VICI Properties (VICI) 10-K risk factor changes: FY2018 vs FY2017

[removed: You should be] [added: *You should* *be] aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows.

In evaluating us, you should consider carefully, among other things, the risks described [removed: below.][added: below.* *The risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us.]

Please refer to the section entitled “Cautionary Note Regarding Forward-Looking [removed: Statements.”][added: Statements.”*]

[removed: Risks] [added: Risks] Related to Our Business and [removed: Operations][added: Operations]

[removed: We] [added: We] are [added: and will be significantly] dependent on Caesars [removed: for the foreseeable future,] and [added: Penn National and their respective subsidiaries unless or until we substantially diversify our portfolio and] an event that has a material adverse effect on [removed: Caesars’ business,] [added: either of their respective businesses,] financial condition, liquidity, results of operations or prospects [removed: would] [added: could] have a material adverse effect on our business, financial condition, liquidity, results of operations and [removed: prospects.][added: prospects.]

[removed: Additionally, because the Lease Agreements] [added: Because these master leases] are triple-net leases, we depend on the tenants to pay [added: substantially] all insurance, taxes, [removed: utilities,] [added: utilities] and maintenance and repair expenses in connection with these leased properties and to indemnify, defend, and hold us harmless from and against various claims, litigation, and liabilities arising in connection with [removed: our] [added: their] businesses.

See [removed: “Business.”] [added: “Item 1 - Business.”] There can be no assurance that the tenants will have sufficient assets, [removed: income, and] [added: income or] access to financing to enable them to satisfy their payment [added: and other] obligations [removed: on account of the Lease Agreements,] [added: under their leases with us,] or that [removed: Caesars or its CRC] [added: the applicable guarantor] will be able to satisfy its guarantee of the applicable tenant’s obligations under the Lease Agreements.

The tenants and [removed: the] applicable [removed: guarantor] [added: guarantors] rely on the properties they or their [added: respective] subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements and lease payments due to us under the Lease Agreements [removed: and the guarantees.][added: or to others under other lease agreements.]

If income from these properties were to decline for any reason, [removed: if any tenant’s] or [removed: the applicable guarantor] [added: if Caesars’] or [removed: their subsidiaries’] [added: Penn National’s] debt service requirements were to increase [removed: (whether due to an increase in interest rates or otherwise),] [added: for any reason] or if [removed: Caesars’ subsidiaries] [added: their creditworthiness] were [removed: prevented from making distributions] to [removed: Caesars or CRC (whether due to restrictions in their financing arrangements or otherwise),] [added: become impaired for other reasons,] a tenant [removed: may become unable] or [removed: unwilling to satisfy its payment obligations under] the [removed: Lease Agreements and the] applicable guarantor may become unable or unwilling to [removed: make payments under] [added: satisfy] its [removed: guarantee of the Lease Agreements.][added: payment and other obligations under their leases with us.]

The inability or unwillingness of [removed: a tenant] [added: either Caesars] or [removed: the applicable guarantor] [added: Penn National] to meet their [removed: rent] [added: respective subsidiaries’ payment] and other obligations [removed: to us] under the [removed: Lease Agreements and the related guarantee would] [added: leases, in each case, could] materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, including our ability to make distributions to our [removed: stockholders as required to maintain our status as a REIT.][added: stockholders.]

[removed: In addition, due] [added: Due] to our dependence on rental payments from [added: subsidiaries of] Caesars [added: and Penn National] as [removed: a] [added: our] primary source of [removed: revenues,] [added: revenue,] we may be limited in our ability to enforce our rights under the [removed: Lease Agreements] [added: leases] or to terminate the applicable lease with respect to [removed: a] [added: any] particular property.

Failure by the tenants to comply with the terms of [removed: the Lease Agreements] [added: their respective leases] or to comply with the gaming regulations to which the leased properties are subject could require us to find another [removed: lessee] [added: tenant] for such [removed: leased] property, to the extent possible, and there could be a decrease or cessation of rental payments by the tenants.

In such event, we may be unable to locate a suitable, credit-worthy [removed: lessee] [added: tenant] at similar rental rates or at all, which [added: would have the effect of reducing our rental revenues and] could have a material [removed: and] adverse effect on us.

[removed: Because] [added: Because] a concentrated portion of our revenues are generated from the Strip, we are subject to greater risks than a company that is more geographically [removed: diversified.][added: diversified.]

Our properties on the Las Vegas Strip generated approximately [removed: 27.8%] [added: 36%] of our lease revenue for the [removed: period from October 6, 2017 to] [added: year ended] December 31, [removed: 2017.][added: 2018.]

Moreover, due to the importance of our two properties on the Strip, we may be disproportionately affected by general risks such [added: as acts of terrorism, natural disasters, including major fires, floods and earthquakes, and severe or inclement weather, should such developments occur in or nearby Las Vegas.]

[removed: Caesars] [added: Caesars] and its subsidiaries are party to certain leasing and financial commitments with us, which may have a negative impact on Caesars’ business and operating [removed: condition.][added: condition.]

See [removed: “Business—Our] [added: Item 1 - “Business - Our] Relationship with Caesars” for additional information regarding such agreements.

Caesars is obligated to pay us in the aggregate approximately [removed: $735.3 million] [added: $4.2 billion] in fixed annual rents and golf course membership fees [removed: for each] [added: over the next five years] of the [removed: first seven years,] [added: respective Caesars Lease Agreements,] subject to certain escalators and adjustments.

[removed: See “—We are dependent on Caesars for the foreseeable future,] [added: For these] and [removed: an event that has a material adverse effect on Caesars’ business, financial condition, liquidity results] [added: other reasons, the bankruptcy] of [removed: operations] [added: one] or [removed: prospects] [added: more tenants, Caesars, CRC or Penn National] would have a material adverse effect on our business, financial condition, liquidity, results of operations and [removed: prospects” above.][added: prospects.]

[removed: Subsidiaries] [added: Subsidiaries] of Caesars are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, the [added: Caesars] Lease Agreements, which could adversely affect Caesars’ ability to fund their operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes and its ability to satisfy its payment obligations to us under the Lease Agreements and the related [removed: guarantees.][added: guarantees.]

Subsidiaries of Caesars are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, the [added: Caesars] Lease Agreements.

See [removed: “Business—Our] [added: Item 1 “Business - Caesars Lease Agreements - Overview” and Item 1 “Business - Our] Relationship with Caesars.” As a result of this commitment, Caesars’ ability to fund its operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected, which could adversely affect the ability of the applicable tenants to satisfy their obligations to us under the [added: Caesars] Lease Agreements and the ability of Caesars and/or CRC to satisfy their respective obligations to us under the related guarantees.

In addition, [added: during] the [added: initial seven years of the Caesars Lease Agreements, the] annual rent escalations under the [added: Caesars] Lease Agreements will continue to apply regardless of the amount of cash flows generated by the properties that are subject to the [added: Caesars] Lease Agreements.

Accordingly, if the cash flows generated by such properties decrease, or do not increase at the same rate as the rent escalations, the rents payable under the [added: Caesars] Lease Agreements will comprise a higher percentage of the cash flows generated by the subsidiaries of Caesars, which could make it more difficult for the applicable subsidiaries to make their payment obligations to us under the [added: Caesars] Lease Agreements and ultimately could adversely affect Caesars’ and/or CRC’s ability to satisfy their respective obligations to us under the related guarantees.

[removed: Caesars’ substantial] [added: Caesars’] indebtedness and the fact that a significant portion of its cash flow is used to make interest payments could adversely affect its ability to satisfy its obligations under the [added: Caesars] Lease [removed: Agreements.][added: Agreements.]

As disclosed in its [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017,] [added: September 30, 2018,] Caesars’ consolidated estimated debt service (including principal and interest) for [removed: 2018] [added: 2019] will be [removed: $504] [added: approximately $654.0] million and [removed: $11.8] [added: $23.6] billion thereafter to maturity.

[removed: We] [added: We] are dependent on the gaming industry and may be susceptible to the risks associated with it, which could materially and adversely affect our business, financial condition, liquidity, results of operations and [removed: prospects.][added: prospects.]

As we are subject to risks inherent in substantial investments in a single industry, a decrease in the gaming business would likely have a greater adverse effect on us than if we owned a more diversified real estate portfolio, particularly [added: because a component of the rent under the Lease Agreements will be based, over time, on the performance of the gaming facilities operated by our tenants on our properties and such effect could be material and adverse to our business, financial condition, liquidity, results of operations and prospects.]

[removed: Recently, there has been additional significant competition in the gaming industry as a result of the] upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a [removed: market] [added: market, internet gaming] or legislative changes.

[removed: We] [added: We] face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to [removed: redemption.][added: redemption.]

Entities seeking to acquire control of us or one of our subsidiaries (and certain of our affiliates) must satisfy gaming authorities with respect to a variety of stringent standards prior to [removed: assuming control.]

[removed: Required] [added: Required] regulatory approvals can delay or prohibit transfers of our gaming properties, which could result in periods in which we are unable to receive rent for such properties and have a material adverse effect on our business, financial condition, liquidity, results of operations and [removed: prospects.][added: prospects.]

If the Lease Agreements, or any future lease [removed: agreements] [added: agreement] we [removed: will] enter into, are terminated (which could be required by a regulatory agency) or expire, any new tenant must be licensed and receive other regulatory approvals to operate our properties as gaming facilities.

[removed: Tenants] [added: Tenants] may choose not to renew the Lease [removed: Agreements.][added: Agreements.]

This risk would be exacerbated if Caesars [added: (or Penn National, as the case may be)] determined not to [removed: renew,] [added: renew] or was prohibited from renewing due to the remaining useful life of the leased property, all Lease Agreements at any one time.

[removed: Net] [added: Net] leases may not result in fair market lease rates over time, which could negatively impact our results of operations and cash flows and reduce the amount of funds available to make distributions to [removed: stockholders.][added: stockholders.]

[removed: The] [added: The] Lease Agreements may restrict our ability to sell the [removed: properties.][added: properties.]

Our ability to sell or dispose of our properties may be hindered by the fact that such properties are subject to the Lease Agreements, as the terms of the Lease Agreements require that a purchaser assume the Lease Agreements [removed: or] [added: or, in certain cases,] enter into a severance lease with the tenants for the sold property on substantially the same terms as contained in the applicable Lease Agreement, which may make our properties less attractive to a potential buyer than alternative properties that may be for sale.

[removed: Properties] [added: Properties] within our portfolio are, and properties that we may acquire in the future are likely to be, operated and promoted under certain trademarks and brand names that we do not [removed: own.][added: own.]

We depend on our tenants to operate the properties that we own in a manner that generates revenues sufficient to allow the tenants to meet their obligations to us.

Substantially all of our revenue is from our leases with subsidiaries of Caesars and Penn National.

Recently, there has been additional significant competition in the gaming industry as a result of the

assuming control.

A transition of

We have a substantial amount of indebtedness and expect to incur additional indebtedness in connection with the closing of the pending Greektown acquisition and may incur additional indebtedness in the future.

Our substantial indebtedness exposes us to the risk of default under our debt obligations, limits our operating flexibility, increases the risks associated with a downturn in our business or in the businesses of our tenants, and requires us to use a substantial portion of our cash to service our debt obligations.

As of December 31, 2018, we had approximately $4.1 billion in long-term indebtedness, consisting of:

| • | $2.1 billion of total indebtedness outstanding under our Term Loan B Facility; |

| • | $498.5 million of outstanding Second Lien Notes; and |

| • | $1.55 billion of CPLV CMBS Debt. |

In addition, we expect to incur additional indebtedness in connection with the closing of the pending Greektown acquisition and to pay related fees and expenses, and we may incur additional indebtedness in the future to finance additional acquisitions or otherwise.

As of December 31, 2018, we also have $400.0 million of available capacity to borrow under our Revolving Credit Facility.

| • | the ability of the Operating Partnership to distribute cash to us may be limited or prohibited, which would materially and adversely affect our ability to make distributions on our common stock; |

We have engaged and may engage in hedging transactions that may limit gains or result in losses.

We use derivatives to hedge certain of our liabilities and we currently have interest rate swap agreements in place.

As of December 31, 2018, we had in place four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion.

Subsequent to year end, on January 3, 2019, we entered into two additional interest rate swap transactions having an aggregate notional amount of $500.0 million (bringing the aggregate notional amount of debt subject to an interest rate swap to $2.0 billion).

The interest rate swap transactions are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility.

The counterparties of these arrangements are major financial institutions; however, we are exposed to credit risk in the event of non-performance by the counterparties.

This has certain risks, including losses on a hedge position, which may reduce the return on our investments.

Such losses may exceed the amount invested in such instruments.

In addition, counterparties to a hedging arrangement could default on their obligations.

We may have to pay certain costs, such as transaction fees or breakage costs, related to hedging transactions.

If Caesars exercises the right to sell to (and lease from) us the Caesars Forum Convention Center and

We are subject to the credit risk of our tenants.

We cannot assure you that our tenants will not default on their leases and fail to make rental payments to us.

In particular, disruptions in the financial and credit markets, local economic conditions and other factors affecting the gaming industry may affect our tenants’ ability to obtain financing to operate their businesses or continue to profitability execute their business plans.

This, in turn, may cause our tenants to be unable to meet their financial obligations, including making rental payments to us, which may result in their bankruptcy or insolvency.

We have a substantial amount of indebtedness outstanding, which may affect our ability

We may fail to consummate the pending acquisition of Greektown or may not consummate such acquisition on the terms agreed to.

We could be required, under certain circumstances, to pay significant termination fees or liquidated damages to the seller in the pending acquisition.

The consummation of our pending acquisition of Greektown is subject to certain customary regulatory and other closing conditions, which make the completion and timing of the closing uncertain and, accordingly, there can be no assurance that such conditions will be satisfied on the anticipated schedule, or at all.

If we fail to consummate the pending acquisition, we will not have acquired the revenue generating asset that will be required to produce the earnings and cash flow we anticipated.

As a result, failure to consummate the acquisition would reduce our anticipated rental revenue and adversely affect our earnings per share and our ability to make distributions to stockholders, and the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the pending acquisition will be completed.

Furthermore, our ability to raise the amount of long-term debt financing necessary to fund the pending acquisition is subject to market and economic conditions.

The transaction documents for the pending acquisition provide that, in specified circumstances, we could be required to pay significant termination fees or liquidated damages to the seller.

If such a termination fee or liquidated damages is payable under any such circumstance described above, the payment could have a material adverse effect on us.

affected, including the ability of our tenants to continue to meet their obligations to us.

The Margaritaville Lease Agreement allows the tenant to terminate the Margaritaville Lease Agreement during the final year of the lease term if 50% or more of the square feet of the improvements are destroyed by a casualty event such that the improvements are rendered substantially untenantable.

The risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us.

Subsidiaries of Caesars are the lessees of all of our properties pursuant to the Lease Agreements and Caesars or CRC guarantees the obligations of the applicable tenants under the Lease Agreements.

The Lease Agreements account for a significant majority of all of our revenues.

For these reasons, if any tenant and/or the applicable guarantor were to experience a material adverse effect on its business, financial condition, liquidity, results of operations or prospects, we would also be materially and adversely affected.

as acts of terrorism, natural disasters, including major fires, floods and earthquakes, and severe or inclement weather, should such developments occur in or nearby Las Vegas.

On October 16, 2017, two wholly-owned subsidiaries of Caesars issued $1.7 billion aggregate principal amount of 5.25% senior notes due 2025; on or about December 22, 2017, the proceeds of the senior notes were released from escrow, and CRC assumed the obligations of one of the original issuer entities pursuant to a supplement to the original indenture governing the senior notes.

On December 22, 2017, CRC entered into new $5.7 billion senior secured credit facilities, comprised of a $1 billion revolving credit facility maturing in 2022 and a $4.7 billion first lien term loan facility maturing in 2024, which amortizes at 0.25% per quarter.

because a component of the rent under the Lease Agreements will be based, over time, on the performance of the gaming facilities operated by Caesars on our properties and such effect could be material and adverse to our business, financial condition, liquidity, results of operations and prospects.

As of December 31, 2017, we had approximately $4.817 billion of outstanding indebtedness under our Term B Loan Facility, Revolving Credit Facility, CPLV CMBS Debt, and Second Lien Notes requiring us to make annual debt service payments of approximately $249.3 million in 2018.

Because of the limitations on the amount of cash available to us after satisfying our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid or otherwise minimize current entity- level U.S. Federal income taxes, our ability to pursue our business and growth strategies will be limited.

If we are not able to refinance our indebtedness as it becomes due,

Our Revolving Credit Facility and Term Loan B Facility are subject to variable interest rates.

For these and other reasons, the bankruptcy of one or more tenants, Caesars or CRC would have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

In addition,

If we cannot attract, retain and motivate employees, we may be unable to compete effectively and lose the ability to improve and expand our businesses.

Our success and ability to grow depend, in part, on our ability to hire, retain and motivate sufficient numbers of talented people with the increasingly diverse skills needed to serve clients and expand our business.

We face intense competition for highly qualified, specialized technical, managerial, and consulting personnel.

Recruiting, training, retention and benefit costs place significant demands on our resources.

Additionally, CEOC’s bankruptcy proceedings and our recent formation may make recruiting executives to our business more difficult.

The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us.

We may become involved in legal proceedings that, if adversely adjudicated or settled, could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

The nature of our business subjects us to the risk of lawsuits related to matters incidental to our business filed by our tenants, customers, employees, competitors, business partners and others.

As with all legal proceedings, no assurance can be provided as to the outcome of these matters and, in general, legal proceedings can be expensive and time consuming.

We may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could have a material adverse effect on us.

indemnify us.

Risk Factors Relating to the Formation Transactions

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as a stand-alone company primarily focused on owning a portfolio of gaming properties.

We have limited historical operations as an independent company.

As a stand-alone entity, we are subject to, and responsible for, regulatory compliance, including periodic public filings with the SEC, compliance with the listing requirements of the New York Stock Exchange (the “NYSE”), and with applicable state gaming rules and regulations, as well as compliance with generally applicable tax and accounting rules.

Because our business did not operate as a stand-alone company until the Formation Date, we cannot ensure that we will be able to successfully implement the infrastructure or retain the personnel necessary to operate as a stand-alone company or that we will not incur costs in excess of anticipated costs to establish such infrastructure and retain such personnel.

The historical financial information included in this Annual Report on Form 10-K may not be a reliable indicator of future results.

We are a newly organized company with limited operating history and did not operate as a REIT or otherwise as a stand-alone business prior to the Formation Date.

Therefore, our growth prospects must be considered in light of the risks, expenses and difficulties frequently encountered when any new business is formed.

We cannot assure you that we will be able to successfully operate our business profitably or implement our operating policies and business and growth strategies as described in this Annual Report on Form 10-K.

The Financial Statements and other financial information included herein may not reflect what our business, financial condition, cash flows or results of operations will be in the future now that we are a separate public company.

The properties acquired by our Operating Partnership from subsidiaries of Caesars were historically operated by subsidiaries of Caesars as part of its larger corporate organization and not as a stand-alone business or independent company.

Significant changes have occurred in our cost structure, financing and business operations as a result of our operation as a stand-alone company and the entry into transactions with Caesars that have not existed historically, including the Lease Agreements and the related guarantees.

For additional information about the basis of presentation of the financial information included in this Annual Report on Form 10-K, see “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the historical combined Financial Statements of Caesars Entertainment Outdoor, our TRS prior to the Formation Date, included elsewhere in this Annual Report on Form 10-K.

Our actual financial results may vary significantly from the financial projections filed with the Bankruptcy Court.

In connection with the Plan of Reorganization, the Debtors were required to file projected financial information with the Bankruptcy Court to demonstrate the feasibility of the Plan of Reorganization and the ability of the Debtors to continue operations upon emergence from bankruptcy.

[removed: You] [added: *You] should read the following discussion and analysis of our financial condition and results of operations in conjunction with the audited consolidated Financial Statements and notes thereto of VICI Properties Inc., the combined Financial Statements and notes thereto of Caesars Entertainment Outdoor and other financial information included elsewhere in this Annual Report on Form 10-K.

See “Cautionary Note Regarding Forward-Looking Statements.” You should also review the “Risk Factors” section [added: in Item 1A] of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking [removed: statements.][added: statements*.]

[removed: VICI is] [added: We are] a Maryland corporation that was created to hold certain real estate assets owned by Caesars Entertainment Operating Company (“CEOC”), upon CEOC’s emergence from bankruptcy.

Pursuant to CEOC’s Plan of Reorganization, on October 6, 2017 (the “Formation Date”), the historical business of CEOC was separated by means of a spin-off transaction whereby the real property assets (“Formation Properties”) of CEOC and certain of its subsidiaries, including four golf course businesses, were transferred through a series of transactions to [removed: VICI.][added: us.]

Following the Formation Date, [removed: VICI is] [added: we are] a stand-alone entity that was initially owned by certain former creditors of CEOC.

[removed: VICI is] [added: We are] primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations.

[removed: VICI conducts its] [added: We conduct our] real property business through an operating partnership and [removed: its] [added: our] golf course business through a taxable REIT subsidiary (“TRS”), VICI Golf LLC.

The financial information included in this Annual Report on Form 10-K are [removed: the] [added: our] consolidated results [removed: of VICI] (including the real property business and the golf course business) [added: for the year ended December 31, 2018 and the period] from October 6, 2017 [removed: through] [added: (Formation Date) to] December 31, 2017.

Other financial information [removed: included in Part IV, Item 15] [added: included, beginning on page F-37] of this Annual Report on Form [removed: 10-K] [added: 10-K,] are the historical combined Financial Statements of Caesars Entertainment Outdoor, the golf course business owned by CEOC until Formation Date.

The financial information included for Caesars Entertainment Outdoor includes the period [added: from] January 1, 2017 [removed: through] [added: to] October 5, 2017.

[removed: $2.6 Billion Senior Secured] [added: |] VICI PropCo [added: Senior Secured] Credit [removed: Facility and Debt Refinancing][added: Facilities | | | | | | | | | | | | | | | | | | | | | | | | |]

On December 22, 2017, [removed: we entered into a new $2.6 billion senior secured] VICI PropCo [removed: Credit Facility, comprised of] [added: entered into] a [removed: $2.2 billion senior secured term loan facility] [added: credit agreement] (the [removed: “Term B] [added: “Credit Agreement”) governing the Term] Loan [removed: Facility”)] [added: B Facility] and [removed: a $400.0 million senior secured revolving credit facility (the “Revolving] [added: the Revolving] Credit [removed: Facility”).][added: Facility.]

[removed: KEY] [added: KEY] TRENDS THAT MAY AFFECT OUR [removed: BUSINESS][added: BUSINESS]

Subsidiaries of Caesars [added: and Penn National] are the lessees of all of our properties pursuant to the Lease Agreements, and [removed: Caesars or] [added: Caesars,] CRC [added: or Penn National] guarantees the obligations of the tenants under the Lease Agreements.

Additionally, we expect to [removed: experience] [added: realize] organic growth in rental revenue through annual rent escalators in our Lease Agreements.

Accordingly, we are dependent on Caesars, [added: Penn National,] the gaming industry and the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on Caesars’ [added: or Penn Nationals’] business, financial condition, liquidity, results of operations or prospects would have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

See [added: Item 1A] “Risk Factors—Risks Related to Our Business and Operations.”

Additionally, we expect to grow our portfolio through acquisitions by pursuing opportunities to execute sale leaseback transactions with Caesars, pursuant to: (i) the Call Right Agreements, relating to three properties; (ii) rights of first refusal relating to certain domestic gaming facilities proposed to be acquired or developed by Caesars located outside the Gaming Enterprise District of Clark County, Nevada and the properties that Caesars [removed: recently agreed to acquire] [added: acquired] from Centaur Holdings, [removed: LLC;] [added: LLC in Indiana;] and (iii) the [removed: Put-Call] [added: Put/Call] Agreement, which includes rights relating to the [removed: Eastside] [added: Caesars Forum] Convention Center [removed: Property] in Las Vegas.

[removed: Additionally, we will] [added: We] actively seek to grow our portfolio through acquisitions of experiential real estate in [added: geographically diverse] dynamic markets spanning hospitality, entertainment, leisure and gaming properties.

Finally, we believe the approximately 34 acres (after giving effect to the sale of approximately 18.4 acres to Caesars in December 2017) of undeveloped [added: or underdeveloped] land [added: on and] adjacent to the Las Vegas Strip that we own will provide attractive opportunities for potential future expansion and development.

In pursuing external growth initiatives, we will generally seek to acquire properties that can generate stable rental revenue through [removed: long-term, triple-net] [added: long-term] leases with tenants with [added: established operating histories, and we will consider various factors when evaluating acquisitions, including the ability to continue to diversify our tenant base and increasing our geographic diversification.]

[removed: We can provide no assurance] that we will exercise any of our contractual rights to purchase one or more properties from Caesars or otherwise be successful in acquiring any properties.

Accordingly, the purchase price and rent for any property we may acquire under a Call Right Agreement and lease to Caesars will depend upon the property’s [added: trailing 12-month] EBITDAR at the time of exercise.

We anticipate that we would seek to finance these acquisitions with a [removed: majority] [added: combination] of [added: debt and] equity, although no assurance can be given that we would be able to issue equity in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due market conditions or otherwise.

[removed: DISCUSSION] [added: DISCUSSION] OF OPERATING [removed: RESULTS][added: RESULTS]

[removed: Revenue][added: Revenue]

For the [added: year ended December 31, 2018 and the] period from October 6, [removed: 2017, the date of our formation,] [added: 2017] to December 31, [removed: 2017] [added: 2017,] our revenue was [removed: $187.5] [added: $898.0] million and [added: $187.6 million, respectively, and] was comprised [removed: of $181.2 million from our real property business and $6.4 million from our golf course business.][added: as follows:]

[removed: Real] [added: Real] Property Business [removed: Revenue][added: Revenue]

[removed: Golf] [added: Golf] Course Business [removed: Revenue][added: Revenue]

[removed: For] [added: Revenues for] the period from January 1, 2017 to October 5, [removed: 2017, Golf Course related revenue was $14.1 million and were] [added: 2017] comprised of golf revenues of $11.4 million, food and beverage revenues of $1.3 million and retail and other revenues of $1.4 million.

[removed: Golf Course related revenue was] [added: Golf-related expenses totaled] $18.8 million and [removed: $18.1 million] for the [removed: years] [added: year] ended December 31, [removed: 2016 and 2015, respectively.][added: 2016.]

[removed: Operating Expenses][added: | Operating expenses | | | | | | | | | | | |]

[removed: General] [added: General] and Administrative [removed: Expenses][added: Expenses]

[removed: Transaction] [added: Transaction] and Acquisition [removed: Costs][added: Costs]

[removed: Loss] [added: Loss] on Extinguishment of [removed: Debt][added: Debt]

[removed: We] [added: During the period from October 6, 2017 to December 31, 2017 we] recognized a loss on extinguishment of debt of $38.5 million [removed: during the period from October 6, 2017 to December 31, 2017,] resulting from the [removed: buy down] [added: repurchase] of $400.0 million aggregate principal amount of [removed: Prior CPLV Mezzanine Debt.][added: prior mezzanine debt of Caesars Palace Las Vegas.]

[removed: Property Taxes][added: Property Taxes]

Property taxes paid or reimbursed by our tenants [removed: were $19.6] [added: increased $62.3] million [removed: for] [added: during] the [added: year ended December 31, 2018 compared to the] period from October 6, 2017 to December 31, 2017.

[removed: Golf-related Expenses][added: Golf Course Business Expenses]

In addition, [added: $3.7 million and] $0.8 million of depreciation expense was incurred by the golf business during the [added: year ended December 31, 2018 and the] period from October 6, 2017 to December 31, 2017.

OVERVIEW

We lease our properties to subsidiaries of Caesars and Penn National.

Summary of Significant 2018 Activities

| • | On February 5, 2018, we completed an initial public offering of 69,575,000 shares of common stock at an offering price of $20.00 per share for an aggregate offering value of $1.4 billion, resulting in net proceeds of $1.3 billion after commissions and expenses. |

| • | On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion. The interest rate swap transactions are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297%. |

| • | On June 18, 2018, we entered into definitive agreements to (i) acquire the land and real estate assets of the Margaritaville Resort Casino, located in Bossier City, Louisiana for $261.1 million and (ii) concurrently with the closing of the transaction, entered into a triple-net lease on the property with a subsidiary of Penn National. The lease has an initial annual rent of $23.2 million and an initial term of 15 years, with four five-year renewal options. The tenant’s obligations under the lease will be guaranteed by Penn National and certain of its subsidiaries. We completed the transaction on January 2, 2019. |

| • | On July 11, 2018, we completed the transaction with Caesars to acquire, and lease back, all of the land and real estate assets associated with the Octavius Tower at Caesars Palace (“Octavius Tower”) for a purchase price of $507.5 million in cash. Octavius Tower provides for annual rent of $35.0 million payable in equal consecutive monthly installments. |

| • | On September 17, 2018 we announced an increase in our targeted annualized dividend to $1.15 per share of common stock, which represents a 9.5% increase from our previous annualized dividend rate of $1.05 per share. |

| • | On November 13, 2018, we entered into definitive agreements to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with the Greektown, located in Detroit, Michigan, for $700.0 million in cash, and an affiliate of Penn National Gaming, Inc. has agreed to acquire the operating assets of Greektown for $300.0 million in cash. Simultaneous with the closing of the acquisition, the Company will enter into a triple-net lease agreement for Greektown with a subsidiary of Penn National. The lease will have an initial total annual rent of $55.6 million and an initial term of 15 years, with four five-year tenant renewal options. The tenant’s obligations under the lease will be guaranteed by Penn National and certain of its subsidiaries. The transaction is expected to close in mid-2019 and is subject to regulatory approvals and customary closing conditions. We can provide no assurances that the acquisition of Greektown will be consummated on the terms or timeframe described herein, or at all. |

| • | On November 19, 2018, we completed a primary follow-on offering of 34,500,000 shares of common stock (including 4,500,000 shares of common stock sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of common stock) at an offering price of $21.00 per share for an aggregate offering value of $724.5 million, resulting in net proceeds of $694.2 million. We intend to contribute the net proceeds from the offering to pay a portion of the aggregate $700.0 million purchase price for the recently announced acquisition of the land and real estate assets of Greektown related fees and expenses. |

| • | On December 19, 2018, we entered into an equity distribution agreement, or ATM Agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $750.0 million of our common stock pursuant to “at the market” offerings. |

| | |

| --- | --- |

| • | On December 26, 2018 we completed the previously announced transaction with Caesars to acquire all of the land and real estate assets associated with Harrah’s Philadelphia Casino and Racetrack (“Harrah’s Philadelphia”) from Caesars for $241.5 million, which purchase price was reduced by $159.0 million to reflect the aggregate net present value of the contemplated modifications to the Caesars Lease Agreements, resulting in cash consideration of approximately $82.5 million. In connection with the closing, the Non-CPLV Lease Agreement was amended to, among other things, include Harrah’s Philadelphia. The amendment to the Non-CPLV Lease Agreement provided for an additional $21.0 million in annual rent for Harrah’s Philadelphia, which is subject to the amended provisions of the lease. |

| | |

| --- | --- |

| • | On December 26, 2018, simultaneous with the completion of the acquisition of Harrah’s Philadelphia, we modified certain of the terms in the Caesars Lease Agreements. Such modifications, which are summarized in Item 1 of this 10-K, provide for better alignment of our strategic interests with that of our tenant, Caesars. |

We can provide no assurance

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| (In thousands) | 2018 | | | | 2017* | | | | Variance | | |

| Revenues | | | | | | | | | | | |

| Income from direct financing leases | $ | 741,564 | | | $ | 150,171 | | | $ | 591,393 | |

| Income from operating leases | 47,972 | | | | 11,529 | | | | 36,443 | | |

| Tenant reimbursement of property taxes | 81,240 | | | | 19,558 | | | | 61,682 | | |

| Golf operations | 27,201 | | | | 6,351 | | | | 20,850 | | |

| Revenues | 897,977 | | | | 187,609 | | | | 710,368 | | |

| | | | | | | | | | | | |

| General and administrative | 24,429 | | | | 9,939 | | | | 14,490 | | |

| Depreciation | 3,686 | | | | 751 | | | | 2,935 | | |

| Property taxes | 81,810 | | | | 19,558 | | | | 62,252 | | |

| Golf operations | 17,371 | | | | 4,126 | | | | 13,245 | | |

| Loss on impairment | 12,334 | | | | — | | | | 12,334 | | |

| Acquisition and transaction expenses | 393 | | | | 9,039 | | | | (8,646 | | ) |

| Total operating expenses | 140,023 | | | | 43,413 | | | | 96,610 | | |

| Operating income | 757,954 | | | | 144,196 | | | | 613,758 | | |

| | | | | | | | | | | | |

| Interest expense | (212,663 | | ) | | (63,354 | | ) | | (149,309 | | ) |

| Interest income | 11,307 | | | | 282 | | | | 11,025 | | |

BACKGROUND AND FORMATION

VICI leases the Formation Properties and Harrah’s Las Vegas, which was acquired on December 22, 2017, to subsidiaries of Caesars.

We intend to elect on our U.S. federal income tax return for our taxable year ended December 31, 2017 to be treated as a REIT and we have elected for VICI Golf LLC to be treated as a “taxable REIT subsidiary.”

SUMMARY OF 2017 EVENTS

Formation

In connection with our formation, on October 6, 2017, we issued 177,160,494 shares of common stock and 12,000,000 shares of Series A preferred stock with an aggregate liquidation preference of $300.0 million ($25 per share) to CEOC and certain of its subsidiaries in exchange for the Formation Properties, Caesars Entertainment Outdoor and approximately $56 million of cash and other assets, which shares were transferred by CEOC to its creditors as part of the Plan of Reorganization.

These assets had an aggregate fair value of approximately $8.4 billion.

On October 6, 2017, in connection with our formation, we entered into the Formation Lease Agreements, pursuant to which we lease the Formation Properties to Caesars.

Additionally, on October 6, 2017, we entered into the Golf Course Use Agreement.

In addition, on October 6, 2017, the Company entered into $4,917.0 million aggregate principal amount of debt consisting of senior secured credit facilities of $1,638.4 million (“Prior Term Loan”), first lien notes of $311.7 million (“Prior First Lien Notes”), second lien notes of $766.9 million (“Second Lien Notes”), $1,550.0 million in asset-level real estate mortgage financing of CPLV (“CPLV CMBS Debt”) and $650.0 million in CPLV mezzanine debt.

Mandatory Conversions

On November 6, 2017, all of the Series A preferred stock automatically converted into 51,433,692 shares of the Company’s common stock (the “Mandatory Preferred Conversion”).

No additional consideration was payable in connection with the Mandatory Preferred Conversion.

On November 6, 2017, the junior tranche of CPLV mezzanine debt of $250.0 million issued to institutional accredited investors at formation, automatically converted into an aggregate of 17,630,700 shares of our common stock.

Acquisition of Harrah’s Las Vegas and Sale of Eastside Property

Purchase of Harrah’s Las Vegas Real Estate

On December 22, 2017, we acquired all of the land and real property improvements associated with Harrah’s Las Vegas Hotel & Casino (“HLV”) from a subsidiary of Caesars, for a purchase price of approximately $1,136.2 million.

On the closing date, we entered into the HLV Lease Agreement with a subsidiary of Caesars, as tenant, pursuant to which we lease back HLV to Caesars, and Caesars Resorts Collection (“CRC”) guarantees the tenant’s payment obligations under the lease.

Sale of Eastside Property

On December 22, 2017, we sold approximately 18.4 acres of certain parcels located in Las Vegas, Nevada, east of HLV, to a subsidiary of Caesars, for a sales price of approximately $73.6 million.

At the closing, we entered into a Put-Call Agreement with certain subsidiaries of Caesars, which provides Caesars and us with certain rights and obligations in connection with (i) the sale by subsidiaries of Caesars to us and simultaneous leaseback by us to subsidiaries of Caesars of the Eastside Convention Center Property; and (ii) in the event the transactions described in item (i) are triggered by Caesars and such transactions do not close for reasons other than a default by Caesars or failure to obtain any required regulatory approvals (among other things), and Caesars so elects, the sale by us to Caesars of HLV, all on and subject to the terms and conditions set forth in the Put-Call Agreement.

After the closing, subsidiaries of Caesars are the owners of certain parcels of real property located adjacent to HLV (including the Eastside Property) (collectively, the “Designated Property”), all or a portion of which Designated Property may in the future be improved by a convention center (in such case, the “Eastside Convention Center”).

Due to the Put-Call Agreement on the land parcels, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes.

As a result, we reclassified $73.6 million from Real estate investments accounted for using the operating method to Land.

Additionally, the Company recorded a $73.6 million Deferred financing liability in its Balance Sheet.

Amended and Restated Right of First Refusal Agreement

On December 22, 2017, VICI and Caesars entered into an Amended and Restated Right of First Refusal Agreement pursuant to which we also have a right of first refusal on any sale-leaseback by Caesars of the gaming facilities of Centaur Holdings, LLC, which are proposed to be acquired by Caesars, and certain income-producing improvements if built by Caesars in lieu of a large-scale convention center on the Eastside Property, subject to certain exclusions.

The proceeds of the Term B Loan Facility, together with $300.0 million of borrowings under the Revolving Credit Facility, provided a portion of the proceeds used to purchase the Harrah’s Las Vegas property, to repay in full the Prior Term Loans, to repurchase in full the then outstanding Prior CPLV Mezzanine Debt and to discharge in full our obligations under the Prior First Lien Notes.

Private Equity Placement

On December 22, 2017, we sold, contemporaneously with the consummation of the acquisition of the Harrah’s Las Vegas property, 54,054,052 shares of our common stock at a price of $18.50 per share in a private placement transaction, for net proceeds of approximately $963.8 million.

The net proceeds from the transaction were used to partially fund the purchase price for the Harrah’s Las Vegas property and for working capital and general corporate purposes.

established operating histories, and we will consider various factors when evaluating acquisitions, including the ability to diversify our tenant base, by potentially leasing properties to parties unaffiliated with Caesars, and increasing our geographic diversification.

Real property business revenue of $181.2 million was generated from rent and reimbursements of property taxes, pursuant to the Formation Lease Agreements, which became effective on October 6, 2017, and the HLV Lease, which became effective on December 22, 2017, and was comprised of $150.1 million of earned income from direct financing leases, $11.5 million of rental income from operating leases and $19.6 million of property taxes paid by our tenants on the leased properties.

For the period from October 6, 2017 to December 31, 2017, cash received under our Lease Agreements was $213.7 million, including $60.4 million received for January 2018 rent.

For the period from October 6, 2017 to December 31, 2017, Golf Course related revenue was $6.4 million.

Revenue for the golf courses included $2.4 million earned pursuant to the Caesars membership fee; $0.7 million from the Caesars use fee; $0.3 million from Caesars minimum rounds fees; $2.1 million from other golf activities; $0.4 million from food and beverage; and $0.5 million from merchandise sales and other.

Revenues for the year ended December 2015 were comprised of golf revenues of $14.1 million, food and beverage revenues of $2.1 million and other revenues of $1.9 million.

For the period from October 6, 2017 to December 31, 2017, general and administrative expenses were $9.9 million, comprised primarily of $5.0 million of compensation costs; $3.4 million of legal and professional fees and $1.1 million of franchise and other taxes.

Golf-related expenses totaled $4.1 million for the period from October 6, 2017 to December 31, 2017 and were primarily comprised of property-related costs consisting of land rent, grounds maintenance, taxes, insurance and utilities directly related to the golf course of $1.7 million; compensation costs of $1.1 million; and food, beverage and retail-related cost of goods sold of $0.4 million.

Golf-related expenses totaled $18.8 million and $18.1 million for the years ended December 31, 2016 and 2015, respectively.

[removed: A] [added: As of December 31, 2018, a] one percent increase or decrease in the annual interest rate on our [added: unhedged] variable rate borrowings of [removed: $2,500.0] [added: $600.0] million would increase or decrease our annual cash interest expense by approximately [removed: $25.0] [added: $6.0] million.

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates.

In the normal course of business, we are exposed to the effect of interest rate changes.

We have entered into derivative agreements to mitigate exposure to unexpected changes in interest.

Market risk refers to the risk of loss from adverse changes in market interest rates.

We periodically use derivative financial instruments to seek to manage, or hedge, interest rate risks related to our borrowings.

We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors.

We intend to enter into derivative agreements only with counterparties that we believe have a strong credit rating to mitigate the risk of counterparty default or insolvency.

As of December 31, 2018, we had $4,148.5 million of debt outstanding of which $2,048.5 million was fixed rate debt and $1,500.0 million was hedged variable rate debt, the remaining $600.0 million of our indebtedness was unhedged.

Subsequent to December 31, 2018 we entered into two interest swap transactions which are effective January 22, 2019, for a notional amount of $500 million, effectively bringing our unhedged variable rate debt to $100.0 million.

Subsequent to January 22, 2019, a one percent increase or decrease

in the annual interest rate on our unhedged variable rate borrowings of $100.0 million would increase or decrease our annual cash interest expense by approximately $1.0 million.

| | |

We face market risk exposure in the form of interest rate risk.

This market risk arises from our debt obligations.

Our primary market risk exposure is interest rate risk with respect to our indebtedness.

At December 31, 2017, we had $4,816.9 million aggregate principal amount of outstanding indebtedness.

Approximately $2,500.0 million of our indebtedness has variable interest rates.

Our national, geographically diverse portfolio [added: currently] consists of [removed: 20 market-leading] [added: 22 market leading] properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas, two of the most iconic entertainment facilities on the Las Vegas Strip.

Across [removed: more than 36] [added: approximately 39] million square feet, our well-maintained properties are [added: currently] located [added: across urban, destination and drive-to markets] in [removed: nine] [added: ten] states, contain [removed: nearly 14,500] [added: approximately 14,800] hotel rooms and feature over 150 restaurants, bars and nightclubs.

Our portfolio also includes approximately 34 acres of undeveloped [added: or underdeveloped] land [added: on and] adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate.

Pursuant to the terms of the Lease Agreements, which require [removed: Caesars] [added: our tenants] to invest in our properties, and in line with [removed: its] [added: our tenants’] commitment to build guest loyalty, we anticipate [removed: Caesars] [added: our tenants] will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position.

[added: In addition,] given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions to augment growth.

We [removed: intend to elect and qualify] [added: have elected] to be taxed as a [removed: REIT] [added: real estate investment trust (“REIT”)] for U.S. Federal income tax purposes commencing with our taxable year ended December 31, 2017.

[removed: Our] [added: Our] Competitive [removed: Strengths][added: Strengths]

[removed: Leading] [added: Leading] portfolio of high-quality experiential gaming, hospitality, entertainment and leisure [removed: assets.][added: assets.]

Our portfolio features Caesars Palace Las Vegas and Harrah’s Las Vegas and market-leading [added: urban, destination and] regional properties with significant scale.

Our properties are well-maintained and leased to leading brands, such as Caesars, Horseshoe, [removed: Harrah’s] [added: Harrah’s, Bally’s] and [removed: Bally’s.][added: Margaritaville.]

Our portfolio also includes market-leading regional resorts [added: and destinations] that we believe are benefiting from significant invested capital over recent years.

The properties operate primarily under the Caesars, Harrah’s, [removed: Horseshoe and] [added: Horseshoe,] Bally’s [added: and Margaritaville] trademark and brand names, which, in many instances, have market-leading brand recognition.

[removed: Our] [added: Our] properties feature diversified sources of revenue on both a business and geographic [removed: basis.][added: basis.]

Our portfolio includes [removed: 20] [added: 22] geographically diverse casino resorts that serve numerous Metropolitan Statistical Areas (“MSAs”) nationally.

This also allows our tenants to derive [added: multiple] revenue [added: streams] from an economically diverse set of customers [removed: who work in a variety of industries.][added: and services to such customers.]

[added: We believe that this] geographic diversity and the diversity of revenue sources that our tenants derive from our leased properties improves the stability of rental revenue.

[removed: Our] [added: Our] long-term Lease Agreements provide a highly predictable base level of rent with embedded growth [removed: potential.][added: potential.]

Our properties are 100% occupied pursuant to our long-term triple-net Lease Agreements with subsidiaries of [removed: Caesars,] [added: Caesars and Penn National,] providing us with a predictable level of rental revenue to support future cash distributions to our stockholders.

Based on historical performance of the properties, we expect that the properties will generate sufficient revenues for Caesars’ [added: and Penn National’s] subsidiaries to pay to us all rent due under the Lease Agreements.

We believe our relationship with [removed: Caesars,] [added: Caesars and Penn National,] including our contractual agreements with [removed: it] [added: them] and [removed: its] [added: their] applicable subsidiaries, will continue to drive significant benefits and mutual alignment of strategic interests in the future.

[removed: Caesars] [added: Caesars] or CRC guarantees the payment obligations of our tenants under the [added: Caesars] Lease [removed: Agreements.][added: Agreements and Penn National guarantees the payment obligations of our tenant under the Margaritaville Lease Agreement.]

All of our existing properties are leased to subsidiaries of [removed: Caesars.][added: Caesars or Penn National.]

Caesars guarantees the payment obligations of our tenants under the Formation Lease [removed: Agreements and] [added: Agreements,] CRC, a subsidiary of Caesars, guarantees the payment obligations of our tenant under the HLV Lease [added: Agreement and Penn National guarantees the payment obligations of our tenant under the Margaritaville Lease] Agreement.

[removed: In addition] [added: With respect] to [removed: the properties leased from us,] Caesars [removed: operates numerous other casino resorts, collectively comprising a nationally-recognized portfolio of brands, including] [added: these include] Caesars, Harrah’s, Horseshoe and Bally’s, and [added: Caesars] operates its portfolio of properties (including the properties that are leased from us) using the [removed: Total] [added: Caesars] Rewards® customer loyalty program.

Core to Caesars’ cross market strategy, the [removed: Total] [added: Caesars] Rewards® program is designed to encourage Caesars’ customers to direct a larger share of their entertainment spending to Caesars.

[removed: Experienced] [added: Experienced] management team and independent board of directors with robust corporate [removed: governance][added: governance]

We have an experienced [added: and independent] management team that has been actively engaged in the leadership, acquisition and investment aspects of the hospitality, gaming, entertainment and real estate industries throughout their careers.

Our Chief Executive Officer, Edward Pitoniak, and President and Chief Operating Officer, John Payne, are industry veterans with an average of 30 years of experience in the [removed: REIT industry] [added: REIT, gaming] and experiential real estate [removed: companies,] [added: industries,] during which time they were able to drive controlled growth and diversification of significant real estate and gaming portfolios.

Mr. Pitoniak’s service as an independent board member of public companies provides him with a unique and meaningful management perspective and [removed: will enable] [added: enables] him to work [removed: as a trusted steward] with our independent board of directors as a trusted steward of our extensive portfolio.

Our independent board of directors, which is made of highly skilled and seasoned real estate, [removed: gaming] [added: gaming, hospitality, consumer products] and corporate professionals, was established to ensure that there was no overlap between our tenants and the companies with which our directors are affiliated.

[removed: Tenants][added: Our Tenants]

[removed: As of December 31, 2017, all] [added: All] of our properties with the exception of the [removed: TRS] golf courses [removed: were] [added: and Margaritaville Resort Casino are] leased to Caesars.

As of December 31, [removed: 2017,] [added: 2018,] Caesars operates [removed: 48] [added: 53] properties, consisting of [removed: 20] [added: 24] owned and operated properties, eight properties that it manages on behalf of third parties and [removed: 20] [added: 21] properties that it leases from us.

Caesars’ SEC filings are [removed: also] available to the public from the SEC’s web site at www.sec.gov.

[removed: Our] [added: Our] Relationship with [removed: Caesars][added: Caesars]

[removed: Overview] [added: Overview] of our Lease [removed: Agreements][added: Agreements]

We derive substantially all of our revenues from rental revenue from the leases of our properties to certain subsidiaries of Caesars [added: and Penn National] pursuant to the Lease Agreements, each of which are “triple-net” leases, pursuant to which the tenant bears responsibility for all property costs and expenses associated with ongoing maintenance and operation, including utilities, property [removed: taxes] [added: tax] and insurance.

[added: *(1)] With respect to the Joliet Lease Agreement, we are entitled to receive 80% of the rent thereunder pursuant to the operating agreement of our joint venture, Harrah’s Joliet Landco [removed: LLC.][added: LLC.*]

[removed: Caesars Guaranty][added: Caesars Guaranty]

Pursuant to the Management and Lease Support Agreements, Caesars guarantees the payment and performance of all monetary obligations of CEOC and/or its subsidiaries under the Formation Lease Agreements and of the “User” under the Golf Course Use Agreement, subject to the following terms: (i) Caesars will be liable for the full amounts of the monetary obligations owed [removed: by our tenants and/or its subsidiaries in respect of] [added: under] the Formation Lease Agreements and [removed: of] the [removed: “User” under the] Golf Course Use Agreement (not merely for any deficiency amount), unless and until irrevocably paid in full; (ii) Caesars will have no obligation to make a payment with respect to the leases unless an event of default is continuing under the applicable Formation Lease [removed: Agreement; (iii) if an event of default under a Formation Lease] Agreement [removed: occurs, Caesars will have no obligation to make a payment (other than payments in respect of such damages to which we are entitled due to a termination pursuant to the Formation Lease Agreements] and [removed: enforcement costs), unless] Caesars was given notice of the applicable default (or event or circumstance that is or would become a default) of our tenant and/or its subsidiaries under the [removed: CPLV Lease Agreement, the Non-CPLV Lease Agreement or Joliet] [added: applicable] Lease Agreement, [removed: as applicable,] and, with respect to monetary defaults, did not cure such default within the period set forth in the agreements; [removed: (iv)] [added: and (iii)] Caesars’ and the Managers’ obligations with respect to each Management and Lease Support Agreement [removed: (including, without limitation,] [added: (including] Caesars’ guaranty [removed: obligations with respect to a Formation Lease Agreement)] [added: obligations)] will terminate [removed: in the event] [added: if] the applicable Formation Lease Agreement is terminated by [removed: us expressly in writing (or with our express written consent),] [added: us,] except to the extent of any accrued and unpaid guaranty obligations through the date of such termination and [removed: such] damages to which we are entitled due to such [removed: termination pursuant to the Formation Lease Agreements; and (v) Caesars’ obligations with respect to each][added: termination.]

We believe we have a mutually beneficial relationship with Caesars and Penn National, both of which are leading owners and operators of gaming, entertainment and leisure properties.

Our long-term triple-net Lease Agreements with subsidiaries of Caesars and Penn National provide us with a highly predictable revenue stream with embedded growth potential.

We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth.

In addition to the properties leased from us, Caesars and Penn National operate numerous other casino resorts, collectively comprising a nationally recognized portfolio of brands.

With respect to Penn National its brands include, but are not limited to, Hollywood, Boomtown, Argosy and Margaritaville, and Penn National operates its portfolio of properties (including the property leased from us) using the mychoice® customer loyalty program.

Our Chief Financial Officer and General Counsel have an average of 20 years of experience in the REIT, real estate and hospitality industries and bring significant leadership and expertise to our team across capital markets, corporate finance, acquisitions and corporate governance.

The following chart and table summarize our current portfolio of properties, our pending acquisition, our properties subject to the call option agreement with Caesars and our properties subject to the right of first refusal agreement and put/call agreement with Caesars.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Current Portfolio - Casinos | | | | | | | | | | | |

| | Bally’s Atlantic City | | Atlantic City, NJ | | 127 | | 1,960 | | 1,210 | | Non-CPLV |

| | Harrah’s Philadelphia (1) | | Chester, PA | | 113 | | 2,560 | | N/A | | Non-CPLV |

| | Horseshoe Hammond | | Hammond, IN | | 108 | | 2,370 | | N/A | | Non-CPLV |

| | Margaritaville Resort Casino (3) | | Bossier City, LA | | 27 | | 1,267 | | 395 | | Margaritaville |

| | Tunica Roadhouse (4) | | Robinsonville, MS | | N/A | | N/A | | 140 | | Non-CPLV |

| | Total Casinos | | 22 | | 1,258 | | 26,317 | | 14,795 | | |

| | | | | | | | | | | | |

| Current Portfolio - Golf Courses | | | | | | | | | | | |

| | Total | | 26 | | 1,258 | | 26,317 | | 14,795 | | |

| | | | | | | | | | | | |

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| Pending Acquisition | | | | | | | | | | | |

| Detroit | | | | | | | | | | | |

| | Greektown Casino-Hotel | | Detroit, MI | | 100 | | 2,480 | | 400 | | N/A |

| | | | | | | | | | | | |

| Option Properties | | | | | | | | | | | |

| | Harrah’s Atlantic City | | Atlantic City, NJ | | 156 | | 2,270 | | 2,590 | | N/A |

| New Orleans | | | | | | | | | | | |

| | Harrah’s New Orleans | | New Orleans, LA | | 125 | | 1,620 | | 450 | | N/A |

| Nevada | | | | | | | | | | | |

| | Harrah’s Laughlin | | Laughlin, NV | | 55 | | 910 | | 1,500 | | N/A |

| | Total | | 3 | | 336 | | 4,800 | | 4,540 | | |

| | | | | | | | | | | | |

| | (1) Property has live horse racing. | | | | | | | | | | |

| | (3) We completed the previously announced acquisition of Margaritaville Resort Casino on January 2, 2019. | | | | | | | | | | |

| | (4) In January of 2019, Caesars combined the gaming operations of Tunica Roadhouse and Horseshoe Tunica. | | | | | | | | | | |

The golf courses are internally managed (through our taxable REIT subsidiary, VICI Golf) and the Margaritaville Resort Casino is leased to Penn National.

Overview of the Company

In December 2017, we acquired from an affiliate of Caesars and then leased back the real estate assets of Harrah’s Las Vegas for approximately $1.14 billion, and we simultaneously sold to Caesars approximately 18.4 acres of undeveloped land located behind the LINQ Hotel & Casino and Harrah’s Las Vegas for $73.6 million (the “Eastside Property”).

Simultaneous with this transaction, VICI PropCo entered into a new credit facility (the “VICI PropCo Credit Facility”), comprised of a $2.2 billion senior secured term loan B facility (the “Term Loan B Facility”) and a $400.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), and we used the proceeds from the Term Loan B Facility and drawings under the Revolving Credit Facility to refinance a portion of our outstanding long-term debt.

In addition,

Recent Developments

On February 5, 2018, the Company completed an initial public offering of 69,575,000 shares of common stock (which included 9,075,000 shares of common stock related to the overallotment option exercised by the underwriters in full) at an offering price of $20.00 per share for gross proceeds of $1,391.5 million, resulting in net proceeds of approximately $1,307.0 million after commissions and expenses.

The Company utilized a portion of the net proceeds from the stock offering to: (a) pay down $300.0 million of indebtedness outstanding under the Revolving Credit Facility; (b) redeem $268.4 million in aggregate principal amount of the Second Lien Notes at a redemption price of 108% plus accrued and unpaid interest to the date of the redemption; and (c) repay $100.0 million of the Term Loan B Facility.

We believe Las Vegas is one of the most attractive travel destinations in the United States, with a record 42.9 million visitors in 2016, according to the Las Vegas Convention and Visitors Authority.

Our Las Vegas properties continue to benefit from positive macroeconomic trends, including, according to Caesars’ publicly available information, record visitation levels in 2016 and strong convention attendance, hotel occupancy and average daily rates, among other key indicators.

Additionally, although the Lease Agreements are with subsidiaries of Caesars, Caesars generates revenue from a diverse set of services that it offers its customers.

We believe that this

In October 2017, we entered into the Formation Lease Agreements and in December 2017, we entered into the HLV Lease Agreement.

Caesars is generally not permitted to remove individual properties from the Non-CPLV Lease Agreement and has the right, following certain casualty events or condemnations, to terminate the respective Lease Agreement with respect to affected properties.

Caesars or CRC guarantee the lease payment obligations of the properties leased from us.

The historical audited and unaudited financial statements of Caesars (which are not included or incorporated by reference in this Annual Report on Form 10-K), as the parent and guarantor of CEOC, our significant lessee, have been filed with the Securities

and Exchange Commission (“SEC”).

Caesars files annual, quarterly and current reports and other information with the SEC.

Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

Although we currently lease all our gaming facilities to subsidiaries of Caesars, we anticipate diversifying our portfolio over time.

Our leases provide for an initial term of 15 years, followed by four 5-year renewal options exercisable by the tenants, provided that for certain facilities the aggregate lease term, including renewals, may be cut back to the extent it would otherwise exceed 80% of the remaining useful life of the applicable leased property, solely at the option of the tenants.

Caesars does not have any purchase option under the Lease Agreements, except with respect to the HLV Lease Agreement if we engage in certain transactions with entities deemed to be competitors, or the landlord under the lease otherwise becomes a competitor of Caesars.

Under the CPLV Lease Agreement entered into on October 6, 2017, rent is $165.0 million for the first seven years, subject to an annual escalator commencing in the second year of the lease term.

Beginning in the eighth year, a portion of the rent amount will be designated as variable rent and will be adjusted periodically, with the balance of the rent amount designated as base rent and continuing to be subject to the annual escalator.

At each renewal term, the base rent amount will be set at fair market value for the rent but will not be less than the amount of base rent due from the tenant in the immediately preceding year nor will the base rent increase by more than 10% compared to the immediately preceding year.

Under each of the Non-CPLV Lease Agreement and Joliet Lease Agreement entered into on October 6, 2017, rent is $433.3 million and $39.6 million, respectively, for the first seven years, subject to an annual escalator commencing in the sixth year of the lease term.

Beginning in the eighth year, a portion of each rent amount will be designated as variable rent and will be adjusted periodically, with the balance of the rent amount designated as base rent and continuing to be subject to the annual escalator.

At each renewal term, each base rent amount will be set at fair market value for the rent but will not be less than the amount of base rent due from the applicable tenant in the immediately preceding year nor will such base rent increase by more than 10% compared to the immediately preceding year.

Under the HLV Lease Agreement entered into on December 22, 2017, rent is $87.4 million for each of the first seven years of the lease term, subject to an annual escalator commencing in the second year of the lease term (subject to satisfaction of an EBITDAR to rent ratio commencing in the sixth year of the lease term).

Beginning in the eighth year, a portion of the rent amount will be designated as variable rent and will be adjusted periodically.

At each renewal term, the base rent amount will be set at fair market value for the rent but will not be less than the amount of base rent due from the tenant in the immediately preceding year nor will

the base rent increase by more than 10% compared to the immediately preceding year.

The payment obligations under the HLV Lease Agreement are guaranteed by CRC under the Guaranty of the Lease.

The Lease Agreements provide for portions of the rent to be designated as variable rent with periodic variable rent resets following the seventh year and tenth year of the leases and at the commencement of each renewal term based on the tenant’s net revenue from the facilities at such time.

In each calendar year, CEOC must satisfy both of the following requirements (A) under the Non-CPLV Lease Agreement and Joliet Lease Agreement, expend a minimum of $100.0 million in capital expenditures (which may include certain expenditures incurred by a certain CEOC affiliate or with respect to certain other CEOC assets), which amount may be decreased under certain circumstances, such as removal of property from a Formation Lease Agreement due to casualty or condemnation or disposition of a material property, by an amount in proportion to the EBITDAR of the property being removed or disposed of, and (B) for each of the properties covered by the Formation Lease Agreements, expend an amount equal to at least 1% of actual net revenue (from the prior year) generated by the properties, as applicable, on capital expenditures that constitute installation or restoration and repair or other improvements of items with respect to the leased properties.

In addition, every rolling period of three years, CEOC must satisfy both of the following requirements: (A) under the Non-CPLV Lease Agreement and Joliet Lease Agreement, expend a minimum of $495.0 million in capital expenditures (which may include certain expenditures incurred by a certain CEOC affiliate or with respect to certain other CEOC assets), and (B) expend a minimum of $350.0 million in capital expenditures excluding capital expenditures for any services entity, foreign subsidiaries and unrestricted subsidiaries of CEOC, gaming equipment, corporate shared services and properties not included in the Formation Lease Agreements.

These amounts, in each case, may be decreased under the same circumstances with respect to the annual requirement.

Further, with respect to the requirement to expend a minimum of $350.0 million in capital expenditures, such capital expenditures will be allocated as follows: (i) $84.0 million to the facilities covered by the CPLV Lease Agreement; (ii) $255.0 million to the facilities covered by the Non-CPLV Lease Agreement and the Joliet Lease Agreement; and (iii) the balance to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect.

The HLV Lease Agreement requires the tenant thereunder to spend (x) $171 million in capital expenditures for the period commencing January 1, 2017 and ending December 31, 2021, and, (y) commencing in 2022, annually, 1% of the actual net revenue generated during the immediately prior year from such property on capital expenditures that constitute installation, restoration, repair, maintenance or replacement of physical improvements or other physical items with respect to the leased property under the HLV Lease Agreement.

Except as provided above, Caesars’ guaranty obligations under the Management and Lease Support Agreements will not terminate for any reason.

We would be a party to such security agreement and all related instruments that provide for such rights.

[removed: In the ordinary course] [added: As] of [removed: business, from time to time, the Company may be] [added: December 31, 2018, we are not] subject to [removed: legal claims and administrative proceedings, none of which are currently outstanding, which the Company believes] [added: any litigation that we believe] could have, individually or in the aggregate, a material adverse effect on [removed: its] [added: our] business, financial condition or results of operations, liquidity or cash flows.

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings.

| | |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: (Mark One)] [added: (Mark One)] | |

| x | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2017][added: 2018]

| o | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the Transition Period From ________ to [removed: _________][added: _________]

[removed: Commission] [added: Commission] file number: [removed: 000-55791][added: 000-55791]

[removed: VICI] [added: VICI] PROPERTIES [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Maryland] [added: Maryland] | | [removed: 81-4177147] [added: 81-4177147] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] |

[removed: (Address] [added: (Address] of Principal Executive Offices) (Zip [removed: Code)][added: Code)]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: [removed: (702) 820-3800][added: (646) 949-4631]

[removed: SECURITIES] [added: SECURITIES] REGISTERED PURSUANT TO SECTION 12(b) OF THE [removed: ACT:][added: ACT:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] stock, $0.01 par [removed: value] [added: value] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: SECURITIES] [added: SECURITIES] REGISTERED PURSUANT TO SECTION 12(g) OF THE [removed: ACT:][added: ACT:]

[removed: None][added: None]

Yes [removed: o No] x [added: No o]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [removed: (§232.405] [added: (§ 232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large accelerated filer | [removed: o] [added: x] | Accelerated filer | o |

| Non-accelerated filer | [removed: x (Do not check if a smaller reporting company)] [added: o] | Smaller reporting company | o |

As of February [removed: 28, 2018,] [added: 11, 2019,] the registrant had [removed: 370,128,832] [added: 404,726,821] shares of common stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the [removed: registrant’s] [added: Company’s] definitive proxy statement [removed: for its 2018 annual meeting] [added: relating to the 2019 Annual Meeting] of [removed: stockholders] [added: Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates,] are incorporated by reference into Part [removed: III] [added: III, Items 10-14] of this Annual Report on Form [removed: 10-K.][added: 10-K as indicated herein.]

| | [removed: TABLE] [added: TABLE] OF [removed: CONTENTS] [added: CONTENTS] | [removed: Page] [added: Page] |

[removed: | [Part I](#sE92D6E692B367EEAD6DBAA8621B68265) | | |][added: PART I]

| | [Item 1 – [removed: Business](#s9B3446092C7B870B0819AA8621D7159F)] [added: Business](#s640CFD2A6E6454B1A8CD2F5053034F11)] | [removed: [1](#s9B3446092C7B870B0819AA8621D7159F)] [added: [1](#s640CFD2A6E6454B1A8CD2F5053034F11)] |

| | [Item 1A – Risk [removed: Factors](#s9AC793621790D7E19553AA862230316A)] [added: Factors](#sF85E0A0B799C5BA7B68D434ECC851519)] | [removed: [20](#s9AC793621790D7E19553AA862230316A)] [added: [20](#sF85E0A0B799C5BA7B68D434ECC851519)] |

| | [Item 1B – Unresolved Staff [removed: Comments](#sA29A95B807CC149BADEEAA8622339AE5)] [added: Comments](#s3C4467371CF95983B71007211B26CB96)] | [removed: [40](#sA29A95B807CC149BADEEAA8622339AE5)] [added: [40](#s3C4467371CF95983B71007211B26CB96)] |

| | [Item 2 – [removed: Properties](#sDEE1103F6A924C5C5622AA8622868316)] [added: Properties](#sEB49F01FEC205CB4933DA3298A63B89A)] | [removed: [40](#sDEE1103F6A924C5C5622AA8622868316)] [added: [40](#sEB49F01FEC205CB4933DA3298A63B89A)] |

| | [Item 3 – Legal [removed: Proceedings](#s35DAE726D7F70BD5AF75AA8622891EE7)] [added: Proceedings](#sC87D107F2ABF5810A460EA35550F203F)] | [removed: [40](#s35DAE726D7F70BD5AF75AA8622891EE7)] [added: [40](#sC87D107F2ABF5810A460EA35550F203F)] |

| | [Item 4 – Mine Safety [removed: Disclosures](#s003BA51CE43D28A87AB0AA8622D7E6D5)] [added: Disclosures](#s4414136984915807B587D009B1F2A1BC)] | [removed: [40](#s003BA51CE43D28A87AB0AA8622D7E6D5)] [added: [40](#s4414136984915807B587D009B1F2A1BC)] |

| | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s57DBB215264F5E09E472AA86230348AD)] [added: Securities](#sF5AD0BF592C15D6E9DE8860517486B1F)] | [removed: [41](#s57DBB215264F5E09E472AA86230348AD)] [added: [41](#sF5AD0BF592C15D6E9DE8860517486B1F)] |

| | [Item 6 – Selected Financial [removed: Data](#s1CCFD2D47268FA274784AA86232481AD)] [added: Data](#s4A526C658A415891B5FCBFA3515543F7)] | [removed: [44](#s1CCFD2D47268FA274784AA86232481AD)] [added: [43](#s4A526C658A415891B5FCBFA3515543F7)] |

| | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sB7E644E0AF492F6083B8AA8623805B24)] [added: Operations](#s21070727F9A95E2E9ED622D3876C6282)] | [removed: [45](#sB7E644E0AF492F6083B8AA8623805B24)] [added: [45](#s21070727F9A95E2E9ED622D3876C6282)] |

| | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#s68CB8EC3EC8BBE0211DFAA862427E5FC)] [added: Risk](#sD5F20D8AC3D05A318C10B115915FF199)] | [removed: [56](#s68CB8EC3EC8BBE0211DFAA862427E5FC)] [added: [57](#sD5F20D8AC3D05A318C10B115915FF199)] |

or

________________________________________________

________________________________________________

430 Park Avenue, 8th Floor New York, New York 10022

As of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $7.6 billion, based on the closing price of the common stock as reported on the NYSE on that date.

| [Part II](#s116BF58807ED5F75A13EEA0EFAD38849) | | |

| [Part IV](#s6EC48D41B49A554A949ECC8051F0E8B9) | | |

| [Signatures](#s2DE64689A9315121B4541F3A5780F7A0) | | [67](#s2DE64689A9315121B4541F3A5780F7A0) |

| [Index to Consolidated Financial Statements and Schedules](#s458c623d608846cd9722a019119a33b9) | | [F - 1](#s458c623d608846cd9722a019119a33b9) |

*“Caesars Entertainment Outdoor” refers to the historical operations of the golf courses that were transferred from CEOC to VICI Golf on the Formation Date.*

*“CPLV CMBS Debt” refers to $1.55 billion of asset-level real estate mortgage financing of Caesars Palace Las Vegas, incurred by a subsidiary of the Operating Partnership on October 6, 2017.*

*“CPLV Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas, as amended from time to time.*

*“Eastside Property” refers to 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas that we sold to Caesars in December, 2017.*

*“Formation Date” refers to October 6, 2017.*

*“Formation Lease Agreements” refers to the CPLV Lease Agreement, the Joliet Lease Agreement and the Non-CPLV Lease Agreement, collectively.*

*“Greektown” refers to the real estate assets associated with the Greektown Casino-Hotel, located in Detroit, Michigan.

On November 13, 2018, we entered into definitive agreements to acquire all of the land and real estate assets associated with Greektown,*

*“Joliet Lease Agreement” refers to the lease agreement for the facilities in Joliet, Illinois, as amended from time to time.*

*“Lease Agreements” refer collectively to the Caesars Lease Agreements and the Margaritaville Lease Agreement, unless the context otherwise requires.*

*“Margaritaville Lease Agreement” refers to the lease agreement for Margaritaville Resort Casino.*

*“Margaritaville Resort Casino” refers to the real estate of Margaritaville Resort Casino, located in Bossier City, Louisiana, which we purchased on January 2, 2019.*

*The “Operating Partnership” refers to VICI Properties L.P., a Delaware limited partnership and a wholly owned subsidiary of VICI.*

*“Penn National” refers to Penn National Gaming, Inc. and its subsidiaries.*

*“Revolving Credit Facility” refers to the five-year first lien revolving credit facility entered into by VICI PropCo in December 2017.*

*“Second Lien Notes” refers to $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023 issued by a subsidiary of the Operating Partnership in October 2017, of which approximately $498.5 million aggregate principal amount remains outstanding.*

*“Term Loan B Facility” refers to the seven-year senior secured first lien term loan B facility entered into by VICI PropCo in December 2017.*

*“VICI Golf” refers to VICI Golf LLC, a Delaware limited liability company that is the owner and operator of the Caesars Entertainment Outdoor business.*

*“VICI PropCo” or “PropCo” refers to VICI Properties 1 LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of VICI.*

| | |

10-K 1 viciform10-k2017.htm 10-K

or

________________________________________________

| | | |

8329 W.

Sunset Road, Suite 210 Las Vegas, Nevada 89113

As of June 30, 2017 (the last day of the registrant’s most recently completed second fiscal quarter), the registrant’s common stock was not listed on any exchange or over-the-counter market.

The registrant’s common stock was first publicly traded on the OTC Markets Group, Inc.’s “Grey Market” on October 18, 2017 and began trading on the New York Stock Exchange on February 1, 2018.

As of February 28, 2018, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $7.23 billion.

Such proxy statement, or an amendment to this Annual Report on Form 10-K, will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates.

| [Part II](#sA8FC63475F5EF85B4405AA8622DAD211) | | |

| | [VICI Properties Inc. Consolidated Financial Statements](#s1654963559EDB13D8530AA862451B7FE) | [57](#s3E2C6F602D683AC8C95BAA86242A64B9) |

| | [Caesars Entertainment Outdoor (Debtor-in-Possession) Combined Financial Statements](#seb8a6bacbe894963820b2d419533a21d) | [82](#sa04ffc9482a14ab78ee98d3f6a186cd1) |

| | [Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.](#s5fa6a102d74641bbadaa3d5f33dbfa04) | [96](#s53a601dbbd95420e8ebeacd5839cac9c) |

| [Part IV](#s0C441112C59364423E04AA862AFC8658) | | |

| [Signatures](#s0039f8d17a4e4abd9414c1bf82cebda2) | | [114](#s0039f8d17a4e4abd9414c1bf82cebda2) |

“VICI PropCo” refers to VICI Properties 1 LLC, a Delaware limited liability company, which through its subsidiaries owns the real estate assets transferred by CEOC to VICI on the Formation Date and “CPLV” refers to the Caesars Palace Las Vegas facility located on the Las Vegas Strip, which was owned by CEOC prior to the Formation Date and whose related real estate assets were transferred by CEOC to us on the Formation Date.

“HLV” refers to the real estate of Harrah’s Las Vegas Hotel & Casino facility located on the Las Vegas Strip which we purchased from a subsidiary of CRC on December 22, 2017.

“CPLV Lease Agreement” refers to

| | |

Our geographically diverse portfolio consists of [removed: 20] [added: 22] market-leading properties that are leased to [removed: Caesars,] [added: Caesars and Penn National,] including Caesars Palace Las Vegas and Harrah’s Las Vegas, two of the most iconic entertainment facilities on the Las Vegas Strip, approximately 34 acres of undeveloped [added: or underdeveloped] land [added: on and] adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

See Note 9 — Debt to our Consolidated Financial Statements [removed: included in Item 8] for additional information.

See Item 1 [added: “Business-Our Properties”] for further information pertaining to our properties.

| | |

[removed: PART II][added: PART II]

| | |

| --- | --- |

| | |

[removed: Market Information][added: Market Information]

On February 1, 2018, in connection with our initial registered public offering, our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “VICI.” [removed: Prior to this, our common stock was quoted on the OTC Markets Group, Inc.’s “Grey Market” under the symbol “VICI.” The following table sets forth the high and low bid quotations per share of our common stock as reported on the OTC Market for the period presented.]

[removed: (1) Represents] [added: The graph tracks] the [removed: period] [added: performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC)] from October 18, [removed: 2017,] [added: 2017] the first date on which our shares of common stock were publicly traded, until December 31, [removed: 2017.][added: 2018.]

[removed: Holders][added: Holders]

As of February [removed: 28, 2018,] [added: 11, 2019,] there were [removed: 370,128,832] [added: 404,726,821] shares of common stock issued and outstanding that were held by approximately [removed: 225] [added: 47] stockholders of record, not including beneficial owners of shares registered in nominee or street name.

[removed: Distribution Policy][added: Distribution Policy]

For more information regarding risk factors that could materially and adversely affect us and our ability to make cash distributions, see [added: Item 1A] “Risk Factors.” If our operations do not generate sufficient cash flow to enable us to pay our intended or required distributions, we may be required either to fund distributions from working capital, borrow or raise equity or to reduce such distributions.

In addition, our charter allows us to issue preferred stock that could have a preference on distributions and could limit our ability to make distributions to our [added: common] stockholders.

Additionally, under certain circumstances, agreements relating to our indebtedness could limit our ability to make distributions to our [added: common] stockholders.

In particular, during the first several years of the leases, under the terms of the [added: Formation] Lease Agreements, rental income will be allocated for tax purposes generally in an amount greater than cash rents.

Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual [added: receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.]

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

[removed: Issuer] [added: Issuer] Repurchases of Equity [removed: Securities][added: Securities]

We did not repurchase any shares of our common stock during the three months ended December 31, [removed: 2017.][added: 2018.]

[removed: Registered] [added: Registered] Offering of Securities - Use of [removed: Proceeds][added: Proceeds]

On January 31, 2018, our Registration Statement on Form S-11, as amended (Commission File No. 333-221997) and our Registration Statement on Form S-11MEF (Commission File No. 333-222806) were declared effective by the SEC, pursuant to which we sold a total of 69,575,000 shares of our common stock at a price per share of $20.00, for an aggregate offering price [removed: of $1.3915 billion (the “Offering”) before fees, expenses and commissions.]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

The graph below matches VICI Properties’ cumulative [removed: two-month] total [removed: shareholder] [added: stockholder] return [added: for the period from October 18, 2017 to December 31, 2018] on common stock with the cumulative total returns of the S&P 500 index and the FTSE NAREIT Equity REITs index.

[removed: ][added: ]

| [removed: Company] [added: Company] / [removed: Index] [added: Index] | | [removed: 10/18/2017] [added: 10/18/2017] | | | | [removed: 10/17] [added: 12/31/17] | | | | [removed: 11/17] [added: 3/31/18] | | | | [removed: 12/17] [added: 6/30/18] | | | [added: | 9/30/18 | | | | 12/31/18 | | |]

We did not sell any unregistered equity securities during the year ended December 31, 2018.

of $1.3915 billion (the “Offering”) before fees, expenses and commissions.

There was no material change in the planned use of proceeds from the Offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on February 2, 2018, except that we deployed the remaining proceeds as follows: (i) on July 11, 2018, we utilized $507.5 million of the offering proceeds to purchase Octavius Tower; (ii) on December 26, 2018 we utilized $82.5 million of the offering proceeds to purchase Harrah’s Philadelphia; and (iii) on January 2, 2019 we utilized $261.1 million of the offering proceeds to purchase Margaritaville Resort Casino.

| | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| VICI Properties Inc | | $ | 100.0 | | | $ | 110.8 | | | $ | 99.0 | | | $ | 111.6 | | | $ | 116.9 | | | $ | 101.5 | |

| MSCI US REIT Index | | $ | 100.0 | | | $ | 98.8 | | | $ | 89.9 | | | $ | 97.8 | | | $ | 97.9 | | | $ | 90.3 | |

| S&P 500 | | $ | 100.0 | | | $ | 104.4 | | | $ | 103.1 | | | $ | 106.1 | | | $ | 113.8 | | | $ | 97.9 | |

| | |

| --- | --- |

| | |

The OTC Market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

| | | | | |

| --- | --- | --- | --- | --- |

| | | Share Price | | |

| | | High | | Low |

| Fourth Quarter ended December 31, 2017(1) | | $21.00 | | $18.00 |

_______________________________

receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

To date, we have not made any cash distributions.

We did not sell any equity securities which were not registered under the Securities Act of 1933, as amended (the “Securities Act”) during the year ended December 31, 2017 that were not otherwise disclosed in our Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K.

None of the proceeds from the Offering were used during the reporting period covered by this Annual Report on Form 10-K.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from October 18, 2017 the first date on which our shares of common stock were publicly traded, until December 31, 2017.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| VICI Properties Inc | | $ | 100.0 | | | $ | 100.0 | | | $ | 107.0 | | | $ | 111.0 | |

| FTSE NAREIT Equity REITs | | $ | 100.0 | | | $ | 98.0 | | | $ | 101.0 | | | $ | 100.0 | |

| S&P 500 | | $ | 100.0 | | | $ | 101.0 | | | $ | 104.0 | | | $ | 105.0 | |

It should be read in conjunction with the Financial Statements and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations”] in this Annual Report on Form 10-K.

| [removed: (In] [added: (In] thousands, except share [removed: data)] [added: and per share data)] | [added: Year Ended December 31, 2018] | [removed: Period] [added: | | | Period] from October 6, [removed: 2017 to] [added: 2017 to] December 31, [removed: 2017*] [added: 2017*] | | |

| [removed: Statement] [added: Statement] of [removed: Operations:] [added: Operations:] | | | | | [added: | | |]

| [removed: Net revenues] [added: Revenues] | [added: $] | [added: 897,977 | | |] $ | 187,609 | |

| Total operating expenses | [added: 140,023] | [added: | | |] 43,413 | | |

| Income from operations | [added: —] | [removed: 144,196] | | | [added: 7 | | | | 18 | | | | 39 | | |]

| Interest expense | [added: —] | [removed: (63,354] | | [added: | (7 | |] ) | [added: | (18 | | ) | | (39 | | ) |]

| Loss from extinguishment of debt | [added: (23,040] | [added: | ) | |] (38,488 | | ) |

| Income before [removed: income] taxes | [added: —] | [removed: 42,636] | | | [added: — | | | | — | | | | — | | |]

| Net income | [added: 532,117] | [added: | | |] 44,537 | | |

| Net income attributable to common stockholders | [added: 523,619] | [added: | | |] 42,662 | | |

| [removed: Per] [added: Per] share [removed: data:] [added: data:] | | | | | [added: | | |]

| [removed: Basic earnings] [added: Net income] per common share [added: - Basic] | [added: $] | [added: 1.43 | | |] $ | 0.19 | |

| [removed: Diluted earnings] [added: Net income] per common share [added: - Diluted] | [added: $] | [added: 1.43 | | |] $ | 0.19 | |

| [removed: Other Data:] [added: Other Data:] | | | | | [added: | | |]

| Net cash provided by operating activities | [added: $] | [added: 504,082 | | |] $ | 129,440 | |

| Net cash used in investing activities | [added: (1,140,877] | [added: | ) | |] (1,136,251 | | ) |

| Net cash provided by financing activities | [added: 1,037,836] | [added: | | |] 1,148,446 | | |

| [removed: Financial] [added: Financial] Position [removed: Data:] [added: Data:] | [added: 2018] | [removed: As of December 31, 2017] | | | [added: 2017 | | |]

| Cash and cash equivalents | [added: $] | [added: 577,883 | | |] $ | 183,646 | |

| Restricted cash | [added: 20,564] | [added: | | |] 13,760 | | |

| Total assets | [added: 11,333,368] | [added: | | |] 9,739,712 | | |

| [removed: Debt] [added: Debt, net] | [added: 4,122,264] | [added: | | |] 4,785,756 | | |

| Non-controlling interests | [added: 83,573] | [added: | | |] 84,875 | | |

| [removed: Shareholders’] [added: Stockholders’] equity | [added: 6,901,022] | [added: | | |] 4,776,364 | | |

[removed: *Represents] [added: Represents] the period from October 6, 2017, the date of the Company’s Formation, through December 31, [removed: 2017][added: 2017*]

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| Operating income | 757,954 | | | | 144,196 | | |

| Interest expense | (212,663 | | ) | | (63,354 | | ) |

| Income before income taxes | 533,558 | | | | 42,636 | | |

| Income tax (expense) benefit | (1,441 | | ) | | 1,901 | | |

| | | | | | | | |

| | | | | | | | |

| Cash dividends declared | $ | 0.9975 | | | $ | — | |

| | | | | | | | |

| | | | | | | | |

| | As of December 31, | | | | | | |

| Short-term investments | 520,877 | | | | — | | |

_____________________________

The following table sets forth the selected historical combined financial data of Caesars Entertainment Outdoor as our predecessor, the operations of which were contributed to VICI Golf on the Formation Date.

These operations are comprised of: (i) the Rio Secco golf course in Henderson, Nevada; (ii) the Cascata golf course in Boulder City, Nevada; (iii) the Grand Bear golf course in Saucier, Mississippi; and (iv) the Chariot Run golf course in Laconia, Indiana.

The following selected financial is derived from the historical combined financial statements of Caesars Entertainment Outdoor, our predecessor.

It should be read in conjunction with the Financial Statements and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| | Period from January 1, 2017 to October 5, 2017 | | | | Year Ended December 31, | | | | | | | | | | |

| (In thousand) | | 2016 | | | | 2015 | | | | 2014 | | | | | |

| Statement of Operations: | | | | | | | | | | | | | | | |

| Net revenues | $ | 14,136 | | | $ | 18,785 | | | $ | 18,077 | | | $ | 18,908 | |

| Total operating expenses | 14,136 | | | | 18,778 | | | | 18,059 | | | | 18,869 | | |

| Income tax (expense) benefit | (2 | | ) | | — | | | | 3 | | | | 4 | | |

| Net (loss) income | (2 | | ) | | — | | | | 3 | | | | 4 | | |

| | | | | | | | | | | | | | | | |

| | As of October 5, 2017 | | | | As of December 31, | | | | | | | | | | |

| Financial Position Data: | | 2016 | | | | 2015 | | | | | | | | | |

| Cash | $ | 111 | | | $ | 920 | | | $ | 351 | | | | | |

| Total assets | 89,253 | | | | 90,475 | | | | 92,034 | | | | | | |

| Long-term debt | — | | | | — | | | | 14 | | | | | | |

| Liabilities subject to compromise | 249 | | | | 265 | | | | 267 | | | | | | |

| Equity | 83,141 | | | | 84,143 | | | | 85,375 | | | | | | |

| | |

| --- | --- |

| | |

| | | | | |

| --- | --- | --- | --- | --- |

| Provision for income taxes | | 1,901 | | |

| Weighted shares outstanding—Basic | | 227,828,844 | | |

| Weighted shares outstanding—Diluted | | 227,985,455 | | |

_____________________________

See accompanying [removed: Notes] [added: Index] to [added: the] Consolidated Financial [removed: Statements.][added: Statements on page F-1.]

The financial statements required by this item and the reports of the independent accountants thereon required by Item 15 of this Form 10-K appear on pages F-2 to F-46.

The supplementary financial data required by Item 302 of Regulation S-K appears in pages S-1 to S-5 to the consolidated financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of VICI Properties Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, 2017, the related consolidated statements of operations, shareholders’ equity, and cash flows, for the period from October 6, 2017 (Formation Date) to December 31, 2017, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the period from October 6, 2017 to December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

March 28, 2018

We have served as the Company's auditor since 2016.

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEET

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

| | | | |

| --- | --- | --- | --- |

| | December 31, 2017 | | |

| Assets | | | |

| Investment in direct financing leases, net | $ | 8,268,643 | |

| Real Estate Investments: | | | |

| Accounted for using the operating method | 1,110,400 | | |

| Land | 73,600 | | |

| Property and equipment used in operations, net | 74,300 | | |

| Cash and cash equivalents | 183,646 | | |

| Restricted cash | 13,760 | | |

| Other assets | 15,363 | | |

| Total assets | $ | 9,739,712 | |

| Liabilities | | | |

| Debt, net | $ | 4,785,756 | |

| | |

| --- | --- |

| | |

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

We maintain disclosure controls and procedures [added: (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))] designed to provide reasonable assurance that information required to be disclosed in reports filed under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”),] [added: Act,] is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

[removed: Our management,] [added: We carried out an evaluation, under the supervision and] with the participation of our [added: management, including the] principal executive officer and principal financial officer, [removed: evaluated] [added: of] the effectiveness of [added: the design and operation of] our disclosure controls and procedures [removed: (as defined in Rules] [added: pursuant to Exchange Act Rule] 13a-15(e) [removed: or 15d-15(e) promulgated under] [added: as of] the [removed: Exchange Act) at December 31, 2017.][added: end of the period covered by this report.]

Based [removed: on] [added: upon] this [removed: evaluation required by paragraph (b) of Rules 13a-15 or 15d-15,] [added: evaluation,] our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of [removed: December 31, 2017.][added: the end of the period covered by this report.]

[removed: Management's] [added: Management's] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

There [removed: has been] [added: were] no [removed: change] [added: changes] in our internal control over financial reporting [removed: during] [added: (as is defined in Rules 13a–15(f) and 15d–15(f) under] the [removed: quarter ended December 31, 2017] [added: Exchange Act)] that [added: occurred during our most recent quarter, that] has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2018.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited our financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.

| | |

| --- | --- |

| | |

Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of December 31, 2017 to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our company's registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies.

The Company’s internal control over financial reporting was established in conjunction with the Formation of the Company in October 2017.

[removed: PART III][added: PART III]

| | |

| --- | --- |

| | |

The information required by this item is incorporated [removed: herein] by reference to the [removed: Company's] [added: Company’s] definitive proxy statement [removed: for its 2018 Annual Meeting of Shareholders (the "2018 Proxy Statement"), which we expect will] [added: to] be filed [added: not later than April 30, 2019] with the SEC [removed: within 120 days after December 31, 2017] pursuant to Regulation 14A under the [removed: Securities] [added: Exchange] Act.

| | |

| --- | --- |

| | |

We have adopted a Code of Business Conduct that applies to our principal executive officer, principal financial officer and principal accounting officer, and have posted the Code on our website at www.viciproperties.com.

In the event that we have any amendments to or waivers from any provision of the Code applicable to our principal executive officer, principal financial officer or principal accounting officer, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website.

If such proxy statement is not filed within 120 days after

December 31, 2017, the information called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

| | |

| --- | --- |

| | |

The information required by this item is incorporated herein by reference to our 2018 Proxy Statement, which we expect will be filed with the SEC within 120 days after December 31, 2017.

If such proxy statement is not filed within 120 days after December 31, 2017, the information called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

| | |

| --- | --- |

| | |

The information required by this item is incorporated herein by reference to our 2018 Proxy Statement, which we expect will be filed with the SEC within 120 days after December 31, 2017.

If such proxy statement is not filed within 120 days after December 31, 2017, the information called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

Equity Compensation Plan Information

The following table summarizes information as of December 31, 2017, relating to equity compensation plans of the Company pursuant to which shares of our common stock are authorized for issuance:

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | | Number of securities available for future issuance under equity compensation plans | | |

| Equity compensation plans approved by shareholders | | | | | | | | | | | | |

| | Restricted stock | | 174,572 | | | $ | — | | | N/A | | |

| Equity compensation plans not approved by shareholders | | | — | | | — | | | | — | | |

| | Total | | 174,572 | | | $ | — | | | 12,575,428 | | (1) |

(1) A combined total of 12,750,000 shares of common stock may be issued under the Company’s 2017 Stock Incentive Plan.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

| | |

| --- | --- |

| | |

The information required by this item is incorporated herein by reference to our 2018 Proxy Statement, which we expect will be filed with the SEC within 120 days after December 31, 2017.

If such proxy statement is not filed within 120 days after December 31, 2017, the information called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

[removed: PART IV][added: PART IV]

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

| | |

| --- | --- |

| | |

The information required by this item is incorporated herein by reference to our 2018 Proxy Statement, which we expect will be filed with the SEC within 120 days after December 31, 2017.

If such proxy statement is not filed within 120 days after December 31, 2017, the information called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

[removed: Financial Statements.][added: Financial Statements.]

[removed: Financial] [added: Financial] Statement [removed: Schedules.][added: Schedules.]

[removed: Exhibits.][added: Exhibits.]

| | | | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Filed Herewith] [added: Filed Herewith] | | [removed: Form] [added: Form] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] |

| [removed: 2.1] [added: [2.1](http://www.sec.gov/Archives/edgar/data/1678179/000119312517255745/d428782dex99t3e2.htm)] | | [Third Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al., under Chapter 11 of the Bankruptcy Code, dated January 13, 2016.](http://www.sec.gov/Archives/edgar/data/1678179/000119312517255745/d428782dex99t3e2.htm) | | | | T-3/A of VICI Properties 1 LLC | | T3E-2 | | 8/11/2017 |

| [removed: 2.2] [added: [2.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex21.htm)] | | [Separation Agreement, dated as of October 6, 2017, between Caesars Entertainment Operating Company, Inc. and VICI Properties Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex21.htm) | | | | 8-K | | 2.1 | | 10/11/2017 |

| [removed: 3.1] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex31.htm)] | | [Articles of Amendment and Restatement of VICI Properties Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex31.htm) | | | | 8-K | | 3.1 | | 10/11/2017 |

| [removed: 3.2] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex32.htm)] | | [Amended and Restated Bylaws of VICI Properties Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex32.htm) | | | | 8-K | | 3.2 | | 10/11/2017 |

| [removed: 4.1] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex41.htm)] | | [Indenture, dated as of October 6, 2017, by and among VICI Properties 1 LLC, VICI FC Inc., the subsidiary guarantors party thereto from time to time, and UMB Bank, National Association, as trustee, governing the First-Priority Senior Secured Floating Rate Notes due 2022.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex41.htm) | | | | 8-K | | 4.1 | | 10/11/2017 |

| [removed: 4.2] [added: [10.31](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1022.htm)] | | [removed: [Indenture,] [added: [Second Lien Collateral Agreement,] dated as of October 6, 2017, [removed: by and] among VICI Properties 1 LLC, VICI FC Inc., [removed: the subsidiary guarantors party thereto from time to time,] [added: each Subsidiary Party thereto,] and UMB Bank, National Association, as [removed: trustee, governing the 8.0% Second-Priority Senior Secured Notes due 2023.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex42.htm)] [added: Collateral Agent.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1022.htm)] | | | | 8-K | | [removed: 4.2] [added: 10.22] | | 10/11/2017 |

| [removed: 4.3] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex45.htm)] | | [Registration Rights Agreement, dated as of [removed: October 6,] [added: December 22,] 2017, between VICI Properties Inc. and the [removed: holders] [added: other parties] named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex43.htm)] [added: therein.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex45.htm)] | | | | [removed: 8-K] [added: S-11/A] | | [removed: 4.3] [added: 4.5] | | [removed: 10/11/2017] [added: 1/17/2018] |

| [removed: 4.4] [added: [10.36†](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1032.htm)] | | [removed: [Registration Rights] [added: [Employment] Agreement, dated as of [removed: December 22,] [added: November 27,] 2017, [added: by and] between VICI Properties Inc. and [removed: the other parties named therein.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex45.htm)] [added: David Kieske.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1032.htm)] | | | | S-11/A | | [removed: 4.5] [added: 10.32] | | 1/17/2018 |

| [removed: 10.1] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex101.htm)] | | [Lease (CPLV), dated as of October 6, 2017, by and among CPLV Property Owner LLC, Desert Palace LLC, Caesars Entertainment Operating Company, Inc. and CEOC, LLC, relating to the CPLV Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex101.htm) | | | | 8-K | | 10.1 | | 10/11/2017 |

| [removed: 10.2] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex102.htm)] | | [Lease (Non-CPLV), dated as of October 6, 2017, by and among the entities listed on Schedules A and B thereto and CEOC, LLC, relating to the Non-CPLV Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex102.htm) | | | | 8-K | | 10.2 | | 10/11/2017 |

| [removed: 10.3] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex103.htm)] | | [Lease (Joliet), dated as of October 6, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership, relating to the Joliet Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex103.htm) | | | | 8-K | | 10.3 | | 10/11/2017 |

| [removed: 10.4] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex104.htm)] | | [Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex104.htm) | | | | 8-K | | 10.4 | | 10/11/2017 |

| [removed: 10.5] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex105.htm)] | | [Management and Lease Support Agreement, dated as of October 6, 2017, by and among Desert Palace LLC, Caesars Entertainment Operating Company, Inc., CEOC, LLC, CPLV Manager, LLC, Caesars Entertainment Corporation, CPLV Property Owner LLC, and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC relating to the CPLV Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex105.htm) | | | | 8-K | | 10.5 | | 10/11/2017 |

| [removed: 10.6] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex106.htm)] | | [Management and Lease Support Agreement, dated as of October 6, 2017, by and among CEOC, LLC, the entities listed therein, Non-CPLV Manager, LLC, Caesars Entertainment Corporation and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC relating to the Non-CPLV Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex106.htm) | | | | 8-K | | 10.6 | | 10/11/2017 |

| [removed: 10.7] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex107.htm)] | | [Management and Lease Support Agreement, dated as of October 6, 2017, by and among Des Plaines Development Limited Partnership, Joliet Manager, LLC, Caesars Entertainment Corporation, Harrah’s Joliet Landco LLC and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC relating to the Joliet Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex107.htm) | | | | 8-K | | 10.7 | | 10/11/2017 |

| [removed: 10.8] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex109.htm)] | | [Call Right Agreement, dated as of October 6, 2017, by and between VICI Properties L.P. and Caesars Entertainment Corporation relating to Harrah’s New Orleans.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex109.htm) | | | | 8-K | | 10.9 | | 10/11/2017 |

| [removed: 10.9] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1010.htm)] | | [Call Right Agreement, dated as of October 6, 2017, by and between VICI Properties L.P. and Caesars Entertainment Corporation relating to Harrah’s Laughlin.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1010.htm) | | | | 8-K | | 10.10 | | 10/11/2017 |

| [removed: 10.10] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1011.htm)] | | [Call Right Agreement, dated as of October 6, 2017, by and between VICI Properties L.P. and Caesars Entertainment Corporation relating to Harrah’s Atlantic City.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1011.htm) | | | | 8-K | | 10.11 | | 10/11/2017 |

| [removed: 10.11] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)] | | [Tax Matters Agreement, dated as of October 6, 2017, by and among Caesars Entertainment Corporation, CEOC, LLC, VICI Properties Inc., VICI Properties L.P. and CPLV Property Owner LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm) | | | | 8-K | | 10.12 | | 10/11/2017 |

| [removed: 10.12] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1013.htm)] | | [Loan Agreement, dated as of October 6, 2017, by and among CPLV Property Owner LLC, as borrower, JPMorgan Chase Bank, National Association, Barclays Bank PLC, Goldman Sachs Mortgage Company and Morgan Stanley Bank, N.A., as lenders, governing the CPLV CMBS Debt.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1013.htm) | | | | 8-K | | 10.13 | | 10/11/2017 |

| [removed: 10.13] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1016.htm)] | | [Mezzanine [removed: C] [added: A] Loan Agreement, dated as of October 6, 2017, by and among CPLV Mezz [removed: 3] [added: 1] LLC, Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the [removed: junior] [added: senior] mezzanine [removed: debt.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1014.htm)] [added: debt.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1016.htm)] | | | | 8-K | | [removed: 10.14] [added: 10.16] | | 10/11/2017 |

| [removed: 10.14] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1015.htm)] | | [Mezzanine B Loan Agreement, dated as of October 6, 2017, by and among CPLV Mezz 2 LLC, Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the intermediate mezzanine debt.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1015.htm) | | | | 8-K | | 10.15 | | 10/11/2017 |

| [removed: 10.15] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x9xexecutedxconsentx.htm)] | | [removed: [Mezzanine A] [added: [Consent and Omnibus Amendment to] Loan [removed: Agreement,] [added: Documents,] dated as of [removed: October 6, 2017,] [added: December 26, 2018,] by and among CPLV Mezz 1 LLC, [added: VICI Properties L.P. and] Wilmington Savings Fund Society, FSB, as [removed: Administrative Agent and Collateral Agent,] [added: administrative] and [added: collateral agent for] the lenders [removed: party thereto, governing] [added: under] the [removed: senior mezzanine debt.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1016.htm)] [added: Mezzanine A Loan Agreement, dated October 6, 2017, relating to the loan with respect thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x9xexecutedxconsentx.htm)] | | | | 8-K | | [removed: 10.16] [added: 10.9] | | [removed: 10/11/2017] [added: 12/27/2018] |

| [removed: 10.16] [added: [10.34†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1025.htm)] | | [removed: [Mandatory Conversion Implementation] [added: [Employment] Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and [removed: CPLV Mezz 3 LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1017.htm)] [added: Edward Pitoniak.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1025.htm)] | | | | 8-K | | [removed: 10.17] [added: 10.25] | | 10/11/2017 |

| [removed: 10.17] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1021.htm)] | | [removed: [First] [added: [Second] Lien [removed: Credit] [added: Intercreditor] Agreement, dated as of October 6, 2017, among VICI Properties 1 [removed: LLC,] [added: LLC and VICI FC Inc.,] as the [removed: Borrower, the lenders party thereto, and] [added: Borrowers,] Wilmington Trust, National Association, as [removed: Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1018.htm)] [added: Credit Agreement Agent, UMB Bank, National Association, as the Initial Other First Priority Lien Obligations Agent, and each Other First Priority Lien Obligations Agent from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1021.htm)] | | | | 8-K | | [removed: 10.18] [added: 10.21] | | 10/11/2017 |

| [removed: 10.22] [added: [10.32](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] | | [Amended and Restated Agreement of Limited Partnership of VICI Properties L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm) | | | | 8-K | | 10.23 | | 10/11/2017 |

| [removed: 10.23] [added: [10.33](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] | | [Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm) | | | | 10 | | 10.20 | | 9/28/2017 |

| [removed: 10.24†] [added: [10.35†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1026.htm)] | | [Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and [removed: Edward Pitoniak.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1025.htm)] [added: John Payne.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1026.htm)] | | | | 8-K | | [removed: 10.25] [added: 10.26] | | 10/11/2017 |

| [removed: 10.25†] [added: [10.37†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000033/samantha_gallagherxemploym.htm)] | | [Employment [removed: Agreement,] [added: Agreement] dated as of [removed: October 6, 2017,] [added: April 24, 2018] by and [removed: between] [added: among] VICI Properties [removed: Inc.] [added: Inc., VICI Properties L.P.] and [removed: John Payne.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1026.htm)] [added: Samantha Gallagher.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000033/samantha_gallagherxemploym.htm)] | | | | [removed: 8-K] [added: 10-Q] | | [removed: 10.26] [added: 10.2] | | [removed: 10/11/2017] [added: 8/2/2018] |

| [removed: 10.27†] [added: [10.38†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] | | [VICI Properties Inc. 2017 Stock Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm) | | | | 8-K | | 10.28 | | 10/11/2017 |

| [removed: 10.28] [added: [10.39](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit101hlvpurch112917.htm)] | | [Purchase and Sale Agreement, dated as of November 29, 2017, by and between Harrah’s Las Vegas, LLC, a Nevada limited liability company, as seller, and Claudine Property Owner LLC, a Delaware limited liability company, as buyer.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit101hlvpurch112917.htm) | | | | 8-K | | 10.1 | | 11/30/2017 |

| [removed: 10.29] [added: [10.40](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit102landsale112917.htm)] | | [Purchase and Sale Agreement, dated as of November 29, 2017, by and between Vegas Development LLC, a Delaware limited liability company, as seller and Eastside Convention Center, LLC, a Delaware limited liability company, as buyer.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit102landsale112917.htm) | | | | 8-K | | 10.2 | | 11/30/2017 |

| [removed: 10.30] [added: [10.41](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/ex103guaranty112917.htm)] | | [Guaranty, made and entered into as of November 29, 2017 by VICI Properties I LLC, a Delaware limited liability company, as guarantor.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/ex103guaranty112917.htm) | | | | 8-K | | 10.3 | | 11/30/2017 |

| [removed: 10.31] [added: [10.42](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exh104stocksale112917.htm)] | | [Common Stock Purchase Agreement, dated as of November 29, 2017, between the Company and each purchaser, or the investment advisor or manager for one or more purchasers, identified on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exh104stocksale112917.htm) | | | | 8-K | | 10.4 | | 11/30/2017 |

| [removed: 10.32] [added: [10.28](http://www.sec.gov/Archives/edgar/data/1705696/000119312517378498/d476186dex101.htm)] | | [Credit Agreement, dated as of December 22, 2017, among VICI Properties 1 LLC, as the borrower, Goldman Sachs Bank USA, as administrative agent and the other parties thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517378498/d476186dex101.htm) | | | | 8-K | | 10.1 | | 12/26/2017 |

See the accompanying Index to Financial Statement Schedule on page F-1.

See the accompanying Index to Financial Statement Schedule on page F-1.

| [2.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex21.htm) | | [Agreement and Plan of Merger dated as of June 18, 2018 by and among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC, Penn National Gaming, Inc., Bossier Casino Venture (HoldCo), Inc. and Silver Slipper Gaming, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex21.htm) | | | | 8-K | | 2.1 | | 6/19/2018 |

| [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex21.htm) | | [Purchase and Sale Agreement dated as of July 11, 2018 by and between Caesars Octavius, LLC and Octavius Propco LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex21.htm) | | | | 8-K | | 2.1 | | 7/12/2018 |

| [2.5](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | [Purchase and Sale Agreement dated as of July 11, 2018 by and between Chester Downs and Marina, LLC and Philadelphia Propco LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | | | 8-K | | 2.2 | | 7/12/2018 |

| [2.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000093/greektowntransactionagreem.htm) | | [Transaction Agreement dated as of November 13, 2018 by and among Greektown Mothership LLC, Penn Tenant III, LLC and VICI Properties L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000093/greektowntransactionagreem.htm) | | | | 8-K | | 2.1 | | 11/14/2018 |

| [4.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm) | | [Supplemental Indenture No. 1, dated as of December 26, 2017, among Claudine Propco LLC as New Guarantor, VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm) | | X | | | | | | |

| [4.3](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm) | | [Supplemental Indenture No. 2, dated as of December 26, 2017, among Claudine Propco LLC as New Guarantor, among VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm) | | X | | | | | | |

| [4.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex41-supplemental_indenture.htm) | | [Supplemental Indenture No. 3, dated as of September 24, 2018, among VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex41-supplemental_indenture.htm) | | | | 8-K | | 4.1 | | 9/25/2018 |

| [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_101xconformedxexecuted.htm) | | [First Amendment to Lease (CPLV), dated as of December 26, 2018, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_101xconformedxexecuted.htm) | | | | 8-K | | 10.1 | | 12/27/2018 |

| [10.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000018/ex1040vici10-ka.htm) | | [First Amendment to Lease (Non-CPLV) dated as of December 22, 2017, by and among the entities listed on Schedules A and B thereto and CEOC, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000018/ex1040vici10-ka.htm) | | | | 10-K/A | | 10.40 | | 4/30/2018 |

| [10.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh101.htm) | | [Second Amendment to Lease (Non-CPLV) dated as of February 16, 2018, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh101.htm) | | | | 10-Q | | 10.1 | | 5/4/2018 |

| [10.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh102.htm) | | [Third Amendment to Lease (Non-CPLV) dated as of April 2, 2018, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh102.htm) | | | | 10-Q | | 10.2 | | 5/4/2018 |

| [10.7+](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x2xexecutedxredacted.htm) | | [Fourth Amendment to Lease (Non-CPLV), dated as of December 26, 2018, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x2xexecutedxredacted.htm) | | | | 8-K | | 10.2 | | 12/27/2018 |

| [10.9+](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x3xexecutedxredacted.htm) | | [First Amendment to Lease (Joliet), dated as of December 26, 2018, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x3xexecutedxredacted.htm) | | | | 8-K | | 10.3 | | 12/27/2018 |

| [10.11](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh103.htm) | | [First Amendment to Golf Course Use Agreement, dated as of April 20, 2018 by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, and Grand Bear LLC, Caesars Enterprise Services LLC, CEOC, LLC, and solely for certain sections referenced therein, Caesars License Company, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh103.htm) | | | | 10-Q | | 10.3 | | 5/4/2018 |

| [10.13](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x5xexecutedxcplvxmlsa.htm) | | [First Amendment to Management and Lease Support Agreement (CPLV), dated as of December 26, 2018, by and among Desert Palace LLC, CEOC, LLC, CPLV Manager, LLC, Caesars Entertainment Corporation, CPLV Property Owner LLC, and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x5xexecutedxcplvxmlsa.htm) | | | | 8-K | | 10.5 | | 12/27/2018 |

| [10.15](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x6xexecutedxnonxcplv.htm) | | [First Amendment to Management and Lease Support Agreement (Non-CPLV), dated as of December 26, 2018, by and among CEOC, LLC, the entities listed on Schedule A and Schedule B thereto, Chester Downs and Marina, LLC, Non-CPLV Manager, LLC, Caesars Entertainment Corporation, Philadelphia Propco LLC, and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x6xexecutedxnonxcplv.htm) | | | | 8-K | | 10.6 | | 12/27/2018 |

| [10.17](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x7xexecutedxjolietxm.htm) | | [First Amendment to Management and Lease Support Agreement (Joliet), dated as of December 26, 2018, by and among Des Plaines Development Limited Partnership, Joliet Manager, LLC, Caesars Entertainment Corporation, Harrah’s Joliet Landco LLC and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x7xexecutedxjolietxm.htm) | | | | 8-K | | 10.7 | | 12/27/2018 |

| [10.23](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x8xexecutedxomnibusx.htm) | | [Omnibus Amendment to Loan Documents, dated as of December 26, 2018, by and among Wilmington Trust, National Association, as Trustee for the Benefit of Holders of Caesars Palace Las Vegas Trust 2017-VICI, Commercial Mortgage Pass-Through Certificates, Series 2017-VICI, CPLV Property Owner LLC and VICI Properties L.P, relating to, among other things, the CPLV CMBS Debt.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x8xexecutedxomnibusx.htm) | | | | 8-K | | 10.8 | | 12/27/2018 |

| [10.27](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x10xexecutedxconsent.htm) | | [Consent and Omnibus Amendment to Loan Documents, dated as of December 26, 2018, by and among CPLV Mezz 2 LLC, VICI Properties L.P. and Wilmington Savings Fund Society, FSB, as administrative and collateral agent for the lenders under the Mezzanine B Loan Agreement, dated October 6, 2017, relating to the loan with respect thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x10xexecutedxconsent.htm) | | | | 8-K | | 10.10 | | 12/27/2018 |

| [10.29](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex101-amendment_rexlienxre.htm) | | [Amendment No. 1 to Credit Agreement, dated as of September 24, 2018, by and among VICI Properties 1 LLC, as the borrower, Goldman Sachs Bank USA, as administrative agent and the other parties thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex101-amendment_rexlienxre.htm) | | | | 8-K | | 10.1 | | 9/25/2018 |

| [10.43](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex101.htm) | | [Membership Interest Purchase Agreement dated as of June 18, 2018 by and among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC and Penn National Gaming, Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex101.htm) | | | | 8-K | | 10.1 | | 6/19/2018 |

| [10.47](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x4xexecutedxfirstxam.htm) | | [First Amendment to Amended and Restated Lease, dated as of December 26, 2018, by and between Claudine Propco, LLC and Harrah’s Las Vegas, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x4xexecutedxfirstxam.htm) | | | | 8-K | | 10.4 | | 12/27/2018 |

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| [10.50†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm) | | [Form of LTIP Time-Based Restricted Stock Grant Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm) | | | | 8-K | | 10.1 | | 8/30/2018 |

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| [10.51†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm) | | [Form of LTIP Performance-Based Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm) | | | | 8-K | | 10.2 | | 8/30/2018 |

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| [10.52†](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm) | | [Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm) | | X | | | | | | |

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Included in Part II of this Report:

| | | | |

| --- | --- | --- | --- |

| VICI Properties Inc.: | | | |

| | [Report of Independent Registered Public Accounting Firm](#s1654963559EDB13D8530AA862451B7FE) | | [57](#s1654963559EDB13D8530AA862451B7FE) |

| | [Consolidated Balance Sheet as of December 31, 2017](#s4836D1C32F1B7636F9FCAA861C387793) | | [58](#s4836D1C32F1B7636F9FCAA861C387793) |

| | Period from October 6 to December 31, 2017 | | |

| | | [Consolidated Statement of Operations](#s7C81980F4170CFA93BDBAA861C95E201) | [59](#s7C81980F4170CFA93BDBAA861C95E201) |

| | | [Consolidated Statement of Shareholders’ Equity](#sF4D5BAC43B1F22E4D1C5AA861C9A716E) | [60](#sF4D5BAC43B1F22E4D1C5AA861C9A716E) |

| | | [Consolidated Statement of Cash Flows](#s358BBD79746CC9F08561AA861C6D0A01) | [61](#s358BBD79746CC9F08561AA861C6D0A01) |

| | [Notes to Consolidated Financial Statements](#s0996428F2F8DC4D5BDADAA862567A8C5) | | [62](#s0996428F2F8DC4D5BDADAA862567A8C5) |

| Caesars Entertainment Outdoor: | | | |

| | [Report of Independent Registered Public Accounting Firm](#seb8a6bacbe894963820b2d419533a21d) | | [82](#seb8a6bacbe894963820b2d419533a21d) |

| | [Combined Balance Sheets as of October 5, 2017 and December 31, 2016](#s53558e96d15b49169032b1781268d675) | | [83](#s53558e96d15b49169032b1781268d675) |

| | Period from January 1 to October 5, 2017 and Years Ended December 31, 2016 and 2015 | | |

| | | [Combined Statements of Operations](#s5e777d45a44141ce9eaf68ae3b670b61) | [84](#s5e777d45a44141ce9eaf68ae3b670b61) |

| | | [Combined Statements of Equity](#s0534813018e5432cb30ed6753817e477) | [85](#s0534813018e5432cb30ed6753817e477) |

| | | [Combined Statements of Cash Flows](#sd7eaf7d585a74f12863f158a3ebdabe6) | [86](#sd7eaf7d585a74f12863f158a3ebdabe6) |

| | [Notes to Combined Financial Statements](#s39bdeb9248264397aa0007af65422b2c) | | [87](#s39bdeb9248264397aa0007af65422b2c) |

| Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.: | | | |

| | [Report of Independent Registered Public Accounting Firm](#s5fa6a102d74641bbadaa3d5f33dbfa04) | | [96](#s5fa6a102d74641bbadaa3d5f33dbfa04) |

| | [Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc. as of December 31, 2016](#sf0856979beae4b4ea8e7295829ab1446) | | [97](#sf0856979beae4b4ea8e7295829ab1446) |

| | [Notes to Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.](#s5808da79f0a54f768d0b4f5b09e6b476) | | [98](#s5808da79f0a54f768d0b4f5b09e6b476) |

| | [Schedule I - Condensed Financial Information of Registrant Parent Company Only - December 31, 2017](#se447e14531ad4d82a7c9f987f57b8aeb) | | [108](#se447e14531ad4d82a7c9f987f57b8aeb) |

| | [Schedule III - Real Estate Assets and Accumulated Depreciation - December 31, 2017](#sA057AA723A0D35DBAB4EAA862B4EF134) | | [112](#sA057AA723A0D35DBAB4EAA862B4EF134) |

| 10.18 | | [First Lien Intercreditor Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC and VICI FC Inc., as the Borrowers, Wilmington Trust, National Association, as Collateral Agent and Authorized Representative under the Credit Agreement, UMB Bank, National Association, as the Initial Other Authorized Representative, and each additional Authorized Representative from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1019.htm) | | | | 8-K | | 10.19 | | 10/11/2017 |

| 10.19 | | [First Lien Collateral Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC, VICI FC Inc., each Subsidiary Party thereto, and Wilmington Trust, National Association, as Collateral Agent.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1020.htm) | | | | 8-K | | 10.20 | | 10/11/2017 |

| 10.20 | | [Second Lien Intercreditor Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC and VICI FC Inc., as the Borrowers, Wilmington Trust, National Association, as Credit Agreement Agent, UMB Bank, National Association, as the Initial Other First Priority Lien Obligations Agent, and each Other First Priority Lien Obligations Agent from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1021.htm) | | | | 8-K | | 10.21 | | 10/11/2017 |

| 10.21 | | [Second Lien Collateral Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC, VICI FC Inc., each Subsidiary Party thereto, and UMB Bank, National Association, as Collateral Agent.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1022.htm) | | | | 8-K | | 10.22 | | 10/11/2017 |

| 10.26† | | [Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and Mary E. Higgins.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1027.htm) | | | | 8-K | | 10.27 | | 10/11/2017 |

| 10.35† | | [Separation Agreement and Release, dated as of October 6, 2017, by and between VICI Properties Inc. and Mary E. Higgins.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1033.htm) | | | | S-11/A | | 10.33 | | 1/17/2018 |

| 23.3 | | [Consent of Deloitte & Touche LLP for Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10k2017exhibit233.htm) | | X | | | | | | |

| 101.INS | | XBRL Instance Document | | X | | | | | | |

* Furnished herewith.

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

VICI PROPERTIES INC.

CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

| | December 31, 2017 | | |

[removed: SIGNATURES][added: SIGNATURES]

[removed: Pursuant] [added: Pursuant] to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly [removed: authorized.][added: authorized.]

| [removed: VICI] [added: VICI] PROPERTIES [removed: INC.] [added: INC.] | | |

[removed: |] March 28, 2018 [removed: | By: | /S/ EDWARD BALTAZAR PITONIAK |]

| | | [removed: Edward Baltazar Pitoniak] [added: Edward B. Pitoniak] |