of this exemption is irrevocable. We have elected to adopt the reduced disclosure requirements available to emerging growth companies.
As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold, or may contemplate holding, equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of our elections, which may cause a less active trading market for our common stock and more volatility in our stock price.
The Offering. We intend to use the net proceeds from this offering, together with cash on hand, to acquire land from CV LandCo, through the exercise of our option agreements, or from unaffiliated third paries. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements, restrictions contained in any financing instruments and under Delaware law, and such other factors as our board of directors deems relevant.
See "Dividend Policy. The actual number of restricted stock units and the strike price and the number of shares of common stock subject to options will be based upon the price at which the shares are sold to the public in this offering. Unless the context otherwise requires, the information in this prospectus assumes that:. Summary Historical Financial and Operating Data. The following table presents summary historical financial and operating data of CV Homebuilder.
City Ventures has not commenced operations and has nominal assets or liabilities. In order to facilitate this offering, we will consummate the Formation Transactions in which City Ventures will become the successor to CV Homebuilder for accounting purposes. See "Organizational Structure. You should read the following summary historical financial and operating data in conjunction with CV Homebuilder's consolidated historical financial statements and the related notes, "Capitalization," "Selected Historical Financial and Operating Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this prospectus.
This capitalized interest is included in cost of home sales as related inventory is sold. We expense interest when our borrowings exceed qualifying assets. Qualifying assets represent real estate projects that are actively under development. Following this offering, we will operate and be taxed as a corporation. Following the Formation Transactions, equity will be stockholders' equity.
An investment in our common stock involves a high degree of risk and should be considered highly speculative. Before making an investment decision, you should carefully consider the following risk factors, which address the material risks concerning our business and an investment in our common stock, together with the other information contained in this prospectus.
If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, results of operations and financial condition could be materially and adversely affected, in which case the trading price of our common stock could decline significantly and you could lose all or a part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Our long-term growth depends upon our ability to identify and acquire desirable land parcels for residential build out at competitive prices.
Our future growth depends upon our ability to identify and acquire or option including by acquiring options desirable land parcels for entitlement and development of our projects at attractive prices and with terms that meet our underwriting criteria. We are primarily focused on supply constrained coastal urban infill and high demand, suburban areas in California.
The land portfolio of our coastal urban infill operations is comprised of underutilized, primarily non-residential, industrial, commercial and municipal real estate that we acquire at attractive prices relative to its estimated repositioned value. Our ability to acquire land parcels for new projects at prices that will allow us to be profitable may be adversely affected by changes in the general availability of desirable land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels, zoning regulations, environmental requirements and other market conditions.
If the supply of land parcels appropriate for development in our core markets is limited because of these factors, or for any other reason, our ability to grow could be significantly limited, and the number of homes that we build and sell could decline. Additionally, our ability to begin new projects could be impacted if we elect not to purchase land parcels. Our failure to acquire properties including by electing not to purchase land under option contracts on our expected timeframe and on budget, could have a material adverse effect on our home sales revenue, profitability and other results of operations.
We may be unable to secure the entitlements necessary to develop our land efficiently and within expected timeframes or at all. Our differentiated focus on repositioning underutilized real estate for residential use enables us to acquire land at attractive prices relative to its estimated repositioned value; however, in order to realize such estimated repositioned value and continue to generate our high gross margins and returns on assets, we must secure entitlements successfully and efficiently.
Before we may begin constructing our homes, we are required to obtain entitlements and. The entitlement process often involves a large amount of discretion at the local government level and may take up to several years to complete. Obtaining all of the necessary entitlements to develop a parcel of land is often difficult and may present unexpected obstacles and delays. The entitlement process is often prolonged and can be particularly difficult in our target markets in California.
Entitlements may be opposed or challenged by local governments, neighboring property owners or other interested parties, which could result in delays in land development and construction, cause us to incur substantial costs, or prohibit or restrict our land development and homebuilding activity in certain areas in which we operate.
In particular, obtaining environmental permits may be more difficult, expensive and time consuming for us relative to our peers due to our repositioning strategy and willingness to acquire or option land with certain environmental issues. We attempt, when possible, to minimize these risks by entering into option agreements with third parties for land rather than purchasing the land outright and then obtaining the entitlements during such option period; however, if we are unable to obtain the entitlements in a cost effective or timely manner or at all, the costs and timing of our projects could be adversely affected, our margins may be reduced primarily as a result of forfeiture of deposits and certain costs , and there could be a material adverse effect on our business, prospects, liquidity, results of operations and financial condition.
The homebuilding industry is cyclical and is recovering from a prolonged downturn. A recurrence of such downturn in the homebuilding industry or other adverse changes in general and economic conditions could, among other things, reduce the demand for homes and, as a result, have a material adverse effect on us. The homebuilding industry is cyclical and is highly sensitive to changes in general economic conditions such as levels of employment, consumer confidence and income, availability of financing for acquisitions, construction and permanent mortgages, interest rate levels, inflation and demand for housing.
Since early and until recently, the U. When combined with a prolonged economic downturn, high unemployment levels, increases in the rate of inflation and uncertainty in the U. It is unclear whether the government's legislative and administrative measures aimed at restoring liquidity to the credit markets and providing relief to homeowners facing foreclosure have helped, or will help, to stabilize prices and home values effectively, or restore consumer confidence and increase demand in the home building industry.
In addition, any adverse changes in these conditions may be more prevalent or concentrated in particular regions or localities in which we operate and may reduce demand and depress prices for our homes or cause our customers to cancel their agreements to purchase our homes. Although the housing markets in the United States and in California and general economic conditions have shown signs of recovery, we cannot predict whether or for how long the housing market will continue to improve or the recovery will continue, nor can we provide assurance that should the recovery not continue, our responses, or the government's attempts to address the poor economic conditions will be successful.
Any recovery could be adversely affected by numerous factors and fall short of the expectations set forth in, the JBREC market study included in this prospectus. In the event that these adverse economic and business trends recur, we could experience declines in the market value of our land portfolio and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition. In addition, certain of our buyers, including "move-up" and luxury buyers, often purchase homes subject to contingencies related to the sale of their existing homes.
The difficulties facing these buyers in selling their homes during recessionary periods may adversely affect our sales. Moreover, during such periods, we may need to reduce our sales prices and offer greater incentives to homebuyers to compete for sales that may result in reduced margins. An oversupply of homes in our markets could decrease the value of our homes and reduce our profitability.
Following a prolonged downturn, the housing markets in the United States and California have shown signs of recovery in recent periods, and we believe this recovery is widely expected to continue for the foreseeable future. Largely in response to this expectation, homebuilding and development activity has increased, as a result of which an oversupply of new homes may develop relative to demand.
An excess of supply over demand for new homes may require us to lower the prices of our homes to meet demand. If such decrease in demand for new homes is not accompanied by reductions, or the ability to prevent increases, in the costs of materials and labor, the value of our land portfolio may decrease.
In addition to reducing our profit directly from home sales, a decrease in demand for new homes would make it more difficult for us to recover the full cost of previously purchased land, and could lead to significant further reductions in the value of our land portfolio.
The accumulation or release of shadow inventory in our markets could reduce demand for our homes, which could have a material adverse effect on us. The health of the residential homebuilding industry may be significantly affected by "shadow inventory" levels. Shadow inventory can amass when lenders put properties that have been foreclosed or forfeited to lenders on the market gradually, rather than all at once, or delay the foreclosure process.
They may choose to do so because of regulations and foreclosure moratoriums, because of the additional costs and resources required to process and sell foreclosed properties, or because they want to avoid depressing housing prices further by putting many distressed properties up for sale at the same time. Large investors have also purchased and hold certain levels of shadow inventory. If lenders or other real estate purchasers were to release a significant amount of shadow inventory in our markets, median home prices and demand for our homes could decline, which could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition.
The terms and availability of mortgage financing for our homebuyers can affect the demand for and the ability to complete the purchase of a home, which could materially and adversely affect us. Our business depends on the ability of our potential homebuyers to obtain financing for the purchase of their homes. Since , the U. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers in recent years.
This has led to tightened credit requirements and an increase in indemnity claims for mortgages. If an appraisal values a home at less than the purchase price, the potential homebuyer may need to provide a greater down payment in order to meet the lender's requirement or our selling price may need to be reduced. In addition, the decrease in availability of condominium financing and minimum credit score benchmarks has reduced opportunity for those purchasers.
Many of our homebuyers must sell their existing homes in order to buy a home from us. Fewer loan products and tighter loan qualifications, in turn, make it more difficult for a. Although we believe the housing market has recently shown signs of improvement, these developments have delayed and may continue to delay any further improvement in the housing market.
If our potential homebuyers or the buyers of our homebuyers' existing homes cannot obtain suitable financing, our business, prospects, liquidity, results of operations and financial condition could be materially and adversely affected. Our geographic concentration could materially and adversely affect us. Our business strategy is focused on the design, construction and sale of innovative, eco-friendly and desirable townhomes, condominiums, single-family detached homes and mixed use projects in coastal California generally from Santa Barbara to San Diego and the San Francisco Peninsula through Silicon Valley and the East Bay.
We focus on repositioning underutilized real estate into residential housing in supply constrained coastal urban infill areas as well as high demand suburban locations in Southern and Northern California. Because our operations are concentrated in these areas, a prolonged economic downturn or adverse changes in economic conditions in any of these areas within California could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition, and a disproportionately greater impact on us than other homebuilders with more diversified geographical operations.
During the downturn from to , land values, the demand for new homes and home prices declined substantially in California. In addition, the state of California has experienced severe budget shortfalls, has raised taxes to offset its deficit and may consider further increases in taxes and fees to address budget-related issues in the future. Further, if the current improvement in buyer demand for new homes in California does not continue or begins to reverse, home prices could stagnate or decline, which could have a material adverse effect on us.
We may not be able to compete effectively against our competitors in the homebuilding industry. Competition in the homebuilding industry is intense, and there are relatively low barriers to entry, particularly in our suburban markets. Our primary competition in the coastal urban infill markets is from small, local developers and homebuilders, who may have strong local expertise and relationships with local governments, contractors and vendors. In our target suburban markets, we face competition from both large national and regional homebuilding companies, some of whom have significantly greater resources and longer operating histories than us, and smaller local homebuilders.
Increased competition in any of our markets could hurt our business, as it could prevent us from acquiring desirable land parcels on which to build homes or make such acquisitions more expensive, increase costs of raw materials and skilled labor, and lead to pricing pressures on our homes that may adversely impact our margins and revenues. An oversupply of homes available for sale and the heavy discounting of home prices by some of our competitors could adversely affect demand for our homes and the results of our operations.
If we are unable to compete effectively in our markets, our business, prospects, liquidity, results of operations and financial condition could be materially and adversely affected. We may be unable to maintain our historical margins. We and our predecessor companies acquired most of our land at attractive prices during the recent economic recession, and we are now selling our homes during a period of economic upswing and rising prices.
In June , we entered. However, there can be no assurance that home prices will increase in our target markets in the expected timeframe or at all. As a result of the foregoing, we have historically achieved, and expect to be in a position to continue to achieve, strong gross margins. However, there can be no assurance that we will maintain our historical margins. If the recovery that many of our target markets are experiencing continues, we may face additional competition for the properties that we pursue and may be forced to pay higher prices for these properties.
This may cause our margins to decline, which could materially and adversely affect our financial condition and cause the trading price of our common stock to drop. We may not experience the success with our suburban properties that we have previously experienced in our coastal urban infill markets.
The suburban markets in Southern and Northern California are more cyclical than coastal urban infill markets and experienced major development prior to the recent housing downturn. Housing and land prices generally declined more significantly in these markets than in coastal urban infill markets during the downturn. Although approximately one-third of the lots that we own or control under option are in suburban markets, none of the eight projects we have completed or the 14 projects under development or for sale are in the suburban markets.
Although we have retained knowledgeable and experienced personnel dedicated to the suburban markets, and believe we have a pipeline of attractive suburban properties, there can be no assurance that our management team will be as successful in the suburban markets as they have been to date in the coastal urban infill markets.
In addition, because suburban markets are more cyclical, our suburban land position may be more vulnerable to another housing downturn than our urban pipeline. Increases in our cancellation rate could have a negative impact on our home sales revenue and homebuilding margins. Our backlog reflects agreements of sale we have entered into with our homebuyers and received deposits for homes that have not yet been closed. In some cases, however, homebuyers may terminate their existing agreement of sale with us for their home in order to negotiate for a lower price or because they cannot, or will not, complete the purchase.
This may be due to a variety of factors, including prices for new homes declining, competitors increasing their use of sale incentives, declining or slowing appreciation in the market value of homes, increasing interest rates, the availability of mortgage financing diminishing, homebuyers' inability to sell their existing homes or a downturn in local or regional economies or in the national or global economy. The cancellation rate of buyers for our projects who contracted to buy a home but did not ultimately consummate the purchase as a percentage of overall orders was approximately We believe our cancellation rate has been historically generally higher than that of our peers, primarily because after entering into a sales.
Home order cancellations negatively impact the number of closed homes, net home sales orders, home sales revenue and results of operations, as well as the number of homes in backlog. Upon a home order cancellation, we remarket the home and, in some limited circumstances, retain any deposits.
Due to a clause in our sales contracts making a home purchase contingent upon the homebuyer's ability to obtain suitable financing, the actual amount in deposits we are able to retain is generally very small. Even if we retain the deposit, this amount may not cover the additional costs involved in remarketing the homes and carrying higher inventory. If the current industry recovery does not continue or a decline in economic conditions occurs, or if mortgage financing becomes less available, more homebuyers may cancel their agreements of sale with us.
An increase in the level of our home order cancellations could have a negative impact on our business, prospects, liquidity, results of operations and financial condition. Interest rate increases or changes in federal lending programs, such as a reduction in the conforming loan amount, or other regulations could lower demand for our homes, which could materially and adversely affect us.
Most purchasers of our homes finance their acquisitions with mortgage financing. Rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, reduction in the current maximum conforming loan amount as established by the Federal Housing Finance Agency, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes and mortgage loans.
Although mortgage interest rates have been low during recent periods, the difficulty of obtaining mortgage loans has likely reduced the effect that low interest rates would otherwise have had upon home sales. Any increase in interest rates can hinder our ability to realize our backlog because our home purchase contracts provide customers with a financing contingency.
Financing contingencies allow customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result, rising interest rates can decrease our home sales and mortgage originations. Any of these factors could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition.
In addition, as a result of the turbulence in the credit markets and mortgage finance industry, the federal government has taken on a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA.
The availability and affordability of mortgage loans, including consumer interest rates for such loans and maximum conforming loan amount, could be adversely affected by a curtailment or cessation of the federal government's mortgage-related programs or policies.
Due to growing federal budget deficits, the U. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government's participation in and support of the residential mortgage market.
Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition.
This legislation provides for a number of new requirements relating to residential mortgages and mortgage lending practices, many of which are to be developed further by implementing rules. Pursuant to its authority granted under Dodd-Frank, in January the. Federal Consumer Financial Protection Bureau proposed regulations that would impose minimum qualifications for mortgage borrowers. These regulations could make it more difficult for some potential buyers to finance home purchases, which could in turn have an adverse effect on our future revenues and earnings.
Rules to be implemented in the future may include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees and incentive arrangements, retention of credit risk and remedies for borrowers in foreclosure proceedings.
The effect of such provisions on lending institutions will depend on the rules that are ultimately enacted. Any such reduction could result in a decline of our home sales, which could materially and adversely affect us. Any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on us.
As of February , the unemployment rate in the state of California, where we conduct all of our business, was 9. Bureau of Labor Statistics. People who are not employed or are underemployed or are concerned about the loss of their jobs are less likely to purchase new homes, may be forced to try to sell the homes they own and may face difficulties in making required mortgage payments. Therefore, any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on us both by reducing demand for the homes we build and by increasing the supply of homes for sale.
In view of the concentration of our operations and land portfolio, we may be particularly susceptible to adverse economic conditions, including the unemployment rate, in California. Any limitation on, or reduction or elimination of, tax benefits associated with owning a home would have an adverse effect upon the demand for our home products, which could be material to our business. Changes in federal income tax laws may affect demand for new homes. Current tax laws generally permit significant expenses associated with owning a home, primarily mortgage interest expense and real estate taxes, to be deducted for the purpose of calculating an individual's federal, and in many cases, state, taxable income.
Such limits will increase the after-tax cost of owning a home, which is likely to affect adversely the demand for homes we build and could reduce the prices for which we can sell homes, particularly in higher priced projects. In addition, various proposals have been publicly discussed to limit mortgage interest deductions and to limit the exclusion of gain from the sale of a principal residence, with regard to people with incomes above specified levels. If such proposals were enacted without offsetting provisions, the after-tax cost of owning a new home would increase for many of our potential customers.
Enactment of any such proposal may have an adverse effect on the homebuilding industry in general, as the loss or reduction of homeowner tax deductions could decrease the demand for new homes. Difficulty in obtaining sufficient capital could result in an inability to acquire land for our development or increased costs and delays in the completion of our development projects.
The homebuilding industry is capital-intensive and homebuilders need sufficient funds to cover significant upfront expenditures in order to acquire land parcels, secure entitlements and begin development. Although we utilize option agreements when possible to acquire land, the total deposit amounts required under these agreements may be significant. We intend to use the net proceeds from. In addition, we have access to our secured revolving credit facility, which, in connection with this offering, we expect to replace and refinance with a new unsecured revolving credit facility.
The availability of borrowed funds, especially for land acquisition and construction financing, may be greatly reduced nationally, and lenders may demand that increased amounts of equity be invested in a project by borrowers in connection with both new loans and the extension of existing loans. The credit and capital markets have recently experienced significant volatility. If we are required to seek additional financing to fund our operations, continued volatility in these markets may restrict our flexibility to access such financing.
If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land, secure entitlements or develop housing. Many thanks to all the wonderful people who helped us build Pearsonville. May God bless every one of you -- The Pearson family," says the back postcard caption. Inyokern is located in Kern County, CA. The population is 1, There are 1 public schools in Inyokern with an average Homefacts rating of A-.
The total crime rate for Inyokern is moderate , and there are 9 registered sex offenders residing in the city. Get reviews and contact details for each business including videos, opening hours and more. HUD offers a variety of apartments, duplexes, townhouses and single-family houses to purchase in Inyokern, CA. We do ask that it be in groups of at least 4. Inyokern, CA Avenue Inyokern, CA Cactus Ave Inyokern, CA Preforeclosure Map. Be the first to know about new foreclosures in an area.
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The map of Mayfair Motel shows the approximate location in Inyokern, but you should call them at phone number to verify their address is 2nd Street, Inyokern, California and to get hours and driving directions. Use our online form to find out how much cash you can get for that old vehicle!
Or call US Junk Cars. The west side of the Indian Wells Valley will again turn green — not with alfalfa, but with pistachio trees. Pearsonville, CA Map. Get current address, cell phone number, email address, relatives, friends and a lot more. Pearsonville, CA Jan - Dec. Land For Sale - Over 5 Acres. Pearsonville, CA View the photos, address, physical description and more details of each registered offender in Pearsonville, CA. It allows buyers and sellers to quickly find deals on the cheapest prices and contact information for Rent to Own houses in China Lake Acres, CA.
Where We Service. Local Takeout in Inyokern,CA with maps, local business reviews, directions and more. CA With Point2, you can easily browse through Inyokern, CA single family homes for sale, townhouses, condos and commercial properties, and quickly get a general perspective on the real estate prices. Find Out More. Strongest 24 February, The sq.
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CR N. Industrial Fire Equipment Co. Other data:. Net cash provided by operating activities. Net cash used in investing activities. Net cash provided by financing activities. Capital expenditures. Balance sheet data as of period end :. Cash and cash equivalents. Total assets. Long-term debt. The following table sets forth the selected historical combined financial data of Caesars Entertainment Outdoor as our predecessor, the operations of which were contributed to VICI Golf on October 6, as part of our Formation Transactions.
The selected financial data of Caesars Entertainment Outdoor for the three months ended March 31, is derived from Caesars. The selected financial data of Caesars Entertainment Outdoor for the year ended December 31, has been derived from the audited combined financial statements of Caesars Entertainment Outdoor, which have not been included in this prospectus. Net cash used in financing activities. Liabilities subject to compromise. The following unaudited pro forma consolidated condensed statements of operations for the three months ended March 31, and for the year ended December 31, give effect to i the Transactions described below and ii the IPO as if they had occurred on January 1, A pro forma combined condensed balance sheet is not presented as the transactions discussed above are fully reflected in the historical consolidated balance sheet as of March 31, The following unaudited pro forma consolidated condensed financial information does not reflect the results of operations of VICI REIT for the periods indicated.
The assumptions underlying the pro forma adjustments are described in the accompanying. Table of Contents notes to the unaudited pro forma combined condensed financial statements. However, the pro forma financial information may not be indicative of our future performance and does not necessarily reflect what our results of operations would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated above.
The following unaudited pro forma consolidated condensed financial statements give effect to i the Transactions that are not fully reflected in the historical financial statements, which present the period from October 6, to December 31, and ii the Initial Public Offering, which closed on February 5, Earned income from direct financing leases. Rental income from operating leases. Tenant reimbursement of property taxes. Operating Expenses.
General and administrative. Property taxes. Operating income. Interest expense. Interest income. Income tax provision benefit. Less: Net income attributable to noncontrolling interests. Weighted average number of common and potentially dilutive securities outstanding. Basic earnings per common share. Diluted earnings per common share. The accompanying notes are an integral part of, and should be read together with, this unaudited pro forma combined condensed financial information.
For the Year Ended December 31, Caesars Entertainment Outdoors cc. Total Pro Forma. Acquisition and transaction expense. Caesars Entertainment Outdoor was transferred to VICI Golf on the Formation Date, including the historical expenses directly associated with the assets contributed by CEOC, comprised of depreciation, property taxes, insurance, operating expenses and payroll costs.
Beginning in the eighth year, a portion of the rent amount will be designated as variable rent and will be adjusted periodically to reflect changes in net revenue for the property through the end of the lease term. Beginning in the eighth year, a portion of each rent amount will be designated as variable rent and will be adjusted periodically to reflect changes in net revenue for the respective properties through the end of the lease term. Table of Contents compared to the immediately preceding year.
Base rent and variable rent that are known at the lease commencement date will be recorded on an effective interest method basis over the thirty-five year lease term, which includes the initial fifteen-year non-cancelable lease term and all four five-year tenant optional renewal terms under the Lease Agreements, as such renewal terms have been determined to be reasonably assured.
We also expect to incur additional costs, including but not limited to salaries. Additionally, we have incremental costs as a result of becoming a publicly traded company. We recognize lease income with respect to the buildings and a portion of the land under the direct financing lease method, and rental revenue with respect to a certain portion of the land under the operating lease method. The following table summarizes the properties that we own as of March 31, Table of Contents Description of our Properties.
Las Vegas. Caesars Palace is a hotel and casino resort located in Las Vegas, Nevada. It was opened in and features six hotel towers uniquely designed to address the varied demands of our diverse customer base, , square feet of casino space including over 1, slot and table gaming units, a 14, square foot high limit casino area, a 4, square foot high limit slots area and a hour poker room, approximately , square feet of meeting, convention and ballroom facilities, the 4,seat Colosseum entertainment venue, the 81, square foot OMNIA Nightclub, over 20 restaurants, lounges and bars, approximately , square feet of retail space, approximately 40, square feet of spa facilities and five swimming pools spanning eight acres.
It was constructed in and features 90, square feet of casino space, 1, slot machines and 90 gaming tables. The property has 2, rooms and suites, 1, of which have been renovated over the past two years, 16 restaurants and bars, retail shopping, spa services and 24, square feet of meeting space. It consists of a 45, square foot casino with nearly slot and table-gaming units, a room hotel and 18, square feet of meeting and event space. The property features eleven restaurants, shopping and nightlife venues and amenities, such as a spa and salon.
It consists of a 44, square foot casino, including over slot and table-gaming units, a room hotel and 19, square feet of meeting and event space. The property features nine restaurants, nightlife venues and amenities, such as an outdoor pool. It consists of a 40, square foot casino, including over slot and table-gaming units, a room hotel and 21, square feet of meeting and event space.
The property features six restaurants, nightlife venues and amenities, such as a spa and salon and an outdoor pool. It was opened in and consists of a , square foot casino, including over 1, slot and table-gaming units, a 1, room hotel, 63, square feet of convention center space, eight restaurants, four lounges and bars, shopping venues and a spa with indoor pool. Table of Contents Caesars Atlantic City. The property also features 15 restaurants and shopping and entertainment venues and amenities.
It consists of a 39, square foot casino, including over 1, slots and table-gaming units, a room hotel, four restaurants and 6, square feet of meeting and event space. The property also features nightlife offerings. Horseshoe Hammond is a casino resort located in Hammond, Indiana. It consists of a , square foot casino, including over 2, slot and table-gaming units and a 2, seat concert venue. The property features seven restaurants as well as nightlife offerings.
It consists of a 12, square foot casino, including over slot units and a race track. The property features five casual restaurants and three bars onsite. It consists of a 28, square foot casino, including over 1, slot and table-gaming units, a room hotel and 21, square feet of meeting and event space. The property features seven restaurants, nightlife venues and amenities, such as a spa and an outdoor pool, and is adjacent to the Louisiana Boardwalk outlets.
It consists of a 60, square foot casino, including over 1, slot and table-gaming units, a room hotel and 12, square feet of meeting and event space. The property features four restaurants as well as nightlife venues. Horseshoe Tunica is a hotel and casino resort located in Robinsonville, Mississippi. It consists of a 63, square foot casino, including nearly 1, slot and table-gaming units, a room hotel and 2, square feet of meeting and event space.
The property features six restaurants and entertainment venues and amenities, such as a spa and outdoor pool. Table of Contents Tunica Roadhouse. Tunica Roadhouse is a hotel and casino resort located in Tunica Resorts, Mississippi. It consists of a 33, square foot casino, including over slot and table-gaming units, a room hotel and 10, square feet of meeting and event space.
The property features entertainment venues and amenities, such as a spa and outdoor pool. It consists of a 25, square foot casino, including over slot and table gaming units, a room hotel, three restaurants and 5, square feet of meeting and event space. It consists of a 78, square foot casino, including over 1, slot and table-gaming units.
The property features three restaurants as well as nightlife offerings. It consists of a 23, square foot casino, including over slot and table-gaming units and a room hotel. It was opened in and consists of a 31, square foot casino, including over slot and table-gaming units and a room hotel.
The property features five restaurants, a 16, square foot spa and salon and an outdoor pool. The Great Lawn, a festival-style green space, features a The course, designed by Jack Nicklaus, is considered one of the top courses in the Southern United States and is a short drive from the casino. Bluegrass Downs is a live harness horse racing track located in Paducah, Kentucky.
Horseshoe Southern Indiana is a hotel and casino resort located in Elizabeth, Indiana. It consists of an 86, square foot casino, including over 1, slot and table-gaming units, a room hotel and 24, square feet of convention center space. The property features eight restaurants and entertainment venues and amenities, such as a spa and local golf course. Table of Contents Golf Courses. Cascata was built in by golf course architect Rees Jones.
Chariot Run is a Bill Bergin-designed, equestrian-themed, bent-grass course. It opened in and is located 12 miles from the Horseshoe Southern Indiana Casino. The course includes a clubhouse with a dining room, pro shop and event space. The course, designed by Jack Nicklaus is considered one of the top courses in the Southern United States. The course includes a clubhouse with a restaurant and golf shop. Rio Secco, designed by Rees Jones, opened in and is located in the south Las Vegas foothills, in Henderson, Nevada, approximately 14 miles from the Strip.
The course operates the Butch Harmon School of Golf and includes a clubhouse with a restaurant, golf shop and event space. Mortgages, Liens or Encumbrances. The following is a summary of the rights and preferences of our capital stock.
This summary does not purport to be complete and is subject to and is qualified in its entirety by reference to our charter and bylaws and applicable provisions of the MGCL. While we believe the following summary covers the material terms of our capital stock, the description may not include all of the information that is important to you.
We encourage you to read carefully this entire prospectus, our charter and bylaws and the other documents we refer to for a more complete understanding of our capital stock. Copies of our charter and bylaws are filed as exhibits to the registration statement of which this prospectus is a part.
Our charter authorizes our board of directors, without stockholder approval, to amend our charter to increase or decrease the aggregate number of shares of stock that we are authorized to issue or the number of authorized shares of any class or series, subject to the terms of any outstanding preferred stock.
The holders of our common stock will not have cumulative voting rights in the election of directors. Holders of our common stock will be entitled to receive dividends if as and when authorized by our board of directors and declared by us out of assets legally available for the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of outstanding shares of any class or series of our stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution.
Holders of our common stock will not have preemptive, subscription, redemption, preference, exchange, conversion or appraisal rights. There will be no sinking fund provisions applicable to the common stock. All shares of our common stock will be fully paid and nonassessable and will have equal dividend and liquidation rights.
The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock or any other class or series of stock we may authorize and issue in the future. Under Maryland law, a Maryland corporation generally may not amend its charter, consolidate, merge, convert, sell all or substantially all of its assets, engage in a statutory share exchange or dissolve unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter.
In addition, because many of our operating assets are held by our subsidiaries, these subsidiaries will be able to merge or sell all or substantially all of their assets without the approval of our stockholders. Power to Reclassify and Issue Stock. Subject to the rights of holders of any outstanding shares of our preferred stock, our board of directors will be able to, without approval of holders of our common stock, classify and reclassify any unissued shares of our stock into other classes or series of stock, including one or more classes or series of stock that have preference over our common stock with respect to dividends or upon liquidation, or have voting rights and other rights that differ from the rights of the common stock, and authorize us to issue the newly-classified shares.
Before authorizing the issuance of shares of any new class or series, our board of directors will be required to set, subject to the provisions in our charter relating to the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of stock.
In addition, our charter authorizes our board of directors, with the approval of a majority of our board of directors and without stockholder approval, to amend our charter to increase or decrease the aggregate number of shares of stock, or the number of shares of any class or series of stock, that we are authorized to issue, subject to the rights of holders of our preferred stock.
These actions will be able to be taken without the approval of holders of our common stock unless such approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which any of our stock is listed or traded.
Preferred Stock. Prior to issuance of shares of each class or series of preferred stock having terms not already established pursuant to our charter, our board of directors is required by the MGCL and our charter to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for each such class or series.
Our board of directors could authorize the issuance of shares of preferred stock that have priority over our common stock with respect to dividends or rights upon liquidation or with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium price for holders of our common stock or otherwise be in their best interests. Our charter sets forth the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption and conversion, and.
Table of Contents other applicable terms, of our authorized Series A preferred stock. Restrictions on Ownership and Transfer. Our charter contains restrictions on the ownership and transfer of our stock. Subject to the exceptions described below, our charter provides that no person or entity will be able to beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, with respect to any class or series of our capital stock, more than 9.
As a result, the acquisition of 9. As a condition to granting a waiver of the ownership limit or creating an excepted holder limit, our board of directors will be able, but will not be required, to require an opinion of counsel or IRS ruling satisfactory to our board of directors as it may deem necessary or advisable to determine or ensure our status as a REIT and may impose such other conditions or restrictions as it deems appropriate. In connection with granting a waiver of the ownership limit or creating or modifying an excepted holder limit, or at any other time, our charter provides that our board of directors will be able to increase or decrease the ownership limit unless, after giving effect to any increased or decreased ownership limit, five or fewer.
Our charter also provides that:. The provisions of our charter relating to the restrictions on ownership and transfer of our stock will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT, or that compliance is no longer required in order for us to qualify as a REIT.
Our charter provides that any attempted transfer of our stock that, if effective, would result in our stock being beneficially owned by fewer than persons will be void ab initio and the intended transferee will acquire no rights in such shares of stock. The automatic transfer will be effective as of the close of business on the business day before the date of the attempted transfer or other event that resulted in a transfer to the trust. Our charter provides that if the transfer to the trust as described above does not occur or is not automatically effective, for any reason, to prevent a violation of the applicable restrictions on ownership and transfer of our stock, then the attempted transfer which, if effective, would have resulted in a violation on the restrictions of ownership and transfer of our stock, will be void ab initio and the intended transferee will acquire no rights in such shares of stock.
Our charter provides that shares of our stock held in the trust will be issued and outstanding shares. The intended transferee may not benefit economically from ownership of any shares of our stock held in the trust and. Table of Contents will have no rights to dividends and no rights to vote or other rights attributable to the shares of our stock held in the trust. The trustee of the trust will exercise all voting rights and receive all dividends and other distributions with respect to shares held in the trust for the exclusive benefit of the charitable beneficiary of the trust.
Our charter provides that any dividend or other distribution paid before we discover that the shares have been transferred to a trust as described above must be repaid by the recipient to the trustee upon demand by us. Pursuant to our charter, subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority to rescind as void any vote cast by an intended transferee before our discovery that the shares have been transferred to the trustee and to recast the vote in accordance with the direction of the trustee acting for the benefit of the charitable beneficiary of the trust.
Pursuant to our charter, within 20 days of receiving notice from us of a transfer of shares to the trust, the trustee must sell the shares to a person, designated by the trustee, that would be permitted to own the shares without violating the ownership limit or the other restrictions on ownership and transfer of our stock in our charter. After such sale of the shares, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute to the intended transferee, an amount equal to the lesser of:.
Any net sales proceeds in excess of the amount payable to the intended transferee shall be paid to the charitable beneficiary. Our charter provides that shares of our stock held in the trust will be deemed to be offered for sale to us, or our designee, at a price per share equal to the lesser of:.
The amount payable to the transferee may be reduced by the amount of any dividends or other distributions that we paid to the intended transferee before we discovered that the shares had been transferred to the trust and that is owed by the intended transferee to the trustee as described above.
We may accept the offer until the trustee has otherwise sold the shares of our stock held in the trust. Pursuant to our charter, upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute the net proceeds of the sale to the intended transferee and distribute any dividends or other distributions held by the trustee with respect to the shares to the charitable beneficiary.
In addition, any person or entity that is a beneficial owner or constructive owner of shares of our stock and any person or entity including the stockholder of record who is holding shares of our stock for a beneficial owner or constructive owner will be required to, on request, disclose to us such information as we may request in order to determine our status as a REIT or to comply, or determine our compliance, with the requirements of any governmental or taxing authority.
Table of Contents If our board of directors authorizes any of our shares to be represented by certificates, the certificates will bear a legend referring to the restrictions described above. These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
In addition to the restrictions set forth above, all of our outstanding shares of capital stock will be held subject to applicable gaming laws. Our charter provides that any shares of our capital stock that are owned or controlled by an unsuitable person or an affiliate of an unsuitable person are redeemable by us, out of funds legally available for that redemption, to the extent required by the gaming authorities making the determination of unsuitability or to the extent determined to be necessary or advisable by our board of directors.
From and after the redemption date, the securities will not be considered outstanding and all rights of the unsuitable person or affiliate will cease, other than the right to receive the redemption price. The redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming authority and, if not, as determined by us.
Table of Contents gaming license, cause or otherwise result in, the disapproval, cancellation, termination, material adverse modification or non-renewal of any material contract to which our company or our affiliates is a party, or cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or conditions on any gaming license of our company or any of our affiliates.
Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Computershare Trust Company. The following summary of certain provisions of Maryland law and of our charter and bylaws is only a summary, and is subject to, and qualified in its entirety by reference to, our charter and bylaws and the applicable provisions of the MGCL. Election and Removal of Directors. Our charter and bylaws provide that the number of our directors may be established only by our board of directors but may not be more than fifteen or fewer than the minimum number permitted by the MGCL, which is one.
The number of directors is currently set at seven. Our bylaws provide for the election of directors, in uncontested elections, by a majority of the votes cast. In contested elections, the election of directors shall be by a plurality of the votes cast.
Our bylaws provide that any vacancy on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum of the board of directors except that a vacancy created by the removal of a director by stockholders may also be filled by the requisite vote or consent of stockholders set forth in our bylaws. Our charter also provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect one or more directors, a director may be removed, with or without cause, by the affirmative vote of stockholders holding a majority of all of the shares of our stock entitled to vote generally in the election of directors.
Amendment to Charter and Bylaws. Business Combinations. These business combinations include a. Table of Contents merger, consolidation, share exchange, and, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:. In approving the transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
The MGCL provides various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Any amendment to such provision of our charter must be approved by the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter.
Consequently, the five-year prohibition and the supermajority vote requirements will not apply to a business combination between us and any other person. As a result, any person described in the preceding sentence may be able to enter into a business combination with us that may not be in the best interests of our stockholders, without compliance with the supermajority vote requirements and other provisions of the statute. We cannot assure you that this provision of our bylaws will not be amended or repealed in the future.
In that event, business combinations between us and an interested stockholder or an affiliate of an interested stockholder would be subject to the five-year prohibition and the super-majority vote requirements. Control Share Acquisitions. The MGCL provides that a holder of control shares of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter.
Shares owned by the acquirer, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock that, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power except solely by virtue of a. Table of Contents revocable proxy , would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:.
Control shares do not include shares the acquirer is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from us. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares.
The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved at the meeting or if the acquirer does not deliver an acquiring person statement as required by the statute, then the corporation may, subject to certain limitations and conditions, redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved.
Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition; or, if a meeting of stockholders is held at which the voting rights of the shares are considered and not approved, then as of the date of the meeting. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to exercise or direct the exercise of a majority of the voting power, all other stockholders may exercise appraisal rights.
The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition. Our bylaws contain a provision exempting any acquisition of our stock by any person from the foregoing provisions on control shares. In the event that our bylaws are amended by our stockholders to modify or eliminate this provision, acquisitions of our common stock may constitute a control share acquisition and may be subject to the control share acquisition statute.
Subtitle 8. We do not currently have a classified board. Special Meetings of Stockholders. Our board of directors, the chairman of our board of directors, our president or our chief executive officer may call a special meeting of our stockholders. Our bylaws provide that a special meeting of our stockholders to act on any matter that may properly be considered at a meeting of our stockholders must also be called by our secretary upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting and containing the information required by our bylaws.
Stockholder Action by Written Consent. The MGCL generally provides that, unless the charter of the corporation authorizes stockholder action by less than unanimous consent, stockholder action may be taken by consent in lieu of a meeting only if it is given by all stockholders entitled to vote on the matter.
Our charter permits stockholder action by consent in lieu of a meeting to the extent permitted by our bylaws. We will be required to give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action. Table of Contents our charter, and who has complied with the advance notice procedures of our bylaws.
Only the business specified in the notice of the meeting may be brought before a special meeting of our stockholders. Stockholders generally must provide notice to our secretary not earlier than the th day before such special meeting or later than the later of the close of business on the 90th day before such special meeting or the tenth day after the first public announcement of the date of the special meeting and the nominees of our board of directors to be elected at the meeting.
These provisions may delay, defer or prevent a change in control of us. We believe that the power to increase the aggregate number of authorized shares and to classify or reclassify unissued shares of common or preferred stock, without approval of holders of our common stock, provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise.
Our charter and bylaws also provide that the number of directors may be established only by our board of directors, which prevents our stockholders from increasing the number of our directors and filling any vacancies created by such increase with their own nominees. However, these provisions, alone or in combination, could make it more difficult for our stockholders to remove incumbent directors or fill vacancies on our board of directors with their own nominees and could delay, defer or prevent a change in control, including a proxy contest or tender offer that might involve a premium price for our common stockholders or otherwise be in the best interest of our stockholders.
Table of Contents Exclusive Forum. Limitation of Liability and Indemnification of Directors and Officers. The MGCL requires us unless our charter were to provide otherwise, which our charter does not to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a part to, or witness in, by reason of their service in those or certain other capacities unless it is established that:.
However, the MGCL prohibits us from indemnifying a director or officer who has been adjudged liable in a suit by us or on our behalf or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the standard of conduct for indemnification set forth above or was adjudged liable on the basis that personal benefit was improperly received.
However, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. Our charter provides that we will have the power to obligate ourselves, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a.
Table of Contents preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:. Our charter and bylaws provide that we have the power, with approval of our board, to provide such indemnification and advance of expenses to a person who served a predecessor of us in any such capacity described above and to any employee or agent of us or a predecessor of us.
Indemnification Agreements. We have entered into an indemnification agreement with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
We have purchased and maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability. Description of Our Operating Partnership Agreement. We have summarized the material terms of the limited partnership agreement of our Operating Partnership.
This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the limited partnership agreement of VICI Properties L. All of our assets other than the golf course assets , are held by, and all of our operations other than the golf course operations are and will be conducted through, our Operating Partnership, either directly or through subsidiaries.
In the future, some of our property acquisitions could be financed by issuing partnership units in exchange for property owned by third parties. Such third parties would then be entitled to share in cash distributions from, and in the profits and losses of, our Operating Partnership in proportion to their respective percentage interests in our Operating Partnership.
Holders of outstanding partnership units will on the twelve-month anniversary a limited partner first becoming a holder of common units of the Operating Partnership subject to the terms of the limited partnership agreement , have the right to elect to redeem their partnership units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the partnership units tendered for redemption in exchange for an equivalent number of shares of our common stock, subject to the restrictions on ownership and transfer of our stock to be set forth in our charter.
The partnership units will not be listed on any securities exchange or quoted on any inter-dealer quotation system. Table of Contents Provisions in the limited partnership agreement may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable.
These provisions also make it more difficult for third parties to alter the management structure of our Operating Partnership without the concurrence of our board of directors. These provisions include, among others:. Purpose, Business and Management. The General Partner is accountable to our Operating Partnership as a fiduciary and consequently must exercise good faith and integrity in handling partnership affairs. If there is a conflict between our interests or the interests of our stockholders, on the one hand, and the Operating Partnership or any current or future limited partners, on the other hand, the General Partner will endeavor in good faith to resolve the conflict in a manner not adverse to either us or our stockholders or any limited partners; provided, however, that any conflict that cannot.
Table of Contents be resolved in a manner not adverse to either us or our stockholders or any limited partners shall be resolved in favor of us and our stockholders. Neither our company nor our board of directors will be under any obligation to give priority to the separate interests of the limited partners or our stockholders in deciding whether to cause our Operating Partnership to take or decline to take any actions, except as described above.
Except as otherwise expressly provided in the limited partnership agreement and subject to the rights of future holders of any class or series of partnership interest, all management powers over the business and affairs of our Operating Partnership are exclusively vested in VICI Properties GP LLC, in its capacity as the sole General Partner of our Operating Partnership.
No limited partner, in its capacity as a limited partner, has any right to participate in or exercise management power over the business and affairs of our Operating Partnership provided, however, that we, in our capacity as the sole member of the General Partner and not in our capacity as a limited partner of the Operating Partnership, may have the power to direct the actions of the General Partner with respect to the Operating Partnership.
In addition to the powers granted to the General Partner under applicable law or any provision of the limited partnership agreement, but subject to certain other provisions of the limited partnership agreement and the rights of future holders of any class or series of partnership interest, VICI Properties GP LLC, in its capacity as the General Partner of our Operating Partnership, has the full and exclusive power and authority to do all things that it deems necessary or desirable to conduct the business and affairs of our Operating Partnership, to exercise or direct the exercise of all of the powers of our Operating Partnership and to effectuate the purposes of our Operating Partnership without the approval or consent of any limited partner.
The General Partner may authorize our Operating Partnership to incur debt and enter into credit, guarantee, financing or refinancing arrangements for any purpose, including, without limitation, in connection with any acquisition of properties, on such terms as it determines to be appropriate, and to acquire or dispose of any, all or substantially all of its assets including goodwill , dissolve, merge, consolidate, reorganize or otherwise combine with another entity, without the approval or consent of any limited partner.
With limited exceptions, the General Partner may execute, deliver and perform agreements and transactions on behalf of our Operating Partnership without the approval or consent of any limited partner. Table of Contents The limited partnership agreement provides that our Operating Partnership will assume and pay when due, or reimburse us for payment of all costs and expenses relating to the operations of, or for the benefit of, our Operating Partnership.
Additional Limited Partners. The General Partner of our Operating Partnership may cause our Operating Partnership to issue additional partnership units or other partnership interests and to admit additional limited partners to our Operating Partnership from time to time, on such terms and conditions and for such capital contributions as it may establish in its sole and absolute discretion, without the approval or consent of any limited partner, including:.
The net capital contribution need not be equal for all limited partners. No person may be admitted as an additional limited partner without the consent of the General Partner, which the General Partner may give or withhold in its sole and absolute discretion, and no approval or consent of any limited partner will be required in connection with the admission of any additional limited partner.
Our Operating Partnership may issue additional partnership interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption including, without limitation, terms that may be senior or otherwise entitled to preference over the units as the general partner may determine, in its sole and absolute discretion, without the approval of any limited partner or any other person.
Without limiting the generality of the foregoing, the General Partner may specify, as to any such class or series of partnership interest:. Transferability of Interests. Table of Contents limited partners will agree not to sell, assign, encumber or otherwise dispose of their Operating Partnership units to any person other than to us, or the General Partner, to immediate family members or any trust for their benefit, to affiliates of such partner, including, without limitation, any entity controlled by such partner, to a charitable entity or a trust for their benefit, or to a lending institution as collateral for a bona fide loan, subject to certain limitations unless they have provided the General Partner a right of first offer.
Amendments of the Limited Partnership Agreement. Generally, the limited partnership agreement may not be amended, modified or terminated without the approval of both the General Partner and limited partners holding a majority of all outstanding partnership units held by the limited partners other than, in each case, Operating Partnership units owned directly or indirectly by us.
The General Partner has the power to unilaterally make certain amendments to the limited partnership agreement without obtaining the consent of the limited partners as may be required to:. Table of Contents In addition, without the written consent of a majority of the partnership units held by limited partners excluding units owned directly or indirectly by us , the General Partner, may not do any of the following:.
Distributions to Unitholders. Each limited partner shall have the right, commencing on the first anniversary of the issuance of the applicable partnership units, to require our Operating Partnership to redeem part or all of its partnership units for cash based upon the fair market value of an equivalent number of shares of our common stock at the time of the redemption.
Alternatively, we may elect to acquire those partnership units in exchange for shares of our common stock. Any such exchange will be on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuances of stock rights, specified extraordinary distributions and similar events. In addition, if the number of partnership units delivered by a limited partner for redemption, together with other shares of our common stock owned or attributed to that limited partner, exceeds 9.
In the event we elect this option, we may require the other limited partners to also elect whether or not to participate. Participating limited partners will receive on the redemption date the proceeds per share in the public offering less any discount or commission , but will have a limited opportunity to withdraw their partnership units from the redemption immediately prior to the pricing of the public offering.
Capital Contributions. The limited partnership agreement provides that the General Partner may determine that, subsequent to the Formation Date, our Operating Partnership requires additional funds for the acquisition of additional properties. Table of Contents or for other purposes. Under the limited partnership agreement, we are obligated to contribute the proceeds of any offering of our shares of stock as additional capital to our Operating Partnership, except, among others circumstances, in the event that the proceeds from such offering are used to operate or invest in assets of the golf course properties owned by VICI Golf on the Formation Date and only if such proceeds would exceed an amount yet to be determined.
The limited partnership agreement provides that we may make additional capital contributions, including properties, to our Operating Partnership in exchange for additional partnership units. If we contribute additional capital and receive additional partnership interests for the capital contribution, our percentage interests will be increased on a proportionate basis based on the amount of the additional capital contributions and the value of our Operating Partnership at the time of the contributions.
Conversely, the percentage interests of the other limited partners will be decreased on a proportionate basis. In addition, if we contribute additional capital and receive additional partnership interests for the capital contribution, the capital accounts of the partners may be adjusted upward or downward to reflect any unrealized gain or loss attributable to the properties as if there were an actual sale of the properties at the fair market value thereof.
No person has any preemptive, preferential or other similar right with respect to making additional capital contributions or loans to the Operating Partnership or the issuance or sale of any partnership units or other partnership interests.
Our Operating Partnership could issue preferred partnership interests in connection with acquisitions of property or otherwise. Any such preferred partnership interests would have priority over common partnership interests with respect to distributions from our Operating Partnership, including the partnership interests that we own. Tax Matters. For U. As a result, all assets, liabilities and items of income, deduction and credit of the Operating Partnership will be treated as assets, liabilities and items of income, deduction and credit of VICI itself, including for purposes of the gross income and asset tests applicable to VICI.
However, in the future, if one or more third-party investors are admitted as partners of the Operating Partnership, it will be classified as a partnership for U. Federal income tax purposes, in which case VICI Properties GP LLC will serve as the tax matters partner or partnership representative of our Operating Partnership and, as such, will have authority to make tax elections under the Code on behalf of our Operating Partnership. Termination Transactions.
A all limited partners will receive, or have the right to elect to receive, for each partnership unit an amount of cash, securities or other property equal to the product of:. Table of Contents partnership units will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder would have received had it exercised its redemption right and received shares of our common stock in exchange for its partnership units immediately prior to the expiration of such purchase, tender or exchange offer and accepted such purchase, tender or exchange offer; or.
B the following conditions are met:. C the terms are otherwise consented to by the limited partners holding a majority of the limited partnership units excluding units owned directly or indirectly by us. Our Operating Partnership will dissolve, and its affairs will be wound up, upon the first to occur of any of the following:.
Upon dissolution of our Operating Partnership, the General Partner, or, in the event that there is no remaining General Partner, a liquidator will proceed to liquidate the assets of our Operating Partnership and apply the proceeds from such liquidation in the order of priority set forth in the limited partnership agreement. Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could adversely affect the prevailing market price of our common stock.
Lock-Up Agreements. In October , we filed a registration statement on Form S-8 under the Securities Act to register the shares of our common stock issuable under the VICI Stock Plan, which was automatically effective upon filing. Accordingly, all of the shares registered under such registration statement are available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions, Rule restrictions applicable to our affiliates or the lock-up agreements described above.
Rule If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule In general, under Rule , as currently in effect, our affiliates or persons selling shares on behalf of our affiliates, who have beneficially owned the shares proposed to be sold for at least six months, are entitled to sell, subject to any lock-up agreements described above, within any three-month period, a number of shares that does not exceed the greater of:.
Table of Contents Sales under Rule by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. For purposes of the requirements of Rule , a person who beneficially owns shares of our common stock as a result of our determination to cause us to elect to exchange shares of our common stock for Operating Partnership units tendered for redemption in accordance with the partnership agreement of the Operating Partnership, will be deemed to have acquired such shares on the date that such person originally acquired the Operating Partnership units subsequently exchanged for shares of our common stock.
Registration Rights. We are party to a registration rights agreement with the investors who purchased shares of our common stock in the Private Equity Placement, pursuant to which we have filed the registration statement of which this prospectus forms a part. In addition, these investors have certain piggyback and demand registration rights with respect to these shares.
In accordance with the Plan of Reorganization, on the Formation Date, we entered into a customary registration rights agreement providing for, among other things, our obligation to file a resale shelf registration statement for certain holders of our equity that cannot freely transfer their equity pursuant to section of the Bankruptcy Code.
All of our shares of Series A preferred stock issued on the Formation Date and the junior tranche of the Prior CPLV Mezzanine Debt automatically converted into 51,, and 17,, shares of our common stock in the Mandatory Preferred Conversion and the Mandatory Mezzanine Conversion, respectively. In that case, following the effectiveness of a resale registration statement, the shares of common stock issued in the Mandatory Conversions that are registered thereunder will be available for sale in the public market.
The following is a summary of the material U. Federal income tax considerations of an investment in our common stock. This summary is based upon the Code, the regulations promulgated by the Treasury, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect.
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. The summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable organizational documents.
This summary is for general information only and is not tax advice. It does not discuss any state, local or non-U. Federal gift or estate taxes, and it does not purport to discuss all aspects of U. Federal income taxation that may be important to a particular investor in light of its investment or tax circumstances or to investors subject to special tax rules, such as:. This summary assumes that investors will hold their shares as a capital asset, which generally means property held for investment.
The U. Federal income tax treatment of holders of shares of our common stock depends in some instances on determinations of fact and interpretations of complex provisions of U.
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