VICI 8-K Current Reports

Leadership ChangesExhibits & Filings

VICI Properties 8-K Report, Financial Results (Oct 28, 2026)

VICI Properties Inc. reported third-quarter 2026 results on October 28, 2026, with total revenues of $1.07 billion (described in the filing as $1.1 billion), up 5.8% year-over-year. Net income attributable to common stockholders fell to $342.5 million, or $0.31 per diluted share, from $762.0 million, or $0.71, a year earlier. The filing attributes the decline to a $478.2 million aggregate year-over-year swing in the change in the CECL allowance for credit losses. AFFO attributable to common stockholders rose 7.5% to $685.2 million, or $0.62 per diluted share, up 4.3% from $0.60. The company raised its full-year 2026 AFFO guidance to $2,695 million to $2,705 million, or $2.47 to $2.48 per diluted share, from prior guidance of $2,675 million to $2,695 million, or $2.45 to $2.47. Management also declared a quarterly dividend of $0.46 per share, a 2.2% increase year-over-year, marking the ninth consecutive annual dividend increase. In August 2026, the company issued $1.75 billion of senior notes, with an adjusted weighted average interest rate of 5.422%, to redeem its 2026 maturities. Subsequent to quarter-end, the Board authorized a share repurchase program of up to $2.0 billion expiring September 30, 2029. VICI also announced an agreement for a new triple-net master lease with a subsidiary of Highfield Investment Group covering the Century Mile and Century Downs racetracks in Alberta, Canada, with an initial annual base rent of C$10.7 million, approximately US$7.5 million. The filing states there will be no change to aggregate rent collected by VICI, and closing is expected in the fourth quarter of 2026 or the first quarter of 2027. As of September 30, 2026, total debt was $17.2 billion, cash was $270.3 million, and the company reported net leverage of 4.8x on a last-quarter-annualized basis.

Oct 28, 2026 8-K/A

Leadership Changes

VICI Properties 8-K/A Report, Executive Changes (Sep 22, 2026)

VICI Properties Inc. filed this Amendment No. 1 to Form 8-K/A to amend its Current Report on Form 8-K filed on September 8, 2026. The amendment is limited to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and does not provide an update on other developments at the Company since the original filing date. Under Item 5.02(d), the filing states that John M. Sullivan's prior appointment to the Board of Directors as an independent director became effective September 18, 2026, following receipt of applicable regulatory approvals. In connection with his appointment, the Board authorized an increase in its size to eight members. Mr. Sullivan will serve on the Board's Compensation Committee and Nominating and Governance Committee. The filing states that Mr. Sullivan is compensated under the Company's standard non-employee director compensation policies and practices, and that the Company has entered into its standard form indemnification agreement with him. The filing also states there are no Item 404(a) related-person transactions with Mr. Sullivan and no arrangements or understandings under which he was selected as a director.

Sep 22, 2026 8-K

VICI Properties 8-K Report, Executive Changes (Sep 8, 2026)

VICI Properties Inc. filed a Form 8-K on September 8, 2026, under Item 5.02 to announce the appointment of John M. Sullivan as an independent member of its Board of Directors. The appointment is effective upon receipt of all applicable regulatory approvals, and once effective the Board is expected to increase to eight directors. Mr. Sullivan will serve on the Board's Compensation Committee and Nominating and Governance Committee and will be compensated under the Company's standard non-employee director policies. The Company will also enter into its standard form indemnification agreement with him. Mr. Sullivan served as President and Chief Executive Officer of Cadillac Fairview Corporation Limited from January 2011 until his retirement in October 2023, and held multiple prior roles there dating back to 1998. He currently serves on the boards of Colliers International (TSX: CIGI) and EQ Bank (Equitable Bank) (TSX: EQB). The filing states there are no Item 404(a) related-party transactions and no arrangements or understandings under which he was selected as a director. The filing is governance-focused and discloses no financial results, transaction terms, or operating metrics. Chair Jim Abrahamson and CEO Edward Pitoniak both praised the appointment in the accompanying press release (Exhibit 99.1), which is incorporated by reference.

Sep 8, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

VICI Properties 8-K Report, Material Agreement (Aug 14, 2026)

VICI Properties L.P. (VICI LP), the operating partnership of VICI Properties Inc., completed an offering on August 14, 2026 of $900,000,000 aggregate principal amount of 5.400% Notes due 2031 (issued at 99.966% of par) and $850,000,000 aggregate principal amount of 5.750% Notes due 2036 (issued at 98.375% of par). Interest is payable semi-annually on April 15 and October 15, beginning April 15, 2027. The Notes are unsecured, unsubordinated obligations of VICI LP that rank equally with its other unsecured senior debt, and they are not guaranteed by VICI Properties Inc. or by any subsidiary as of the issue date, though certain subsidiaries may be required to guarantee them in the future under limited circumstances tied to the Credit Agreement dated February 3, 2025. VICI LP intends to use the net proceeds to repay all or a portion of three series of 2026 maturities: $480.5 million of 4.500% notes due September 2026, $19.5 million of 4.500% notes due 2026 (the MGP Notes, expected to be paid at maturity on September 1, 2026), and $1.25 billion of 4.250% notes due December 2026. The company expects to redeem the September 2026 and December 2026 maturity notes on August 17, 2026 at 100% of principal plus accrued interest. The Notes benefit from a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC, and the Indenture limits secured and unsecured debt and requires total unencumbered assets of at least 150% of total unsecured indebtedness. The offering was made under an automatic shelf registration statement filed April 30, 2025, with a preliminary prospectus supplement filed August 5, 2026 and a final prospectus supplement filed August 6, 2026. The filing also incorporates the Base Indenture dated April 29, 2022 with UMB Bank, National Association, as trustee, and the Fifth Supplemental Indenture dated August 14, 2026.

Aug 14, 2026 8-K

VICI Properties 8-K Report, Material Agreement (Aug 6, 2026)

VICI Properties Inc. and its operating partnership, VICI Properties L.P., entered into an underwriting agreement on August 5, 2026 with Wells Fargo Securities, LLC, Barclays Capital Inc., Mizuho Securities USA LLC and Truist Securities, Inc., as representatives of the underwriters, under which VICI LP agreed to issue and sell $900 million of 5.400% Senior Notes due 2031 and $850 million of 5.750% Senior Notes due 2036. The 2031 Notes are being issued at 99.966% of par and the 2036 Notes at 98.375% of par. VICI LP estimates net proceeds of approximately $1,720.0 million after underwriting discounts and offering expenses, with closing expected on August 14, 2026, subject to customary conditions. VICI LP intends to use the net proceeds to repay all or a portion of three existing note series: $480.5 million of 4.500% senior notes due 2026 (September 2026 Maturity Notes), $19.5 million of 4.500% senior notes due 2026 (2026 MGP Notes), and $1.25 billion of 4.250% senior notes due 2026 (December 2026 Maturity Notes). Any remaining proceeds may be used for general corporate purposes, including property acquisitions and improvements, capital expenditures, working capital, and repayment or refinancing of indebtedness. Because some underwriters or their affiliates may hold the notes being repaid, they may receive a portion of the proceeds; if more than 5% of net proceeds go to any single underwriter or affiliate, the offering will follow FINRA Rule 5121. The offering was made under an automatic shelf registration statement filed April 30, 2025 (File No. 333-286854-01), with a prospectus supplement dated August 5, 2026. Hogan Lovells Cadwalader US LLP issued a legality opinion dated August 6, 2026, filed as Exhibit 5.1. The filing is primarily a financing and refinancing event that refinances near-term 2026 maturities with longer-dated notes.

Aug 6, 2026 8-K

VICI Properties 8-K Report, Financial Results (Jul 29, 2026)

VICI Properties Inc. reported second-quarter 2026 results on July 29, 2026, with total revenues of $1,058.5 million, up 5.7% year-over-year from $1,001.3 million. Net income attributable to common stockholders fell to $526.5 million, or $0.48 per diluted share, from $865.1 million, or $0.82, a year earlier. The filing attributes the decline to a $271.1 million non-cash change in the allowance for credit losses (CECL) in the quarter, compared with a $142.0 million reversal in the prior-year quarter. AFFO attributable to common stockholders rose 7.8% to $679.6 million, and AFFO per diluted share rose 4.6% to $0.62. The quarter was marked by several acquisitions and new tenants. VICI closed the $1.16 billion acquisition of seven Nevada casino properties from Golden Entertainment, with an initial annual rent of $87.0 million under a master lease with an entity controlled by Blake L. Sartini. It also added Clairvest (Northfield Park, initial annual base rent of $53.0 million), Club Med (Carambola Beach Resort in St. Croix, acquired for $20.3 million with approximately $55.2 million of planned redevelopment funding), and completed the C$200.6 million Gamehost Portfolio acquisition in Alberta. The company now reports 16 tenants, and as of June 30, 2026 it had total debt of $17.2 billion, cash of $288.1 million and about $2.5 billion of liquidity. VICI raised full-year 2026 AFFO guidance to $2,675 million to $2,695 million, or $2.45 to $2.47 per diluted share, from prior guidance of $2,665 million to $2,695 million, or $2.44 to $2.47. The company declared a regular quarterly dividend of $0.45 per share, paid July 9, 2026. The company states that GAAP net income cannot be reliably forecast because of the future non-cash credit loss allowance changes, so investors should weigh the CECL-driven volatility in reported earnings against the steadier AFFO measure.

Jul 29, 2026 8-K

VICI Properties 8-K Report, Financial Results (Apr 29, 2026)

VICI Properties Inc. reported first-quarter 2026 results for the three months ended March 31, 2026, with total revenues of $1.0 billion, up 3.5% year-over-year from $984.2 million. Net income attributable to common stockholders was $872.4 million, or $0.82 per diluted share, compared with $543.6 million, or $0.51, a year earlier. The filing states that the year-over-year increase was driven by the $305.7 million aggregate change in the CECL allowance, so the headline earnings improvement is largely non-cash. AFFO attributable to common stockholders was $650.9 million, or $0.61 per share, up 5.7% and 4.5% respectively, which is the more operating-oriented measure the company emphasizes. The company raised its full-year 2026 AFFO guidance to $2,665 million to $2,695 million, or $2.44 to $2.47 per diluted share, from the prior $2,590 million to $2,625 million, or $2.42 to $2.45. Management also highlighted a $1.5 billion mezzanine loan for the One Beverly Hills development with Cain and Eldridge Industries, of which $650.0 million was initially funded, and a pending CAD$200.6 million / USD$144.4 million Gamehost real estate acquisition in Alberta tied to PURE's take-private of Gamehost. Subsequent to quarter-end, VICI announced a Northfield Park lease with a Clairvest affiliate and that all approvals had been met for the $1.16 billion Golden Entertainment acquisition, with closing expected on or around April 30, 2026. As of March 31, 2026, the company reported $17.1 billion of total debt, $480.2 million of cash, and approximately $3.1 billion of total liquidity, and a net debt of $16.6 billion. On April 29, 2026, it physically settled the remaining 7,750,000 forward sale shares for net proceeds of approximately $242.1 million. The filing furnishes the earnings release and a supplemental financial and operating data package, and it is not deemed filed for Exchange Act Section 18 purposes.

Apr 29, 2026 8-K

VICI Properties 8-K Report, Shareholder Vote Results (Apr 28, 2026)

VICI Properties Inc. held its 2026 Annual Meeting of Stockholders on April 28, 2026, and this Form 8-K, filed the same day under Item 5.07 (Submission of Matters to a Vote of Security Holders), reports the final voting results. The proposals were described in the company's definitive proxy statement, filed with the SEC on March 16, 2026. The filing is co-signed by VICI Properties L.P. All seven director nominees were elected to serve until the 2027 Annual Meeting: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak, and Michael D. Rumbolz. Each nominee received far more votes for than against. Elizabeth I. Holland drew the largest number of votes against (32,937,352), while Edward B. Pitoniak drew the fewest (524,289). Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 961,351,390 votes for and 4,814,058 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 867,442,313 votes for and 46,467,590 against, plus 2,042,250 abstentions.

Apr 28, 2026 8-K

VICI Properties 8-K Report, Financial Results (Feb 25, 2026)

VICI Properties Inc. reported fourth-quarter and full-year 2025 results on February 25, 2026, and issued preliminary full-year 2026 AFFO guidance. For full-year 2025, total revenues rose 4.1% year-over-year to $4.0 billion, net income attributable to common stockholders increased 3.6% to $2.8 billion ($2.61 per diluted share), and AFFO attributable to common stockholders increased 6.6% to $2.5 billion ($2.38 per share, up 5.1%). The filing notes that the year-over-year change in net income was partially offset by a $51.2 million aggregate change in the CECL allowance. In the fourth quarter, net income attributable to common stockholders decreased 1.6% to $604.8 million ($0.57 per share), primarily due to a $58.7 million aggregate change in the CECL allowance, while AFFO rose 6.8% to $642.5 million ($0.60 per share). The company announced approximately $2.1 billion of capital commitments in 2025 at a weighted average initial yield of 8.9%. Major transactions include a pending $1.16 billion acquisition of seven Nevada casino properties from Golden Entertainment, with an initial annual rent of $87.0 million and expected closing in mid-2026, and a pending Northfield Park lease with an initial annual base rent of $53.0 million. The PENN leases were also combined into one master lease with no change in aggregate rent. As of December 31, 2025, the company reported approximately $17.1 billion in total debt and approximately $3.2 billion in liquidity. For 2026, VICI estimates AFFO between $2,590 million and $2,625 million, or $2.42 to $2.45 per diluted share, excluding the effects of pending or future acquisitions, dispositions, and capital markets activity. The company does not provide GAAP net income guidance because it cannot reliably predict the non-cash change in allowance for credit losses, which could be material to reported GAAP results. The quarterly dividend was $0.45 per share, a 4.0% increase year-over-year.

Feb 25, 2026 8-K

VICI Properties 8-K Report, Financial Results (Oct 30, 2025)

VICI Properties Inc. and VICI Properties L.P. furnished a Form 8-K on October 30, 2025 announcing third-quarter 2025 results for the three and nine months ended September 30, 2025, along with a supplemental financial and operating data package. Total revenues for the quarter were $1,007.5 million, up 4.4% year-over-year from $964.7 million. Net income attributable to common stockholders was $762.0 million, or $0.71 per diluted share, compared with $732.9 million, or $0.70, a year earlier; the filing notes that a $11.5 million aggregate change in the CECL allowance partially offset the year-over-year increase. AFFO attributable to common stockholders rose 7.4% to $637.6 million, and AFFO per diluted share rose 5.3% to $0.60. The company updated its full-year 2025 AFFO guidance to $2,510 million to $2,520 million, or $2.36 to $2.37 per diluted share, up from a prior range of $2,500 million to $2,520 million and $2.35 to $2.37. Subsequent to quarter-end, VICI agreed to enter into a 25-year triple-net lease with an affiliate of Clairvest for the real property of MGM Northfield Park, with initial annual base rent of $53.0 million ($54.0 million if closing occurs on or after May 1, 2026); closing is expected in the first half of 2026. The company also declared a quarterly dividend of $0.45 per share, a 4.0% increase, and reported $3.1 billion of liquidity and $17.1 billion of total debt as of September 30, 2025.

Oct 30, 2025 8-K

VICI Properties 8-K Report, Financial Results (Jul 30, 2025)

VICI Properties Inc. reported results for the three and six months ended June 30, 2025, in a press release furnished as Exhibit 99.1, with supplemental financial and operating data furnished as Exhibit 99.2. Net income attributable to common stockholders was $865.1 million, or $0.82 per diluted share, compared with $741.3 million, or $0.71 per share, a year earlier. The filing states the year-over-year increase was driven by a $99.0 million aggregate change in the CECL allowance, so the headline earnings gain is largely non-cash. AFFO attributable to common stockholders was $630.2 million, or $0.60 per share, up from $592.4 million, or $0.57 per share. Total revenues were $1.0 billion, up from $957.0 million. The company raised its full-year 2025 AFFO guidance to $2,500 million to $2,520 million, or $2.35 to $2.37 per diluted share, from the prior $2,470 million to $2,500 million, or $2.33 to $2.36 per share. Key investment activity included a commitment of up to $510.0 million under a delayed draw term loan for the North Fork Mono Casino & Resort, developed and managed by affiliates of Red Rock Resorts, and a $150.0 million increase in its One Beverly Hills mezzanine loan investment to a total commitment of $450.0 million. The company also issued $1.3 billion of senior unsecured notes in April 2025 to refinance maturing debt, at a blended yield of 5.34% including hedging. As of June 30, 2025, the company reported approximately $17.3 billion in total debt and approximately $3.0 billion in liquidity, including $233.0 million of cash, $621.5 million of estimated forward sale proceeds, and approximately $2.2 billion of revolver availability. Subsequent to quarter-end, it settled 9,662,116 forward shares for about $296.0 million and repaid $175.0 million on its revolving credit facility.

Jul 30, 2025 8-K

VICI Properties 8-K Report, Financial Results (Apr 30, 2025)

VICI Properties Inc. reported first-quarter 2025 results for the three months ended March 31, 2025, with total revenues of $984.2 million, up 3.4% year-over-year from $951.5 million, and net income attributable to common stockholders of $543.6 million, or $0.51 per diluted share, down 7.9% year-over-year. The decline was driven by an $80.0 million aggregate change in the CECL allowance for credit losses, which had a $186.96 million non-cash charge in the quarter. AFFO attributable to common stockholders rose 5.6% to $616.0 million, or $0.58 per diluted share, up 4.3% from $0.56. During the quarter and subsequent to quarter-end, the company entered into a $300.0 million mezzanine loan investment tied to One Beverly Hills with Cain International and Eldridge Industries, and agreed on April 4, 2025 to provide up to $510.0 million under a $725.0 million delayed draw term loan for the North Fork Mono Casino & Resort, to be developed and managed by affiliates of Red Rock Resorts. The company also replaced its $2.5 billion revolving credit facility, issued $1.3 billion of investment grade senior notes (blended yield of 5.34% including hedging) to refinance 2025 maturities, and reported liquidity of approximately $3.2 billion as of March 31, 2025. VICI raised its full-year 2025 AFFO guidance to between $2,470 million and $2,500 million, or $2.33 to $2.36 per diluted share, from the prior range of $2,455 million to $2,485 million, or $2.32 to $2.35. The company declared a quarterly dividend of $0.4325 per share, and total debt stood at approximately $17.2 billion as of March 31, 2025.

Apr 30, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

VICI Properties 8-K Report, Shareholder Vote Results (Apr 29, 2025)

VICI Properties Inc. held its 2025 Annual Meeting of Stockholders on April 29, 2025. This Item 5.07 report presents the final voting results on three proposals, which were described in the definitive proxy statement filed with the SEC on March 17, 2025. Stockholders elected all seven director nominees to serve until the 2026 Annual Meeting: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. Votes for each nominee ranged from 929,196,573 (Holland) to 941,336,494 (Pitoniak). Votes against ranged from 403,536 (Pitoniak) to 12,573,253 (Holland), with Holland and Macnab (12,472,214 against) drawing the most opposition. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 978,838,090 votes for and 3,651,633 against. In a non-binding advisory vote, stockholders also approved the compensation of the named executive officers, with 900,381,991 votes for, 40,546,212 against, 1,118,241 abstentions and 41,091,202 broker non-votes.

Apr 29, 2025 8-K

VICI Properties 8-K Report, Material Agreement (Apr 7, 2025)

VICI Properties L.P., a subsidiary of VICI Properties Inc. (VICI), completed on April 7, 2025 an offering of $400,000,000 aggregate principal amount of 4.750% Notes due 2028 and $900,000,000 aggregate principal amount of 5.625% Notes due 2035. The 2028 Notes were issued at 99.729% of par and the 2035 Notes at 99.219% of par. Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2025, and the notes mature on April 1, 2028 and April 1, 2035, respectively. VICI LP intends to use the net proceeds to repay $500.0 million of 4.375% senior notes due May 15, 2025, $799.4 million of 4.625% senior exchange notes due June 15, 2025, and $0.6 million of 4.625% senior notes due 2025 (the 2025 MGP Notes). The May and June 2025 maturity notes are expected to be redeemed on April 8, 2025 and the 2025 MGP Notes on April 26, 2025, each at 100% of principal plus accrued interest. The transaction effectively refinances near-term maturities into longer-dated debt. The notes are unsecured obligations of VICI LP, not guaranteed by VICI Properties Inc. or any subsidiary as of issuance, though future subsidiary guarantees may be required under the Indenture if subsidiaries guarantee the Credit Agreement dated February 3, 2025. The notes benefit from a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC, and the Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness, along with limits on secured and unsecured debt and on mergers or asset sales.

Apr 7, 2025 8-K

VICI Properties 8-K Report, Material Agreement (Mar 27, 2025)

VICI Properties Inc. and its operating partnership, VICI Properties L.P., entered into an underwriting agreement dated March 26, 2025 with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters, under which VICI LP agreed to issue and sell $400 million of 4.750% Senior Notes due 2028 and $900 million of 5.625% Senior Notes due 2035. The 2028 Notes are priced at 99.729% of par and the 2035 Notes at 99.219% of par. Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2025, and the offering is expected to close April 7, 2025, subject to customary conditions. VICI LP estimates net proceeds of approximately $1,280.7 million. VICI LP intends to use the net proceeds to repay $500.0 million of 4.375% senior notes due 2025, $799.4 million of 4.625% senior exchange notes due 2025, and $0.6 million of 4.625% senior notes due 2025, with any remaining proceeds for general corporate purposes, which may include property acquisitions and improvements, capital expenditures, working capital, and repayment or refinancing of indebtedness. Because some underwriters or their affiliates hold the notes being repaid, they will receive a portion of the proceeds; if more than 5% of net proceeds go to any individual underwriter or its affiliates, the offering will follow FINRA Rule 5121. The offering was made under an automatic shelf registration statement filed April 18, 2022, and a prospectus supplement dated March 26, 2025. Hogan Lovells US LLP issued a legality opinion dated March 27, 2025, filed as Exhibit 5.1. The filing is signed by Samantha S. Gallagher, Executive Vice President, General Counsel and Secretary.

Mar 27, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

VICI Properties 8-K Report, Financial Results (Feb 20, 2025)

VICI Properties Inc. reported fourth quarter and full year 2024 results on February 20, 2025, furnishing a press release (Exhibit 99.1) and supplemental financial and operating data (Exhibit 99.2). For Q4 2024, total revenues rose 4.7% year-over-year to $976.1 million, while net income attributable to common stockholders fell 17.8% to $614.6 million ($0.58 per diluted share). The decline was driven primarily by a $157.7 million aggregate swing in the CECL allowance for credit losses. AFFO increased 5.4% to $601.3 million, or $0.57 per diluted share. For full year 2024, total revenues were $3.85 billion (up 6.6%), net income attributable to common stockholders was $2.68 billion ($2.56 per diluted share), and AFFO was $2.37 billion (up 8.4%, or $2.26 per diluted share). The company announced approximately $1.1 billion in 2024 capital commitments at a weighted average initial yield of 8.1%, including up to $700.0 million for The Venetian Resort Las Vegas under its Partner Property Growth Fund strategy, a $250.0 million Great Wolf mezzanine loan, and up to $105.0 million for Homefield Kansas City. Moody's upgraded VICI's issuer rating to Baa3 from Ba1, and the company issued $750.0 million of senior notes in December 2024 to refinance 2025 maturities. Subsequent to quarter-end, VICI entered a new $2.5 billion revolving credit facility maturing February 3, 2029 and invested $300.0 million in a mezzanine loan for One Beverly Hills. As of December 31, 2024, the company reported approximately $17.1 billion in total debt and approximately $3.3 billion in liquidity. VICI issued preliminary 2025 AFFO guidance of $2,455 million to $2,485 million, or $2.32 to $2.35 per diluted share. The guidance excludes the effect of pending or possible future acquisitions, dispositions, and capital markets activity.

Feb 20, 2025 8-K

VICI Properties 8-K Report, Material Agreement (Feb 4, 2025)

VICI Properties Inc. and its operating partnership, VICI Properties L.P., disclosed in this Form 8-K (dated February 4, 2025) that on February 3, 2025 the Borrower, VICI Properties L.P., entered into a new Credit Agreement with Wells Fargo Bank, N.A., as administrative agent. The new agreement provides a $2.5 billion senior revolving credit facility maturing February 3, 2029. It replaces the Borrower's existing $2.5 billion revolving credit facility, which was scheduled to mature March 31, 2026 and was governed by an agreement dated February 8, 2022 with JPMorgan Chase Bank, N.A. as administrative agent. The Borrower terminated the Existing Credit Agreement on the Effective Date. At closing, CAD 188,000,000 and Sterling 14,500,000 (approximately US$147.5 million based on exchange rates as of the Effective Date) were drawn under the new facility and used to repay outstanding obligations under the Existing Credit Agreement. The facility includes two six-month extension options (or one twelve-month option) subject to customary conditions and extension fees, and an accordion feature allowing revolving commitments to be increased by up to $1.0 billion (to $3.5 billion total) and the addition of term loans of up to $2.0 billion, both subject to lender participation. Pricing is SOFR plus a margin of 0.70% to 1.40%, or a base rate plus 0.00% to 0.40%, with the margin set by debt ratings and total leverage ratio. A facility fee of 0.10% to 0.30% applies to total commitments. The agreement includes financial maintenance covenants, including net total indebtedness to total asset value of not more than 60% (65% for up to four quarters after a material acquisition), a total EBITDA to total fixed charges ratio of at least 1.50 to 1.00, net secured indebtedness to total asset value of not more than 40%, net unsecured indebtedness to unencumbered property asset value of not more than 60% (65% temporarily after a material acquisition), and unencumbered net operating income to unsecured interest expense of at least 1.75 to 1.00.

Feb 4, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

VICI Properties 8-K Report, Material Agreement (Dec 19, 2024)

On December 19, 2024, VICI Properties L.P. (VICI LP), the operating partnership of VICI Properties Inc., completed its previously announced offering of $750,000,000 aggregate principal amount of 5.125% Notes due 2031. The Notes were issued at 99.643% of par value and pay interest semi-annually on May 15 and November 15, beginning May 15, 2025, with maturity on November 15, 2031. The Notes are unsecured and rank equally with VICI LP's existing and future unsecured, unsubordinated indebtedness. They are not guaranteed by VICI Properties Inc. or by any subsidiary of VICI LP at issuance, though certain subsidiaries may be required to guarantee them in the future under limited circumstances tied to the Credit Agreement dated February 8, 2022. VICI LP intends to use the net proceeds to repay its outstanding $750.0 million of 3.500% senior notes due February 15, 2025 (the 2025 Notes), which it expects to redeem on December 20, 2024 at 100% of principal plus accrued interest. The Notes benefit from a pledge of the limited partnership interests of VICI LP held directly by VICI Properties OP LLC, which secures VICI LP's obligations under the Notes and the Indenture. The Indenture contains covenants limiting VICI LP's ability, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of substantially all assets. It also requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. The Notes may be redeemed at VICI LP's option before September 15, 2031 at the applicable redemption price in the Indenture, and at 100% of principal plus accrued interest on or after that date.

Dec 19, 2024 8-K

VICI Properties 8-K Report, Material Agreement (Dec 10, 2024)

VICI Properties Inc. and its operating partnership, VICI Properties L.P., entered into an underwriting agreement dated December 9, 2024 with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc. as representatives of the underwriters. Under the agreement, VICI LP agreed to issue and sell $750 million aggregate principal amount of 5.125% Senior Notes due November 15, 2031. The notes will be issued at 99.643% of par, with interest payable semi-annually on May 15 and November 15, beginning May 15, 2025. VICI LP estimates net proceeds of approximately $740.1 million after underwriting discounts and offering expenses, with closing expected on December 19, 2024, subject to customary conditions. VICI LP intends to use the net proceeds to repay its outstanding $750.0 million of 3.500% senior notes due 2025, with any remaining proceeds for general corporate purposes, including property acquisitions and improvements, capital expenditures, working capital and debt repayment or refinancing. The filing notes that some underwriters or their affiliates may hold the 2025 Notes or other VICI indebtedness and could receive more than 5% of the net proceeds of the offering. The offering was made under an automatic shelf registration statement filed April 18, 2022, with a prospectus supplement dated December 9, 2024. The filing also includes a legality opinion from Hogan Lovells US LLP dated December 10, 2024, filed as Exhibit 5.1. The transaction is primarily a refinancing of the 2025 Notes, extending the maturity profile to 2031.

Dec 10, 2024 8-K

VICI Properties 8-K Report, Financial Results (Oct 31, 2024)

VICI Properties Inc. reported third-quarter 2024 results on October 31, 2024, with total revenues of $964.7 million, up 6.7% year-over-year from $904.3 million, and net income attributable to common stockholders of $732.9 million, or $0.70 per share, compared with $556.3 million, or $0.55 per share, a year earlier. AFFO attributable to common stockholders was $593.9 million, or $0.57 per share, an increase of 8.4% in total dollars and 4.9% per share. The company declared a quarterly dividend of $0.4325 per share, a 4.2% year-over-year increase, and described it as its seventh consecutive annual dividend increase. The company updated its full-year 2024 AFFO guidance to between $2,360 million and $2,370 million, or between $2.25 and $2.26 per diluted share, versus prior guidance of $2,350 million to $2,370 million, or $2.24 to $2.26 per share. As of September 30, 2024, total debt was $17.1 billion and liquidity was approximately $3.3 billion, including $355.7 million of cash, $630.2 million of estimated forward sale equity proceeds, and about $2.3 billion of revolver availability. The company deployed $230 million of capital during the quarter through loan and Partner Property Growth Fund agreements. The filing furnishes a press release and supplemental financial and operating data as Exhibits 99.1 and 99.2. Under Regulation FD, the information is furnished rather than filed. The company also reported a balance sheet with total assets of $44.92 billion at September 30, 2024, and stated that it had 100% rent collection since formation in the CEO's comments.

Oct 31, 2024 8-K

VICI Properties 8-K Report, Financial Results (Jul 31, 2024)

VICI Properties Inc. and VICI Properties L.P. furnished this Form 8-K to report results for the three and six months ended June 30, 2024. Total revenues for the quarter were $957.0 million, up 6.6% year over year from $898.2 million. Net income attributable to common stockholders was $741.3 million, or $0.71 per diluted share, compared with $690.7 million, or $0.69, a year earlier. AFFO attributable to common stockholders was $592.4 million, up 9.6% from $540.4 million, or $0.57 per share, up 5.9% from $0.54. The company disclosed two capital deployments in the quarter. It committed up to $700 million to The Venetian Resort Las Vegas under its Partner Property Growth Fund, with $100.0 million drawn in Q2 2024, $150.0 million drawn in Q3 2024, and $150.0 million expected in Q4 2024. It also originated a $250.0 million mezzanine loan as part of a $1.55 billion Great Wolf Resorts financing. The company ended the quarter with $347.2 million in cash and cash equivalents and approximately $3.4 billion in liquidity, and it raised its full-year 2024 AFFO guidance to $2,350 million to $2,370 million, or $2.24 to $2.26 per diluted share, from $2,320 million to $2,355 million. As of June 30, 2024, total debt was $17.1 billion and net debt was $16,771.8 million. The company's LQA net leverage ratio was 5.4x, and its LTM net leverage was 5.6x. The filing also reports a quarterly dividend of $0.415 per share, paid July 3, 2024, totaling approximately $432.9 million.

Jul 31, 2024 8-K

VICI Properties 8-K Report, Corporate Update (May 6, 2024)

On May 6, 2024, VICI Properties Inc. and its operating partnership VICI Properties OP LLC entered into an Equity Distribution Agreement with a group of 19 managers and 17 forward purchasers, allowing up to an aggregate gross sales price of $2.0 billion of common stock to be offered and sold from time to time. Upon entering the agreement, VICI terminated its prior at-the-market offering program, under which approximately $551.5 million of common stock remained unsold at the time of termination. Sales may be made as at-the-market offerings on the New York Stock Exchange, in privately negotiated transactions (including block trades), or as principal sales to managers under separate terms agreements. The company may also enter into forward sale agreements, under which the relevant forward seller borrows and sells shares. The company expects to fully physically settle forward agreements, but it may elect cash or net-share settlement, which could result in no proceeds or an obligation to deliver cash or shares. Net proceeds are intended to be contributed to VICI OP to fund its acquisition, development and improvement pipeline, origination and funding of real estate-secured loans, and general corporate purposes, including capital expenditures, working capital, and repayment or refinancing of indebtedness. Manager compensation is a mutually agreed commission not exceeding 2.0% of gross sales prices. The offering is made under a prospectus supplement filed May 6, 2024, and a base prospectus dated April 18, 2022, under shelf registration statement Form S-3 (No. 333-264352). The filing also includes the form of forward sale confirmation as Exhibit 99.1 and the legal opinion of Hogan Lovells US LLP as Exhibit 5.1.

May 6, 2024 8-K

VICI Properties 8-K Report, Financial Results (May 1, 2024)

VICI Properties Inc. reported first quarter 2024 results for the three months ended March 31, 2024, in a press release furnished as Exhibit 99.1 and supplemental financial and operating data furnished as Exhibit 99.2. Total revenues rose 8.4% year over year to $951.5 million, net income attributable to common stockholders increased 13.7% to $590.0 million ($0.57 per diluted share), and AFFO attributable to common stockholders increased 10.3% to $583.2 million ($0.56 per diluted share, up 6.1%). The company reaffirmed full-year 2024 AFFO guidance of $2,320 million to $2,355 million, or $2.22 to $2.25 per diluted share. During the quarter, VICI issued $1.05 billion of investment grade senior notes through VICI Properties L.P., comprising $550.0 million of 5.750% notes due 2034 and $500.0 million of 6.125% notes due 2054, and used the proceeds to redeem $1,050.0 million of 5.625% notes due 2024. The company also sold 9,662,116 shares under its ATM program for gross proceeds of $305.5 million, all subject to a forward sale agreement. As of March 31, 2024, the company reported approximately $17.1 billion in total debt and approximately $3.5 billion in liquidity, and stated it had $514.9 million in cash, cash equivalents and short-term investments. Subsequent to quarter end, on May 1, 2024, VICI announced it will provide up to $700.0 million to The Venetian Resort Las Vegas for reinvestment projects through its Partner Property Growth Fund strategy. This comprises $400.0 million expected to be drawn in 2024 in three quarterly draws, and an incremental $300.0 million that the tenant may draw at its option until November 1, 2026. Annual rent under the Venetian lease will increase at a 7.25% yield on each funding. Separately, in January 2024 the company agreed to provide up to $105.0 million in construction financing for a Margaritaville Resort in Kansas City, Kansas, together with a call right agreement.

May 1, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

VICI Properties 8-K Report, Shareholder Vote Results (Apr 30, 2024)

At its 2024 Annual Meeting of Stockholders, held April 30, 2024, VICI Properties Inc. stockholders elected all seven director nominees to serve until the 2025 Annual Meeting: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. Each nominee received substantially more votes for than against, with Edward B. Pitoniak receiving 919,152,464 votes for and 629,674 against, and James R. Abrahamson and Craig Macnab receiving the most votes against among the nominees, at 15,497,933 and 15,662,304 respectively. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 949,628,456 votes for and 7,456,547 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 882,136,369 votes for and 37,288,169 against, and 668,861 abstentions. On the frequency of future say-on-pay votes, 895,592,120 votes favored one year, 23,645,747 favored three years and 429,150 favored two years. Consistent with this result and the Board of Directors' recommendation, the Board determined that the Company will hold an advisory vote on executive compensation annually. The proposals were described in the definitive proxy statement filed with the SEC on March 14, 2024.

Apr 30, 2024 8-K

VICI Properties 8-K Report, Material Agreement (Mar 18, 2024)

VICI Properties L.P., the operating partnership of VICI Properties Inc., completed an offering on March 18, 2024 of $550,000,000 aggregate principal amount of 5.750% Notes due 2034, issued at 99.186% of par, and $500,000,000 aggregate principal amount of 6.125% Notes due 2054, issued at 98.192% of par. Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2024. The Notes are unsecured, unsubordinated obligations of VICI LP that rank equally with its existing and future unsecured and unsubordinated indebtedness. They are not guaranteed by VICI Properties Inc. or by any subsidiary as of the issue date, though certain subsidiaries may be required to guarantee them in the future under limited circumstances tied to the Credit Agreement. The company stated it intends to use the net proceeds to repay $1,024.2 million of 5.625% senior exchange notes due 2024 and $25.8 million of 5.625% senior notes due 2024 (the MGP Notes). The exchange notes are expected to be redeemed on March 19, 2024 and the MGP notes on March 25, 2024, each at 100% of principal plus accrued interest. The Notes also benefit from a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC, and the Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness, along with limits on secured and unsecured debt and on mergers or asset sales, subject to exceptions. The filing is largely a debt financing and refinancing disclosure. It describes the terms of the offering and the related Indenture, with the full documents filed as exhibits, and it does not present the company's operating results in this filing.

Mar 18, 2024 8-K

VICI Properties 8-K Report, Material Agreement (Mar 8, 2024)

VICI Properties Inc. and its operating partnership, VICI Properties L.P., entered into an underwriting agreement on March 7, 2024 with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters, under which VICI LP agreed to issue and sell $550 million of 5.750% Senior Notes due 2034 and $500 million of 6.125% Senior Notes due 2054. The 2034 Notes will be issued at 99.186% of par and the 2054 Notes at 98.192% of par. VICI LP estimates net proceeds of approximately $1,025.5 million after underwriting discounts and offering expenses, with closing expected on March 18, 2024, subject to customary conditions. VICI LP intends to use the net proceeds to repay $1,024.2 million of its 5.625% senior exchange notes due 2024 and $25.8 million of its 5.625% senior notes due 2024 (the MGP Notes). Any underwriters or affiliates that hold those notes will receive a portion of the proceeds used to repay them. Interest on the Notes is payable semi-annually on April 1 and October 1, beginning October 1, 2024. The offering was made under an automatic shelf registration statement filed April 18, 2022 and a prospectus supplement dated March 7, 2024. Hogan Lovells US LLP issued a legality opinion dated March 8, 2024, filed as Exhibit 5.1. The filing is primarily a financing-related disclosure that refinances near-term 2024 maturities with longer-dated debt.

Mar 8, 2024 8-K

VICI Properties 8-K Report, Financial Results (Feb 22, 2024)

VICI Properties Inc. reported fourth quarter and full year 2023 results on February 22, 2024, as stated in the Form 8-K, which furnishes a press release (Exhibit 99.1) and supplemental financial and operating data (Exhibit 99.2). For the full year 2023, total revenues were $3,612.0 million, up 38.9% year-over-year, and net income attributable to common stockholders was $2,513.5 million, or $2.47 per diluted share. AFFO was $2,187.0 million, or $2.15 per diluted share, an increase of 11.8% per share. The company announced and originated approximately $1.8 billion of acquisitions and investments in 2023 at a weighted average initial yield of 7.7%, including the $432.9 million Bowlero sale-leaseback and the $342.9 million Chelsea Piers leasehold acquisition, plus $698.2 million of strategic financing partnerships. Balance sheet and liquidity figures as of December 31, 2023 show approximately $17.1 billion in total debt and approximately $3.2 billion in liquidity, comprised of $522.6 million of cash, $382.2 million of forward sale agreement proceeds and $2.3 billion of revolver availability. The company declared a quarterly dividend of $0.415 per share, a 6.4% year-over-year increase. Subsequent to year-end, VICI sold 9,662,116 shares under its ATM program for $305.5 million and reported approximately $3.5 billion in liquidity upon completion of that event. For 2024, the company guided to AFFO of $2,320 million to $2,355 million, or $2.22 to $2.25 per diluted share, excluding the impact of any pending or possible future acquisitions, dispositions, capital markets activity or other non-recurring transactions. The guidance reflects the dilutive effect of 22,856,855 shares pending under outstanding forward sale agreements.

Feb 22, 2024 8-K

VICI Properties 8-K Report, Financial Results (Oct 25, 2023)

VICI Properties Inc. reported results for the three and nine months ended September 30, 2023, with total revenues of $904.3 million for the third quarter, up 20.3% from $751.5 million a year earlier. Net income attributable to common stockholders rose to $556.3 million, or $0.55 per diluted share, from $330.9 million, or $0.34, while AFFO attributable to common stockholders increased 16.4% to $547.6 million and AFFO per share increased 10.7% to $0.54. The company raised its full-year 2023 AFFO guidance to between $2,170 million and $2,180 million, or $2.14 to $2.15 per diluted share, up from the prior range of $2,130 million to $2,160 million, or $2.11 to $2.14 per diluted share. During the quarter VICI closed the Rocky Gap Casino Resort acquisition for $203.9 million, completed the Century Canadian Portfolio acquisition for approximately US$162.4 million, and provided $140.1 million in mortgage financing to Canyon Ranch, with a commitment of up to $150.0 million in preferred equity. Subsequent to quarter end, on October 19, 2023, the company acquired 38 Bowlero bowling entertainment centers in a sale-leaseback transaction for $432.9 million, with an initial annual rent of $31.6 million and a 7.3% acquisition capitalization rate. As of September 30, 2023, total debt was $17.1 billion and liquidity was approximately $3.7 billion, and the company declared a quarterly dividend of $0.415 per share. The filing furnishes a press release (Exhibit 99.1) and supplemental financial and operating data (Exhibit 99.2) under Items 2.02 and 7.01. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Oct 25, 2023 8-K

VICI Properties 8-K Report, Financial Results (Jul 26, 2023)

VICI Properties Inc. and VICI Properties L.P. filed this Form 8-K to furnish its second-quarter 2023 results (three and six months ended June 30, 2023) through Exhibit 99.1, a press release, and Exhibit 99.2, supplemental financial and operating data. Total revenues for the quarter were $898.2 million, up 35.5% from $662.6 million a year earlier. Net income attributable to common stockholders was $690.7 million, or $0.69 per diluted share, compared with a loss of $(57.7) million, or $(0.06) per share, in Q2 2022, a swing driven mainly by a $551.9 million CECL allowance increase recorded in the prior-year quarter. AFFO attributable to common stockholders rose 25.7% to $540.4 million, or $0.54 per diluted share, up 11.9% per share. The company updated its full-year 2023 AFFO guidance to between $2,130 million and $2,160 million, or $2.11 to $2.14 per diluted share, compared with prior guidance of $2,115 million to $2,155 million, or $2.10 to $2.13. Guidance excludes pending or possible future acquisitions and dispositions. Liquidity at June 30, 2023 totaled approximately $4.0 billion, comprising $738.8 million of cash, $867.9 million of estimated forward sale equity proceeds, and about $2.4 billion of revolver availability. Total debt was approximately $17.1 billion. The filing also reports subsequent-quarter events: completion of the Rocky Gap Casino Resort acquisition for $203.9 million on July 25, 2023; an up-to-$150.0 million preferred equity commitment to Canyon Ranch, with a planned approximately $150.0 million mortgage financing expected to close in Q3 2023; and a pending acquisition of four Century Casinos properties in Alberta, Canada for approximately C$221.7 million, expected to close in the second half of 2023.

Jul 26, 2023 8-K

VICI Properties 8-K Report, Financial Results (May 1, 2023)

VICI Properties Inc. reported first-quarter 2023 results in an earnings release furnished as Exhibit 99.1, with a supplemental financial and operating data package furnished as Exhibit 99.2. Total revenues increased 110.7% year-over-year to $877.6 million, net income attributable to common stockholders was $518.7 million ($0.52 per diluted share), and AFFO attributable to common stockholders was $528.6 million ($0.53 per share). The company attributed the revenue growth mainly to the MGM Growth Properties acquisition, the Venetian Resort Las Vegas land and real estate acquisition, and the remaining 49.9% interest in the MGM Grand/Mandalay Bay joint venture. During the quarter, VICI completed its first international investment, acquiring four PURE Canadian Gaming casinos in Alberta for approximately C$271.9 million (about US$200.8 million) at an implied cap rate of 8.0%. It also closed the purchase of the remaining 49.9% MGM Grand/Mandalay Bay JV interest from BREIT for about $1.3 billion in cash plus assumption of BREIT's share of $3.0 billion in property-level debt. Other activity included an $85.0 million senior secured notes purchase tied to the Hard Rock Ottawa Casino, a triple-net lease with Cherokee Nation Businesses for Gold Strike, and a Great Wolf construction loan of up to $287.9 million. As of March 31, 2023, the company reported approximately $17.1 billion in total debt and about $3.6 billion in liquidity. The company reaffirmed full-year 2023 AFFO guidance of $2,115 million to $2,155 million, or $2.10 to $2.13 per diluted share, and declared a quarterly dividend of $0.39 per share.

May 1, 2023 8-K

VICI Properties 8-K Report, Shareholder Vote Results (Apr 28, 2023)

VICI Properties Inc. and VICI Properties L.P. filed this Current Report on Form 8-K to report the voting results from the Company's 2023 Annual Meeting of Stockholders, held on April 27, 2023. The filing covers three proposals: the election of seven directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, and a non-binding advisory vote on named executive officer compensation. The filing states that the proposals are described in the Company's definitive proxy statement filed with the SEC on March 15, 2023. All seven director nominees were elected to serve until the 2024 Annual Meeting. Each nominee received substantially more votes for than against. Edward B. Pitoniak had the strongest support, with 874,130,540 votes for and 1,976,435 against, while James R. Abrahamson had the most votes against at 13,909,301. Broker non-votes were 40,216,669 for each director nominee. Stockholders ratified Deloitte & Touche LLP with 914,738,981 votes for, 1,596,246 against, and 191,237 abstentions. The advisory say-on-pay proposal was approved with 836,901,840 votes for, 38,854,071 against, and 553,884 abstentions, with 40,216,669 broker non-votes. The filing itself does not state the outcome of the say-on-pay vote beyond these figures and the stated approval language.

Apr 28, 2023 8-K

VICI Properties 8-K Report, Corporate Update (Mar 1, 2023)

On February 28, 2023, VICI Properties Inc. (the "Company") and its operating partnership VICI Properties OP LLC ("VICI OP") entered into an Equity Distribution Agreement with a group of sales agents, forward sellers and principals, under which up to $1.5 billion aggregate gross sales price of the Company's common stock, $0.01 par value, may be offered and sold from time to time. Upon entry into the agreement, the Company terminated its prior at-the-market offering program, under which approximately $284.1 million remained unsold at the time of termination. Sales may be made as at-the-market offerings on the New York Stock Exchange, in privately negotiated transactions including block trades, or directly to managers as principals under separate terms agreements. The Company may also enter into Forward Sale Agreements with forward purchasers, under which the Company expects to fully physically settle and receive cash proceeds, though it may cash settle or net share settle, in which case it may receive no proceeds or may owe cash or shares. Net proceeds are intended to be contributed to VICI OP for use in ongoing operations, including funding its acquisition, development and improvement pipeline, origination and funding of real estate-secured loans, and general corporate purposes. Compensation to managers will not exceed 2.0% of gross sales prices. The offering is registered under a Form S-3 shelf registration statement (No. 333-264352) filed April 18, 2022, with the prospectus supplement filed February 28, 2023. The filing also includes the form of Forward Sale Agreement as Exhibit 99.1, which contains terms such as a Maximum Share Delivery limit of twice the Initial Base Amount and restrictions tied to a Section 16 Percentage of 4.9%.

Mar 1, 2023 8-K

Material AgreementsExhibits & Filings

VICI Properties 8-K Report, Financial Results (Feb 23, 2023)

VICI Properties Inc. and VICI Properties L.P. furnished an 8-K on February 23, 2023 reporting results for the quarter and year ended December 31, 2022. For Q4 2022, total revenues were $769.9 million, up 100.9% year-over-year, and net income attributable to common stockholders was $604.1 million, or $0.63 per diluted share. AFFO for the quarter was $487.6 million, up 74.8%, or $0.51 per share. For full-year 2022, total revenues were $2.6 billion, up 72.3%, and net income attributable to common stockholders was $1.1 billion, or $1.27 per diluted share, down from $1.76 in 2021. The filing states the per-share decline was primarily due to the increase in the CECL allowance and a higher weighted average share count. Full-year AFFO was $1.7 billion, or $1.93 per diluted share. The company closed $22.8 billion of acquisitions and investments in 2022, including the $17.2 billion acquisition of MGM Growth Properties and the $4.0 billion Venetian Resort Las Vegas acquisition. Subsequent to year-end, VICI closed the purchase of the remaining 49.9% interest in the MGM Grand/Mandalay Bay joint venture, acquired four PURE Canadian gaming properties for C$271.9 million, and settled forward equity shares for about $1.3 billion. As of December 31, 2022, total debt was approximately $15.5 billion and liquidity was approximately $4.2 billion. After subsequent events, the company stated total debt of about $17.1 billion and liquidity of about $3.8 billion. For 2023, VICI guided to AFFO of $2,115 million to $2,155 million, or $2.10 to $2.13 per diluted share, on an estimated weighted average share count of 1,009.5 million. The filing notes that guidance excludes any pending or future acquisitions, dispositions, capital markets activity, or non-recurring transactions. The company also declared a quarterly dividend of $0.39 per share, an 8.3% increase year-over-year.

Feb 23, 2023 8-K

VICI Properties 8-K Report, Material Agreement (Jan 18, 2023)

On January 18, 2023, VICI Properties Inc. disclosed the closing of an underwriting agreement dated January 12, 2023, for an offering of 30,302,500 shares of its common stock on a forward basis, including 3,952,500 shares issued pursuant to the underwriters' over-allotment option, which was exercised in full. The shares were sold at $31.845 per share to the underwriters under the company's effective automatic shelf registration statement on Form S-3 (No. 333-264352), filed April 18, 2022. VICI OP LLC was also a party to the underwriting agreement. In connection with the offering, the company entered into forward sale agreements with each of four forward purchasers. The company expects to physically settle these agreements by delivering common stock and receiving proceeds no later than approximately twelve months after the prospectus supplement date, though it may instead elect cash settlement or net share settlement. The initial forward sale price is $31.845 per share, subject to adjustments. The company will not initially receive proceeds from the forwarding sellers' sale of shares. If fully physically settled at the initial forward sale price, the company would receive expected net proceeds of approximately $964.4 million after estimated offering expenses. The company intends to contribute settlement proceeds to VICI OP to fund its acquisition, development and improvement pipeline, loan origination and funding, and general corporate purposes, which may include capital expenditures, working capital, and repayment or refinancing of indebtedness. The actual amount received depends on the settlement method, market interest rates, and the prevailing share price during hedge unwinds.

Jan 18, 2023 8-K

Corporate ChangesExhibits & Filings

VICI Properties 8-K Report, Bylaw Amendment (Dec 20, 2022)

VICI Properties Inc. and VICI Properties L.P. filed this Current Report on Form 8-K to disclose amendments to the Company's Amended and Restated Bylaws. On December 19, 2022, upon the recommendation of the Nominating and Governance Committee, the Board of Directors amended and restated the bylaws, effective that date, principally to implement a proxy access framework. The proxy access provision, added as Article II, Section 14, allows a stockholder or a group of up to 20 stockholders to nominate and include director candidates constituting up to the greater of two or 20% of the directors up for election at an annual meeting. Eligibility requires owning 3% or more of the Company's outstanding common stock continuously for at least three years, along with satisfying procedural, eligibility and disclosure requirements. Notice of a proxy access nomination must be received no later than the 120th day and no earlier than the 150th day before the first anniversary of the prior year's proxy statement, subject to certain exceptions. Nominees and nominating stockholders must also provide information relevant to suitability under applicable gaming regulations. The bylaws were also updated to reflect the SEC's universal proxy rules and make related technical, conforming and clarifying changes. These include requiring compliance with Rule 14a-19 under the Exchange Act for any solicitation of proxies for nominees, expanded disclosure representations about intent to solicit for nominees other than Board nominees, a prohibition on submitting more nominees than seats to be elected, and no submission of additional or substitute nominees after the nomination deadline. The full amended bylaws are filed as Exhibit 3.1.

Dec 20, 2022 8-K

Material AgreementsExhibits & Filings

VICI Properties 8-K Report, Material Agreement (Dec 19, 2022)

VICI Properties Inc. and VICI Properties L.P. filed this Form 8-K to report that a VICI subsidiary and MGM Resorts International entered into a First Amendment to the existing amended and restated triple-net master lease (the "MGM Master Lease") on December 19, 2022. The amendment was entered into in connection with MGM's completed sale of the operations of The Mirage Hotel & Casino in Las Vegas, Nevada, to an affiliate of Hard Rock International. Under the MGM Master Lease Amendment, the annual base rent payable under the MGM Master Lease is reduced from $860 million to $770 million. The filing states that the amendment also provides for, among other things, MGM's sale of the Mirage operations. Concurrently, the Company entered into a separate triple-net lease with Hard Rock covering the land and real estate assets of the Mirage. The full text of the MGM Master Lease Amendment is filed as Exhibit 10.1 and is incorporated by reference into the filing.

Dec 19, 2022 8-K

Material AgreementsExhibits & Filings

VICI Properties 8-K Report, Material Agreement (Nov 8, 2022)

VICI Properties Inc. (the Company) and its operating partnership VICI Properties OP LLC entered into an underwriting agreement dated November 3, 2022 for the offering of 18,975,000 shares of common stock on a forward basis, including 2,475,000 shares from the underwriters' option, which was exercised in full. The shares are priced to the underwriters at $30.565 per share. The offering was made under an automatic shelf registration statement on Form S-3 filed April 18, 2022, and closed on November 8, 2022. In connection with the offering, the Company entered into forward sale agreements with each forward purchaser (Bank of America, N.A. and Citibank, N.A.) on November 3, 2022. The Company expects to physically settle these agreements by delivering shares and receiving cash proceeds no later than approximately twelve months after the prospectus supplement date. The Company may instead elect cash settlement or net share settlement, in which case it may receive no cash proceeds. The Company will not initially receive any proceeds from shares sold by the forward sellers. If fully physically settled at the initial forward sale price of $30.565 per share, the Company would receive net proceeds of approximately $579.6 million after estimated offering expenses. The Company intends to contribute the proceeds to VICI OP to fund its acquisition, development and improvement pipeline, loan origination and funding, and general corporate purposes. The filing notes that the pending acquisition closing conditions and settlement market conditions are key forward-looking risks.

Nov 8, 2022 8-K

VICI Properties 8-K Report, Financial Results (Oct 27, 2022)

VICI Properties Inc. reported third-quarter 2022 results on October 27, 2022, with total revenues of $751.5 million, up 100.0% year-over-year from $375.7 million, driven mainly by acquisitions of MGM Growth Properties (closed April 29, 2022) and the land and real estate assets of the Venetian Resort Las Vegas (closed February 23, 2022). Net income attributable to common stockholders was $330.9 million, or $0.34 per share, compared with $161.9 million, or $0.28 per share, a year earlier. AFFO attributable to common stockholders rose 82.8% to $470.7 million, and AFFO per share increased 8.5% to $0.49. The filing notes that total revenues included $126.4 million of non-cash items. The company declared a quarterly cash dividend of $0.39 per share, an 8.3% year-over-year increase. It also announced the $203.9 million acquisition of the Rocky Gap Casino Resort interest from Golden Entertainment, with Century Casinos acquiring the operating assets for approximately $56.1 million, and expanded its Great Wolf Resorts partnership through two mezzanine loans totaling up to $186.0 million. Subsequent to quarter end, VICI agreed to provide up to $200.0 million to fund Canyon Ranch Austin and entered a management agreement under which CDN Golf Management will operate its four golf courses. As of September 30, 2022, the company reported approximately $14.0 billion in total debt and approximately $4.7 billion in liquidity. Updated full-year 2022 AFFO guidance is $1,682.0 million to $1,692.0 million, or $1.91 to $1.92 per diluted share, up from the prior range of $1,660.0 million to $1,690.0 million at the low end. The filing states that the results of Item 2.02 and Item 7.01, including Exhibits 99.1 and 99.2, are furnished and not deemed filed under Section 18 of the Exchange Act.

Oct 27, 2022 8-K

VICI Properties 8-K Report, Financial Results (Jul 27, 2022)

VICI Properties Inc. and VICI Properties L.P. furnished a Form 8-K on July 27, 2022 to report second-quarter 2022 results for the three and six months ended June 30, 2022, along with a supplemental financial and operating data package. The headline figures show total revenues of $662.6 million for the quarter, up 76.0% year over year, but a net loss attributable to common stockholders of $57.7 million, or $(0.06) per share. The filing attributes the swing mainly to a $551.9 million increase in the CECL allowance for credit losses, with approximately 80% of that increase tied to the CECL charge from the MGM Master Lease entered into in connection with the MGP Transactions. AFFO attributable to common stockholders rose 67.9% to $430.1 million, or $0.48 per diluted share, and management reaffirmed full-year 2022 AFFO guidance of $1,660.0 million to $1,690.0 million, or $1.89 to $1.92 per diluted share. The quarter was dominated by the closing on April 29, 2022 of the acquisition of MGM Growth Properties LLC, under which MGP stockholders received 214.6 million newly issued VICI shares and MGM received $4.4 billion in cash for the redemption of most of its MGP OP units. The company also issued $5.0 billion of inaugural investment grade senior notes, and at June 30, 2022 reported approximately $14.0 billion of total debt and about $4.5 billion of liquidity. Other activity included a $120.0 million delayed draw term loan and purchase and sale agreement with Cabot, a $59.0 million mezzanine loan to Great Wolf Resorts entered into after quarter end, and pending lease arrangements tied to MGM's planned sales of the Mirage to Hard Rock and Gold Strike to Cherokee Nation. For investors, the filing points to a larger, more diversified portfolio with a higher debt load and share count, while the GAAP and FFO results are depressed by the non-cash credit loss charge. The filing states that the company's ability to forecast that charge is limited, so AFFO is the primary performance measure highlighted. The filing also notes that the Q2 dividend of $0.36 per share, totaling approximately $346.5 million, was paid on July 7, 2022.

Jul 27, 2022 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+2

VICI Properties 8-K Report, Financial Results (May 4, 2022)

VICI Properties Inc. reported first-quarter 2022 results for the three months ended March 31, 2022, with total revenues of $416.6 million, up 11.3% from $374.3 million a year earlier. Net income attributable to common stockholders and FFO were $240.4 million, or $0.35 per share, compared with $269.8 million, or $0.50 per share, in the prior-year quarter. The decline was driven primarily by an $80.8 million increase in the CECL allowance for credit losses, tied to the Venetian Las Vegas acquisition and future funding commitments under the Property Growth Fund agreement with the Venetian tenant. AFFO attributable to common stockholders rose 19.8% to $305.5 million, while AFFO per diluted share fell 5.1% to $0.44 because of a higher weighted average share count. The quarter reflected the completion of several large transactions. VICI closed the $4.0 billion acquisition of The Venetian Resort Las Vegas land and real estate on February 23, 2022, and after quarter-end closed the approximately $17.2 billion acquisition of MGM Growth Properties on April 29, 2022. The MGP deal included issuing about 214.5 million shares and assuming approximately $5.7 billion of net debt, and it added a 25-year MGM Master Lease with initial annual rent of $860.0 million. The company also issued $5.0 billion of senior notes in April 2022 with a weighted average interest rate of 5.0%, or 4.51% after hedging. As of March 31, 2022, total debt was about $5.4 billion, liquidity about $3.5 billion, and cash $568.7 million. VICI updated its full-year 2022 AFFO guidance to a range of $1,660.0 million to $1,690.0 million, or $1.89 to $1.92 per diluted share, up from the prior range of $1,317.0 million to $1,347.0 million, or $1.80 to $1.84. The updated guidance reflects the MGP transactions and April notes issuance, and it excludes future acquisitions, dispositions, and capital markets activity. The company noted that the CECL-related change in credit loss allowance is difficult to predict and could be material to GAAP results. The quarterly dividend was $0.36 per share, paid April 7, 2022, totaling about $269.3 million.

May 4, 2022 8-K

VICI Properties 8-K Report, Material Agreement (Apr 29, 2022)

VICI Properties Inc. filed this Form 8-K to report the closing, on April 29, 2022, of its acquisition of MGM Growth Properties LLC (MGP) through the Master Transaction Agreement. In the REIT Merger, each MGP Class A common share was converted into 1.366 shares of VICI common stock, with VICI issuing approximately 214.5 million shares, valued at approximately $6.6 billion based on the April 28, 2022 closing price. VICI also paid MGM $4,404,000,000 in cash to redeem a majority of the VICI OP Units MGM received in the Partnership Merger, and MGM retains approximately 12.2 million VICI OP Units, or about 1.3% of outstanding VICI OP Units. The press release included with the filing states that the transaction brings the enterprise value to approximately $44.0 billion and adds 15 properties, for 43 in total. The filing describes a new Amended and Restated MGM Master Lease with an initial term of 25 years, three 10-year renewal options and initial total annual rent of $860.0 million, with annual escalations of 2.0% for the first 10 years and thereafter the greater of 2.0% and CPI, capped at 3.0%. MGM guarantees the lease. Upon MGM's pending sale of the Mirage operations to Hard Rock International, a separate lease with initial annual base rent of $90.0 million will be entered into, and the MGM master lease rent will be reduced by the same $90.0 million. VICI also retained MGP's 50.1% stake in the BREIT JV, whose lease provides current annual base rent of approximately $303.8 million, of which approximately $152.2 million is attributable to VICI's investment. Financing was supported by the issuance on April 29, 2022 of $5.0 billion of senior unsecured notes by VICI Properties L.P., spanning maturities from 2025 to 2052 with coupons from 4.375% to 5.625%. The proceeds funded the MGM redemption and repaid revolving credit facility borrowings. In addition, exchange offers for MGP notes resulted in the issuance of approximately $4.1 billion of new VICI notes, and the Debt Commitment Letter was terminated. The company also entered a 15-year Tax Protection Agreement that indemnifies MGM for certain tax liabilities.

Apr 29, 2022 8-K

VICI Properties 8-K Report, Shareholder Vote Results (Apr 27, 2022)

VICI Properties Inc. held its 2022 Annual Meeting of Stockholders on April 27, 2022, and the Form 8-K reports the final voting results on three proposals described in the company's definitive proxy statement filed March 14, 2022. VICI Properties Inc. and VICI Properties L.P. are co-registrants on the filing. Stockholders elected all seven director nominees: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz, each to serve until the 2023 Annual Meeting. For each nominee, votes for ranged from 662,388,245 to 666,036,877, while votes against ranged from 842,413 to 4,500,791 and broker non-votes were 32,458,286. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 698,992,430 votes for and 335,767 against. In a non-binding advisory vote, stockholders approved named executive officer compensation, with 638,026,413 votes for and 28,561,707 against, and 2,306,159 abstentions.

Apr 27, 2022 8-K

Earnings & ResultsOther EventsExhibits & Filings

VICI Properties 8-K Report, Material Agreement (Apr 25, 2022)

VICI Properties Inc. (VICI) and its operating partnership VICI Properties L.P. (VICI LP) entered into an underwriting agreement on April 20, 2022 with Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, under which VICI LP agreed to issue and sell a total of $5.0 billion aggregate principal amount of senior notes across five tranches maturing in 2025, 2028, 2030, 2032 and 2052. The notes carry coupons from 4.375% to 5.625%, and the 2052 notes carry the highest coupon at 5.625%. VICI LP estimates net proceeds of approximately $4,934.5 million after underwriting discounts, a $10.0 million additional discretionary fee and other offering expenses. The offering is expected to close on April 29, 2022, subject to customary closing conditions. The proceeds are intended to fund the company's obligation to redeem a majority of the units of VICI Properties OP LLC to be received by MGM Resorts International or its subsidiaries in connection with the closing of the previously announced acquisition of MGM Growth Properties LLC, and to repay amounts outstanding under VICI LP's revolving credit facility, which stood at $600.0 million as of April 15, 2022. The filing also notes that Hogan Lovells US LLP issued a legality opinion on the notes dated April 25, 2022, filed as Exhibit 5.1. The offering was made under an automatic shelf registration statement filed April 18, 2022. Certain underwriters and their affiliates are lenders under VICI LP's revolving credit facility, delayed draw term loan and other debt facilities and may receive a portion of the proceeds used to repay that revolver.

Apr 25, 2022 8-K

VICI Properties 8-K Report, Financial Results (Apr 18, 2022)

VICI Properties Inc. (VICI) furnished this Form 8-K on April 18, 2022, with three main disclosures. First, under Item 2.02, the company stated that all of its tenants had fulfilled their rent obligations in full for January, February, March and April 2022. It also provided preliminary, unaudited balance sheet figures as of March 31, 2022: total assets of $21,741,321 thousand ($21.74 billion), total liabilities of $6,257,535 thousand ($6.26 billion) and total stockholders' equity of $15,483,786 thousand ($15.48 billion). The company cautioned that these estimates may change materially and that final statements for the quarter are expected in May 2022. Second, under Item 8.01, VICI said that all conditions to closing of its pending acquisition of MGM Growth Properties LLC (MGP) and related transactions under the August 4, 2021 Master Transaction Agreement had been satisfied or waived as of April 15, 2022. The company expects the MGP Transactions to close on or about April 29, 2022, and no later than May 31, 2022. The filing describes the structure: a REIT merger in which MGP Class A shareholders receive 1.366 VICI shares per share, and a partnership merger in which MGM's MGP OP units are converted and majority redeemed for $4,404.0 million in cash. Third, the filing attaches financial exhibits. These include audited MGP and MGP OP financial statements for 2021, unaudited VICI pro forma condensed combined statements for 2021 reflecting the MGP Transactions and the Venetian Acquisition, and audited VICI Properties L.P. financial statements and MD&A. The pro forma statements show total consideration of $11,147.2 million for the MGP Transactions and pro forma 2021 net income attributable to common stockholders of $1,679.0 million. The filing also notes forward-looking risks, including COVID-19 effects on tenants and the possibility that closing conditions are not met on the expected timeline.

Apr 18, 2022 8-K

VICI Properties 8-K Report, Corporate Update (Apr 14, 2022)

On April 14, 2022, VICI Properties Inc. announced that its subsidiaries, VICI Properties L.P. and VICI Note Co. Inc. (the VICI Issuers), extended the expiration date of their private offers to exchange any and all outstanding MGP Notes issued by MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc. for up to $4.20 billion of new VICI notes, along with related consent solicitations. The expiration date moved from 5:00 p.m. New York City time on April 14, 2022 to 5:00 p.m. New York City time on April 28, 2022, and may be further extended. The exchange and consent activity is tied to the previously announced Mergers with MGM Growth Properties LLC (MGP), which are expected to close in the first half of 2022, subject to customary closing conditions and regulatory approvals. The filing states that requisite consents were received on September 24, 2021, and supplemental indentures were executed, eliminating substantially all restrictive covenants and certain events of default in the MGP Indentures. These Proposed Amendments become operative only on the settlement date of the Exchange Offers, which is expected to occur promptly after the Expiration Date and on or about the closing date of the Mergers. As of 5:00 p.m. on April 13, 2022, holders had validly tendered substantial portions of each series of MGP Notes, with tender rates ranging from 94.99% to 99.65% of principal amounts outstanding across six series. The Mergers would involve MGP merging into a VICI subsidiary, with the VICI Operating Company structure established under the Master Transaction Agreement dated August 4, 2021. The filing also includes standard forward-looking statement cautions, citing risks such as closing conditions, integration, litigation, tenant reactions, COVID-19 impacts and REIT qualification.

Apr 14, 2022 8-K

Acquisitions & DispositionsExhibits & Filings

VICI Properties 8-K Report, Corporate Update (Apr 1, 2022)

On March 31, 2022, VICI Properties Inc. announced that its subsidiaries, VICI Properties L.P. and VICI Note Co. Inc. (the VICI Issuers), extended the expiration date of their private offers to exchange up to $4.20 billion of MGP Notes issued by MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc. for new VICI notes, along with related consent solicitations. The expiration date moved from 5:00 p.m. New York City time on March 31, 2022 to 5:00 p.m. on April 14, 2022, and may be further extended. The offers are conditioned on the completion of the previously announced Mergers with MGM Growth Properties LLC (MGP), which are expected to close in the first half of 2022, subject to customary closing conditions and regulatory approvals. As of 5:00 p.m. on March 30, 2022, holders had validly tendered and not withdrawn substantial portions of each series of MGP Notes. Tender levels were reported at 96.27% for the 5.625% notes due 2024, 97.88% for the 4.625% notes due 2025, 92.65% for the 4.500% notes due 2026, 94.41% for the 5.750% notes due 2027, 95.10% for the 4.500% notes due 2028, and 95.55% for the 3.875% notes due 2029. Consents received on September 24, 2021 led to supplemental indentures that eliminate substantially all restrictive covenants and certain events of default, though these amendments become operative only on the settlement date. The Mergers involve a contribution of VICI LP's interest to a new operating company, VICI Properties OP LLC, followed by the REIT Merger of MGP into a subsidiary of VICI LP and the merger of the MGP OP into a subsidiary structure, all under the Master Transaction Agreement dated August 4, 2021. The filing's forward-looking statements highlight risks including closing conditions, integration, litigation, COVID-19 impacts on tenants, and the Company's REIT status.

Apr 1, 2022 8-K

VICI Properties 8-K Report, Acquisition Completed (Feb 23, 2022)

VICI Properties Inc. filed this Form 8-K on February 23, 2022 to report that it completed the previously announced acquisition of the land and real estate assets of The Venetian Resort Las Vegas and Venetian Expo for $4.0 billion in cash. The purchase was made through its wholly owned subsidiary VICI Properties L.P. from Las Vegas Sands Corp. under a Purchase and Sale Agreement dated March 2, 2021. Concurrently, Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc. (the Venetian Tenant), purchased the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is a secured term loan from the Venetian Seller and the remainder paid in cash. Simultaneously, VICI entered into a triple-net lease with the Venetian Tenant with an initial total annual rent of $250.0 million and an initial term of 30 years, with two ten-year tenant renewal options. For investors, the filing establishes the closing of a $4.0 billion real estate acquisition backed by a long-term triple-net lease with a stated initial annual rent of $250.0 million. The filing does not describe any other financial results or guidance.

Feb 23, 2022 8-K

VICI Properties 8-K Report, Financial Results (Feb 23, 2022)

VICI Properties Inc. reported fourth quarter and full year 2021 results on February 23, 2022. Total revenues for the quarter were $383.2 million, an increase of 2.7% from $373.0 million a year earlier, and net income attributable to common stockholders was $281.5 million, or $0.44 per diluted share. For the full year, total revenues were $1,509.6 million, up 23.2%, and net income attributable to common stockholders was $1,013.9 million, or $1.76 per diluted share. AFFO for the year was $1,047.4 million, an increase of 25.3%, and AFFO per diluted share was $1.82, up 11.0%. The company highlighted a year of significant transactions. It announced approximately $21.3 billion of acquisitions and investments in 2021 at a weighted-average initial yield of 5.9%, including the $4.0 billion Venetian Resort Las Vegas acquisition, which closed on February 23, 2022, and the pending acquisition of MGM Growth Properties LLC for approximately $17.2 billion, expected to close in the first half of 2022. The company repaid the $2.1 billion Term Loan B, retiring all outstanding secured debt, and entered into a new $2.5 billion unsecured revolving credit facility and a $1.0 billion delayed draw term loan facility. Total debt at year-end was $4.75 billion face value, with cash of $739.6 million. For 2022, VICI provided preliminary AFFO guidance of $1,317.0 million to $1,347.0 million, or $1.80 to $1.84 per diluted share, on an estimated weighted average share count of 733.7 million. The guidance excludes the pending MGP acquisition and other future transactions, and the company stated it could not reconcile the AFFO guidance to GAAP net income because of the unpredictable non-cash change in allowance for credit losses.

Feb 23, 2022 8-K