VICI · VICI Properties

199 filings

VICI SEC Filings

VICI Properties - 199 total filings

Filing record · 2017–202610-K1010-Q288-K161

Showing 1–50 of 199 filings

VICI Properties Quarterly Report for Q3 Ended Sep 30, 2026

VICI Properties Inc. (with its operating partnership VICI Properties L.P.) reported net income attributable to common stockholders of $342.5 million for the three months ended September 30, 2026, versus $762.0 million a year earlier, and $1.74 billion for the nine months versus $2.17 billion. The decline is driven mainly by a $458.0 million increase in the allowance for credit losses in the quarter, compared with a $20.2 million decrease in the prior-year quarter. The filing attributes about $313.2 million of the quarterly increase to Caesars, reflecting a rating agency downgrade of Caesars' senior secured debt and revised renewal-period loss estimates for the Caesars Regional Master Lease and Joliet Lease. Excluding the credit-loss charge, operating results grew: total revenues rose to $1.07 billion from $1.01 billion in the quarter, and AFFO attributable to common stockholders was $685.2 million, or $0.62 per share, versus $0.60 a year earlier. The balance sheet expanded over the period. Total assets rose to $48.06 billion from $46.72 billion at December 31, 2025, supported by the Golden Entertainment Transaction ($1.15 billion total purchase price, including roughly 24.3 million VICI shares issued), the Gamehost Transaction, and a $1.5 billion One Beverly Hills mezzanine loan. Total debt was $16.92 billion carrying value, against $17.22 billion principal, with a weighted average contractual interest rate of 4.73% on senior unsecured notes. In August 2026 VICI LP issued $1.75 billion of senior notes, and cash and cash equivalents declined to $270.3 million. Operating cash flow was $2.02 billion for the nine months, up from $1.82 billion. Subsequent to quarter-end, on October 27, 2026, the Board authorized a share repurchase program of up to $2.0 billion through September 30, 2029. The quarterly dividend was declared at $0.46 per share, up from $0.45. The filing states that the company's properties are 100% leased, with a weighted average lease term of approximately 39.4 years, and that MGM and Caesars together account for a large share of lease revenue.

Oct 28, 2026 8-K

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

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

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 10-Q

VICI Properties Quarterly Report for Q2 Ended Jun 30, 2026

VICI Properties Inc. reported total revenues of $1.06 billion for the three months ended June 30, 2026, up from $1.00 billion a year earlier, and net income attributable to common stockholders of $526.5 million, down from $865.1 million. The decline in net income was driven primarily by a $271.1 million increase in the change in allowance for credit losses in the quarter, compared with a $142.0 million decrease in the prior-year quarter. The filing attributes the charge to the initial CECL allowance on the Gamehost and Golden acquisitions, a higher long-term probability of default estimate for one tenant, and negative macroeconomic forecast changes. Diluted earnings per share were $0.48 for the quarter versus $0.82 a year earlier. AFFO attributable to common stockholders was $679.6 million for the quarter, or $0.62 per diluted share, compared with $0.60 in the prior-year quarter. During the first half of 2026, VICI completed the $1.15 billion Golden Entertainment Transaction, which added seven casino properties under a 30-year master lease with initial annual rent of $87.0 million, and the C$200.6 million Gamehost Transaction in Alberta. It also made a $1.5 billion mezzanine loan commitment for One Beverly Hills and announced the Club Med St. Croix redevelopment. Total assets rose to $48.27 billion at June 30, 2026, from $46.72 billion at December 31, 2025, and debt, net was $16.93 billion. Cash and cash equivalents declined to $288.1 million, and the company reported $2.23 billion of capacity under its Revolving Credit Facility. Management stated it believes it has sufficient liquidity for the next 12 months. The filing states that MGM and Caesars guarantee lease payments for their respective leased properties, with MGM representing 37% of lease revenues and Caesars 35% for the three and six months ended June 30, 2026. Management reported that the disclosure controls were effective and that the company is not subject to any litigation it believes would have a material adverse effect.

Jul 29, 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 10-Q

VICI Properties Quarterly Report for Q1 Ended Mar 31, 2026

VICI Properties Inc. reported net income of $885.95 million for the quarter ended March 31, 2026, up from $552.27 million a year earlier, with net income attributable to common stockholders of $872.39 million, or $0.82 per diluted share, versus $0.51 in the prior-year quarter. The swing was driven largely by a $118.8 million decrease in the change in allowance for credit losses, compared with a $187.0 million increase in the first quarter of 2025. Total revenues rose to $1.02 billion from $984.2 million, reflecting annual rent escalators and higher income from loans and securities. The filing attributes the credit allowance release to positive macroeconomic forecast changes and improved tenant equity market performance, partially offset by an initial allowance on new debt investments. Balance sheet activity centered on real estate debt. VICI provided a $1.5 billion mezzanine loan for One Beverly Hills, with $650.0 million initially funded, and total loans and securities rose to $2.71 billion carrying value from $2.53 billion at year-end. Cash and cash equivalents declined to $480.2 million, and total debt was $16.79 billion carrying value against $17.09 billion principal. Net cash provided by operating activities was $631.9 million, while dividends paid were $481.4 million and the declared quarterly dividend was $0.45 per share. Subsequent events include the April 21, 2026 Northfield Park lease with an affiliate of Clairvest carrying initial annual base rent of $53.0 million, and the physical settlement on April 29, 2026 of 7,750,000 remaining ATM forward shares for net proceeds of about $242.1 million. The Golden Entertainment transaction was expected to close on or around April 30, 2026, and the Gamehost Transaction is expected to close in mid-2026.

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 10-K

VICI Properties Annual Report, Year Ended Dec 31, 2025

VICI Properties Inc. (VICI) reported total revenues of $4.01 billion for 2025, up 4.1% from $3.85 billion in 2024, and net income attributable to common stockholders of $2.78 billion, or $2.61 per diluted share. AFFO rose 6.6% to $2.5 billion, or $2.38 per diluted share. The company owns 93 experiential assets (54 gaming and 39 other experiential properties) across 26 U.S. states and Canada, 100% leased, with a weighted average lease term including extensions of approximately 39.6 years. Caesars and MGM are the two largest tenants, representing 39% and 35% of annualized rent as of December 31, 2025. The filing flags Caesars' declining profitability at certain properties under the Caesars Regional Master Lease. Management says it is evaluating Caesars' performance and has held preliminary discussions with Caesars, but no outcome is assured. The allowance for credit losses rose to $177.9 million in 2025 from $126.7 million in 2024, driven by tenant market performance and macroeconomic forecast changes. Total debt was $17.1 billion at a weighted average rate of 4.464%, with $2.4 billion of revolver capacity available. Pending transactions include the $1.16 billion Golden Entertainment portfolio acquisition, expected to close in mid-2026, and the Northfield Park severance lease, expected in the first half of 2026. The company also reported a $623.5 million of future loan funding commitments and $2.58 billion of real estate debt investments outstanding.

Feb 25, 2026 10-Q

VICI Properties Quarterly Report for Q3 Ended Sep 30, 2025

VICI Properties Inc. reported net income of $2.20 billion for the nine months ended September 30, 2025, up from $2.10 billion a year earlier, and net income attributable to common stockholders of $2.17 billion ($2.05 per diluted share versus $1.98). Total revenues rose to $2.99 billion for the nine months from $2.87 billion, driven by higher income from sales-type leases and lease financing receivables, loans and securities. Total leasing revenue increased $58.2 million over the nine months, primarily reflecting incremental rent from the Venetian Capital Investment and annual rent escalators. The company owns 93 experiential assets across 54 gaming properties and 39 other experiential properties, all 100% leased with a weighted average lease term of approximately 40.0 years. Balance sheet growth was driven by loan investments: investments in loans and securities rose to $2.43 billion at September 30, 2025 from $1.65 billion at December 31, 2024, reflecting $960.0 million of real estate debt commitments including the One Beverly Hills mezzanine loan and the North Fork Casino loan. Total debt was $16.76 billion, and cash and cash equivalents were $507.5 million. Operating cash flow was $1.82 billion for the nine months, while dividends paid totaled $1.37 billion, with quarterly dividends declared rising to $0.4500 per share for the third quarter. Subsequent to quarter-end, VICI announced a new 25-year triple-net lease for MGM Northfield Park with an initial annual base rent of $53.0 million ($54.0 million if closed on or after May 1, 2026), expected to close in the first half of 2026. Management stated it believes it has sufficient liquidity for the next 12 months, citing $3.10 billion of liquidity including undrawn revolver capacity and forward sale proceeds.

Oct 30, 2025 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 10-Q

VICI Properties Quarterly Report for Q2 Ended Jun 30, 2025

VICI Properties Inc. (with its operating partnership VICI Properties L.P.) reported results for the three and six months ended June 30, 2025. Total revenues were $1,001.3 million for the quarter, up from $957.0 million a year earlier, and $1,985.5 million for the six months versus $1,908.5 million. Net income attributable to common stockholders was $865.1 million for the quarter ($0.82 per diluted share) compared with $741.3 million ($0.71) in the prior-year quarter. The quarter also included a $142.0 million decrease in the allowance for credit losses, which the filing attributes to tenant equity market performance and macroeconomic forecast changes, and this decrease is a major driver of the year-over-year earnings improvement. Management's AFFO attributable to common stockholders was $630.2 million for the quarter ($0.60 per share). The balance sheet expanded during the first half. Total assets were $46.05 billion at June 30, 2025, and debt, net was $16.92 billion. Investments in loans and securities rose to $2.37 billion from $1.65 billion at year-end 2024, driven by a $300.0 million and then $150.0 million purchase of mezzanine interest in One Beverly Hills and a commitment of up to $510.0 million to the North Fork Casino loan. Cash fell to $233.0 million. The company had $3.0 billion of total cash and liquidity sources including $2.18 billion of Revolving Credit Facility capacity and $621.5 million of net proceeds available from outstanding forward sale agreements. The filing states that none of the $17.3 billion of debt is maturing in the next twelve months. The filing states that MGM and Caesars guarantee lease payments and that MGM represented 38% of lease revenues and Caesars 36% for both the three and six months ended June 30, 2025. Management reports that the company was in compliance with all financial and debt covenants at June 30, 2025, and that no investments were on non-accrual status. Subsequent to quarter-end, the company repaid $175.0 million on the Revolving Credit Facility and physically settled 9,662,116 forward ATM shares for approximately $296.0 million.

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 10-Q

VICI Properties Quarterly Report for Q1 Ended Mar 31, 2025

VICI Properties Inc. reported net income of $552.3 million for the three months ended March 31, 2025, versus $599.8 million a year earlier, and net income attributable to common stockholders of $543.6 million compared with $590.0 million. Diluted earnings per share were $0.51, down from $0.57. The decline was driven mainly by a $187.0 million change in allowance for credit losses, versus $106.9 million in the prior-year quarter, which the company attributes to tenant equity market performance and a weaker macroeconomic forecast. Total revenues rose to $984.2 million from $951.5 million, led by higher income from sales-type leases and lease financing receivables, loans and securities. Management also reported AFFO attributable to common stockholders of $615.98 million, or $0.58 per diluted share, versus $0.56 a year earlier. Balance sheet activity centered on real estate debt investment. VICI bought a $300.0 million interest in the One Beverly Hills mezzanine loan in February 2025, funded with cash and a Revolving Credit Facility draw. Investments in loans and securities rose to $2.04 billion from $1.65 billion at year-end 2024. Cash fell to $334.3 million from $524.6 million, and total debt, net, reached $16.85 billion. The company entered a $2.5 billion unsecured Revolving Credit Facility maturing February 2029, and it priced $1.3 billion of senior notes in March 2025, which were issued April 7, 2025 and used to redeem $1.3 billion of 2025 maturities. Subsequent to quarter-end, VICI committed up to $510.0 million to a North Fork Casino term loan facility. The company declared a quarterly dividend of $0.4325 per common share, compared with $0.4150 a year earlier. The filing reports that all lease and loan investments were current and that no investments were on non-accrual status. The company also reported 98.6% of its $17.2 billion of debt at fixed rates.

Apr 30, 2025 8-K

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

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 10-K

VICI Properties Annual Report, Year Ended Dec 31, 2024

VICI Properties Inc. (NYSE: VICI) reported its 2024 annual results in this Form 10-K filed February 20, 2025. The company owns 93 experiential assets (54 gaming properties and 39 other experiential properties) across 26 U.S. states and Canada, all 100% leased under long-term triple-net leases with a weighted average lease term of 40.7 years including extensions. Total revenues rose to $3.85 billion from $3.61 billion, net income attributable to common stockholders reached $2.68 billion ($2.56 per diluted share), and AFFO increased to $2.37 billion ($2.26 per diluted share). The company states it collected 100% of contractual rent in cash in 2024. Concentration is the central investor consideration. Caesars and MGM are the two largest tenants, representing 39% and 35% of annualized rent as of December 31, 2024, and the Las Vegas Strip generated approximately 48% of total revenues. Leverage stands at roughly $17.1 billion of debt, of which 99.0% is fixed-rate, and the company held $2.4 billion of revolver capacity at year end. Key 2024 capital deployment included $411.8 million through the Partner Property Growth Fund (including the Venetian Capital Investment, with up to $700.0 million total and an incremental $300.0 million option) and $579.1 million funded for loans and securities. The filing also highlights credit risk accounting: the change in allowance for credit losses was $126.7 million in 2024 versus $102.8 million in 2023, and the company's CECL allowance totaled $1.59 billion. Subsequent to year end, VICI replaced its revolving credit facility with a $2.5 billion facility maturing February 3, 2029 and bought a $300.0 million interest in the One Beverly Hills mezzanine loan.

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

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 10-Q

VICI Properties Quarterly Report for Q3 Ended Sep 30, 2024

VICI Properties Inc. reported net income attributable to common stockholders of $732.9 million, or $0.70 per diluted share, for the three months ended September 30, 2024, up from $556.3 million, or $0.55 per share, a year earlier. For the nine months, net income attributable to common stockholders was $2.06 billion, or $1.98 per diluted share, versus $1.77 billion, or $1.75, in the prior-year period. Total revenues were $964.7 million for the quarter and $2.87 billion for the nine months, with the increases driven by the MGM Grand/Mandalay Bay portfolio acquisition, the Century Master Lease, the Bowlero and Chelsea Piers transactions, and the Venetian Capital Investment rent increase. The filing also shows a $31.6 million decrease in the allowance for credit losses in the quarter, compared with a $96.0 million increase a year earlier. Cash flow from operations rose to $1.74 billion for the nine months, and AFFO attributable to common stockholders was $1.77 billion, or $1.70 per basic share. Total assets were $44.92 billion at September 30, 2024, against $16.74 billion of debt, net. The company had $355.7 million of cash and $2.33 billion of undrawn Revolving Credit Facility capacity, and it stated it had 99.0% fixed-rate debt. Management concluded that disclosure controls were effective. During 2024, VICI agreed to fund up to $700.0 million of capital investment into the Venetian Resort, of which $400.0 million was funded by quarter-end. It also originated $365.0 million of real estate debt, sold 11.7 million shares under its ATM program for estimated proceeds of $368.5 million, and issued $1.05 billion of senior unsecured notes in March 2024. The quarterly dividend was raised to $0.4325 per share for the third quarter.

Oct 31, 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 10-Q

VICI Properties Quarterly Report for Q2 Ended Jun 30, 2024

VICI Properties Inc. (VICI) reported its second-quarter 2024 results in this Form 10-Q for the three and six months ended June 30, 2024. Total revenues were $957.0 million for the quarter, up from $898.2 million a year earlier, and $1.91 billion for the six months, up from $1.78 billion. Net income attributable to common stockholders was $741.3 million for the quarter ($0.71 per diluted share) and $1.33 billion for the six months ($1.28 per diluted share). Adjusted EBITDA attributable to common stockholders was $775.9 million for the quarter and $1.54 billion for the six months, and AFFO per diluted share was $0.57 for the quarter and $1.13 for the six months, according to the filing's non-GAAP reconciliation. The company's balance sheet grew to $44.51 billion in total assets at June 30, 2024, with total debt, net of $16.73 billion. Cash and cash equivalents declared at $347.2 million, down from $522.6 million at year-end 2023. Net cash provided by operating activities was $1.16 billion for the six months. Dividends paid totaled $867.6 million in the period, and the quarterly dividend declared was $0.4150 per share for both the first and second quarters of 2024. The filing also describes a $700.0 million Venetian Capital Investment, of which $400.0 million is funded in 2024, along with $365.0 million of real estate debt originations in the first half of 2024. The filing notes that VICI's tenants, MGM and Caesars, are the guarantors of their lease payment obligations and represented a combined majority of lease revenue. Allowance for credit losses stood at $1.52 billion at June 30, 2024, versus $1.45 billion at December 31, 2023. The company also reported completing a new general ledger and reporting system during the quarter, with management stating that internal controls were effective.

Jul 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 10-Q

VICI Properties Quarterly Report for Q1 Ended Mar 31, 2024

VICI Properties Inc. reported first-quarter 2024 total revenues of $951.5 million, up from $877.6 million in the prior-year quarter, and net income attributable to common stockholders of $590.0 million, or $0.57 per diluted share, compared with $518.7 million, or $0.52 per diluted share, a year earlier. Income from sales-type leases rose to $512.8 million and income from lease financing receivables, loans and securities rose to $409.3 million. Results were supported by the addition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay lease, the Rocky Gap Casino and Century Canadian portfolio components of the Century Master Lease, the Bowlero master lease and the Chelsea Piers lease. The change in allowance for credit losses was a $106.9 million charge, driven mainly by an increase in the probability of default of several tenants and their parent guarantors. The balance sheet at March 31, 2024 showed total assets of $44.16 billion, debt, net of $16.71 billion and total stockholders' equity of $25.82 billion. Cash and cash equivalents were $485.3 million. During the quarter the company issued $1.05 billion of 5.750% Senior Notes due 2034 and 6.125% Senior Notes due 2054 and used the net proceeds to redeem the 5.625% Senior Notes due 2024. Net cash provided by operating activities was $543.7 million. The company declared a quarterly dividend of $0.4150 per common share, up from $0.3900 a year earlier. Subsequent to quarter end, on May 1, 2024, VICI agreed to provide up to $700.0 million of financing for extensive reinvestment projects at the Venetian Resort, comprising $400.0 million to be funded in 2024 and an additional $300.0 million that the Venetian Resort may draw until November 1, 2026. The Venetian Capital Investment increases annual rent at a 7.25% yield, and the previous $1.0 billion Property Growth Fund Agreement with Apollo was terminated.

May 1, 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

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 10-K

VICI Properties Annual Report, Year Ended Dec 31, 2023

VICI Properties Inc. (VICI) reported full-year 2023 results in this Form 10-K, filed February 22, 2024, as an owner and acquirer of gaming, hospitality and entertainment properties leased to operators under long-term triple-net leases. At December 31, 2023 the company owned 93 experiential assets (54 gaming properties and 39 other experiential properties) across the United States and Canada, with its properties 100% leased and a weighted average lease term including extensions of approximately 41.3 years. Caesars and MGM, its two largest tenants, represented approximately 40% and 35% of annualized rent at year-end. Total revenues were $3.61 billion in 2023, up 38.9% from 2022, and net income attributable to common stockholders was $2.51 billion, or $2.47 per diluted share. AFFO rose 29.1% to $2.19 billion, or $2.15 per diluted share. The year's growth was driven largely by acquisitions. VICI invested over $4.1 billion to acquire 51 properties, including the MGM Grand/Mandalay Bay JV interest, its first international gaming assets in Canada, and its first other-experiential properties in sports, family entertainment and Chelsea Piers. It also originated six debt investments totaling $698.2 million of commitments. Net income was also affected by a change in allowance for credit losses of $102.8 million in 2023, compared with $834.5 million in 2022. At year-end the company had $17.1 billion of debt, $522.6 million of cash, and roughly $2.3 billion of undrawn revolving credit capacity, and it reported compliance with all debt covenants. The filing highlights concentration risk: the Las Vegas Strip generated approximately 49% of total revenues, and the company is dependent on tenant performance and the gaming industry. Key forward-looking items include Caesars Indianapolis put-call rights exercisable through December 31, 2024, a $1.1 billion debt maturity on May 1, 2024, and a regular quarterly dividend that was raised to $0.415 per share in the third quarter of 2023.

Feb 22, 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 10-Q

VICI Properties Quarterly Report for Q3 Ended Sep 30, 2023

VICI Properties Inc. reported strong growth in the third quarter and nine months ended September 30, 2023. Total revenues were $904.3 million for the quarter, up from $751.5 million a year earlier, and $2.68 billion for the nine months, up from $1.83 billion. Net income attributable to common stockholders was $556.3 million for the quarter ($0.55 per diluted share) and $1.77 billion for the nine months ($1.75 per diluted share). The increase was driven mainly by new leases and acquisitions, including the MGM Grand/Mandalay Bay JV Interest Acquisition, the PURE Canadian Gaming Transaction, the Rocky Gap Casino Transaction and the Century Canadian Portfolio Transaction, as well as annual rent escalators. Interest expense rose to $204.9 million for the quarter from $169.4 million, reflecting higher debt following the April 2022 Notes, the Exchange Notes and the assumed MGM Grand/Mandalay Bay CMBS debt. The balance sheet expanded, with total assets of $42.83 billion at September 30, 2023, compared with $37.58 billion at December 31, 2022. Total debt, net, was $16.69 billion. The change in allowance for credit losses was a $96.0 million charge for the quarter, compared with $232.8 million a year earlier. Cash and cash equivalents rose to $510.9 million. Net cash provided by operating activities was $1.60 billion for the nine months. Dividends declared rose to $0.4150 per common share for the third quarter, up from $0.3900. Subsequent to quarter-end, VICI acquired the real estate of 38 bowling centers from Bowlero for an aggregate purchase price of $432.9 million in a sale-leaseback transaction, and physically settled the remaining 17,702,500 shares under the January 2023 Forward Sale Agreements for net proceeds of approximately $560.3 million. The filing also reports that the company is not subject to any litigation it believes could have a material adverse effect.

Oct 25, 2023 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 10-Q

VICI Properties Quarterly Report for Q2 Ended Jun 30, 2023

VICI Properties Inc. and its operating partnership, VICI Properties L.P., reported results for the three and six months ended June 30, 2023. Total revenues were $898.2 million for the quarter, up from $662.6 million a year earlier, and $1.78 billion for the six months, up from $1.08 billion. Net income attributable to common stockholders was $690.7 million for the quarter ($0.69 per diluted share), compared with a net loss of $57.7 million in the prior-year quarter. For the six months, net income attributable to common stockholders was $1.21 billion ($1.20 per diluted share). The quarter included a $41.4 million decrease in the allowance for credit losses, versus a $551.9 million increase in the prior-year quarter. Operating cash flow for the six months was $1.05 billion. Management reported FFO per share and AFFO per share of $0.54 for the quarter on an AFFO basis, and AFFO attributable to common stockholders of $540.4 million. The period was dominated by the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition on January 9, 2023, for cash consideration of $1.26 billion, which gave VICI full ownership of a property leased to MGM with annual rent of $309.9 million. The company also closed the PURE Canadian Gaming Transaction for approximately US$200.8 million and recorded a $1.27 billion settlement of forward sale agreements and ATM forward sales. Total assets rose to $42.25 billion at June 30, 2023, from $37.58 billion at December 31, 2022, and debt, net, increased to $16.62 billion from $13.74 billion. Subsequent to quarter-end, the company closed the Rocky Gap Casino acquisition for $260.0 million on July 25, 2023, and committed up to $150.0 million in a preferred equity investment in Canyon Ranch. Liquidity remained substantial, with $738.8 million in cash and cash equivalents and $2.39 billion of capacity under the Revolving Credit Facility at June 30, 2023. Caesars and MGM are the company's two largest tenants, and the filing states that Caesars Leases represented 37% and 38% of lease revenues for the three and six months ended June 30, 2023, while MGM Leases represented 40% and 39% for the same periods. The company reported no debt maturities until May 2024, and it stated that it was in compliance with all debt covenants at June 30, 2023.

Jul 26, 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 10-Q

VICI Properties Quarterly Report for Q1 Ended Mar 31, 2023

VICI Properties Inc. reported net income of $527.9 million for the three months ended March 31, 2023, versus $242.7 million a year earlier, with net income attributable to common stockholders of $518.7 million, or $0.52 per diluted share (versus $0.35). Total revenues rose to $877.6 million from $416.6 million, driven primarily by the addition of the MGM Master Lease, Venetian Lease and Foundation Master Lease in 2022 and the PURE Master Lease and MGM Grand/Mandalay Bay Lease in January 2023. Interest expense increased to $204.4 million from $68.1 million, and the change in allowance for credit losses was $111.5 million, largely reflecting initial CECL allowances on newly acquired assets. The largest event of the quarter was the January 9, 2023 closing of the acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV from BREIT for cash consideration of $1,261.9 million, which VICI consolidated and funded with cash on hand and forward sale settlements. The company also acquired four PURE Casino properties in Alberta for an aggregate purchase price of approximately C$271.9 million. Total assets grew to $41.85 billion at March 31, 2023 from $37.58 billion at December 31, 2022, and total debt, net was $16.61 billion. Net cash provided by operating activities was $522.0 million, compared with $298.2 million a year earlier. At quarter-end, VICI had $247.7 million of cash, $2.40 billion of capacity under its Revolving Credit Facility, and $960.4 million of expected net proceeds from the January 2023 forward sale agreements, which may be physically settled. The filing states that the company was in compliance with all debt-related covenants and that it has no debt maturities until May 2024. Subsequent to quarter-end, the $400.0 million Forum Convention Center Mortgage Loan was repaid in full on May 1, 2023.

May 1, 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

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 10-K

VICI Properties Annual Report, Year Ended Dec 31, 2022

VICI Properties Inc. (NYSE: VICI) reported in its 2022 Form 10-K that it owns 49 gaming facilities in the United States and Canada, leased on long-term triple-net terms to tenants including Caesars and MGM, which together represented 43% and 36%, respectively, of annualized rent as of December 31, 2022. Total revenues rose to $2,600.7 million in 2022 from $1,509.6 million in 2021, and net income attributable to common stockholders was $1,117.6 million, or $1.27 per diluted share. The company stated that AFFO increased 61.7% to $1,693.8 million, or $1.93 per diluted share, and that it collected 100% of rent in cash. Net income per diluted share declined 27.7%, primarily due to an $834.5 million increase in the allowance for credit losses, mostly driven by initial CECL allowances on 2022 acquisitions and originations. The year was dominated by the April 2022 MGP Transactions, in which VICI acquired MGM Growth Properties for total consideration of $11.6 billion plus the assumption of approximately $5.7 billion of debt, adding $1,012.2 million of annualized rent. Other major activity included the Venetian Acquisition for $4.0 billion in cash, the Foundation Gaming and PURE Canadian Gaming transactions, and more than $1.2 billion of loan commitments. Subsequent to year-end, VICI closed the acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV from BREIT for $1,261.9 million in cash, assumed $1,497.0 million of the property-level debt, and raised equity through forward sale settlements and a January 2023 offering. At December 31, 2022, long-term indebtedness totaled approximately $15.45 billion, consisting of $13.95 billion of senior unsecured debt and a $1.5 billion pro-rata share of secured property-level debt. Cash and cash equivalents were $208.9 million, and the company reported $2.5 billion of revolver capacity, with no debt maturities until May 2024. Key risks highlighted include dependence on Caesars and MGM, concentration in the Las Vegas Strip (about 45% of 2022 revenues), REIT distribution requirements, and rising interest rates.

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