VICI Properties (VICI) 10-K risk factor changes: FY2020 vs FY2019

We are and will [added: always] be significantly dependent on [removed: Caesars (and following the completion of the Eldorado Transaction, the combined Eldorado/Caesars)] [added: our tenants for our revenues,] and [removed: their respective subsidiaries] unless or until we substantially diversify our portfolio [removed: and] an event that has a material adverse effect on any of [removed: its] [added: our tenants’] businesses, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

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

[removed: See [Item 1 - “Business](#sDACF9CBBFE83587BA1034C7D37DD1C24).”] There can be no assurance that [removed: the] [added: our] tenants will have sufficient assets, income or access to financing to enable them to satisfy their payment and other obligations under their leases with us, or that the applicable guarantor will be able to satisfy its guarantee of the applicable tenant’s [removed: obligations under the Caesars Lease Agreements.][added: obligations.]

[removed: Caesars relies] [added: Our tenants rely] on the properties [removed: it owns] [added: they or their respective subsidiaries own] and/or operate for income to satisfy [removed: its] [added: their] obligations, including [removed: its] [added: their] debt service requirements and lease [added: and other] payments due to us [removed: under the Caesars Lease Agreements] or [removed: to others under other lease agreements.][added: others.]

If income [removed: from] [added: at] these properties were to decline for any reason, [added: including as a result of the COVID-19 pandemic,] or if [removed: the] [added: a tenant’s] debt service requirements [removed: of our tenants] were to increase [removed: for any reason] or if their creditworthiness were to become impaired for [removed: other reasons, Caesars (and following the completion of the Eldorado Transaction,] [added: any reason, a tenant or] the [removed: combined Eldorado/Caesars)] [added: applicable guarantor] may become unable or unwilling to satisfy its payment and other obligations under [removed: the Caesars Lease Agreements.][added: their leases or other agreements with us.]

The inability or unwillingness of [removed: Caesars (and following the completion of the Eldorado Transaction, the combined Eldorado/Caesars)] [added: a significant tenant] to meet [removed: their respective subsidiaries’] [added: its] payment [removed: and] [added: or] other obligations under [removed: the Caesars Lease Agreements, in each case,] [added: a lease or other payment obligation with us] could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, including our ability to make distributions to our stockholders.

[removed: Eldorado has] [added: In addition, prior to the Eldorado/Caesars Merger Caesars] publicly disclosed that it expects to achieve [removed: approximately $500.0 million of synergies, over time, following completion] [added: synergies as a result] of the Eldorado/Caesars Merger.

[removed: The combined Eldorado/Caesars] [added: As a result of the COVID-19 pandemic or otherwise, Caesars] may be unable to achieve [removed: these] [added: such] synergies during the time period that it expects to do so, or at all, and a failure to achieve these synergies may adversely affect [removed: the combined Eldorado/Caesars,] [added: Caesars,] including its creditworthiness, and impair its ability to meet its obligations to us.

Moreover, given [removed: the combined Eldorado/Caesar’s expected] [added: Caesars’] significance to our business, a failure on the part of [removed: the combined Eldorado/Caesars] [added: Caesars] to realize expected synergies and any related improvement to its creditworthiness, or any deterioration of its creditworthiness, could materially and adversely affect us, even in the absence of a default under our agreements with [removed: the combined Eldorado/Caesars.][added: Caesars.]

Due to our dependence on rental [added: and other] payments from [removed: subsidiaries of Caesars (and following the completion of the Eldorado Transaction, the combined Eldorado/Caesars)] [added: our tenants] as our primary source of revenue, we may be limited in our ability to enforce our rights under the leases or [removed: to] [added: other agreements with our tenants or] terminate [removed: the applicable] [added: such other agreements or, due to our master] lease [added: structure, certain leases] with respect to any particular property.

In such event, we may [added: lose our interest in a property subject to an applicable ground lease or] be unable to locate a suitable, [removed: credit-worthy] [added: creditworthy] tenant at similar rental rates or at all, which would have the effect of reducing our rental revenues and could have a material adverse effect on us.

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

Our properties on the Las Vegas Strip generated approximately [removed: 33%] [added: 30%] of our lease revenue for the year ended December 31, [removed: 2019.][added: 2020.]

For example, the cost and availability of air services and the impact of any events that disrupt air travel to and from Las [removed: Vegas] [added: Vegas, including the impact of measures implemented to address the COVID-19 pandemic,] can adversely affect the business of our tenants.

We cannot control the number or frequency of flights to or from Las Vegas, but [removed: the tenants rely] [added: our largest tenant, Caesars, relies] on air traffic for a significant portion of their [removed: visitors.][added: visitors to these properties.]

Reductions in flights by major airlines as a result of higher fuel prices or lower [removed: demand] [added: demand, including as a result of the COVID-19 pandemic,] can impact the number of visitors to our properties.

Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of the customers that frequent our properties [added: on the Las Vegas Strip] reside.

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

Caesars and its subsidiaries are [removed: (and after the completion of the Eldorado Transaction, the combined Eldorado/Caesars and its subsidiaries will be)] party to certain leasing and financial commitments with us, which may have a negative impact on Caesars’ business and operating condition.

See [Item [removed: 1](#sDACF9CBBFE83587BA1034C7D37DD1C24) “Business-Our] [added: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [“Business-Our] Relationship with [removed: Caesars”] [added: Caesars”](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] for additional information regarding such agreements.

[removed: Caesars] [added: Caesars, which] is [added: our largest tenant, is] obligated to pay us in the aggregate approximately [removed: $4.2] [added: $6.2] billion in fixed annual rents [added: under the Caesars Lease Agreements, payments under the Forum Convention Center Mortgage Loan] and golf course membership fees [added: under the Golf Course Use Agreement] over the next five years [removed: of] [added: under] the [removed: respective Caesars Lease Agreements,] [added: applicable agreements,] subject to certain escalators and adjustments.

If Caesars’ [removed: (or, after the completion of the Eldorado Transaction, Eldorado’s)] businesses and properties fail to generate sufficient earnings, [removed: the applicable tenants,] Caesars [removed: and/or CRC (before the completion of the Eldorado Transaction) and Eldorado (after the completion of the completion of the Eldorado Transaction)] may be unable to satisfy [removed: their respective] [added: its (or its subsidiaries’)] obligations under the [added: Caesars] Lease [removed: Agreements or] [added: Agreements,] the [added: Forum Convention Center Mortgage Loan, the Golf Course Use Agreement and the] related [removed: guarantees, respectively.][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 Caesars Lease Agreements [added: and the Forum Convention Center Mortgage Loan] which could adversely affect [removed: Caesars’,] [added: Caesars’] ability to fund its 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 [removed: Agreements] [added: Agreements, the Forum Convention Center Mortgage Loan] and the related guarantees.

Subsidiaries of Caesars [removed: (and, after the completion of the completion of the Eldorado Transaction, subsidiaries of Eldorado)] 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 Caesars Lease Agreements.

See [Item [removed: 1](#sDACF9CBBFE83587BA1034C7D37DD1C24)] [added: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] “Business-Our Lease Agreement-Caesars Lease Agreements-Overview” and [Item [removed: 1](#sDACF9CBBFE83587BA1034C7D37DD1C24)] [added: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] “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 Caesars Lease Agreements and the ability of Caesars [removed: and/or CRC (before the completion of the Eldorado Transaction) and Eldorado (after the completion of the Eldorado Transaction)] to satisfy [removed: their respective] [added: its] obligations to us under the related guarantees.

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 Caesars Lease Agreements will comprise a higher percentage of the cash flows generated by the subsidiaries of [removed: Caesars (and, after the completion of the Eldorado Transaction, Eldorado),] [added: Caesars,] which could make it more difficult for the applicable subsidiaries to [removed: make] [added: meet] their payment obligations to us under the Caesars Lease Agreements and ultimately could adversely affect the applicable guarantor’s ability to satisfy their respective obligations to us under the related guarantees.

Caesars’ indebtedness [removed: (and, after the completion of the Eldorado Transaction, Eldorado’s 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 Caesars Lease [removed: Agreements.][added: Agreements and the Forum Convention Center Mortgage Loan.]

As disclosed in its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019,] [added: 2020,] Caesars’ consolidated estimated debt service (including principal and interest) for [removed: 2020] [added: 2021] will be approximately [removed: $504.0] [added: $917.0] million and [removed: $10.2] [added: $19.2] billion thereafter to maturity.

As a result, a significant portion of Caesars’ liquidity [removed: needs, and, after the completion of the Eldorado Transaction, Eldorado’s liquidity needs,] [added: needs] are for debt service, including significant interest payments.

Such substantial indebtedness and the restrictive covenants under the agreements governing such indebtedness could limit the ability of the applicable tenants [added: and borrower] to satisfy their [added: respective] obligations to us under the Lease Agreements and the [removed: ability of Caesars and/or CRC (before the completion of the Eldorado Transaction)] [added: Forum Convention Center Mortgage Loan] and [removed: Eldorado (after] the [removed: completion of the completion] [added: ability] of [removed: the Eldorado Transaction)] [added: Caesars] to satisfy [removed: their respective] [added: its] obligations under the related guarantees.

Therefore, so long as our investments are concentrated in gaming-related assets, our success is dependent on the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which we and our tenants have no [removed: control.][added: control, including the immediate and long-term effects of the COVID-19 pandemic.]

The gaming industry is characterized by a high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, [added: emerging varieties of] internet [removed: lotteries] [added: gaming, sports betting] and other [removed: internet wagering] [added: forms of] gaming [removed: services] [added: in the United States] and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities.

Additionally, decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, [added: the impact of, and recovery following, the COVID-19 pandemic,] lackluster recoveries from recessions, [added: contractions,] high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes and increased stock market volatility may negatively impact our revenues and operating cash flows.

The ownership, operation, and management of gaming and racing facilities are subject to extensive [removed: regulation.][added: regulation by one or more gaming authorities in each applicable jurisdiction where gaming and racing facilities are permitted.]

Certain gaming authorities in the jurisdictions in which we hold properties may require us and/or our affiliates to maintain a license as a [added: principal,] key business entity or supplier because of our status as landlord.

Gaming authorities have very broad discretion in determining whether [added: a stockholder is required to file] an [added: application and whether an] applicant should be deemed suitable.

[added: If we are required to be found suitable and are found suitable as a landlord, we] will be registered as a public company with the gaming authorities and will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

[removed: | • |] [added: -] pay that person any distribution or interest upon any of our [removed: voting] securities; [removed: |]

[removed: | • |] [added: -] allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; [removed: |]

[removed: | • |] [added: -] pay remuneration in any form to that person for services rendered or otherwise; or [removed: |]

The COVID-19 pandemic has adversely impacted our tenants’ operations and financial performance, as well as global and U.S. economic activity and market performance, which could have a material adverse impact on our business, financial condition, liquidity, results of operations and prospects.

Since being initially reported in December 2019, the outbreak of COVID-19 has spread globally and created considerable health risks in the United States and around the world, resulting in severely adversely impacted global, national and regional economic activity, and has contributed to significant volatility and negative pressure in financial markets.

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the U.S. federal government declared a national emergency concerning the COVID-19 outbreak.

Several countries, including the United States, took steps to restrict air travel, and many state and local governments have instituted and continue to impose additional measures, including quarantines, states of emergency, mandatory business and school closures, “shelter-at-home” and similar orders and other restrictions on travel and large gatherings, as well as initiatives such as “social distancing” guidelines.

In connection with these actions, state governments and/or regulatory authorities issued various directives, mandates, orders or similar actions that resulted in the closure of non-essential businesses, which included substantially all of our tenants’ operations, including at our properties, as well as our golf courses.

While such governmental and regulatory measures have in many jurisdictions been lifted or modified, resulting in the reopening of most of our tenants’ operations at our properties, there can be no assurance that such restrictions will not be reinstated, new restrictions will not be imposed or closures required as a result of an increase in COVID-19 infections, or that other developments will not take place that would further limit our tenants’ operations, including at our properties.

In addition, our tenants have experienced a substantial number of cancellations and reductions in future events and reservations in connection with the uncertain duration of the COVID-19 pandemic and business closures.

Following the reopening of our tenants’ businesses, they faced, and continue to face, additional challenges with respect to restoring business activity, operations and financial performance to pre-pandemic levels, in particular as a result of changes in customer engagement.

This reduced business activity has, and possible future closures may continue to, adversely affect our tenants’ financial performance, and such impact could be material to us depending on the ultimate duration of the pandemic and operational restrictions affecting our tenants’ ability to restore business activity and operations to pre-pandemic levels.

These closures, operational restrictions and reduced business activity could also materially and adversely affect our tenants’ ability to meet their respective financial obligations going forward, including their obligations under our leases to pay us rent and make capital expenditures, which could have a material adverse effect on our business, results of operations and liquidity.

Although all of our tenants have fulfilled their rent obligations in full through February, we cannot predict with confidence future developments with respect to our tenants’ operations at our properties, including the potential for further closures or restrictions, or if and when they will return to pre-pandemic performance levels.

As the duration of the pandemic and operational restrictions lengthens, our tenants’ liquidity positions may become more stressed which may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications to such obligations.

Any such modifications to our tenants’ obligations to us under our leases may have an adverse effect on our business.

Even if our tenants are able to fulfill their obligations to us, their inability to meet their financial obligations to their creditors or other counterparties could also have a material adverse effect on our business.

The financial impact of the COVID-19 pandemic, including a failure of any of our tenants to make full rental payments, or any other default by our tenants, under our Lease Agreements, could also negatively impact our or our tenants’ future compliance with financial covenants of existing and any future credit facilities and indebtedness, and result in a default and potentially an acceleration event, which non-compliance could negatively impact our or our tenants’ ability to make additional borrowings, including borrowings under our Revolving Credit Facility, issue additional indebtedness and otherwise operate our respective businesses.

Furthermore, the outbreak has triggered an economic contraction in the United States and a material global economic slowdown, which many experts predict may continue well beyond the lifting of governmental restrictions related to COVID-19 and result in changes to consumer behavior or other detrimental effects, thereby negatively affecting an economic recovery in

the gaming sector.

Any sustained economic slowdown, contraction or recession, or the impact thereof, such as through decreased rates of employment or broader changes in consumer behavior, may further materially and adversely affect our tenants’ financial performance and ability to meet such obligations.

We cannot predict with confidence when applicable government or regulatory orders, or travel and other restrictions, including orders and restrictions re-imposed in connection with the increase in the COVID-19 infection rate in the fourth quarter of 2020, will end or whether and on what timeline our tenants’ performance will improve or return to pre-pandemic levels.

In addition, due to the current volatility in the debt and equity markets, we may be unable to obtain financing for future acquisitions on satisfactory terms, or at all.

Continuing disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to debt and equity capital in order to fund business operations, if necessary, or address maturing liabilities on a timely basis, as well as our tenants’ ability to fund their business operations, meet their obligations to us, and secure financing for any future or pending transactions.

The full extent to which our business and results of operations will ultimately be affected by the COVID-19 pandemic and resulting economic slowdown, contraction or recession, and the extent to which such factors continue to adversely affect our tenants, will largely depend on future developments, including the duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution and efficacy of one or more vaccines, new or mutated strains of COVID-19 or a similar virus (including vaccine-resistant strains), and the direct and indirect economic effects of the pandemic and containment measures on our tenants, including the length of time our tenants’ operations at our properties remain restricted or whether the properties are required to partially or fully close again in the future, and our tenants’ financial performance during such closure and following reopening.

In addition, new information may continue to emerge concerning the COVID-19 pandemic, such as the availability, distribution and efficacy of one or more vaccines, new or mutated strains of COVID-19 or a similar virus (including vaccine-resistant strains), other actions required to be undertaken to contain the COVID-19 pandemic or address its future impact, the response of the U.S. and global economies and the short- and long-term impact of the COVID-19 pandemic on our tenants’ operations at our properties, which could further materially and adversely impact our business and results and operations.

The occurrence of any of the foregoing events or any other related matters could materially and adversely affect our business, financial condition, liquidity, results of operations, prospects and the value of our common stock.

The immediate and long-term effects of the COVID-19 pandemic on the gaming industry could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.

The COVID-19 pandemic has had a severe and unprecedented impact on the gaming industry.

Measures implemented to prevent its spread, including mandatory closure of non-essential businesses and government-imposed restrictions on travel and social gatherings, have had a significant adverse effect on the gaming industry.

As a result of these measures, gaming facilities throughout the United States, including all of our tenants’ facilities at our properties, were temporarily closed, although such measures have in many jurisdictions been lifted or modified, resulting in the resumption of our tenants’ operations at our properties, although in many cases at reduced levels.

During this period, many gaming companies face additional financial uncertainty or are generating substantially reduced revenue and have sought or taken measures intended to maintain liquidity and solvency, including employee furloughs and layoffs, reduced operating and capital expenditure budgets, and contractual relief or other accommodations with creditors, lenders and other counterparties.

There is no guarantee that existing government-imposed restrictions on travel and social gatherings will be lifted in the near term, that additional government-imposed restrictions will not be implemented, or that previous restrictions that were lifted or modified, will not be reinstated.

Moreover, the ultimate impact of the COVID-19 pandemic on the gaming industry, the timing and extent of government-imposed restrictions and the performance of gaming facilities is highly uncertain and cannot be predicted with confidence.

Historically, economic indicators such as GDP growth, consumer confidence and employment are correlated with demand for gaming, entertainment and leisure properties, such as casinos and racetracks, and economic recessions, contractions or slowdowns have generally led to a decrease in discretionary spending on associated leisure activities.

Long-term impacts of the COVID-19 pandemic, such as decreases in discretionary spending or changing consumer preferences brought about by instability in global, national and regional economic activity and financial markets as a result of the COVID-19 pandemic, could have a material adverse effect on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming industry.

Because we are dependent on the gaming industry, the immediate and long-term effects of the COVID-19 pandemic on the gaming industry could be material and adverse to our business, financial condition, liquidity, results of operations and prospects.

Currently, a substantial majority of our revenue comes from our leases with subsidiaries of Caesars, Penn National, Hard Rock, JACK Entertainment and Century Casinos, with the most significant percentage of our revenues coming from Caesars.

In addition, Caesars relies on our properties, the Caesars Forum Convention Center and their other operations to satisfy their payment obligations under the Forum Convention Center Mortgage Loan.

As a result of the COVID-19 pandemic, state governments and/or regulatory authorities issued various directives, mandates, orders or similar actions resulting in the closure of non-essential businesses, which included substantially all of our tenants’ operations, including at our properties and the Caesars Forum Convention Center.

Although such measures have generally been lifted or modified, there is significant uncertainty regarding whether and to what extent similar measures will be reinstated, limiting our tenants’ ability to operate their businesses, including at our properties.

Failure by our significant tenants to comply with the terms of their respective leases or to comply with the gaming regulations to which the leased properties are subject could result in, among other things, the termination of an applicable ground lease, requiring us to find another tenant for such property, to the extent possible, and there could be a decrease or cessation of rental payments by such tenants, as the case may be.

Additionally, travel from Southern California to our properties on the Las Vegas Strip may have been affected by the stay at home order announced by the Governor of the State of California in December 2020 in response to increased COVID-19 infection rates and there can be no assurance that additional stay-at-home or similar orders will not be implemented by the State of California or other states.

Substantially all of our revenue is from the Caesars Lease Agreements.

In addition, following the completion of the Eldorado Transaction, the combined Eldorado/Caesars will be our largest tenant.

Failure by the tenants to comply with the terms of their respective leases or to comply with the gaming regulations to which the leased properties are subject could require

us to find another tenant for such property, to the extent possible, and there could be a decrease or cessation of rental payments by the tenants.

If we are required to be found suitable and are found suitable as a landlord, we

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Neither we nor any of our subsidiaries may make a public offering of securities without the prior approval of certain gaming authorities.

Upon completion of the Eldorado Transaction, the initial lease term under each of the Caesars Lease Agreements shall be extended such that the expiration of such initial lease term shall occur 15 years following the completion of the Eldorado Transaction.

At

We may fail to complete the Eldorado Transaction or may not complete it on the contemplated terms.

The completion of the Eldorado Transaction is subject to certain customary regulatory and other closing conditions, many of which are beyond our control, including the closing of the Eldorado/Caesars Merger to which we are not a party, which make the completion and timing thereof uncertain; there can be no assurance that such conditions will be satisfied on the anticipated schedule, or at all.

Completion of certain of the transactions contemplated by the Master Transaction Agreement, such as the put/call agreement relating to the Centaur Properties, the Horseshoe Baltimore ROFR, the Las Vegas ROFR and certain lease modifications, are subject to the negotiation of definitive documentation and, while the principal terms of these transactions are specified in the Master Transaction Agreement, there can be no assurance that we will be successful in negotiating definitive documentation.

If one or more of the transactions contemplated by the Eldorado Transaction is not completed on the anticipated schedule, on the contemplated terms or at all, we could be subject to a number of risks that may adversely affect our business and the market price of our common stock, including:

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| • | we have incurred and expect to continue to incur significant transaction expenses relating to the Eldorado Transaction, such as legal, accounting and financial advisory fees, whether or not the Eldorado Transaction is completed; |

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| • | time and resources committed by our management to matters relating to the Eldorado Transaction could otherwise have been devoted to pursuing other opportunities; |

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| • | the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Eldorado Transaction will be completed; |

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| • | if we physically settle the Forward Sale Agreements prior to identifying a suitable alternative use of the proceeds thereof, our stockholders may experience significant dilution; and |

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| • | we would not realize the potential benefits, including the increased rental revenue, that we expect to realize from consummating these transactions, and our earnings, FFO and AFFO per share could be materially and adversely affected. |

We cannot provide any assurance that each of the transactions contemplated by the Eldorado Transaction will be completed or that there will not be a delay in the completion of any or all of these transactions.

If the Eldorado Transaction is not consummated, our reputation in our industry and in the investment community could be damaged, and the market price of our common stock could decline.

Even if the Eldorado Transaction is completed, we may not achieve the intended benefits, and the Eldorado Transaction may disrupt our current plans or operations.

If the Eldorado Transaction is completed, there can be no assurance that we will be able to realize the intended benefits of such transaction.

If the Eldorado/Caesars Merger is consummated, we may be obligated to complete the Eldorado Transaction even if, during the pendency of the Eldorado/Caesars Merger, the finances and operations of Eldorado are materially and adversely impacted.

*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 [removed: Inc., the combined Financial Statements and notes thereto of Caesars Entertainment Outdoor] [added: Inc.] 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* [removed: [*“Risk Factors”*](#s5EFDC7FC127F5E14999BA664280F6F8F)] [added: *[“Risk Factors”](#icef3bee4d3dc4e848494aecc5e0c6c96_19)*] *section 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 statements*.

We are [added: a Maryland corporation that is] primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations.

The financial information included in this Annual Report on Form 10-K are our consolidated results (including the real property business and the golf course business) for the [removed: year] [added: years] ended December 31, [added: 2020,] 2019 and [removed: 2018 and the period from October 6, 2017 (Formation Date) to December 31, 2017.][added: 2018.]

[removed: Unsecured] [added: The increase is primarily attributable to the increase in debt of $4.75 billion from the] February 2020 Senior [added: Unsecured] Notes [removed: Offering and Redemption] [added: offering] and [removed: Repayment] [added: the November 2019 Senior Unsecured Notes offering, partially offset by a $2.05 billion reduction in debt as a result] of the [added: full redemption of the] Second Lien [removed: Notes][added: Notes in February 2020 and full repayment of the CPLV CMBS Debt in November 2019.]

On February 5, 2020, the [removed: Operating Partnership] [added: Issuers] issued (i) $750.0 million in aggregate principal amount of [removed: 3.500% senior unsecured notes due 2025,] [added: 2025 Notes,] (ii) $750.0 million in aggregate principal amount of [removed: 3.750% senior unsecured notes due] 2027 [added: Notes] and (iii) $1.0 billion [added: in aggregate principal amount] of [removed: 4.125% senior unsecured notes due 2030.][added: 2030 Notes.]

[removed: We placed $2.0 billion of the net proceeds into escrow pending the consummation of the Eldorado Transaction, and] [added: On February 20, 2020, we] used the remaining net proceeds from the 2025 Notes, together with cash on hand, to redeem in full the outstanding $498.5 million in aggregate principal amount of the Second Lien Notes plus the Second Lien Notes Applicable [removed: Premium, which resulted in] [added: Premium for] a total redemption [removed: amount] [added: cost] of approximately $537.5 million.

[added: (*1)] The 2025 [added: Notes, 2026 Notes, 2027 Notes, 2029] Notes [added: and 2030 Notes] will mature on February 15, 2025, [removed: the 2027 Notes will mature on] [added: December 1, 2026,] February 15, [removed: 2027] [added: 2027, December 1, 2029] and [removed: the 2030 Notes will mature on] August 15, [removed: 2030.][added: 2030, respectively.*]

[added: - Acquisition of JACK Cleveland/Thistledown.] On January 24, 2020, we completed the [removed: previously announced transaction to acquire] [added: acquisition of] the [removed: casino-entitled land and] real estate [removed: and related assets] of [removed: the] JACK [removed: Cleveland Casino,] [added: Cleveland,] located in Cleveland, Ohio and [removed: the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of the] JACK [removed: Thistledown Racino] [added: Thistledown,] located in North Randall, Ohio [added: (the “JACK Cleveland/Thistledown Acquisition”)] from [removed: affiliates of] JACK Entertainment, for approximately $843.3 [removed: million in cash (the “JACK Cleveland/Thistledown Acquisition”).][added: million.]

Simultaneous with the closing of the JACK Cleveland/Thistledown Acquisition, we entered into a master triple-net lease agreement for JACK Cleveland and JACK Thistledown with [removed: subsidiaries] [added: a subsidiary] of JACK Entertainment.

[removed: The lease has an initial] [added: Initial] total annual rent [removed: of $65.9][added: under the lease with EBCI will be $32.5 million.]

[removed: million and] [added: The lease will have] an initial term of 15 years, with four [removed: five-year] [added: 5-year] tenant renewal options.

The tenant’s obligations under the lease are guaranteed by Rock Ohio Ventures [removed: LLC (“Rock Ohio Ventures”).][added: LLC.]

Additionally, we made a $50.0 million loan [removed: (the “ROV Loan”)] to affiliates of Rock Ohio Ventures [added: LLC] secured by, among other things, certain non-gaming real estate assets owned by such affiliates and guaranteed by Rock Ohio [removed: Ventures.][added: Ventures LLC.]

[removed: Repricing of] [added: | | | |] Term Loan B [removed: Facility][added: Facility (2) | | | | | | 2,100,000 | | | | | | — | | | | | | 10,000 | | | | | | 22,000 | | | | | | 2,068,000 | | | | | | — | | |]

On January 24, 2020, VICI PropCo entered into Amendment No. 1 to the Amended and Restated Credit Agreement, which, among other things, reduced the interest rate on the [removed: Propco] Term Loan B Facility from LIBOR plus 2.00% to LIBOR plus 1.75%.

The annual rent payments under the [removed: Non-CPLV] [added: Regional Master] Lease Agreement [removed: will] remain unchanged following completion of the disposition.

The [removed: master] lease has an initial total annual rent of [removed: $25.0] [added: $65.9] million [removed: and] [added: and, as subsequently amended,] an initial term of [removed: 15] [added: 20] years, with [removed: four] [added: three (rather than four)] five-year tenant renewal options.

The tenant’s obligations under the lease [removed: are] [added: will be] guaranteed by [removed: Century Casinos.][added: EBCI.]

[removed: | • | *CPLV Lease Agreement Amendment*.] [added: ◦*Creation of Las Vegas Master Lease.*] In consideration of a payment by us to [removed: Eldorado] [added: (i) the tenant under the CPLV Lease Agreement] of $1,189.9 [removed: million, we] [added: million (the “CPLV Lease Amendment Payment”)] and [added: (ii) the tenant under the HLV Lease Agreement of $213.8 million (the “HLV Lease Amendment Payment”), upon the consummation of the] Eldorado [removed: will amend] [added: Transaction, (a)] the CPLV Lease Agreement [added: was amended] to [removed: (i)] [added: (A) combine the CPLV Lease Agreement and the HLV Lease Agreement into a single Las Vegas Master Lease Agreement, (B)] increase the annual rent payable to us [removed: under the CPLV Lease Agreement] [added: thereunder associated with Caesars Palace Las Vegas] by $83.5 million (the “CPLV Additional Rent [added: Acquisition”), (C) increase the annual rent payable to us thereunder with respect to the Harrah’s Las Vegas property by $15.0 million (the “HLV Additional Rent] Acquisition”) and [removed: (ii)] [added: (D)] provide for the amended terms described [removed: below. |][added: below, and (b) the HLV Lease Agreement and the related lease guaranty were terminated.]

[added: Upon the consummation of the Eldorado Transaction, the] right of first refusal [removed: that we have with respect to the Centaur Properties will terminate] [added: agreement terminated,] and we [removed: will enter] [added: entered] into [removed: a put/call agreement with Eldorado,] [added: the Centaur Put-Call Agreement,] whereby (i) we [removed: will] have the right to acquire all of the land and real estate assets associated with the Centaur Properties at a price equal to 13.0x the initial annual rent of each facility (determined as provided below), and to simultaneously lease back each such property to a subsidiary of [removed: Eldorado] [added: Caesars] for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3x rent coverage) and (ii) [removed: Eldorado] [added: Caesars] will have the right to require us to acquire the Centaur Properties at a price equal to 12.5x the initial annual rent of each facility, and to simultaneously lease back each such Centaur Property to a subsidiary of [removed: Eldorado] [added: Caesars] for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3x rent coverage).

The [removed: put/call agreement will provide] [added: Centaur Put-Call Agreement provides] that the leaseback of the Centaur Properties will be [removed: implemented through addition of the Centaur Properties to the Non-CPLV Lease Agreement.]

[removed: | • | *Las Vegas Strip Assets ROFR*. We will enter into a right] [added: Upon the consummation] of [removed: first refusal agreement with] [added: the] Eldorado [removed: (the “Las] [added: Transaction, we entered into the Las] Vegas [removed: ROFR”) whereby] [added: Strip ROFR Agreement pursuant to which] we [removed: will] have the first right, with respect to the first two [removed: of certain specified] Las Vegas Strip assets [added: described below] that [removed: Eldorado] [added: Caesars] proposes to sell, whether pursuant to a sale leaseback or a WholeCo sale, to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should [removed: Eldorado] [added: Caesars] elect to pursue a WholeCo sale). [removed: Pursuant to the Master Transaction Agreement, the specified Las Vegas Strip assets subject to the Las Vegas ROFR will be the land and real estate assets associated (i) with respect to the first such asset subject to the Las Vegas ROFR, the Flamingo Las Vegas, Paris Las Vegas, Planet Hollywood and Bally’s Las Vegas gaming facilities, and (ii) with respect to the second asset subject to the Las Vegas ROFR, the foregoing assets plus The LINQ gaming facility. If we enter into a sale leaseback transaction with Eldorado on any of these facilities, the leaseback will be implemented through the addition of such properties to the CPLV Lease Agreement. |]

[removed: | • |] [added: -] *Horseshoe Baltimore ROFR.* [removed: We and] [added: Upon the consummation of the] Eldorado [removed: agreed to enter] [added: Transaction, we entered] into a right of first refusal agreement [added: with Caesars (the “Horseshoe Baltimore ROFR Agreement”)] pursuant to which we [removed: will] have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility (subject to any consent required from Caesars’ joint venture partners with respect to this [removed: asset) (the “Horseshoe Baltimore ROFR”). |][added: asset).]

[removed: | • | *CPLV CMBS Refinancing*. We were obligated to cause the CPLV CMBS Debt to be repaid in full prior to] [added: During] the [removed: closing] [added: year ended December 31, 2019, we recognized a loss on extinguishment] of [removed: the Eldorado/Caesars Merger. Eldorado has agreed to reimburse us for 50%] [added: debt] of [removed: our out-of-pocket costs in connection with] [added: $58.1 million resulting from] the [added: $110.8 million] prepayment penalties associated with [removed: refinancing] the [removed: CPLV CMBS Debt (which reimbursement obligations exist pursuant to the MTA regardless] [added: full repayment] of [removed: whether the Eldorado/Caesars Merger is consummated). We repaid the] [added: our] CPLV CMBS Debt in [removed: full in] November [removed: 2019 resulting in a prepayment penalty] [added: 2019, net] of [removed: $110.8 million,] $55.4 million of which [removed: will be] [added: was] reimbursed by Eldorado. [removed: Due to the prepayment of the CPLV CMBS Debt, we recognized a loss on extinguishment of debt of $58.1 million during the year ended December 31, 2019, the majority of which related to the prepayment penalty. |]

[removed: “Risk Factors”](#s5EFDC7FC127F5E14999BA664280F6F8F).][added: Risk Factors](#icef3bee4d3dc4e848494aecc5e0c6c96_19).]

On May 15, 2019, we amended our Revolving Credit Facility to, among other things, increase borrowing capacity by [removed: $600] [added: $600.0] million to a total of $1.0 billion and extend the maturity date to May 2024.

[removed: Borrowings] [added: After giving effect to the amendments executed on May 15, 2019, borrowings] under the Revolving Credit Facility [removed: initially bore] [added: bear] interest at a rate based on a leverage-based pricing grid with a range of 1.75% to 2.00% over [removed: LIBOR (London Interbank Offered Rate),] [added: LIBOR,] or between 0.75% and 1.00% over the base [removed: rate, in each case] [added: rate] depending on our total net debt to adjusted total assets ratio.

[removed: On January 3,] [added: As of December 31, 2020 and] 2019, we [removed: entered into two additional] [added: had six] interest rate swap agreements [added: outstanding] with third-party financial institutions having an aggregate notional amount of [removed: $500.0 million.][added: $2.0 billion at a blended LIBOR rate of 2.7173%.*]

Subsidiaries of [removed: Caesars] [added: Caesars,] Penn National, Hard Rock, Century Casinos and JACK Entertainment are the lessees of all of our properties pursuant to the Lease Agreements, and Caesars, [removed: CRC,] Penn National, Seminole Hard Rock, Century Casinos or Rock Ohio Ventures LLC guarantees the obligations of [removed: the] [added: their respective subsidiary] tenants under the Lease Agreements.

The Lease Agreements account for [removed: substantially all] [added: a substantial majority] of our revenues.

Accordingly, we are dependent on our tenants, 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 any of our tenant’s business, financial condition, liquidity, results of operations or [removed: prospects] [added: prospects, such as the ongoing COVID-19 pandemic,] would have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

See [Item 1A “Risk Factors—Risks Related to Our Business and [removed: Operations.”](#s5EFDC7FC127F5E14999BA664280F6F8F)][added: Operations.”](#icef3bee4d3dc4e848494aecc5e0c6c96_19).]

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

Additionally, we expect to grow our portfolio through acquisitions by pursuing opportunities to execute sale leaseback transactions with [removed: the combined Eldorado/Caesars (following the closing of the Eldorado Transaction),] [added: Caesars,] including pursuant to: (i) the Centaur Properties [removed: Put/Call] [added: Put-Call] Agreement; (ii) the Caesars Forum [removed: Put/Call] [added: Put-Call] Agreement; and (iii) the Las Vegas Strip ROFR [added: Agreement] and Horseshoe Baltimore [removed: ROFR.][added: ROFR Agreement.]

However, [removed: the combined Eldorado/Caesars entity] [added: Caesars] will make an independent financial decision regarding whether to [added: sell properties and therefore] trigger the rights of first refusal under the Las Vegas [added: Strip] ROFR [added: Agreement] and [added: the] Horseshoe Baltimore [removed: ROFR,] [added: ROFR Agreement,] and we will make an independent financial decision whether to purchase the [removed: properties.][added: properties in each instance.]

Finally, we believe the approximately 34 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that we own [removed: will] [added: may] provide attractive opportunities for potential future expansion and development.

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

Our operating and financial performance in the future will be significantly influenced by the success of our acquisition strategy, and the timing and the availability and terms of financing of any acquisitions that we may [removed: complete.][added: complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance, including the impact of the COVID-19 pandemic.]

We can provide no assurance that we will exercise any of our contractual rights to purchase one or more properties from [removed: Caesars (or the combined Eldorado/Caesars following the closing of the Eldorado Transaction),] [added: Caesars,] that [removed: the combined Eldorado/Caesars entity] [added: Caesars] will trigger the rights of first offer under the Las Vegas [added: Strip] ROFR [added: Agreement] and Horseshoe Baltimore [removed: ROFR,] [added: ROFR Agreement,] or that we will otherwise be successful in acquiring any properties (whether subject to the Las Vegas [removed: ROFR,] [added: Strip ROFR Agreement,] the Horseshoe Baltimore [removed: ROFR,] [added: ROFR Agreement,] or otherwise).

We lease our properties to subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment, with Caesars being our largest tenant.

Key 2020 Highlights

Operating Results

- Collected 100% of rent in cash.

- Total revenues increased 37.0% year-over-year to $1.2 billion.

- Net income attributable to common stockholders was $891.7 million, or $1.75 per diluted share.

- AFFO increased 28.7% year-over-year to $835.8 million and AFFO per diluted share increased 10.8% to $1.64.

Acquisition and Investment Activity

- Completed $4.6 billion of acquisitions and investments, including:

◦Acquisition of the real estate assets of Harrah’s New Orleans, Harrah’s Laughlin, and Harrah’s Atlantic City and modification of certain provisions of the Caesars Lease Agreements in connection with the Eldorado/Caesars Merger for total consideration of approximately $3.2 billion; and

◦Acquisition of the real estate assets of JACK Cleveland/Thistledown for total consideration of approximately $843.3 million.

◦Originated $575.0 million of mortgage loan investments, including our first investment outside of gaming through an $80.0 million mortgage loan secured by Chelsea Piers New York, a sports and entertainment complex located in New York City.

- Added $318.4 million of contractual rent on an annualized basis to our real estate portfolio.

Capital Markets and Financing Activity

- Increased our quarterly cash dividend to $0.33 per share (or $1.32 per share on an annualized basis), representing a 10.9% increase compared to our previous quarterly dividend.

- Completed an equity offering in which 29,900,000 shares were sold through a forward sale agreement at $22.15 per share, raising gross proceeds of $662.3 million, with 3,000,000 shares subsequently settled for net proceeds to us of approximately $63.0 million and 26,900,000 shares remaining for settlement under the forward sale agreement.

- Settled all 65,000,000 shares of the Company's outstanding June 2019 forward sale agreements for net proceeds of approximately $1.3 billion.

- Issued 7,500,000 shares under the Company’s ATM Program for net proceeds of approximately $200.0 million

- Issued $2.5 billion of Senior Unsecured Notes at a blended and weighted average interest rate of 3.83% and used $500.0 million of those proceeds to redeem our 8% Second Lien Notes that were scheduled to mature in 2023.

- Repriced our Term Loan B Facility and lowered the interest rate from L + 2.00% to L + 1.75%.

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SUMMARY OF SIGNIFICANT 2020 ACTIVITIES

Acquisition and Investment Activity

- Caesars Forum Convention Center Mortgage Loan. On September 18, 2020, we provided a $400.0 million mortgage loan to Caesars that is secured by the Caesars Forum Convention Center.

The loan bears interest at an initial rate of 7.7%, has a term of five years and is prepayable beginning in year three, subject to certain conditions.

The Caesars Forum Convention Center is subject to the A&R Convention Center Put-Call Agreement between Caesars and us, with our call option being accelerated to 2025 in connection with the entry into the mortgage loan.

- Chelsea Piers Mortgage Loan. On August 31, 2020, we entered into an $80.0 million mortgage loan agreement with Chelsea Piers New York (“Chelsea Piers”) secured by the Chelsea Piers complex in New York City, pursuant to which we provided an initial $65.0 million term loan and a $15.0 million delayed draw term loan (which remains undrawn), subject to certain conditions.

The loan bears interest at a rate of 7.0% per annum and has a term of seven years.

- Consummation of the Eldorado Transaction. On July 20, 2020, concurrent with the consummation of the Eldorado/Caesars Merger, we consummated the Eldorado Transaction contemplated by the Master Transaction Agreement and associated agreements.

The closing of the Eldorado Transaction includes the consummation of the transactions contemplated by the below described agreements.

Refer to [Note 4](#icef3bee4d3dc4e848494aecc5e0c6c96_145) [- Property Transactions](#icef3bee4d3dc4e848494aecc5e0c6c96_145) for further details.

◦*Acquisition of the MTA Properties.* We acquired all of the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (collectively, the “MTA Properties”) for an aggregate purchase price of $1,823.5 million (the “MTA Properties Acquisitions”).

The Regional Master Lease Agreement was amended to, among other things, include each such property, with initial aggregate total annual rent payable to us increased by $154.0 million to $621.7 million, to extend the initial lease term to July 2035 and to adjust certain minimum capital expenditure requirements and other related terms and conditions as a result of the MTA Properties being included in the Regional Master Lease Agreement.

As a result of such amendments, the Harrah’s Las Vegas property is also now subject to the higher rent escalator under the Las Vegas Master Lease Agreement.

- *Lease Amendments and Terminations.* Each of the Caesars Lease Agreements was amended to, among other things, (i) remove the rent coverage floors, which coverage floors served to reduce the rent escalators under such leases in the event that the “EBITDAR to Rent Ratio” (as defined in the applicable Caesars Lease Agreements) coverage was below the stated floor and (ii) extend the term of each such lease to July 2035 to ensure that each lease will have a full 15-year initial lease term following the consummation of the Eldorado Transaction.

*•Centaur Properties Put-Call Agreement*.

Prior to the consummation of the Eldorado Transaction, we were party to a right of first refusal agreement with affiliates of Pre-Merger Caesars with respect to the Centaur Properties.

[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)

implemented through the addition of the Centaur Properties to the Regional Master Lease Agreement.

- *Las Vegas Strip Assets ROFR*.

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 of CEOC and certain of its subsidiaries, including four golf course businesses, were transferred through a series of transactions to us.

Following the Formation Date, we are a stand-alone entity that was initially owned by certain former creditors of CEOC.

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

Other financial information included, beginning on page F-50 of this Annual Report on Form 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 from January 1, 2017 to October 5, 2017.

Summary of Significant 2019 Activities (and Significant Activities Subsequent to Year-End)

Since January 1, 2019 our significant activities, in reverse chronological order, are as follows:

Interest on the 2025 Notes will accrue at a rate of 3.500% per annum, interest on the 2027 Notes will accrue at a rate of 3.750% per annum and interest on the 2030 Notes will accrue at a rate of 4.125% per annum.

Interest on the February 2020 Unsecured Notes will be payable semi-annually in cash in arrears on February 15 and August 15 of each year, commencing on August 15, 2020.

The indentures governing the February 2020 Senior Unsecured Notes contain certain covenants substantially similar to those in the indentures governing the November 2019 Senior Unsecured Notes, and the February 2020 Senior Unsecured Notes are guaranteed by the guarantors of the November 2019 Senior Unsecured Notes.

Closing of Purchase of JACK Cleveland/Thistledown

The ROV Loan bears interest at 9.0% per annum for a period of five years with two one-year extension options.

Sale of Harrah’s Reno

On December 31, 2019 we and Caesars entered into a definitive agreement to sell the Harrah’s Reno asset for $50.0 million to a third party.

We are entitled to receive 75% of the proceeds of the sale and Caesars is entitled to receive 25% of the proceeds.

Closing of Purchase of Century Portfolio

On December 6, 2019, we completed the previously announced transaction to acquire the land and real estate assets of (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri from affiliates of Eldorado, for approximately $277.8 million, and a subsidiary of Century Casinos acquired the operating assets of the Century Portfolio for approximately $107.2 million (together, the “Century Portfolio Acquisition”).

Simultaneous with the closing of the Century Portfolio Acquisition, we entered into a master triple-net lease agreement for the Century Portfolio with a subsidiary of Century Casinos.

Unsecured November 2019 Senior Notes Offering and Repayment of the CPLV CMBS Debt

On November 26, 2019, the Operating Partnership issued (i) $1,250 million in aggregate principal amount of 4.250% Senior Notes due 2026, and (ii) $1,000 million in aggregate principal amount of 4.625% Senior Notes due 2029.

We used the proceeds of the offering to repay in full the CPLV CMBS Debt, and pay certain fees and expenses, and any remaining net proceeds were used to complete the purchase of the JACK Cleveland/Thistledown Acquisition.

The 2026 Notes will mature on December 1, 2026, and the 2029 Notes will mature on December 1, 2029.

Interest on the 2026 Notes will accrue at a rate of 4.250% per annum, and interest on the 2029 Notes will accrue at a rate of 4.625% per annum.

Interest on the Notes will be payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on June 1, 2020.

Closing of Purchase of Hard Rock Cincinnati

On September 20, 2019, we completed the previously announced transaction to acquire the casino-entitled land and real estate and related assets of Hard Rock Cincinnati, located in Cincinnati, Ohio from affiliates of JACK Entertainment LLC, for approximately $558.3 million, and a subsidiary of Hard Rock acquired the operating assets of the Hard Rock Cincinnati Casino for $186.5 million (together, the “Hard Rock Cincinnati Acquisition”).

Simultaneous with the closing of the Hard Rock Cincinnati Acquisition, we entered into a triple-net lease agreement for Hard Rock Cincinnati with a subsidiary of Hard Rock.

The lease has an initial total annual rent of $42.8 million and an initial term of 15 years, with four five-year tenant renewal options.

The tenant’s obligations under the lease are guaranteed by Seminole Hard Rock Entertainment, Inc.

Eldorado Transaction

On June 24, 2019, we entered into a master transaction agreement (the “Master Transaction Agreement” or “MTA”) with Eldorado relating to the transactions described below (collectively, the “Eldorado Transaction”), all of which are conditioned upon consummation of the closing of the merger contemplated under an Agreement and Plan of Merger (the “Eldorado/Caesars Merger Agreement”) pursuant to which a subsidiary of Eldorado will merge with and into Caesars, with Caesars surviving as a wholly owned subsidiary of Eldorado.

Upon closing of the merger, Eldorado will be renamed Caesars.

Any references to Eldorado in the subsequent transaction discussion refer to the combined Eldorado/Caesars subsequent to the closing of the Eldorado/Caesars Merger, as applicable.

The Eldorado Transaction and the Eldorado/Caesars Merger are both subject to regulatory approvals and customary closing conditions.

Eldorado has publicly disclosed that it expects the Eldorado/Caesars Merger to be completed in the first half of 2020.

However, we can provide no assurances that the Eldorado/Caesars Merger or the Eldorado Transaction described herein will close

in the anticipated timeframe, on the contemplated terms or at all.

We intend to fund the Eldorado Transaction with a combination of cash on hand, proceeds from the settlement of our forward sales agreements entered into as part of our June equity offering, as described in [Note 11 - Stockholders’ Equity](#sC4D9CD2C6B105947BFCE48E61AC016B2) in the Notes to our Financial Statements, and with the proceeds from our February 2020 Senior Unsecured Notes Offering.

The Master Transaction Agreement contemplates the following transactions:

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $4,848.5] [added: $6,850.0] million of debt outstanding of which [removed: $2,748.5] [added: $4,750.0] million was fixed rate debt and $2,000.0 million was hedged variable rate debt, the remaining $100.0 million of our indebtedness was unhedged.

As of December 31, [removed: 2019,] [added: 2020,] 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.

Subsequent to year end, on January 22, 2021, two of our interest rate swaps with a notional balance of $500.0 million matured and, as a result, subsequent to January 22, 2021, $600.0 million of our indebtedness was unhedged.

After January 22, 2021, a one percent increase or decrease in the annual interest rate on our unhedged variable rate borrowings of $600.0 million would increase or decrease our annual cash interest expense by approximately $6.0 million.

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Across [removed: approximately 40] [added: over 47] million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twelve states, contain approximately [removed: 15,600] [added: 17,800] hotel rooms and feature over [removed: 180] [added: 200] restaurants, bars and nightclubs.

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

We believe we have [added: a] mutually beneficial [removed: relationships] [added: relationship] with [added: each of] Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment, all of which are leading owners and operators of gaming, entertainment and leisure properties.

As a growth focused public real estate [removed: company,] [added: investment trust with long-term investments,] we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and [removed: hospitality.][added: hospitality over the long term.]

Pursuant to the terms of the Lease Agreements, which require our tenants to invest in our [removed: properties,] [added: properties (subject in certain cases to temporary relief we granted certain tenants on a portion of their capital expenditure obligations in connection with the impact of the COVID-19 pandemic),] and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position.

In addition, given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio [removed: acquisitions] [added: acquisitions, as well as other investments,] to augment [removed: growth.][added: growth as market conditions allow, with a focus on disciplined capital allocation.]

Our properties are well-maintained and leased to leading brands such as Caesars, Harrah’s, [added: Harvey’s,] Horseshoe, [removed: Bally’s,] Margaritaville, Greektown, JACK, Hard Rock, Century and Mountaineer.

We believe our properties are [added: generally] well-insulated from incremental competition as a result of high replacement costs, as well as regulatory restrictions and long-lead times for new development.

Our portfolio is anchored by our Las Vegas properties, Caesars Palace Las Vegas and Harrah’s Las Vegas, which are located at the center of the [added: Las Vegas] Strip.

We believe Las Vegas is [added: historically] a market characterized by steady economic growth and high consumer and business demand with limited new [removed: supply.][added: supply, although such characteristics have been negatively impacted due to the COVID-19 pandemic.]

The regional properties we own include award-winning land-based and dockside casinos, hotels and entertainment facilities that are [added: generally] market leaders within their respective regions.

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

Under the terms of the Lease Agreements, [removed: the] [added: our] tenants are required to continue to invest in [removed: the] [added: our] properties, which we believe enhances the value of our properties and maintains their competitive market position.

All of our casino resort properties are established [removed: assets] [added: assets, in most cases] with extensive operating histories.

Caesars guarantees the payment obligations of our tenants under the [removed: Formation] [added: Caesars] Lease Agreements, [removed: CRC, a subsidiary of Caesars, guarantees the payment obligations of our tenant under the HLV Lease Agreement,] Penn National guarantees the payment obligations of our tenant under the Penn National Lease Agreements, Seminole Hard Rock guarantees the payment obligations of our tenant under the Hard Rock Cincinnati Lease Agreement, Century Casinos guarantees the payment obligations of our tenant under the Century Portfolio Lease Agreement and Rock Ohio Ventures LLC guarantees the payment obligations of our tenants under the JACK Cleveland/Thistledown Lease Agreement.

Our other tenants operate their own customer loyalty rewards [removed: programs] [added: programs,] including Penn National using the mychoice® [removed: reward program and] [added: rewards program,] Hard Rock using the Hard Rock Rewards® [added: program, Century Casinos using the Winners Zone® rewards program and JACK Entertainment using the ClubJACK® rewards] program.

[removed: Experienced management team] [added: A diverse] and independent board of directors with robust [added: business and] corporate [removed: governance][added: governance experience.]

Our [added: diverse and] independent board of directors, which is made [added: up] of highly skilled and seasoned real estate, gaming, hospitality, consumer products and corporate professionals, was [added: originally] established to ensure [removed: that there was] no overlap between our tenants and the companies with which our directors are [removed: affiliated.][added: affiliated and has continued to improve and mature since our formation in 2017.]

Robust corporate governance in the best interests of our stockholders is of central importance to the management of our company, as we have a [removed: separate] [added: separate, independent] Chairman of the [removed: Board and] [added: Board, all members of our board except for our] Chief Executive Officer [added: are independent,] and all members of our audit committee qualify as an “audit committee financial expert” as defined by the SEC.

Directors are elected in uncontested elections by the affirmative vote of a majority of the votes [removed: cast,] [added: cast on an annual basis,] and stockholder approval is required prior to, or in certain circumstances within twelve months following, the adoption by our board of a stockholder rights plan.

The following map and tables summarize our current portfolio of properties, our pending [removed: acquisitions] [added: transactions] and our properties subject to [removed: the] right of first refusal [removed: agreement] [added: agreements] and put/call [removed: agreement, subject to the closing of the Eldorado/Caesars Merger.][added: agreements with Caesars.]

[removed: ][added: ]

| MSA / Property | | | [added: | | | | | |] Location | | [added: | | | |] Approx. Casino Sq. Ft. (000’s) | | [added: | | | |] Approx. Gaming Units | | [removed: Hotel Rooms] | | [added: | | Hotel Rooms | | | | | |] Lease Agreement | [added: | |]

| Current Portfolio - Casinos | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Las Vegas—Destination Gaming | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] Caesars Palace Las Vegas | | [added: | | | |] Las Vegas, NV | | [added: | | | |] 124 | | [removed: 1,600] | | [added: | | 1,660 | | | | | |] 3,970 | | [removed: CPLV] | [added: | | | Las Vegas | | |]

| | [added: | |] Harrah’s Las Vegas | | [added: | | | |] Las Vegas, NV | | [added: | | | |] 89 | | [removed: 1,310] | | [added: | | 1,340 | | | | | |] 2,540 | | [removed: HLV] | [added: | | | Las Vegas | | |]

| San Francisco / Sacramento | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] Harvey’s Lake Tahoe | | [added: | | | |] Lake Tahoe, NV | | [removed: 44] | | [removed: 720] | | [added: 51 | | | | | | 660 | | | | | |] 740 | | [removed: Non-CPLV] | [added: | | | Regional | | |]

| | [added: | |] Harrah’s Lake Tahoe | | [added: | | | |] Stateline, NV | | [removed: 45] | | [added: | | 54 | | | | | |] 830 | | [added: | | | |] 510 | | [removed: Non-CPLV] | [added: | | | Regional | | |]

| Philadelphia | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Chicago | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] Harrah’s Joliet [removed: (3)] [added: (1)] | | [added: | | | |] Joliet, IL | | [added: | | | |] 39 | | [added: | | | |] 1,130 | | [added: | | | |] 200 | | [removed: Joliet] | [added: | | | Regional | | |]

| Cincinnati | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] Hard Rock Cincinnati | | [added: | | | |] Cincinnati, OH | | [added: | | | |] 100 | | [added: | | | |] 1,900 | | [added: | | | |] N/A | | [added: | | | |] Hard Rock Cincinnati | [added: | |]

| Cleveland | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] JACK Cleveland [removed: (4)] | | [added: | | | |] Cleveland, OH | | [added: | | | |] 96 | | [added: | | | |] 1,450 | | [added: | | | |] N/A | | [added: | | | |] JACK Cleveland/Thistledown | [added: | |]

| | [added: | |] JACK Thistledown Racino [removed: (4)] | | [added: | | | |] North Randall, OH | | [added: | | | |] 57 | | [added: | | | |] 1,480 | | [added: | | | |] N/A | | [added: | | | |] JACK Cleveland/Thistledown | [added: | |]

| Dallas | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] Harrah’s Louisiana Downs [removed: (2)] | | [added: | | | |] Bossier City, LA | | [added: | | | |] 12 | | [removed: 830] | | [added: | | 820 | | | | | |] N/A | | [removed: Non-CPLV] | [added: | | | Regional | | |]

We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases.

Our portfolio also includes three secured real estate mortgages that we have originated for strategic reasons, and were in connection with transactions that may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future.

We lease our properties to subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment, with Caesars being our largest tenant.

Despite the ongoing impact and uncertainty of the COVID-19 pandemic, we continue to evaluate and may opportunistically pursue accretive acquisitions or investments that may arise in the market.

We believe our election of REIT status, combined with the income generation from the Lease Agreements, will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to the current macroeconomic impact of the COVID-19 pandemic and market conditions more broadly.

Impact of the COVID-19 Pandemic on Our Business

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency.

Among the broader public health, societal and global impacts, the COVID-19 pandemic resulted in state governments and/or regulatory authorities issuing various directives, mandates, orders or similar actions, resulting in temporary closures of our tenants’ operations at all of our properties.

Our golf course business has also been impacted, with all four courses temporarily ceasing operations in March 2020 as a result of the COVID-19 pandemic, although our golf courses were subsequently reopened in early to mid-May 2020 in compliance with applicable regulations and restrictions.

Although the operations of all of our properties are currently open, they remain subject to any current or future operating limitations or closures imposed by state and local governments and/or regulatory authorities.

As a result, our tenants’ facilities at our properties are generally operating at reduced capacity and subject to additional operating restrictions, and we cannot predict how long they will be required to operate subject to such operating restrictions, or whether they will be subject to additional restrictions or forced to close again in the future.

The full extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, depends on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the availability and efficacy of one or more approved vaccines, and the direct and indirect economic effects of the pandemic and containment measures on our tenants, including our tenants’ financial performance and the duration and extent of operating limitations, reduced capacity requirements and any additional required closures.

We continue to closely monitor the impact of the COVID-19 pandemic on us and our tenants.

In addition to the closure and restriction of their operations, our tenants have experienced a substantial number of cancellations and reductions in future events and reservations in connection with the uncertain duration of the COVID-19 pandemic.

Our tenants have also faced additional challenges with respect to restoring operations, customer engagement and financial performance, although, in many of our tenants’ regional markets their early operational performance following reopening has generally been at or near prior-year levels for such period.

More broadly, the COVID-19 pandemic and the actions taken to contain the pandemic or mitigate its impact have resulted in a prolonged period of significant economic uncertainty, as well as a global economic contraction, which may continue through 2021.

Additional economic effects may continue well beyond the lifting or phasing out of governmental restrictions related to COVID-19 or the immediate public health crisis of the pandemic, or may further impact certain regions, such as Las Vegas, Nevada, thereby negatively affecting an economic recovery in the gaming sector.

Historically, economic indicators such as GDP growth, consumer confidence and employment are correlated with demand for gaming, entertainment and leisure properties, and economic recessions have led to a decrease in gaming revenue, although the impact of such recessions have generally been less volatile than the impact on retail revenue and S&P 500 revenue.

All of our tenants have fulfilled their rent obligations through February 2021 and we continue to engage with our tenants in connection with the ongoing COVID-19 pandemic and its impact on their businesses, including with respect to their operations, liquidity, financial performance and contingency planning.

However, in connection with the ongoing COVID-19 pandemic and its impact on our tenants’ operations and financial performance, we have provided certain relief under the applicable Lease Agreements to some of our tenants.

While the relief we have provided has not deferred or reduced rent obligations for any of our tenants and we do not currently anticipate providing any such relief, due to these factors and the continuing uncertainty of the ultimate impact of the COVID-19 pandemic, there can be no assurance that our tenants will continue to fulfill their rent obligations in full, make anticipated capital expenditures to maintain or improve our properties or fulfill their other contractual obligations under their Lease Agreements.

Further, current or future economic conditions could impact our tenants’ ability to meet capital improvement requirements or such other obligations required in our Lease Agreements that could result in a decrease in value of our properties.

In addition, we cannot predict with confidence when our tenants’ operations at our properties will operate without restriction, whether they will be forced to close again in the future, or if and when they will return to pre-pandemic performance levels.

As the duration of the pandemic, applicable operational restrictions and closures lengthen, or if new operational restrictions or required closures are imposed, our tenants’ liquidity positions may become more stressed which may cause one or more of our tenants to be unwilling or unable to meet their obligations to us in full, or at all, or to otherwise seek modifications to such obligations.

As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative.

However, given the unprecedented nature of the COVID-19 pandemic, we understand that working with our tenants in the short term to ensure their long-term financial health and performance may become necessary and should provide meaningful benefits to us as well over the long-term.

As described herein, the full extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution and efficacy of one or more approved vaccines, the direct and indirect economic effects of the pandemic and containment measures on our tenants, the length of time our tenants’ operations at our properties remain restricted or closed, or are required to close again in the future, our tenants’ financial performance and any future operating limitations.

These factors may contribute to increased uncertainty with respect to our business and operating results through 2021 and we will continue to closely monitor the impact of COVID-19 on us and our tenants.

For more information, refer to “[Part I – Item 1A.

Risk Factors](#icef3bee4d3dc4e848494aecc5e0c6c96_19)” included in this Annual Report on Form 10-K.

However, in the short-term our properties have been adversely impacted by the COVID-19 pandemic and the current operating results may not be indicative of long-term operating results.

An experienced management team with deep real estate and industry experience.

For example, since formation we have increased diversity by adding three independent, female directors to our board.

As of December 31, 2020, 50% of our independent directors are women, one of whom is racially diverse.

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

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

| | | | Harrah’s Laughlin | | | | | | Laughlin, NV | | | | | | 56 | | | | | | 920 | | | | | | 1,510 | | | | | | Regional | | |

| | | | Caesars Atlantic City | | | | | | Atlantic City, NJ | | | | | | 113 | | | | | | 2,280 | | | | | | 1,140 | | | | | | Regional | | |

| | | | Harrah’s Philadelphia | | | | | | Chester, PA | | | | | | 111 | | | | | | 2,380 | | | | | | N/A | | | | | | Regional | | |

| | | | Horseshoe Hammond | | | | | | Hammond, IN | | | | | | 117 | | | | | | 2,290 | | | | | | N/A | | | | | | Regional | | |

We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure destinations.

We believe our geographic diversification limits the effect of changes in any one market on our overall performance.

The properties operate primarily under the Caesars,

Subsequent to the closing of the Eldorado/Caesars merger, the Caesars Rewards® program will remain as the customer loyalty program and will include the Eldorado owned brands.

In addition, our board of directors is not staggered, with each of our directors subject to re-election annually.

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

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

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

| | Harrah’s Reno (1) | | Reno, NV | | 40 | | 640 | | 930 | | Non-CPLV |

| | Caesars Atlantic City | | Atlantic City, NJ | | 116 | | 2,020 | | 1,140 | | Non-CPLV |

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

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

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

| | Horseshoe Bossier City | | Bossier City, LA | | 28 | | 1,240 | | 610 | | Non-CPLV |

| | Tunica Roadhouse (5) | | Robinsonville, MS | | N/A | | N/A | | 140 | | Non-CPLV |

| | Total Casinos | | 28 | | 1,750 | | 36,840 | | 15,552 | | |

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

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

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

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

| | Total | | 32 | | 1,750 | | 36,840 | | 15,552 | | |

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

| Pending Acquisitions | | | | | | | | | | | |

| Philadelphia | | | | | | | | | | | |

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

| | Harrah’s New Orleans (7) | | New Orleans, LA | | 125 | | 1,630 | | 450 | | Non-CPLV (6) |

| | Harrah’s Laughlin (7) | | Laughlin, NV | | 56 | | 910 | | 1,510 | | Non-CPLV (6) |

| | Total | | 3 | | 337 | | 4,810 | | 4,550 | | |

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

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

| (1) On December 31, 2019 we and Caesars entered into a definitive agreement to sell the Harrah’s Reno asset for $50 million to a third party. We are entitled to receive 75% of the proceeds of the sale and Caesars is entitled to receive 25% of the proceeds. The annual rent payments under the Non-CPLV Lease Agreement will remain unchanged following completion of the disposition. | | | | | | | | | | | |

| (2) Property has live horse racing. | | | | | | | | | | | |

| (4) On January 24, 2020, we completed the previously announced transaction to acquire JACK Cleveland/Thistledown. | | | | | | | | | | | |

| (5) In January of 2019, Caesars combined the gaming operations of Tunica Roadhouse and Horseshoe Tunica. | | | | | | | | | | | |

| (6) The Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin properties will be added to the Non-CPLV Lease Agreement upon the closing of the Eldorado Transaction. | | | | | | | | | | | |

| (7) Subject to closing of Eldorado/Caesars Merger. See Item 1 - Business - Our Relationship with Caesars - Call Right Agreements and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Summary of Recent Activities - Eldorado Transaction. | | | | | | | | | | | |

Caesars Lease Agreements - Overview

The following is a summary of the material lease provisions of the Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction):

| | | | | | | |

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

As of December 31, [removed: 2019,] [added: 2020,] we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

| | | | | | |

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

| | |

| --- | --- |

| | |

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

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

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

For the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]

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

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

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

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

535 Madison Avenue, 20th [removed: Floor New York, New York 10022][added: Floor New York, New York 10022]

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

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

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

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

As of June [removed: 28, 2019] [added: 30, 2020] (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 [removed: $10.1] [added: $10.8] billion, based on the closing price of the common stock as reported on the NYSE on that date.

As of February [removed: 19, 2020,] [added: 16, 2021,] the registrant had [removed: 468,491,573] [added: 536,663,115] shares of common stock outstanding.

Portions of the Company’s definitive proxy statement relating to the [removed: 2020] [added: 2021] Annual Meeting of 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 III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

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

| | [added: | |] [Item 1 – [removed: Business](#sDACF9CBBFE83587BA1034C7D37DD1C24)] [added: Business](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] | [removed: [1](#sDACF9CBBFE83587BA1034C7D37DD1C24)] | [added: | [6](#icef3bee4d3dc4e848494aecc5e0c6c96_13) | | |]

| | [added: | |] [Item 1A – Risk [removed: Factors](#s5EFDC7FC127F5E14999BA664280F6F8F)] [added: Factors](#icef3bee4d3dc4e848494aecc5e0c6c96_19)] | [removed: [24](#s5EFDC7FC127F5E14999BA664280F6F8F)] | [added: | [23](#icef3bee4d3dc4e848494aecc5e0c6c96_19) | | |]

| | [added: | |] [Item 1B – Unresolved Staff [removed: Comments](#s20137851E688548DA8AFF8278F1F27FE)] [added: Comments](#icef3bee4d3dc4e848494aecc5e0c6c96_22)] | [removed: [48](#s20137851E688548DA8AFF8278F1F27FE)] | [added: | [48](#icef3bee4d3dc4e848494aecc5e0c6c96_22) | | |]

| | [added: | |] [Item 2 – [removed: Properties](#s2CEA2A2D70A455BABC151096D0E5BFA3)] [added: Properties](#icef3bee4d3dc4e848494aecc5e0c6c96_25)] | [removed: [48](#s2CEA2A2D70A455BABC151096D0E5BFA3)] | [added: | [48](#icef3bee4d3dc4e848494aecc5e0c6c96_25) | | |]

| | [added: | |] [Item 3 – Legal [removed: Proceedings](#s685B9495DC3E5CB0B5B31D9AD3F0AB5E)] [added: Proceedings](#icef3bee4d3dc4e848494aecc5e0c6c96_28)] | [removed: [48](#s685B9495DC3E5CB0B5B31D9AD3F0AB5E)] | [added: | [48](#icef3bee4d3dc4e848494aecc5e0c6c96_28) | | |]

| | [added: | |] [Item 4 – Mine Safety [removed: Disclosures](#sB22799B74BBA5807B3D7D3AE1AD6A9D4)] [added: Disclosures](#icef3bee4d3dc4e848494aecc5e0c6c96_31)] | [removed: [48](#sB22799B74BBA5807B3D7D3AE1AD6A9D4)] | [added: | [48](#icef3bee4d3dc4e848494aecc5e0c6c96_31) | | |]

| | [added: | |] [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sDE341BE10DE55A5AA3787D5E15AB0C67)] [added: Securities](#icef3bee4d3dc4e848494aecc5e0c6c96_37)] | [removed: [49](#sDE341BE10DE55A5AA3787D5E15AB0C67)] | [added: | [49](#icef3bee4d3dc4e848494aecc5e0c6c96_37) | | |]

| | [added: | |] [Item 6 – Selected Financial [removed: Data](#s895C886E94E255178AC47F59422F8819)] [added: Data](#icef3bee4d3dc4e848494aecc5e0c6c96_40)] | [removed: [52](#s895C886E94E255178AC47F59422F8819)] | [added: | [50](#icef3bee4d3dc4e848494aecc5e0c6c96_40) | | |]

| | [added: | |] [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s61B79DDA8C8F5AB586AE172AE81CF8B3)] [added: Operations](#icef3bee4d3dc4e848494aecc5e0c6c96_43)] | [removed: [54](#s61B79DDA8C8F5AB586AE172AE81CF8B3)] | [added: | [51](#icef3bee4d3dc4e848494aecc5e0c6c96_43) | | |]

| | [added: | |] [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#s45E0B0E551CC56A6981A46D876686C71)] [added: Risk](#icef3bee4d3dc4e848494aecc5e0c6c96_55)] | [removed: [72](#s45E0B0E551CC56A6981A46D876686C71)] | [added: | [71](#icef3bee4d3dc4e848494aecc5e0c6c96_55) | | |]

| | [added: | |] [Item 8 – Financial Statements and Supplementary [removed: Data](#s68074824C58550E9890F0B55C57D9739)] [added: Data](#icef3bee4d3dc4e848494aecc5e0c6c96_58)] | [removed: [72](#s68074824C58550E9890F0B55C57D9739)] | [added: | [71](#icef3bee4d3dc4e848494aecc5e0c6c96_58) | | |]

| | [added: | |] [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s0317242AFA6C5CC7AE7DA930F4C2FEA1)] [added: Disclosure](#icef3bee4d3dc4e848494aecc5e0c6c96_61)] | [removed: [72](#s0317242AFA6C5CC7AE7DA930F4C2FEA1)] | [added: | [71](#icef3bee4d3dc4e848494aecc5e0c6c96_61) | | |]

| | [added: | |] [Item 9A – Controls and [removed: Procedures](#sED756F5C1AF05D409CE82352F7781609)] [added: Procedures](#icef3bee4d3dc4e848494aecc5e0c6c96_64)] | [removed: [73](#sED756F5C1AF05D409CE82352F7781609)] | [added: | [72](#icef3bee4d3dc4e848494aecc5e0c6c96_64) | | |]

| | [added: | |] [Item 9B – Other [removed: Information](#sF0177E9B5CD45FB6908BD0BC3BA25564)] [added: Information](#icef3bee4d3dc4e848494aecc5e0c6c96_67)] | [removed: [73](#sF0177E9B5CD45FB6908BD0BC3BA25564)] | [added: | [72](#icef3bee4d3dc4e848494aecc5e0c6c96_67) | | |]

| [Part [removed: III](#sC6CC5B923F815ACEB279D072848571E3)] [added: III](#icef3bee4d3dc4e848494aecc5e0c6c96_70)] | | | [added: | | | | | |]

| | [added: | |] [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#sB8DF1AAB4F8759608CF3B64C668F83B1)] [added: Governance](#icef3bee4d3dc4e848494aecc5e0c6c96_73)] | [removed: [74](#sB8DF1AAB4F8759608CF3B64C668F83B1)] | [added: | [73](#icef3bee4d3dc4e848494aecc5e0c6c96_73) | | |]

| | [added: | |] [Item 11 – Executive [removed: Compensation](#s374AE0F28D7B5CB3ACAD3CC819F76E78)] [added: Compensation](#icef3bee4d3dc4e848494aecc5e0c6c96_76)] | [removed: [74](#s374AE0F28D7B5CB3ACAD3CC819F76E78)] | [added: | [73](#icef3bee4d3dc4e848494aecc5e0c6c96_76) | | |]

| | [added: | |] [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sB2BADA48732056C18A80630C2AB3BF1F)] [added: Matters](#icef3bee4d3dc4e848494aecc5e0c6c96_79)] | [removed: [74](#sB2BADA48732056C18A80630C2AB3BF1F)] | [added: | [73](#icef3bee4d3dc4e848494aecc5e0c6c96_79) | | |]

| | [added: | |] [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#sA050C6FFBD2753C9B2FA3CBDA667BF9F)] [added: Independence](#icef3bee4d3dc4e848494aecc5e0c6c96_82)] | [removed: [74](#sA050C6FFBD2753C9B2FA3CBDA667BF9F)] | [added: | [73](#icef3bee4d3dc4e848494aecc5e0c6c96_82) | | |]

| | [added: | |] [Item 14 – Principal Accounting Fees and [removed: Services](#s052441B67DC35F1E9025AA180DF841D0)] [added: Services](#icef3bee4d3dc4e848494aecc5e0c6c96_85)] | [removed: [74](#s052441B67DC35F1E9025AA180DF841D0)] | [added: | [73](#icef3bee4d3dc4e848494aecc5e0c6c96_85) | | |]

| | [added: | |] [Item 15 – Exhibits and Financial Statement [removed: Schedules](#s3163BF1754B05D44AF8FE74336D4ECC0)] [added: Schedule](#icef3bee4d3dc4e848494aecc5e0c6c96_91)] | [removed: [75](#s3163BF1754B05D44AF8FE74336D4ECC0)] | [added: | [74](#icef3bee4d3dc4e848494aecc5e0c6c96_91) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [Part I](#icef3bee4d3dc4e848494aecc5e0c6c96_10) | | | | | | | | |

| [Part II](#icef3bee4d3dc4e848494aecc5e0c6c96_34) | | | | | | | | |

| [Part IV](#icef3bee4d3dc4e848494aecc5e0c6c96_88) | | | | | | | | |

| [Signatures](#icef3bee4d3dc4e848494aecc5e0c6c96_100) | | | | | | [78](#icef3bee4d3dc4e848494aecc5e0c6c96_100) | | |

*“Caesars” refers to Caesars Entertainment, Inc., a Delaware corporation, formerly Eldorado, following the consummation of the Eldorado/Caesars Merger on July 20, 2020 and Eldorado’s conversion to a Delaware corporation.*

*“Caesars Forum Convention Center” refers to the Caesars Forum Convention Center in Las Vegas, Nevada, and the approximately 28 acres of land upon which the Caesars Forum Convention Center is built and/or otherwise used in connection with or necessary for the operation of the Caesars Forum Convention Center.*

CEOC was a subsidiary of Pre-Merger Caesars, and following the consummation of the Eldorado/Caesars Merger, is a subsidiary of Caesars.*

*“Co-Issuer” refers to VICI Note Co. Inc., a Delaware corporation, and co-issuer of the Senior Unsecured Notes.*

Following the consummation of the Eldorado/Caesars Merger on July 20, 2020, Eldorado converted to a Delaware corporation and changed its name to Caesars Entertainment, Inc.*

*“Las Vegas Master Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas and the Harrah’s Las Vegas facilities, as amended from time to time, from and after the consummation of the Eldorado Transaction.*

*“Non-CPLV Lease Agreement” refers to the lease agreement for regional properties (other than the facility in Joliet, Illinois) leased to Pre-Merger Caesars prior to the consummation of the Eldorado Transaction, as amended from time to time, which was replaced by the Regional Master Lease Agreement upon the consummation of the Eldorado Transaction.*

Following the consummation of the Eldorado/Caesars Merger on July 20, 2020, Pre-Merger Caesars became a wholly owned subsidiary of Caesars.*

*“Senior Unsecured Notes” refers collectively to the November 2019 Senior Unsecured Notes and the February 2020 Senior Unsecured Notes.*

Summary of Risk Factors

*Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects.

These risks are discussed more fully in Item 1A.

Risk Factors.

These risks include, but are not limited to, the following:*

Risks Related to Our Business and Operations

- The COVID-19 pandemic and its immediate and long-term effects, including its effect on our tenants and the gaming industry, could materially and adversely impact us, including by affecting our tenants and the gaming industry, upon which we are dependent;

- We are and will always be significantly dependent on our tenants for our revenues, and unless or until we substantially diversify our portfolio an event that has a material adverse effect on any of our tenants’ businesses, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects;

- Caesars is required to pay a significant portion of their cash flow from operations to us pursuant to the Caesars Lease Agreements and the Forum Convention Center Mortgage Loan which could adversely affect Caesars’ ability to satisfy its obligations to us;

- 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 to us;

- We and our tenants face extensive regulation from gaming and other regulatory authorities;

- Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of other pending transactions, which could result in periods in which we are unable to receive rent for such properties or otherwise realize the benefits of such transactions;

- Tenants may choose not to renew the Lease Agreements;

- 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 stockholders;

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| [Part I](#s99D3D80CBCA55E73952A04F2FE70655A) | | |

| [Part II](#s695213AF16445F4BA2AE1673566649B1) | | |

| [Part IV](#s0BA90BD1ADBF59F7840D4829D438EF41) | | |

| [Signatures](#s64F47702D0CC5603903D997FFCB8FB5C) | | [81](#s64F47702D0CC5603903D997FFCB8FB5C) |

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

CEOC is a subsidiary of Caesars.*

*“CRC” refers to Caesars Resort Collection, LLC, a Delaware limited liability company which is a subsidiary of Caesars.*

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

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All of our properties, except for Margaritaville, our Harrah’s Joliet property in [removed: Joliet] [added: Joliet,] Illinois and our golf courses, secure our Term Loan B and Revolving Credit Facility.

See [Note [removed: 7 — Debt](#sA7AF45541D5D5C71A172F4546F716547)] [added: 8](#icef3bee4d3dc4e848494aecc5e0c6c96_160) [—](#icef3bee4d3dc4e848494aecc5e0c6c96_160) [Debt](#icef3bee4d3dc4e848494aecc5e0c6c96_160)] to our Consolidated Financial Statements for additional information.

See [Item [removed: 1 “Business-Our Properties”](#sDACF9CBBFE83587BA1034C7D37DD1C24)] [added: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [\-](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [](#icef3bee4d3dc4e848494aecc5e0c6c96_13)[“Business](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [](#icef3bee4d3dc4e848494aecc5e0c6c96_13)[\-](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [](#icef3bee4d3dc4e848494aecc5e0c6c96_13)[Our Properties”](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] for further information pertaining to our properties.

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[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)

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As of February [removed: 19, 2020,] [added: 16, 2021,] there were [removed: 468,491,573] [added: 536,663,115] shares of common stock issued and outstanding that were held by [removed: approximately 26] [added: 70] stockholders of record, not including beneficial owners of shares registered in nominee or street name.

For more information regarding risk factors that could materially and adversely affect us and our ability to make cash distributions, see [Item 1A “Risk [removed: Factors.”](#s5EFDC7FC127F5E14999BA664280F6F8F)] [added: Factors.”](#icef3bee4d3dc4e848494aecc5e0c6c96_19)] 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.

We did not sell any unregistered equity securities during the year ended December 31, [removed: 2019.][added: 2020.]

The graph below matches [removed: VICI Properties’] [added: our] cumulative total stockholder return for the period from October 18, 2017 to December 31, [removed: 2019] [added: 2020] on common stock with the cumulative total returns of the S&P 500 index and the MSCI US REIT index.

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, [removed: 2017] [added: 2017,] the first date on which our shares of common stock were publicly traded, until December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| Company / Index | | [removed: 10/18/17] | | | | [removed: 12/31/17 | | | | 3/31/18] [added: 10/18/17] | | | | [removed: 6/30/18] | | [added: 12/31/17] | | [removed: 9/30/18] | | | | 12/31/18 | | | | [removed: 3/31/19] | | [removed: | | 6/30/19 | |] [added: 12/31/19] | | [removed: 9/30/19] | | | | [removed: 12/31/19] [added: 12/31/20] | | |

During the three months ended December 31, 2020, we did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)

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| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 110.8 | | | | | $ | 106.8 | | | | | $ | 152.9 | | | | | $ | 162.0 | |

| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 99.9 | | | | | $ | 95.4 | | | | | $ | 120.1 | | | | | $ | 111.0 | |

| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 104.8 | | | | | $ | 100.2 | | | | | $ | 131.7 | | | | | $ | 156.0 | |

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During the three months ended December 31, 2019, certain employees surrendered shares of common stock owned by them to satisfy their statutory minimum federal and state income tax obligations associated with the vesting of shares of restricted common stock issued under our stock incentive plan.

The following table summarizes all of our common stock repurchases during the fourth quarter of 2019:

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| Period | | Total Number of Shares Purchased | | | Average Price Paid per Share (1) | | | | Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs | | | Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs | |

| October 1, 2019 through October 31, 2019 | | — | | | — | | | | — | | | — | |

| November 1, 2019 through November 30, 2019 | | 2,112 | | | $ | 24.60 | | | — | | | — | |

| December 1, 2019 through December 31, 2019 | | — | | | — | | | | — | | | — | |

| Total | | 2,112 | | | $ | 24.60 | | | — | | | — | |

(1) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum federal income tax.

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| VICI Properties Inc. | | $ | 100.0 | | | $ | 110.8 | | | $ | 99.0 | | | $ | 111.6 | | | $ | 116.9 | | | $ | 101.5 | | | $ | 118.3 | | | $ | 119.1 | | | $ | 122.4 | | | $ | 138.1 | |

| MSCI US REIT Index | | $ | 100.0 | | | $ | 98.8 | | | $ | 89.9 | | | $ | 97.8 | | | $ | 97.9 | | | $ | 90.3 | | | $ | 103.9 | | | $ | 104.2 | | | $ | 111.1 | | | $ | 109.2 | |

| S&P 500 | | $ | 100.0 | | | $ | 104.4 | | | $ | 103.1 | | | $ | 106.1 | | | $ | 113.8 | | | $ | 97.9 | | | $ | 110.7 | | | $ | 114.9 | | | $ | 116.2 | | | $ | 126.1 | |

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Intentionally omitted.

[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)

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The following selected financial data is derived from our Financial Statements.

It should be read in conjunction with the Financial Statements and [Item 7](#s61B79DDA8C8F5AB586AE172AE81CF8B3) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

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| | Year Ended | | | | | | | | Period from October 6, 2017 to December 31, 2017* | | |

| (In thousands, except share and per share data) | December 31, 2019 | | | | December 31, 2018 | | | | | | |

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

| Revenues | $ | 894,798 | | | $ | 897,977 | | | $ | 187,609 | |

| Total operating expenses | 52,299 | | | | 140,023 | | | | 43,413 | | |

| Operating income | 842,499 | | | | 757,954 | | | | 144,196 | | |

| Interest expense | (248,384 | | ) | | (212,663 | | ) | | (63,354 | | ) |

| Loss from extinguishment of debt | (58,143 | | ) | | (23,040 | | ) | | (38,488 | | ) |

| Income before income taxes | 555,986 | | | | 533,558 | | | | 42,636 | | |

| Income tax (expense) benefit | (1,705 | | ) | | (1,441 | | ) | | 1,901 | | |

| Net income | 554,281 | | | | 532,117 | | | | 44,537 | | |

| Net income attributable to common stockholders | 545,964 | | | | 523,619 | | | | 42,662 | | |

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| Per share data: | | | | | | | | | | | |

| Net income per common share - Basic | $ | 1.25 | | | $ | 1.43 | | | $ | 0.19 | |

| Net income per common share - Diluted | $ | 1.24 | | | $ | 1.43 | | | $ | 0.19 | |

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| Cash dividends declared per common share | $ | 1.1700 | | | $ | 0.9975 | | | $ | — | |

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| Other Data: | | | | | | | | | | | |

| Net cash provided by operating activities | $ | 682,159 | | | $ | 504,082 | | | $ | 129,440 | |

| Net cash used in investing activities | (1,361,379 | | ) | | (1,140,877 | | ) | | (1,136,251 | | ) |

| Net cash provided by financing activities | 1,182,666 | | | | 1,037,836 | | | | 1,148,446 | | |

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

| Financial Position Data: | 2019 | | | | 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | 1,101,893 | | | $ | 577,883 | | | $ | 183,646 | |

| Restricted cash | — | | | | 20,564 | | | | 13,760 | | |

| Short-term investments | 59,474 | | | | 520,877 | | | | — | | |

| Total assets | 13,265,619 | | | | 11,333,368 | | | | 9,739,712 | | |

| Debt, net | 4,791,563 | | | | 4,122,264 | | | | 4,785,756 | | |

| Non-controlling interests | 83,806 | | | | 83,573 | | | | 84,875 | | |

| Stockholders’ equity | 8,048,989 | | | | 6,901,022 | | | | 4,776,364 | | |

_____________________________

Represents the period from October 6, 2017, the date of the Company’s Formation, through December 31, 2017*

The financial statements required by this item and the reports of the independent accountants thereon required by Item 15 - Exhibits and Financial Statement [removed: Schedules] [added: Schedule] of this Form 10-K appear on pages F-2 to [removed: F-63.][added: F-55.]

See accompanying [Index to the Consolidated Financial [removed: Statements](#s2A7CF0DC97E35BE18E29AFADD23936AB)] [added: Statements](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] on page F-1.

The supplementary financial data required by Item 302 of Regulation S-K appears in pages S-1 to [removed: S-6] [added: S-4] to the consolidated financial statements.

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Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] 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, [removed: 2019.][added: 2020.]

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, [removed: 2019.][added: 2020.]

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The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2020] [added: 30, 2021] with the SEC pursuant to Regulation 14A under the Exchange Act.

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The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2020] [added: 30, 2021] with the SEC pursuant to Regulation 14A under the Exchange Act.

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The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2020] [added: 30, 2021] with the SEC pursuant to Regulation 14A under the Exchange Act.

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The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2020] [added: 30, 2021] with the SEC pursuant to Regulation 14A under the Exchange Act.

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The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 29, 2020] [added: 30, 2021] with the SEC pursuant to Regulation 14A under the Exchange Act.

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See the accompanying [Index to Consolidated Financial Statements and [removed: Schedules](#s2A7CF0DC97E35BE18E29AFADD23936AB)] [added: Schedule](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] on page F-1.

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

See the accompanying [Index to Consolidated Financial Statements and [removed: Schedules](#s2A7CF0DC97E35BE18E29AFADD23936AB)] [added: Schedule](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] on page F-1.

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

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

| [2.1](http://www.sec.gov/Archives/edgar/data/1678179/000119312517255745/d428782dex99t3e2.htm) | | [added: | | | |] [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) | | | | [added: | | | | | | | |] T-3/A of VICI Properties 1 LLC | | [added: | | | |] T3E-2 | | [added: | | | |] 8/11/2017 | [added: | | | | |]

| [2.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex21.htm) | | [added: | | | |] [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) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 2.1 | | [added: | | | |] 10/11/2017 | [added: | | | | |]

| [2.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | [added: | | | |] [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) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 2.2 | | [added: | | | |] 7/12/2018 | [added: | | | | |]

| [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex21.htm) | | [added: | | | |] [Equity Purchase Agreement dated as of April 5, 2019 by and among Jack Ohio Finance LLC and VICI Properties L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex21.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 2.1 | | [added: | | | |] 9/25/2019 | [added: | | | | |]

| [removed: [2.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit21nolapurchasea.htm)] [added: [10.25†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | [removed: [Purchase] [added: | | | | [Amended] and [removed: Sale Agreement] [added: Restated Employment Agreement,] dated as of September [removed: 26, 2019] [added: 25, 2019,] by and between [removed: Eldorado Resorts, Inc. and] VICI Properties [added: Inc., VICI Properties] L.P. [removed: (Harrah’s New Orleans; New Orleans, Louisiana)](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit21nolapurchasea.htm)] [added: and John Payne](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 2.1] | | [added: | | 10.1 | | | | | |] 9/26/2019 | [added: | | | | |]

| [removed: [2.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit23laughlinpurch.htm)] [added: [10.26†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | [removed: [Purchase] [added: | | | | [Amended] and [removed: Sale Agreement] [added: Restated Employment Agreement,] dated as of September [removed: 26, 2019] [added: 25, 2019,] by and between [removed: Eldorado Resorts, Inc. and] VICI Properties [added: Inc., VICI Properties] L.P. [removed: (Harrah’s Laughlin Hotel & Casino; Laughlin, Nevada)](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit23laughlinpurch.htm)] [added: and Edward Pitoniak](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 2.3] | | [added: | | 10.2 | | | | | |] 9/26/2019 | [added: | | | | |]

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

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex32.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm)] | | [added: | | | |] [Amended and Restated Bylaws of VICI Properties [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex32.htm)] [added: Inc. (as amended April 30, 2020)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm)] | | | | [removed: 8-K] | | [removed: 3.2] | | [removed: 10/11/2017] | [added: | | | 10-Q | | | | | | 3.1 | | | | | | 7/29/2020 | | | | | |]

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex42.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] | | [removed: [Indenture,] [added: | | | | [4.250% Senior Notes Indenture,] dated as of [removed: October 6, 2017, by and] [added: November 26, 2019,] among VICI Properties [removed: 1 LLC,] [added: L.P.,] VICI [removed: FC] [added: Note Co.] Inc., the subsidiary guarantors party thereto [removed: from time to time,] 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: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 4.2] | | [removed: 10/11/2017] | [added: | 4.1 | | | | | | 11/26/2019 | | | | | |]

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm)] | | [added: | | | |] [Supplemental Indenture No. [removed: 1,] [added: 1 to the 4.250% Senior Notes Indenture,] dated as of December [removed: 26, 2017,] [added: 20, 2019,] among [removed: Claudine Propco] [added: CPLV Property Owner] LLC as [removed: New Guarantor,] [added: the Guaranteeing Entity,] VICI Properties [removed: 1 LLC] [added: L.P.] and VICI [removed: FC] [added: Note Co.] Inc., as issuers, and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm)] [added: trustee, as ratified by the subsidiary guarantors party thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm)] | | | | [removed: 10-K] | | [removed: 4.2] | | [removed: 2/14/2019] | [added: | | | 8-K | | | | | | 4.10 | | | | | | 2/20/2020 | | | | | |]

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] | | [removed: [Supplemental Indenture No. 2,] [added: | | | | [4.625% Senior Notes Indenture,] dated as of [removed: December] [added: November] 26, [removed: 2017, among Claudine Propco LLC as New Guarantor,] [added: 2019,] among VICI Properties [removed: 1 LLC and] [added: L.P.,] VICI [removed: FC] [added: Note Co.] Inc., [removed: as issuers,] [added: the subsidiary guarantors party thereto] and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] | | | | [removed: 10-K] | | [removed: 4.3] | | [removed: 2/14/2019] | [added: | | | 8-K | | | | | | 4.2 | | | | | | 11/26/2019 | | | | | |]

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex41-supplemental_indenture.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2029notessupplemental.htm)] | | [added: | | | |] [Supplemental Indenture No. [removed: 3,] [added: 1 to the 4.625% Senior Notes Indenture,] dated as of [removed: September 24, 2018,] [added: December 20, 2019,] among [added: CPLV Property Owner LLC as the Guaranteeing Entity,] VICI Properties [removed: 1 LLC] [added: L.P.] and VICI [removed: FC] [added: Note Co.] Inc., as issuers, and UMB Bank, National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex41-supplemental_indenture.htm)] [added: trustee, as ratified by the subsidiary guarantors party thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2029notessupplemental.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 4.1] | | [removed: 9/25/2018] | [added: | 4.11 | | | | | | 2/20/2020 | | | | | |]

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] | | [removed: [4.250%] [added: | | | | [3.500%] Senior Notes Indenture, dated as of [removed: November 26, 2019,] [added: February 5, 2020,] among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 4.1 | | [removed: 11/26/2019] | [added: | | | 2/20/2020 | | | | | |]

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] | | [removed: [4.625%] [added: | | | | [3.750%] Senior Notes Indenture, dated as of [removed: November 26, 2019,] [added: February 5, 2020,] among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 4.2 | | [added: | | | |] 11/26/2019 | [added: | | | | |]

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | [removed: [Supplemental Indenture No. 1 to the 4.250%] [added: | | | | [4.125%] Senior Notes Indenture, dated as of [removed: December 20, 2019,] [added: February 5, 2020,] among [removed: CPLV Property Owner LLC as the Guaranteeing Entity,] VICI Properties [removed: L.P. and] [added: L.P.,] VICI Note Co. Inc., [removed: as issuers,] [added: the subsidiary guarantors party thereto] and UMB Bank, National Association, as [removed: trustee, as ratified by the subsidiary guarantors party thereto.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | [removed: X] | | | | | | | [added: | | | 8-K | | | | | | 4.3 | | | | | | 2/20/2020 | | | | | |]

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/descriptionofregistere.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/description_ofxregisteredx.htm)] | | [added: | | | |] [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/descriptionofregistere.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/description_ofxregisteredx.htm)] | | [added: | | | |] X | | | | | | | [added: | | | | | | | | | | | | | | | | |]

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex101.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)] | | [removed: [Lease (CPLV),] [added: | | | | [Tax Matters Agreement,] dated as of October 6, 2017, by and among [removed: CPLV Property Owner LLC, Desert Palace LLC,] Caesars Entertainment [removed: Operating Company, Inc. and] [added: Corporation,] CEOC, LLC, [removed: relating to the] [added: VICI Properties Inc., VICI Properties L.P. and] CPLV [removed: Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex101.htm)] [added: Property Owner LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 10.1] | | [added: | | 10.12 | | | | | |] 10/11/2017 | [added: | | | | |]

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_101xconformedxexecuted.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1015-lasvegasle.htm)] | | [removed: [First] [added: | | | | [Third] Amendment to [removed: Lease (CPLV),] [added: Las Vegas Lease,] dated as of [removed: December 26, 2018,] [added: September 30, 2020,] by and among CPLV Property Owner [removed: LLC,] [added: LLC and Claudine Propco LLC as Landlord and,] Desert Palace [added: LLC, CEOC,] LLC and [removed: CEOC, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_101xconformedxexecuted.htm)] [added: Harrah’s Las Vegas LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1015-lasvegasle.htm)] | | | | [removed: 8-K] | | [removed: 10.1] | | [removed: 12/27/2018] | [added: | | | 10-Q | | | | | | 10.15 | | | | | | 10/28/2020 | | | | | |]

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex102.htm)] [added: [10.4+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit102regionalleas.htm)] | | [removed: [Lease (Non-CPLV),] [added: | | | | [Regional Lease (Conformed through Fifth Amendment),] dated as of [removed: October 6, 2017,] [added: July 20, 2020,] by and among the entities listed on Schedules A and B thereto and CEOC, [removed: LLC, relating to the Non-CPLV Facilities.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex102.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit102regionalleas.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 10.2 | | [removed: 10/11/2017] | [added: | | | 7/21/2020 | | | | | |]

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000018/ex1040vici10-ka.htm)] [added: [10.5+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1013-regionalle.htm)] | | [removed: [First] [added: | | | | [Sixth] Amendment to [removed: Lease (Non-CPLV)] [added: Regional Lease,] dated as of [removed: December 22, 2017,] [added: September 30, 2020,] by and among the entities listed on Schedules A and B [removed: thereto and CEOC, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000018/ex1040vici10-ka.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1013-regionalle.htm)] | | | | [removed: 10-K/A] | | [removed: 10.40] | | [removed: 4/30/2018] | [added: | | | 10-Q | | | | | | 10.13 | | | | | | 10/28/2020 | | | | | |]

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh101.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/regionallease-seventhamend.htm)] | | [removed: [Second] [added: | | | | [Seventh] Amendment to [removed: Lease (Non-CPLV)] [added: Regional Lease,] dated as of [removed: February 16, 2018,] [added: November 18, 2020,] by and among the entities listed on Schedules A and B [removed: thereto and CEOC, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000025/viciq12018exh101.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/regionallease-seventhamend.htm)] | | | | [removed: 10-Q] | | [removed: 10.1] [added: X] | | [removed: 5/4/2018] | [added: | | | | | | | | | | | | | | | | | | | | |]