filings.toolsVICI Properties (VICI) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A138 rewritten239 added131 removed366 unchanged
All filing items1,104 rewritten1,067 added721 removed2,046 unchanged
Summary
counted, not written
- Item 1A lists 64 risk factor headings: 19 new, 9 reworded and 36 unchanged since FY2020. 18 headings from FY2020 no longer appear.
- Sentence by sentence, 1,067 added, 721 removed, 1,104 rewritten and 2,046 unchanged across 21 items that differ.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
New Item 1A headings (19)
- Our significant tenants and their subsidiaries 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, our respective Lease Agreements and loan and other agreements with them, as well as interest payments on their outstanding indebtedness, which could adversely affect our significant tenants’ business and operating condition, as well as their ability to satisfy their contractual payment obligations to us.
- Our ability to sell or dispose of our properties may be limited by the contractual terms of our Lease Agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership.
- We may not be able to purchase properties pursuant to our rights under certain agreements, including put-call and right of first refusal agreements, if we are unable to obtain additional financing. In addition, pursuant to one such agreement, we may be forced to dispose of Harrah’s Las Vegas to Caesars, possibly on disadvantageous terms.
- Our properties and the properties securing our loans are subject to risks from climate change, natural disasters, such as earthquakes, hurricanes and other extreme weather conditions, and terrorist attacks or other acts of violence, the occurrence of which may adversely affect our results of operations, financial condition and liquidity.
- Our anticipated level of indebtedness will increase upon completion of the MGP Transactions and will increase the related risks we now face.
- Following the Mergers, we may be unable to realize the anticipated benefits of the MGP Transactions or do so within the anticipated timeframe.
- Counterparties to certain significant agreements with MGP may exercise contractual rights under such agreements in connection with the Mergers.
- Following the MGP Transactions, we may not continue to pay dividends at or above the rate we currently pay.
- The MGM Tax Protection Agreement, during its term, imposes certain limits on our operations and could require New VICI Operating Company to indemnify MGM for certain tax liabilities.
- Failure to complete the Mergers in a timely manner or at all could adversely affect our business and operations and negatively affect our stock price.
- The Exchange Ratio is fixed and will not be adjusted in the event of any change in the stock price of either us or MGP.
- There may be unexpected delays in the completion of the Mergers or the Mergers may not be completed at all.
- Our stockholders will have a substantially smaller ownership and voting interest in VICI upon completion of the Mergers, compared to their ownership and voting interest in VICI prior to the Mergers.
- There can be no assurance that we will be able to secure the financing in connection with the Redemption on acceptable terms, in a timely manner, or at all, and therefore may be compelled to consummate the MGP Transactions without obtaining financing on attractive terms.
- The MGP Master Transaction Agreement contains provisions that could discourage a potential acquirer of the Company from making a favorable proposal, could result in any such proposal being at a lower price than it might otherwise be and, in specified circumstances, could require us to make a substantial termination payment to MGP.
- If the Mergers are not consummated by the Outside Date, either we or MGP may terminate the MGP Master Transaction Agreement.
- An adverse judgment in any litigation challenging the Mergers may prevent the Mergers from becoming effective or from becoming effective within the expected timeframe.
- If the REIT Merger does not qualify as a reorganization there may be adverse tax consequences.
- We may incur adverse tax consequences if we have failed or fail (or, after consummation of the MGP Transactions, MGP has failed), to qualify as a REIT for U.S. federal income tax purposes.
Removed Item 1A headings (18)
- 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.
- Caesars and its subsidiaries are party to certain leasing and financial commitments with us, which may have a negative impact on Caesars’ business and operating condition.
- 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 and the Forum Convention Center Mortgage Loan which could adversely affect 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 Agreements, the Forum Convention Center Mortgage Loan and the related guarantees.
- Caesars’ indebtedness and the fact that a significant portion of its cash flow is used to make interest payments could adversely affect its ability to satisfy its obligations under the Caesars Lease Agreements and the Forum Convention Center Mortgage Loan.
- The Lease Agreements may restrict our ability to sell the properties.
- Any mechanic’s liens or similar liens incurred by the tenants under the Lease Agreements may attach to, and constitute liens on, our interests in the properties.
- Our ability to refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.
- We may not be able to purchase the properties subject to the A&R Convention Center Put-Call Agreement, the Centaur Properties Put-Call Agreement, the Las Vegas Strip Assets ROFR Agreement or the Horseshoe Baltimore ROFR Agreement if we are unable to obtain additional financing. In addition, we may be forced to dispose of Harrah’s Las Vegas to Caesars, possibly on disadvantageous terms.
- Our properties and the properties securing our loans are subject to risks from natural disasters such as earthquakes, hurricanes, severe weather and terrorism.
- Changes in building and/or zoning laws may require us to update a property in the event of recapture or prevent us from fully restoring a property in the event of a substantial casualty loss and/or require us to meet additional or more stringent construction requirements.
- We may be required to contribute insurance proceeds with respect to casualty events at our properties to the lenders under our debt financing agreements.
- We may not qualify or maintain our qualification as a REIT.
- Provisions contained in the June 2020 Forward Sale Agreement could result in substantial dilution to our earnings per share or result in substantial cash payment obligations.
- In case of our bankruptcy or insolvency, the June 2020 Forward Sale Agreement would automatically terminate, and we would not receive the expected proceeds from the sale of common stock under such agreement.
- If we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, which could have a material adverse effect on us.
- We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates.
- The number of shares available for future sale could adversely affect the market price of shares of our common stock.
- Our earnings and cash distributions could affect the market price of shares of our common stock.
Reworded Item 1A headings (9)
- We are and will always be significantly dependent on our tenants for our
[removed: revenues, and unless or until we substantially diversify our portfolio an][added: revenues. An] event that has a material adverse effect on any of our [added: significant] 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. - We are dependent on the gaming industry and may be susceptible to the risks associated with it, [added: including due to the impact of the COVID-19 pandemic,] which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.
- Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of other pending transactions, [added: including consummation of the Mergers,] which could result in periods in which we are unable to receive rent for such properties or otherwise realize the benefits of such transactions, which may have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
[removed: Net][added: Our long-term, triple-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.- Our pursuit of investments in, and acquisitions of, additional properties [added: and other strategic opportunities] may be unsuccessful or fail to meet our expectations.
- We have a substantial amount of indebtedness, and
[removed: may][added: expect to] incur additional indebtedness in the[removed: future.][added: future (including in connection with the consummation of the MGP Transactions).] Our substantial indebtedness exposes us to the risk of default under our debt obligations, limits our operating flexibility, increases the risks associated with a downturn in our business or in the businesses of our tenants, and requires us to use a substantial portion of our cash to service our debt obligations. - We have engaged and may engage in hedging [added: or other derivative] transactions that may limit gains or result in losses.
- The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we
[removed: assure you][added: make assurances] of our ability to make distributions in the future. We may use borrowed funds to make distributions. - The U.S.
[removed: Federal][added: federal] income tax treatment of the cash that we might receive from cash settlement of[removed: the June 2020 Forward Sale Agreement][added: a forward sale agreement] is unclear and could jeopardize our ability to meet the REIT qualification requirements.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
138 rewritten, 239 added, 131 removed, 366 unchanged
Since [removed: being initially reported in December 2019,] the [removed: outbreak] [added: emergence] of [added: the] COVID-19 [added: pandemic in early 2020, 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 [removed: activity, and has contributed to significant volatility and negative pressure in financial markets.][added: activity.]
In connection with these actions, state governments and/or regulatory authorities issued various directives, mandates, orders or similar [removed: actions that] [added: actions, which] resulted in [removed: the closure of non-essential businesses, which included substantially all] [added: temporary closures] of our tenants’ [removed: operations, including] [added: operations] at [added: all of] our [removed: properties, as well as] [added: properties and] our golf [removed: courses.][added: course operations.]
In addition, our tenants have experienced a substantial number of cancellations and reductions in [removed: future] events and reservations in connection with the [removed: uncertain duration] [added: ongoing pandemic, including as a result] of the [removed: COVID-19 pandemic] [added: most recent emergence of new variants,] and [removed: business closures.][added: may in the future experience similar cancellations and reductions.]
This reduced [removed: business] [added: customer] activity [removed: has, and possible future closures may continue to,] adversely [removed: affect] [added: affected] our tenants’ financial performance, and [removed: such impact] [added: any similar future impacts] could be material to us depending on the ultimate duration of the pandemic and [removed: operational restrictions affecting] [added: the magnitude of any future reductions in] our tenants’ [removed: ability to restore business] [added: customer] activity and [removed: operations to pre-pandemic levels.][added: engagement.]
We cannot predict with confidence [removed: when applicable] [added: whether] 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 [added: that began] in [removed: the fourth quarter] [added: late 2021 and early 2022 as a result] of [removed: 2020,] [added: an emerging variant,] will end or whether [added: such regulations] and [removed: on what timeline] [added: restrictions will affect] our tenants’ [removed: performance will improve or return to pre-pandemic levels.][added: performance.]
[removed: Continuing] [added: Increased] disruption and instability in the global financial markets or [removed: deteriorations] [added: a deterioration] 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 [added: any] resulting [added: negative] economic [removed: slowdown, contraction or recession,] [added: impacts,] 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 [added: while open and] during [added: any] such [removed: closure and following reopening.][added: closures.]
In addition, new information may continue to emerge concerning the COVID-19 pandemic, [removed: such as the availability, distribution] and [removed: efficacy of one or more vaccines, new or mutated strains of COVID-19 or a similar virus (including vaccine-resistant strains), other] actions required [added: or recommended] to be undertaken to contain the COVID-19 pandemic or address its future impact, [added: including] 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, [removed: which] could further materially and adversely impact our business and results and operations.
[removed: The immediate and long-term effects of the COVID-19 pandemic] [added: We are dependent] on the gaming industry [added: and may be susceptible to the risks associated with it, including due to the impact of the COVID-19 pandemic, which] could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.
[removed: The] [added: In addition, the] COVID-19 pandemic has had a severe and unprecedented impact on the gaming industry.
During this period, many gaming companies [removed: face additional] [added: have faced heightened] financial uncertainty or [removed: are generating] [added: generated] 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 [added: sought] with creditors, lenders and other counterparties.
There is no guarantee that existing government-imposed restrictions on travel and social [removed: gatherings] [added: gatherings, including restrictions imposed in late 2021 in response to an emerging variant,] will be lifted in the near term, that additional government-imposed restrictions will not be implemented, or that previous restrictions that were lifted or [removed: modified,] [added: modified] will not be reinstated.
Long-term impacts of the COVID-19 pandemic, such as decreases in discretionary spending or changing consumer preferences brought about by [added: global public health concerns and] instability in global, national and regional economic activity and financial [removed: markets as a result of the COVID-19 pandemic,] [added: markets,] could have a [added: long-term] material adverse effect on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming industry.
[removed: We are and will always be significantly dependent on our tenants for our revenues, and unless or until we substantially diversify our portfolio an] [added: An] event that has a material adverse effect on any of our [added: significant] 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 the leases are triple-net leases, in addition to the rent [added: payment obligations for] these [removed: tenants will owe us,] [added: tenants,] we will depend on these tenants to pay substantially all insurance, taxes, utilities and maintenance and repair expenses in connection with these leased properties and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their businesses.
There can be no assurance that our [added: significant] 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 obligations.
Our tenants rely on the properties they or their respective subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements and [removed: lease] [added: rental] and other payments due to us or others.
[removed: In addition,] [added: For example,] Caesars relies on our properties, the Caesars Forum Convention Center and their other operations to satisfy their payment obligations under the [added: Caesars Lease Agreements and the] Forum Convention Center Mortgage Loan.
In particular, our tenants’ businesses may be adversely impacted by the reinvestment and expansion by competitors in existing jurisdictions, [removed: and] [added: an] expansion of gaming [added: in existing jurisdictions or] into new jurisdictions in which gaming was not previously permitted, which would result in increased competition in these jurisdictions.
If adopted, such changes could adversely impact the business, financial condition, and results of operations of our [added: significant] tenants.
Due to our dependence on rental and other payments from our [added: significant] tenants as our primary source of revenue, we may be limited in our ability to enforce our rights under [removed: the] [added: our] leases or other agreements with our [added: significant] tenants or terminate such [removed: other agreements or, due to our master lease structure, certain leases with respect to any particular property.]
Reductions in flights by major airlines as a result of higher fuel [removed: prices or] [added: prices,] lower demand, [added: labor shortages or public health considerations,] including as a result of the COVID-19 pandemic, [removed: can] [added: has impacted and may continue to] impact the number of visitors to our properties.
[removed: Capacity] [added: Any limitations on travel from Southern California to our properties on the Las Vegas Strip, such as capacity] constraints of that highway or any other traffic [removed: disruptions] [added: disruptions,] may also affect the number of customers who visit our facilities.
Moreover, due to the importance of our [removed: two] [added: three] properties [added: (and, following the completion of the pending MGP Transactions, ten properties)] on the 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, including as a result of climate change, should such developments occur in or nearby Las Vegas.
In addition, a material adverse impact on [removed: Caesars,] [added: Caesars (and, following the completion of the pending MGP Transactions, MGM),] even unrelated to [removed: the company’s] [added: their] operations in Las Vegas, that negatively affects [removed: Caesars’] [added: their] financial condition, could materially and adversely affect us, given our reliance on their performance as tenants in our properties on the Las Vegas Strip.
See [Item [removed: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [“Business-Our] [added: 1](#icabc55744e2c4d6ab7337d22602533b7_13) [](#icabc55744e2c4d6ab7337d22602533b7_13)[“Business-Our Lease Agreement](#icabc55744e2c4d6ab7337d22602533b7_13)[s](#icabc55744e2c4d6ab7337d22602533b7_13)[”](#icabc55744e2c4d6ab7337d22602533b7_13) and [Item 1](#icabc55744e2c4d6ab7337d22602533b7_13) [](#icabc55744e2c4d6ab7337d22602533b7_13)[“Business-Our] Relationship with [removed: Caesars”](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] [added: Caesars](#icabc55744e2c4d6ab7337d22602533b7_13)[”](#icabc55744e2c4d6ab7337d22602533b7_13)] for additional information regarding such agreements.
[added: For example,] Caesars, which is our largest [removed: tenant,] [added: tenant (and, subsequent to the MGP Transactions, will be one of our largest tenants with MGM),] is obligated to pay us in the aggregate approximately [removed: $6.2] [added: $5.7] billion in fixed annual rents under the Caesars Lease Agreements, payments under the Forum Convention Center Mortgage Loan and golf course membership fees under the Golf Course Use Agreement over the next five [removed: years under the applicable agreements,] [added: years,] subject to certain escalators and [removed: adjustments.][added: adjustments under the applicable agreements.]
If [removed: Caesars’] [added: our significant tenants’] businesses and properties fail to generate sufficient earnings, [removed: Caesars] [added: they] may be unable to satisfy [removed: its] [added: their] (or [removed: its] [added: their] subsidiaries’) obligations under [removed: the Caesars] [added: their respective] Lease [removed: Agreements, the Forum Convention Center Mortgage Loan, the Golf Course Use Agreement] [added: Agreements] and [removed: the] [added: loan and other agreements, including] related guarantees.
Additionally, these obligations may limit [removed: their] [added: our significant tenants’] ability to [added: fund their operations or development projects, raise capital,] make [added: acquisitions, and otherwise respond to competitive and economic changes by making] investments to maintain and grow their portfolio of businesses and properties, which may adversely affect their competitiveness and [added: the] ability [added: of their applicable subsidiaries and guarantors] to satisfy their obligations to [removed: us.][added: us under the applicable Lease Agreements and the related guarantees, respectively.]
Moreover, given [removed: Caesars’ significance] [added: the importance of our significant tenants] to our business, a failure on the part of [removed: Caesars to realize expected synergies and any related improvement] [added: a significant tenant] to [added: maintain] its [removed: creditworthiness,] [added: business performance] or [added: experience] any deterioration of its [removed: creditworthiness,] [added: creditworthiness] could materially and adversely affect us, even in the absence of a default under our agreements with [removed: Caesars.][added: such tenant.]
[removed: Subsidiaries of Caesars] [added: Our significant tenants and their subsidiaries] 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, [removed: the Caesars] [added: our respective] Lease Agreements and [removed: the Forum Convention Center Mortgage Loan] [added: loan and other agreements with them, as well as interest payments on their outstanding indebtedness,] which could adversely affect [removed: Caesars’ ability to fund its operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes] [added: our significant tenants’ business] and [removed: its] [added: operating condition, as well as their] ability to satisfy [removed: its] [added: their contractual] payment obligations to [removed: us under the Lease Agreements, the Forum Convention Center Mortgage Loan and the related guarantees.][added: us.]
In addition, [removed: during the initial seven years of the Caesars Lease Agreements, the] annual rent escalations under [removed: the Caesars] [added: our] Lease Agreements [added: over specified periods] will continue to apply regardless of the amount of cash flows generated by the properties that are subject to [removed: the Caesars] [added: such] Lease Agreements.
Accordingly, if the cash flows generated by such properties decrease, [removed: or] do not increase at the same rate as the rent escalations, [added: or do not increase as anticipated in connection with any such capital improvements,] the rents payable under [removed: the Caesars] [added: such] Lease Agreements will comprise a higher percentage of the cash flows generated by the [removed: subsidiaries of Caesars,] [added: applicable tenant and its subsidiaries,] which could make it more difficult for the applicable subsidiaries to meet their payment obligations to us under the [removed: Caesars] Lease Agreements and [removed: ultimately] could [added: ultimately] adversely affect the applicable guarantor’s ability to satisfy their respective obligations to us under the related guarantees.
[removed: Caesars’] [added: In addition, our significant tenants’] indebtedness and the fact that a significant portion of [removed: its] [added: their] cash flow [removed: is] [added: may be] used to make interest payments could adversely affect [removed: its] [added: their] ability to satisfy [removed: its] [added: their] obligations [added: to us] under the [removed: Caesars] [added: applicable] Lease Agreements and [removed: the Forum Convention Center Mortgage Loan.][added: other agreements.]
[removed: As disclosed in its Quarterly Report on Form 10-Q for the quarter ended September] 30, [removed: 2020,] [added: 2021,] Caesars’ consolidated estimated debt service (including principal and interest) for [removed: 2021] [added: 2022] will be approximately [removed: $917.0] [added: $880] million and [removed: $19.2] [added: $17.8] billion thereafter to maturity.
Such substantial indebtedness and the restrictive covenants under the agreements governing such indebtedness could limit the ability of the applicable tenants and borrower to satisfy their respective obligations to us under the [added: applicable] Lease Agreements and [added: other agreements with us, such as] the Forum Convention Center Mortgage [removed: Loan] [added: Loan,] and the ability of [removed: Caesars] [added: the guarantors of our significant tenants] to satisfy [removed: its] [added: their] obligations under the related guarantees.
As the landlord [added: and owner] of gaming facilities, we are impacted by the risks associated with the gaming industry.
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 control, including the [removed: immediate and long-term] [added: ongoing] effects of the COVID-19 [removed: pandemic.][added: pandemic, such as labor shortages, travel restrictions, supply chain disruptions and property closures.]
The gaming industry is characterized by a high degree of competition among a large number of participants, including [added: land-based casinos,] riverboat casinos, dockside casinos, [removed: land-based casinos,] video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of internet gaming, sports betting and other forms of gaming in the United States and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities.
Recently, there has been additional significant competition in the gaming industry as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market, internet gaming or legislative [removed: changes.][added: changes in various jurisdictions.]
We are and will always be significantly dependent on our tenants for our revenues.
Currently, a significant percentage of our revenue comes from Caesars, comprising 84% of our total revenues for the year ended December 31, 2021 (and, following the closing of the Venetian Acquisition and the completion of the pending MGP Transactions, from Caesars and MGM, with Caesars representing approximately 42% of total estimated annualized cash rent and MGM representing approximately 36% of total estimated annualized cash rent, after taking into account MGM’s pending sale of the operations of The Mirage Hotel & Casino in Las Vegas).
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other agreements or, due to our predominantly master lease structure, certain leases with respect to any particular property.
Several countries, including the United States, have instituted and continue to institute various restrictions on travel and large gatherings.
Relevant authorities may issue additional directives, mandates, orders or similar actions, which could result in additional closures of our tenants’ operations and our golf course operations.
Although all of our leased properties and our golf courses are currently open and operating, without restriction in some jurisdictions, they remain subject to any current or future operating limitations, restrictions or closures imposed by state and local governments and/or regulatory authorities.
While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, our tenants may continue to face additional challenges and uncertainty due to the impact of the COVID-19 pandemic, such as complying with operational and capacity restrictions, ensuring sufficient employee staffing and service levels, and maintaining improved operating margins and financial performance.
The ongoing nature of the pandemic, including the impact of emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be adversely affected in the future.
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Our properties on the Las Vegas Strip generated approximately 32% of our total revenues for the year ended December 31, 2021 (and subsequent to the Venetian Acquisition and MGP Transactions, are expected to generate approximately 45% of our total estimated annualized cash rent) and we expect this concentration to continue in the foreseeable future.
Our significant tenants are obligated to pay us rent under our Lease Agreements for the duration of the respective terms.
Through our Partner Property Growth Fund, we may also agree with our tenants to fund capital improvements in exchange for increased rent under the applicable Lease Agreement, which would increase the amount of such tenant’s rent obligations to us in accordance with the terms of the funding.
For example, as disclosed in Caesars’ Quarterly Report on Form 10-Q for the quarter ended September
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which may include a public offering of certain securities.
Consummation of the Mergers is conditioned on the receipt of approvals from a number of gaming regulatory authorities.
Such gaming regulatory authorities may impose conditions on the granting of such approvals and findings.
Such conditions and the process of obtaining such regulatory approvals could have the effect of delaying or impeding consummation of the Mergers or of imposing additional costs or limitations on us following the Mergers.
In addition, to the extent any of our officers or a member of our board of directors is found unsuitable, we would need to find a replacement, which may take time and could adversely impact our financial and operational performance, including our ability to successfully consummate the Mergers and integrate MGP into VICI.
Any such finding of unsuitability by regulatory authorities and resulting resignation or removal of an officer of VICI or a member of our board of directors could also impact our governance structure following the Mergers.
Inflation in December 2021 was at its highest level in approximately 40 years.
While certain of our Lease Agreements contain escalation provisions that are tied to changes in the consumer price index (“CPI”), these escalators in some cases do not apply until the future.
For example, under the Regional Master Lease Agreement, the escalator is 1.5% for the second through fifth years of the lease and for the remainder of the term, the escalator is CPI subject to a 2.0% floor.
Certain of these escalators are subject to a maximum cap, which could result in lower rent escalation than any such CPI increase in a single year or over a longer period.
As a result, our results of operations and cash flows and distributions to our stockholders could be lower than they would otherwise be if we did not enter into long-term triple net leases.
For example, each of the Caesars
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Our ability to sell or dispose of our properties may be limited by the contractual terms of our Lease Agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership.
In connection with the MGP Transactions, we have agreed with MGM to enter into the MGM Tax Protection Agreement upon consummation of such transactions, pursuant to which we have agreed, subject to certain exceptions, to indemnify MGM and certain other parties for certain tax liabilities resulting from, among other things, the sale, transfer, exchange or other disposition of certain properties during a specified period.
In addition, the BREIT JV previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring MGP, we will bear MGP’s approximate 50.1% proportionate share in the BREIT JV of any indemnity under this existing tax protection agreement.
In the event that we breach restrictions in these agreements, we will be liable for grossed-up tax amounts associated with the income or gain recognized as a result of such breach.
Therefore, although it may be in the best interests of our stockholders for us to sell a certain property, it may be economically prohibitive for us to do so during the specified period because of these indemnity obligations.
See “—Risks Related to an Investment in VICI Following the MGP Transactions—The MGM Tax Protection Agreement, during its term, imposes certain limits on our operations and could require New VICI Operating Company to indemnify MGM for certain tax liabilities.”
To the extent that such liens are recorded against any of our current or future properties, they may restrict our ability to sell or dispose of such properties while they remain in place.
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
We may not be able to purchase properties pursuant to our rights under certain agreements, including put-call and right of first refusal agreements, if we are unable to obtain additional financing.
These agreements are subject to additional terms and conditions that may impact our ability to acquire such properties.
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.
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.
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.
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.
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.
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.
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.
Our properties on the Las Vegas Strip generated approximately 30% of our lease revenue for the year ended December 31, 2020.
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.
Caesars and its subsidiaries are party to certain leasing and financial commitments with us, which may have a negative impact on Caesars’ business and operating condition.
Caesars and/or its subsidiaries entered into certain leasing and financial commitments, evidenced by agreements, with us.
In addition, prior to the Eldorado/Caesars Merger Caesars publicly disclosed that it expects to achieve synergies as a result of the Eldorado/Caesars Merger.
As a result of the COVID-19 pandemic or otherwise, Caesars may be unable to achieve 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 Caesars, including its creditworthiness, and impair its ability to meet its obligations to us.
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.
See [Item 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13) “Business-Our Lease Agreement-Caesars Lease Agreements-Overview” and [Item 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 to satisfy its obligations to us under the related guarantees.
We are dependent on the gaming industry and may be susceptible to the risks associated with it, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.
If the consummation of a pending
The Lease Agreements may restrict our ability to sell the properties.
trademarks and brand names, or under different trademarks and brand names we do not, or will not, own.
- $2.1 billion of total indebtedness outstanding under our Term Loan B Facility;
Our Term Loan B and Revolving Credit Facility are collateralized by substantially all of our properties.
To the extent the tenants under the Lease Agreements make any improvements, these improvements could cause mechanic’s liens or similar liens to attach to, and constitute liens on, our interests in the properties.
our common stock and make it more difficult for our stockholders to sell our shares at a time and price that they deem appropriate and could impair our future ability to raise capital through an offering of our equity securities.
Our ability to refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.
Our ability to refinance our existing indebtedness and any future indebtedness will depend, in part, on our current and projected financial condition, liquidity and results of operations and economic, financial, competitive, legislative, regulatory and other factors.
Many of these factors are beyond our control.
We cannot assure you that we will be able to refinance any of our indebtedness as it becomes due, on commercially reasonable terms or at all.
If we are not able to refinance our indebtedness as it becomes due, we will be obligated to pay such indebtedness with cash from our operations and we may not have sufficient cash to do so, which would have a material and adverse effect on us.
These restrictions could seriously harm our business by, among other things, limiting our operational flexibility.
An excerpt. Shown here: 40 of 138 rewritten, 40 of 239 added and 40 of 131 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2021 filing and the FY2020 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
171 rewritten, 204 added, 216 removed, 135 unchanged
[removed: *You should read the] [added: *The] following discussion and analysis of our financial condition and results of operations [added: should be read] in conjunction with the audited consolidated Financial Statements and notes thereto of VICI Properties 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* *[“Risk [removed: Factors”](#icef3bee4d3dc4e848494aecc5e0c6c96_19)*] [added: Factors”](#icabc55744e2c4d6ab7337d22602533b7_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 conduct our real property business through [removed: an operating partnership] [added: our Operating Partnership] and our golf course business through a TRS, VICI [removed: Golf LLC.][added: Golf.]
Key [removed: 2020] [added: 2021] Highlights
- Total revenues increased [removed: 37.0%] [added: 23.2%] year-over-year to [removed: $1.2] [added: $1.5] billion.
- Net income attributable to common stockholders was [removed: $891.7] [added: $1,013.9] million, or [removed: $1.75] [added: $1.76] per diluted share.
- AFFO increased [removed: 28.7%] [added: 25.3%] year-over-year to [removed: $835.8] [added: $1,047.4] million and AFFO per diluted share increased [removed: 10.8%] [added: 11.0%] to [removed: $1.64.][added: $1.82.]
- [removed: Increased] [added: Announced an increase in] our quarterly cash dividend to [removed: $0.33] [added: $0.36] per share (or [removed: $1.32] [added: $1.44] per share on an annualized basis), representing a [removed: 10.9%] [added: 9.1%] increase compared to our previous quarterly dividend.
- Settled [removed: all 65,000,000] [added: the remaining 26,900,000] shares of the [removed: Company's outstanding] June [removed: 2019 forward sale agreements] [added: 2020 Forward Sale Agreement] for net proceeds of approximately [removed: $1.3 billion.][added: $526.9 million.]
SUMMARY OF SIGNIFICANT [removed: 2020] [added: 2021] ACTIVITIES
The [removed: loan] [added: Great Wolf Mezzanine Loan] bears interest at [removed: an initial] [added: a] rate of [removed: 7.7%,] [added: 8.0% per annum and] has [removed: a] [added: an initial] term of [removed: five] [added: 3] years [removed: and is prepayable beginning in year three,] [added: with two successive 12-month extension options,] subject to certain conditions.
Simultaneous with the closing of the [removed: JACK Cleveland/Thistledown] [added: Venetian] Acquisition, we entered into [removed: a master triple-net lease agreement for JACK Cleveland and JACK Thistledown] [added: the Venetian Lease Agreement] with [removed: a subsidiary of JACK Entertainment.][added: the Venetian Tenant.]
The [removed: lease] [added: Venetian Lease Agreement] has an initial total annual rent of [removed: $65.9] [added: $250.0] million [removed: and, as subsequently amended,] [added: and] an initial term of [removed: 20] [added: 30] years, with [removed: three (rather than four) five-year] [added: two ten-year] tenant renewal options.
The tenant’s obligations under the lease are guaranteed by [removed: Rock Ohio Ventures LLC.][added: EBCI.]
- Sale of [removed: Bally’s Atlantic City.] [added: Louisiana Downs.] On November [removed: 18, 2020,] [added: 1, 2021,] we and Caesars closed on the previously announced transaction to sell [removed: Bally’s Atlantic City] [added: Harrah’s Louisiana Downs] to [removed: Bally’s Corporation] [added: Rubico Acquisition Corp.] for proceeds of [removed: $19.0] [added: $5.5] million to us.
The annual [added: base] rent payments under the Regional Master Lease Agreement [removed: remain] [added: remained] unchanged following completion of the disposition.
- [removed: Caesars] [added: Caesars] Southern Indiana Lease Agreement. On [removed: December 24, 2020,] [added: September 3, 2021,] in connection [added: and concurrent] with [removed: the Eastern Band] [added: EBCI’s acquisition] of [removed: Cherokee Indians’ (“EBCI”) agreement to acquire] the operations of Caesars Southern Indiana from Caesars, we [removed: agreed to enter] [added: entered] into [removed: a triple-net lease agreement] [added: the EBCI Lease Agreement] with [added: a subsidiary of] EBCI with respect to the real property associated with Caesars Southern [removed: Indiana, at the closing of EBCI’s acquisition.][added: Indiana.]
In addition, as part of the transaction, [added: we, EBCI and Caesars entered into] the [removed: parties] [added: Danville ROFR Agreement pursuant to which we] have [removed: agreed] [added: the first right] to [removed: negotiate] [added: enter into] a [removed: right of first refusal for VICI Properties on] [added: sale leaseback transaction with respect to] the real property associated with the development of a new casino resort in Danville, Virginia.
Initial total annual rent under the lease with EBCI [removed: will be] [added: is] $32.5 million.
The lease [removed: will have] [added: has] an initial term of 15 years, with four 5-year tenant renewal options.
The tenant’s obligations under the [added: MGM Master Lease and BREIT JV] lease will [added: continue to] be guaranteed by [removed: EBCI.][added: MGM.]
Annual base rent payments under the Regional Master Lease [removed: will be] [added: Agreement were] reduced by $32.5 million upon completion of EBCI’s acquisition of the operations of Caesars Southern Indiana and the execution of the [removed: lease] [added: EBCI Lease] between us and [removed: EBCI.][added: the tenant.]
- [removed: Partial Settlement] [added: Settlement] of June 2020 Forward Sale [removed: Offering.] [added: Agreement.] On September [removed: 28, 2020,] [added: 9, 2021,] we [removed: partially] [added: fully] settled the [added: remaining shares outstanding under the] June 2020 Forward Sale Agreement [removed: (as defined below)] by delivering [removed: 3,000,000] [added: 26,900,000] shares of our common stock to the forward purchaser in exchange for total net proceeds of approximately [removed: $63.0] [added: $526.9] million.
- [removed: June 2020 Forward Sale] [added: March 2021 Equity] Offering. On [removed: June 17, 2020,] [added: March 4, 2021,] we completed a primary follow-on offering of [removed: 29,900,000] [added: 69,000,000] shares of common stock (inclusive of [removed: 3,900,000] [added: 9,000,000] shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional [removed: shares)] [added: common stock)] at a public offering price of [removed: $22.15] [added: $29.00] per share for an aggregate offering value of [removed: $662.3] [added: $2,001.0] million, all of which are subject to [removed: a] forward sale [removed: agreement] [added: agreements] (the [removed: “June 2020] [added: “March 2021] Forward Sale [removed: Agreement”), which initially required settlement] [added: Agreements”) to be settled] by [removed: September 17, 2020.][added: March 4, 2022.]
Subsidiaries of Caesars, Penn National, [added: Seminole] Hard Rock, Century [removed: Casinos and] [added: Casino,] JACK [removed: Entertainment] [added: Entertainment, and EBCI] are the lessees of all of our properties pursuant to the Lease Agreements, and Caesars, Penn National, Seminole Hard Rock, Century [removed: Casinos or] [added: Casinos,] Rock Ohio Ventures LLC [removed: guarantees] [added: and EBCI guarantee] the obligations of their respective subsidiary tenants under the Lease Agreements.
See [Item [removed: 1A “Risk] [added: 1A](#icabc55744e2c4d6ab7337d22602533b7_19) [\-](#icabc55744e2c4d6ab7337d22602533b7_19) [“Risk] Factors—Risks Related to Our Business and [removed: Operations.”](#icef3bee4d3dc4e848494aecc5e0c6c96_19).][added: Operations.”](#icabc55744e2c4d6ab7337d22602533b7_19).]
For a full discussion on the impact of the COVID-19 Pandemic on our business see [Item [removed: 1 “Business—Impact] [added: 1](#icabc55744e2c4d6ab7337d22602533b7_13) [\-](#icabc55744e2c4d6ab7337d22602533b7_13) [“Business—Impact] of the COVID-19 Pandemic on Our [removed: Business.”](#icef3bee4d3dc4e848494aecc5e0c6c96_13)][added: Business.”](#icabc55744e2c4d6ab7337d22602533b7_13)]
We actively seek to grow our portfolio through acquisitions of, and investments in, experiential real estate in geographically diverse dynamic markets spanning hospitality, entertainment, [added: food and beverage,] leisure and gaming properties.
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 complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance, including the impact of the COVID-19 [removed: pandemic.][added: pandemic, such as inflation, labor shortages, travel restrictions and supply chain disruptions.]
We can provide no assurance that we will exercise any of our contractual rights to purchase one or more properties from Caesars, that Caesars [added: or EBCI, as applicable,] will trigger the rights of first offer under the Las Vegas Strip ROFR [removed: Agreement and] [added: Agreement,] Horseshoe Baltimore ROFR [removed: Agreement,] [added: Agreement] or [added: Danville ROFR Agreement, as applicable,] that we will otherwise be successful in acquiring any properties (whether subject to the Las Vegas Strip ROFR Agreement, the Horseshoe Baltimore ROFR Agreement, [added: the Danville ROFR Agreement,] or [removed: otherwise).][added: otherwise), or that our tenants will utilize any available financing opportunities under the Partner Property Growth Fund.]
Competition to enter into transactions, including sale leaseback transactions, with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those relating to recent [added: or historical] transactions.
Results of Operations for the Years Ended December 31, 2020 and [removed: December 31,] 2019
| (In thousands) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Variance | | |
| Income from sales-type and direct financing leases | | | $ | [removed: 1,007,508] [added: 1,167,972] | | | | | $ | [removed: 822,205] [added: 1,007,508] | | | | | $ | [removed: 185,303] [added: 160,464] | |
| Income from operating leases | | | [removed: 25,464] [added: —] | | | | | | [removed: 43,653] [added: 25,464] | | | | | | [removed: (18,189)] [added: (25,464)] | | |
| Income from lease financing receivables and loans | | | [removed: 153,017] [added: 283,242] | | | | | | [removed: —] [added: 153,017] | | | | | | [removed: 153,017] [added: 130,225] | | |
| Other income | | | [removed: 15,793] [added: 27,808] | | | | | | [removed: —] [added: 15,793] | | | | | | [removed: 15,793] [added: 12,015] | | |
| Golf revenues | | | [removed: 23,792] [added: 30,546] | | | | | | [removed: 28,940] [added: 23,792] | | | | | | [removed: (5,148)] [added: 6,754] | | |
| General and administrative | | | [removed: 30,661] [added: 33,122] | | | | | | [removed: 24,569] [added: 30,661] | | | | | | [removed: 6,092] [added: 2,461] | | |
| Other [removed: Expenses] [added: expenses] | | | [removed: 15,793] [added: 27,808] | | | | | | [removed: —] [added: 15,793] | | | | | | [removed: 15,793] [added: 12,015] | | |
We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure destinations.
Our national, geographically diverse portfolio currently consists of 28 market-leading properties, including Caesars Palace Las Vegas, Harrah’s Las Vegas and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip.
Our entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation.
Across over 62 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twelve states, contain approximately 25,000 hotel rooms and feature over 250 restaurants, bars and nightclubs.
Subsequent to the closing of the MGP Transactions, which we anticipate will occur in the first half of 2022, we will have 43 market leading properties, 10 of which will be located on the Las Vegas Strip, consisting of 117 million square feet, 57,500 hotel rooms and featuring over 730 restaurants, bars and nightclubs across our portfolio.
Our portfolio also includes three real estate loans, which we have originated for strategic reasons 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.
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 also own and operate four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.
We conduct our operations as a REIT for U.S. federal income tax purposes.
We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.
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 macroeconomic impact of the COVID-19 pandemic and market conditions more broadly.
Impact of the COVID-19 Pandemic on Our Business
Since the emergence of the COVID-19 pandemic in early 2020, among the broader public health, societal and global impacts, the pandemic has resulted in governmental and/or regulatory actions imposing temporary closures or restrictions from time to time on our tenants’ operations at our properties and our golf course operations.
Although all of our leased properties and our golf courses are currently open and operating, without restriction in some jurisdictions, they remain subject to any current or future operating limitations, restrictions or closures imposed by governments and/or regulatory authorities.
While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, our tenants may continue to face challenges and additional uncertainty due to the impact of the COVID-19 pandemic, such as complying with operational and capacity restrictions and ensuring sufficient employee staffing and service levels, and the sustainability of maintaining improved operating margins and financial performance.
The ongoing nature of the pandemic, including the impact of emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be adversely affected in the future.
All of our tenants have fulfilled their rent obligations through February 2022 and we regularly engage with our tenants in connection with their business performance, operations, liquidity and financial results.
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, the full extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, depends on future developments which cannot be predicted with confidence, including the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution, public acceptance and efficacy of
[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, our tenants’ financial performance and any future operating limitations or closures.
For more information, refer to “[Part I – Item 1A.
Risk Factors](#icabc55744e2c4d6ab7337d22602533b7_19)” included in this Annual Report on Form 10-K.
Significant Achievements
- Announced over $21.3 billion in transaction activity, including:
◦The MGP Transactions for approximately $17.2 billion, which upon closing will add $1,009.0 million of annualized rent to our portfolio;
◦The Venetian Acquisition for total consideration of $4.0 billion, which upon closing on February 23, 2022, added $250.0 million of annualized rent to our portfolio; and
◦The Great Wolf Mezzanine Loan, with a total commitment of $79.5 million and interest rate of 8.0%.
- Completed two equity offerings with an aggregate offering value of $5.4 billion.
- Used the proceeds from the September 2021 equity offering and settlement of the June 2020 Forward Sale Agreement to repay in full the $2.1 billion secured Term Loan B Facility and settle the outstanding interest rate swap agreements.
- MGP Transactions. On August 4, 2021, we, MGP and MGM, MGP’s controlling shareholder, announced that we entered into the MGP Master Transaction Agreement, pursuant to which we will acquire MGP for total consideration of $17.2 billion, inclusive of the assumption of approximately $5.7 billion of debt.
MGP is a publicly traded gaming REIT and the transaction will add $1,009.0 million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties (including the Mirage) spread across nine regions and comprising 33,000 hotel rooms, 3.6 million square feet of meeting and convention space and hundreds of food, beverage and entertainment venues.
Under the terms of the MGP Master Transaction Agreement, holders of MGP Common Shares will receive 1.366 shares of our newly issued common stock in exchange for each Class A common share of MGP.
The fixed Exchange Ratio represents an agreed upon price of $43.00 per share of MGP Class A common shares based on our trailing 5-day volume weighted average price of $31.47 as of July 30, 2021.
MGM will receive $43.00 per unit in cash for the redemption of the majority of its MGP Operating Partnership units that it holds for total cash consideration of approximately $4.404 billion and will also retain approximately 12.0 million units in a newly formed operating partnership of VICI Properties.
The MGP Class B share that is held by MGM will be cancelled and cease to exist.
Simultaneous with the closing of the transaction, we will enter into the MGM Master Lease Agreement with MGM.
The MGM Master Lease Agreement will have an initial term of 25 years, with three 10-year tenant renewal options and will have an initial total annual rent of $860.0 million, which will be reduced by $90.0 million to $770.0 million, subject to the pending sale of the Mirage (although, in connection with such sale, we agreed to enter into a new separate lease with Hard Rock related to the land and real estate assets of the Mirage which will have initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM Master Lease Agreement, as further described below).
Rent under the MGM Master Lease Agreement will escalate at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum and the annual increase in the CPI, subject to a 3.0% cap.
Additionally, we will retain MGP’s existing 50.1% ownership stake in the BREIT JV, which owns the real estate
OVERVIEW
We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations.
We lease our properties to subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment, with Caesars being our largest tenant.
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 years ended December 31, 2020, 2019 and 2018.
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
- 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.
- 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%.
[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)
- 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 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.
◦*Creation of Las Vegas Master Lease.* In consideration of a payment by us to (i) the tenant under the CPLV Lease Agreement of $1,189.9 million (the “CPLV Lease Amendment Payment”) and (ii) the tenant under the HLV Lease Agreement of $213.8 million (the “HLV Lease Amendment Payment”), upon the consummation of the Eldorado Transaction, (a) the CPLV Lease Agreement was amended to (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 thereunder associated with Caesars Palace Las Vegas by $83.5 million (the “CPLV Additional Rent 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 (D) provide for the amended terms described below, and (b) the HLV Lease Agreement and the related lease guaranty were terminated.
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.
Upon the consummation of the Eldorado Transaction, the right of first refusal agreement terminated, and we entered into the Centaur Put-Call Agreement, whereby (i) we 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 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) 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 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).
Either party will be able to trigger its respective put or call, as applicable, beginning on January 1, 2022 and ending on December 31, 2024.
The Centaur Put-Call Agreement provides that the leaseback of the Centaur Properties will be
implemented through the addition of the Centaur Properties to the Regional Master Lease Agreement.
- *Las Vegas Strip Assets ROFR*.
Upon the consummation of the Eldorado Transaction, we entered into the Las Vegas Strip ROFR Agreement pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that 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 Caesars elect to pursue a WholeCo sale).
The Las Vegas Strip assets subject to the Las Vegas Strip ROFR Agreement are the land and real estate assets associated (i) with respect to the first such asset subject to the Las Vegas Strip ROFR Agreement, 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 Strip ROFR Agreement, the foregoing assets plus The LINQ gaming facility.
If we enter into a sale leaseback transaction with Caesars on any of these facilities, the leaseback may be implemented through the addition of such properties to the Las Vegas Master Lease Agreement.
- *Horseshoe Baltimore ROFR.* Upon the consummation of the Eldorado Transaction, we entered into a right of first refusal agreement with Caesars (the “Horseshoe Baltimore ROFR Agreement”) pursuant to which we 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 asset).
- Acquisition of JACK Cleveland/Thistledown. On January 24, 2020, we completed the acquisition of the real estate of JACK Cleveland, located in Cleveland, Ohio and JACK Thistledown, located in North Randall, Ohio (the “JACK Cleveland/Thistledown Acquisition”) from JACK Entertainment, for approximately $843.3 million.
An excerpt. Shown here: 40 of 171 rewritten, 40 of 204 added and 40 of 216 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
0 rewritten, 13 added, 14 removed, 2 unchanged
Interest Rate Risk
Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows.
To achieve this objective, our consolidated subsidiaries primarily borrow on a fixed-rate basis for longer-term debt issuances.
As of December 31, 2021, we had $4,750.0 million aggregate principal amount of outstanding indebtedness, all of which has fixed rate interest.
Additionally, we are exposed to interest rate risk between the time we enter into a transaction and the time we finance the related transaction with long-term fixed-rate debt.
In addition, when that long-term debt matures, we may have to refinance the real estate at a higher interest rate.
In a rising interest rate environment, we have from time to time and may in the future seek to mitigate that risk by utilizing forward-starting interest rate swap agreements and other derivative instruments.
Market interest rates are sensitive to many factors that are beyond our control.
Capital Markets Risks
We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments.
We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through long-term indebtedness, borrowings under credit facilities or other debt instruments.
As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business.
We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates.
In the normal course of business, we are exposed to the effect of interest rate changes.
We have entered into derivative agreements to mitigate exposure to unexpected changes in interest.
Market risk refers to the risk of loss from adverse changes in market interest rates.
We periodically use derivative financial instruments to seek to manage, or hedge, interest rate risks related to our borrowings.
We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors.
We intend to enter into derivative agreements only with counterparties that we believe have a strong credit rating to mitigate the risk of counterparty default or insolvency.
As of December 31, 2020, we had $6,850.0 million of debt outstanding of which $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, 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.
We may manage, or hedge, interest rate risks related to our borrowings by means of interest rate swap agreements.
We also expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable rates for our indebtedness.
However, the REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities.
Item 1. Business
95 rewritten, 106 added, 61 removed, 242 unchanged
Our national, geographically diverse portfolio currently consists of 28 market leading properties, including Caesars Palace Las [removed: Vegas and] [added: Vegas,] Harrah’s Las [removed: Vegas, two] [added: Vegas and the Venetian Resort, three] of the most iconic entertainment facilities on the Las Vegas Strip.
Across over [removed: 47] [added: 62] million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twelve states, contain approximately [removed: 17,800] [added: 25,000] hotel rooms and feature over [removed: 200] [added: 250] restaurants, bars and nightclubs.
Our portfolio also includes three [removed: secured] real estate [removed: mortgages] [added: loan investments] that we have originated for strategic [removed: reasons, and were] [added: reasons] 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 [removed: of] [added: of, or entities managed, by] Caesars, Penn National, [added: Seminole] Hard Rock, Century [removed: Casinos and] [added: Casinos,] JACK Entertainment, [added: EBCI and Apollo,] with Caesars being our largest [removed: tenant.][added: tenant (and subsequent to the MGP Transactions, MGM and Caesars being our largest tenants).]
We believe we have a mutually beneficial relationship with each of [removed: Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment,] [added: our tenants,] all of which are leading owners and operators of gaming, entertainment and leisure properties.
Our long-term triple-net Lease Agreements with [removed: subsidiaries of] our [removed: operators] [added: tenants] provide us with a highly predictable revenue stream with embedded growth potential.
Pursuant to the terms of the Lease Agreements, which require our tenants to invest in our [removed: 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),] [added: properties,] 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.
[removed: Among] [added: Since] the [added: emergence of the COVID-19 pandemic in early 2020, among the] broader public health, societal and global impacts, the [removed: COVID-19] pandemic [added: has] resulted in [removed: state governments] [added: governmental] and/or regulatory [removed: authorities issuing various directives, mandates, orders or similar actions, resulting in] [added: actions imposing] temporary closures [removed: of] [added: or restrictions from time to time on] our tenants’ operations at [removed: all of] our [removed: properties.][added: properties and our golf course operations.]
Although [removed: the operations of] all of our [added: leased] properties [added: and our golf courses] are currently [removed: open,] [added: open and operating, without restriction in some jurisdictions,] they remain subject to any current or future operating [removed: limitations] [added: limitations, restrictions] or closures imposed by [removed: state and local governments] [added: governmental] and/or regulatory authorities.
[removed: The] [added: However, the] full extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts us, depends on future [removed: developments,] [added: developments] which [removed: are highly uncertain and] cannot be predicted with confidence, including the [removed: scope, severity and duration of the pandemic, the] actions taken to contain the pandemic or mitigate its impact, including the [removed: availability] [added: availability, distribution, public acceptance] and efficacy of [removed: one or more] approved vaccines, [removed: and] [added: new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus,] the direct and indirect economic effects of the pandemic and containment measures on our tenants, [removed: including] our tenants’ financial performance and [removed: the duration and extent of operating limitations, reduced capacity requirements and] any [removed: additional required] [added: future operating limitations or] closures.
All of our tenants have fulfilled their rent obligations through February [removed: 2021] [added: 2022] and we [removed: continue to] [added: regularly] engage with our tenants in connection with [removed: the ongoing COVID-19 pandemic and its impact on] their [removed: businesses, including with respect to their] [added: business performance,] operations, [removed: liquidity, financial performance] [added: liquidity] and [removed: contingency planning.][added: financial results.]
Risk [removed: Factors](#icef3bee4d3dc4e848494aecc5e0c6c96_19)”] [added: Factors](#icabc55744e2c4d6ab7337d22602533b7_19)”] included in this Annual Report on Form 10-K.
[added: - Leading portfolio of high-quality experiential gaming, hospitality, entertainment and leisure assets.] Our portfolio features Caesars Palace Las [removed: Vegas and] [added: Vegas,] Harrah’s Las Vegas and [added: the Venetian Resort and] market-leading urban, destination and regional properties with significant scale.
Our properties are well-maintained and leased to leading brands such as [added: Venetian,] Caesars, Harrah’s, Harvey’s, Horseshoe, Margaritaville, Greektown, JACK, Hard Rock, Century and Mountaineer.
Our portfolio is anchored by our Las Vegas properties, Caesars Palace Las [removed: Vegas and] [added: Vegas,] Harrah’s Las [removed: Vegas,] [added: Vegas and the Venetian Resort,] which are located at the center of the Las Vegas Strip.
The regional properties we own include award-winning [removed: land-based and dockside] casinos, hotels and entertainment facilities that are generally market leaders within their respective regions.
[added: -] Our properties feature diversified sources of revenue on both a business and geographic basis. [added: Our portfolio includes 28 geographically diverse casino resorts that serve numerous Metropolitan Statistical Areas (“MSAs”) nationally.]
[added: - Our long-term Lease Agreements provide a highly predictable base level of rent with embedded growth potential.] Our properties are 100% occupied pursuant to our long-term triple-net Lease Agreements with subsidiaries [removed: of] [added: of, or entities managed by,] Caesars, Penn National, [added: Seminole] Hard Rock, Century [removed: Casinos and] [added: Casinos,] JACK Entertainment, [added: EBCI and Apollo] providing us with a predictable level of rental revenue to support future cash distributions to our stockholders.
[removed: However, in the short-term] [added: While] our [added: tenants’ recent performance at many of our leased] properties [added: has been at or above pre-pandemic levels, some of our properties] have been [added: and continue to be] adversely impacted by the COVID-19 [removed: pandemic] [added: pandemic,] and the current operating results may not be indicative of long-term operating results.
We believe our [removed: relationship] [added: relationships] with Caesars, Penn National, [added: Seminole] Hard Rock, Century [removed: Casinos and] [added: Casinos,] JACK Entertainment, [added: EBCI and Apollo,] including our contractual agreements with them and their applicable subsidiaries, will continue to drive significant benefits and mutual alignment of strategic interests in the future.
[added: -] The payment obligations of our tenants are guaranteed by Caesars, Penn National, Seminole Hard Rock, Century [removed: Casinos and] [added: Casinos,] Rock Ohio Ventures [removed: LLC,] [added: LLC and EBCI,] as applicable. [added: All of our existing properties are leased to subsidiaries of, or entities managed by, Caesars, Penn National, Seminole Hard Rock, Century Casinos, JACK Entertainment, EBCI and Apollo.]
Caesars guarantees the payment obligations of our tenants under the Caesars Lease Agreements, 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 [removed: Agreement and] [added: Agreement,] Rock Ohio Ventures LLC guarantees the payment obligations of our tenants under the JACK Cleveland/Thistledown Lease [added: Agreement, and EBCI guarantees the payment obligations of our tenant under the EBCI Lease] Agreement.
In addition to the properties leased from us, [removed: Caesars, Penn National, Hard Rock and Century Casinos] [added: our tenants] operate numerous other casino resorts, collectively comprising a nationally recognized portfolio of brands.
[added: - An experienced management team with deep real estate and industry experience.] We have an experienced and independent management team that has been actively engaged in the leadership, acquisition and investment aspects of the hospitality, gaming, entertainment and real estate industries throughout their careers.
Mr. Pitoniak’s [added: prior] service as an independent board member of public companies provides him with a unique and meaningful management perspective and enables him to work with our independent board of directors as a trusted steward of our extensive portfolio.
[added: - A diverse and independent board of directors with robust business and corporate governance experience.] Our diverse and independent board of directors, which is made up of highly skilled and seasoned real estate, gaming, hospitality, consumer products and corporate professionals, was originally established to ensure no overlap between our tenants and the companies with which our directors are affiliated and has continued to improve and mature since our formation in 2017.
As of December 31, [removed: 2020,] [added: 2021,] 50% of our independent directors are women, one of whom is racially diverse.
Robust corporate governance in the best interests of our stockholders is of central importance to the management of our company, as we have a separate, independent [removed: Chairman] [added: Chair] of the [removed: Board,] [added: board of directors,] all members of our board except for our Chief Executive Officer are independent, and all members of our audit committee qualify as an “audit committee financial expert” as defined by the SEC.
The following [removed: map and] tables summarize [removed: our current portfolio] [added: the properties we will acquire upon consummation] of [removed: properties, our pending transactions] [added: the MGP Transactions] and [removed: our] [added: the] properties subject to [removed: right of first refusal agreements and] put/call agreements with Caesars.
[removed: Our] [added: The following tables summarize our current portfolio of] properties [added: which] are diversified across a range of primary uses, including gaming, hotel, convention, dining, entertainment, retail, golf course and other resort amenities and activities.
For an overview of the provisions of our Lease Agreements and the tenant capital expenditure requirements under our Lease [removed: Agreements] [added: Agreements,] refer to [Note [removed: 5] [added: 4] - Real Estate [removed: Portfolio](#icef3bee4d3dc4e848494aecc5e0c6c96_151)] [added: Portfolio](#icabc55744e2c4d6ab7337d22602533b7_133)] included in our Financial Statements within this Annual Report on Form 10-K.
Our loan portfolio [removed: includes] [added: consists of] three [removed: secured] real estate [removed: mortgages] [added: debt investments] that we have originated for strategic reasons, and may provide the potential to convert our investment into the ownership of certain of the underlying real estate in a future period.
For an overview of the provisions of our loan [removed: agreements] [added: agreements,] refer to [Note [removed: 5] [added: 4] - Real Estate [removed: Portfolio](#icef3bee4d3dc4e848494aecc5e0c6c96_151)] [added: Portfolio](#icabc55744e2c4d6ab7337d22602533b7_133)] included in our Financial Statements within this Annual Report on Form 10-K.
We have entered into several right of first refusal and put-call agreements, [added: as well as other strategic arrangements,] which we believe provide the opportunity for significant embedded growth as we pursue our future strategic objectives.
[added: |] Las [removed: Vegas Strip Assets ROFR][added: Vegas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
[removed: Upon the consummation of the Eldorado Transaction, we entered into] [added: - Las Vegas Strip Assets ROFR. We have] a right of first refusal agreement with Caesars [added: in connection with the consummation of the Eldorado Transaction] (the “Las Vegas Strip ROFR [removed: Agreement”)] [added: Agreement”),] pursuant to which we have the first right, with respect to the first two Las Vegas Strip assets described below that Caesars proposes to sell, whether pursuant to a sale leaseback or a sale of the real estate and operations (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 Caesars elect to pursue a WholeCo sale).
[removed: Upon the consummation of the Eldorado Transaction, the Second Amended and Restated Right of First Refusal Agreement between us and Pre-Merger Caesars terminated in accordance with its terms, which included the right of first refusal that we had with respect to the Centaur Properties, and we entered into a] [added: - Caesars Indianapolis] Put-Call [removed: Right Agreement] [added: Agreement. We have a put-call right agreement] with Caesars (the [removed: “Centaur] [added: “Caesars Indianapolis] Put-Call [removed: Agreement”),] [added: Agreement”) with respect to two gaming facilities in Indiana, Harrah’s Hoosier Park and Horseshoe Indianapolis (together, the “Indianapolis Properties”),] whereby (i) we have the right to acquire all of the land and real estate assets associated with the [removed: Centaur] [added: Indianapolis] 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 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) Caesars will have the right to require us to acquire the [removed: Centaur] [added: Indianapolis] Properties at a price equal to 12.5x the initial annual rent of each facility, and to simultaneously lease back each such [removed: Centaur] [added: Indianapolis] Property to a subsidiary of 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: Centaur] [added: Caesars Indianapolis] Put-Call Agreement provides that the leaseback of the [removed: Centaur] [added: Indianapolis] Properties will be implemented through the addition of the [removed: Centaur] [added: Indianapolis] Properties to the Regional Master Lease Agreement.
[added: -] Caesars Forum [removed: Put/Call Agreement][added: Put-Call Agreement. We have a put-call agreement with Caesars with respect to the Caesars Forum Convention Center (the “A&R Convention Center Put-Call Agreement”).]
[added: The A&R Convention Center Put-Call Agreement provides for] (i) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center (the “Convention Center Call Right”), at a price equal to 13.0x the initial annual rent for Caesars Forum Convention Center as proposed by Caesars (which shall be between $25.0 million and $35.0 million), exercisable by us from September 18, 2025 (the scheduled maturity date of the Forum Convention Center Mortgage Loan) until December 31, 2026, (ii) a put right in favor of Caesars, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center (the “Convention Center Put Right”) at a price equal to 13.0x the initial annual rent for the Caesars Forum Convention Center as proposed by Caesars (which shall be between $25.0 million and $35.0 million), exercisable by Caesars between January 1, 2024 and December 31, 2024, and (iii) if there is an event of default under the Forum Convention Center Mortgage Loan, the Convention Center Put Right will not be exercisable and we, at our option, may accelerate the Convention Center Call Right so that it is exercisable from the date of such event of default until December 31, 2026 (in addition to any other remedies available to us in connection with such event of default).
Subsequent to the closing of the MGP Transactions, which we anticipate will occur in the first half of 2022, we will have 43 market leading properties, 10 of which will be located on the Las Vegas Strip, consisting of 117 million square feet, 57,500 hotel rooms and featuring over 400 restaurants, bars and nightclubs across our portfolio.
While our tenants’ recent performance at many of our leased properties has been at or above pre-pandemic levels, our tenants may continue to face additional challenges and uncertainty due to the impact of the COVID-19 pandemic, such as complying with operational and capacity restrictions and ensuring sufficient employee staffing and service levels, and the sustainability of maintaining improved operating margins and financial performance.
The ongoing nature of the pandemic, including the impact of emerging variants, may further adversely affect our tenants’ businesses and, accordingly, our business and financial performance could be
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
adversely affected in the future.
Subsequent to the closing of the MGP Transactions, which we anticipate will occur in the first half of 2022, we will add 15 high-quality properties, seven of which are located on the Las Vegas Strip and eight of which are regional gaming destinations.
Subsequent to the closing of the MGP Transactions, we will add 15 high-quality properties to our portfolio, serving three additional MSAs nationally.
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
Upon closing of the MGP Transactions, we will enter into a long-term triple-net lease agreement with a subsidiary of MGM and we look forward to continuing to build our relationship with MGM.
In addition, in connection with the announcement of Hard Rock’s pending acquisition of the operations of the Mirage from MGM, on closing of such acquisition, we will enter into a triple-net lease agreement with Hard Rock with respect to the land and real estate assets of the Mirage, helping to further strengthen our relationship with Hard Rock.
The Venetian Tenant’s obligations under the Venetian Lease Agreement are not guaranteed by Apollo or any of its affiliates.
However, we are a third-party beneficiary to an agreement between the Venetian Tenant and Las Vegas Sands Corp. (“LVS”) whereby LVS provides contingent lease payment support through 2023, if certain conditions are met.
Subsequent to the closing of the MGP Transactions, MGM will guarantee the payment obligations of its tenant under the MGM Master Lease Agreement.
Subsequent to the closing of our pending transactions, our portfolio will include additional nationally recognized brands.
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
In addition, 50% of our board of director leaders (comprised of the Chairs of the board of directors and each committee) are women.
Current Portfolio
| | | | Venetian Resort | | | | | | Las Vegas, NV | | | | | | 225 | | | | | | 2,200 | | | | | | 7,100 | | | | | | Venetian | | |
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
| | | | Total Casinos | | | | | | 28 | | | | | | 2,115 | | | | | | 39,510 | | | | | | 25,062 | | | | | | | | |
| | | | Total | | | | | | 32 | | | | | | 2,115 | | | | | | 39,510 | | | | | | 25,062 | | | | | | | | |
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
Pending Acquisitions and Put/Call Properties
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| MSA / Property | | | | | | | | | Location | | | | | | Approx. Casino Sq. Ft. (000’s) | | | | | | Approx. Gaming Units | | | | | | Hotel Rooms | | | | | | Lease Agreement | | |
| Pending Acquisitions (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Excalibur | | | | | | Las Vegas, NV | | | | | | 94 | | | | | | 968 | | | | | | 3,981 | | | | | | MGM | | |
| | | | Luxor | | | | | | Las Vegas, NV | | | | | | 101 | | | | | | 907 | | | | | | 4,397 | | | | | | MGM | | |
| | | | The Mirage (2) | | | | | | Las Vegas, NV | | | | | | 94 | | | | | | 888 | | | | | | 3,044 | | | | | | Mirage (2) | | |
| | | | MGM Grand (3) | | | | | | Las Vegas, NV | | | | | | 169 | | | | | | 1,368 | | | | | | 4,993 | | | | | | MGM | | |
| | | | New York-New York/The Park | | | | | | Las Vegas, NV | | | | | | 81 | | | | | | 1,043 | | | | | | 2,024 | | | | | | MGM | | |
| | | | Mandalay Bay (3) | | | | | | Las Vegas, NV | | | | | | 152 | | | | | | 1,177 | | | | | | 4,750 | | | | | | MGM | | |
| | | | Park MGM | | | | | | Las Vegas, NV | | | | | | 66 | | | | | | 824 | | | | | | 2,898 | | | | | | MGM | | |
| Washington D.C. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | MGM National Harbor | | | | | | Prince George’s County, MD | | | | | | 146 | | | | | | 2,774 | | | | | | 308 | | | | | | MGM | | |
| Philadelphia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Borgata | | | | | | Atlantic City, NJ | | | | | | 87 | | | | | | 3,045 | | | | | | 2,767 | | | | | | MGM | | |
| Memphis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Gold Strike Tunica | | | | | | Tunica, MS | | | | | | 48 | | | | | | 1,014 | | | | | | 1,133 | | | | | | MGM | | |
| New York City | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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.
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.
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.
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.
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.
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.
Leading portfolio of high-quality experiential gaming, hospitality, entertainment and leisure assets.
The properties operate primarily under the Caesars, Harrah’s, Harvey’s, Horseshoe, Margaritaville, Greektown, JACK, Hard Rock, Century and Mountaineer trademark and brand names, which, in many instances, have market-leading brand recognition.
Our portfolio includes 28 geographically diverse casino resorts that serve numerous Metropolitan Statistical Areas (“MSAs”) nationally.
Our long-term Lease Agreements provide a highly predictable base level of rent with embedded growth potential.
All of our existing properties are leased to subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment.
In addition, Caesars uses the Caesars Rewards® program, which is core to its cross-market strategy and is designed to encourage Caesars’ customers to direct a larger share of their entertainment spending to Caesars.
Our other tenants operate their own customer loyalty rewards programs, including Penn National using the mychoice® rewards program, Hard Rock using the Hard Rock Rewards® program, Century Casinos using the Winners Zone® rewards program and JACK Entertainment using the ClubJACK® rewards program.
An experienced management team with deep real estate and industry experience.
A diverse and independent board of directors with robust business and corporate governance experience.
| | | | Harrah’s Louisiana Downs | | | | | | Bossier City, LA | | | | | | 12 | | | | | | 820 | | | | | | N/A | | | | | | Regional | | |
| | | | Total Casinos | | | | | | 28 | | | | | | 1,902 | | | | | | 38,130 | | | | | | 17,962 | | | | | | | | |
| | | | Total | | | | | | 32 | | | | | | 1,902 | | | | | | 38,130 | | | | | | 17,962 | | | | | | | | |
| | | | Indiana Grand Racing & Casino | | | | | | Anderson, IN | | | | | | 84 | | | | | | 2,070 | | | | | | N/A | | | | | | N/A | | |
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 two gaming facilities in Indiana - Harrah’s Hoosier Park and Indiana Grand (together, the “Centaur Properties”).
On September 18, 2020, concurrent with the entry into the Forum Convention Center Mortgage Loan, as further described in [Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations](#icef3bee4d3dc4e848494aecc5e0c6c96_43), we and a subsidiary of Caesars amended and restated the Amended and Restated Put-Call Right Agreement entered into on July 20, 2020 in connection with the consummation of the Eldorado Transaction (as further amended, the “A&R Convention Center Put-Call Agreement”) related to the Caesars Forum Convention Center.
The A&R Convention Center Put-Call Agreement provides for
Horseshoe Baltimore ROFR
Golf Course Use Agreement
We are independent from Caesars.
However, we believe we have a mutually beneficial relationship with Caesars.
Caesars Guaranty
An excerpt. Shown here: 40 of 95 rewritten, 40 of 106 added and 40 of 61 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2021 filing and the FY2020 filing.
Item 3. Legal Proceedings
1 rewritten, 3 added, 0 removed, 3 unchanged
As of December 31, [removed: 2020,] [added: 2021,] 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.
In connection with the Mergers, three lawsuits were filed by purported MGP shareholders and six lawsuits were filed by purported VICI stockholders challenging the disclosures made, as applicable, in the Registration Statement on Form S-4 filed on September 8, 2021 and the Prospectus filed on September 23, 2021.
The plaintiffs in each action sought, among other things, to enjoin the Mergers and the transactions contemplated by the MGP Master Transaction Agreement and an award of costs and attorneys’ fees.
Each of the lawsuits has been dismissed pursuant to applicable litigation procedure, although additional lawsuits arising out of the MGP Transactions may be filed in the future.
Cover and table of contents
44 rewritten, 53 added, 12 removed, 123 unchanged
For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]
As of June 30, [removed: 2020] [added: 2021] (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: $10.8] [added: $16.6] billion, based on the closing price of the common stock as reported on the NYSE on that date.
As of February [removed: 16, 2021,] [added: 22, 2022,] the registrant had [removed: 536,663,115] [added: 748,390,629] shares of common stock outstanding.
Portions of the Company’s definitive proxy statement relating to the [removed: 2021] [added: 2022] 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.
| | | | [Item 1 – [removed: Business](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] [added: Business](#icabc55744e2c4d6ab7337d22602533b7_13)] | | | [removed: [6](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] [added: [7](#icabc55744e2c4d6ab7337d22602533b7_13)] | | |
| | | | [Item 1A – Risk [removed: Factors](#icef3bee4d3dc4e848494aecc5e0c6c96_19)] [added: Factors](#icabc55744e2c4d6ab7337d22602533b7_19)] | | | [removed: [23](#icef3bee4d3dc4e848494aecc5e0c6c96_19)] [added: [23](#icabc55744e2c4d6ab7337d22602533b7_19)] | | |
| | | | [Item 1B – Unresolved Staff [removed: Comments](#icef3bee4d3dc4e848494aecc5e0c6c96_22)] [added: Comments](#icabc55744e2c4d6ab7337d22602533b7_22)] | | | [removed: [48](#icef3bee4d3dc4e848494aecc5e0c6c96_22)] [added: [52](#icabc55744e2c4d6ab7337d22602533b7_22)] | | |
| | | | [Item 2 – [removed: Properties](#icef3bee4d3dc4e848494aecc5e0c6c96_25)] [added: Properties](#icabc55744e2c4d6ab7337d22602533b7_25)] | | | [removed: [48](#icef3bee4d3dc4e848494aecc5e0c6c96_25)] [added: [52](#icabc55744e2c4d6ab7337d22602533b7_25)] | | |
| | | | [Item 3 – Legal [removed: Proceedings](#icef3bee4d3dc4e848494aecc5e0c6c96_28)] [added: Proceedings](#icabc55744e2c4d6ab7337d22602533b7_28)] | | | [removed: [48](#icef3bee4d3dc4e848494aecc5e0c6c96_28)] [added: [52](#icabc55744e2c4d6ab7337d22602533b7_28)] | | |
| | | | [Item 4 – Mine Safety [removed: Disclosures](#icef3bee4d3dc4e848494aecc5e0c6c96_31)] [added: Disclosures](#icabc55744e2c4d6ab7337d22602533b7_31)] | | | [removed: [48](#icef3bee4d3dc4e848494aecc5e0c6c96_31)] [added: [52](#icabc55744e2c4d6ab7337d22602533b7_31)] | | |
| | | | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icef3bee4d3dc4e848494aecc5e0c6c96_37)] [added: Securities](#icabc55744e2c4d6ab7337d22602533b7_37)] | | | [removed: [49](#icef3bee4d3dc4e848494aecc5e0c6c96_37)] [added: [53](#icabc55744e2c4d6ab7337d22602533b7_37)] | | |
| | | | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icef3bee4d3dc4e848494aecc5e0c6c96_43)] [added: Operations](#icabc55744e2c4d6ab7337d22602533b7_43)] | | | [removed: [51](#icef3bee4d3dc4e848494aecc5e0c6c96_43)] [added: [56](#icabc55744e2c4d6ab7337d22602533b7_43)] | | |
| | | | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#icef3bee4d3dc4e848494aecc5e0c6c96_55)] [added: Risk](#icabc55744e2c4d6ab7337d22602533b7_52)] | | | [removed: [71](#icef3bee4d3dc4e848494aecc5e0c6c96_55)] [added: [73](#icabc55744e2c4d6ab7337d22602533b7_52)] | | |
| | | | [Item 8 – Financial Statements and Supplementary [removed: Data](#icef3bee4d3dc4e848494aecc5e0c6c96_58)] [added: Data](#icabc55744e2c4d6ab7337d22602533b7_55)] | | | [removed: [71](#icef3bee4d3dc4e848494aecc5e0c6c96_58)] [added: [73](#icabc55744e2c4d6ab7337d22602533b7_55)] | | |
| | | | [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icef3bee4d3dc4e848494aecc5e0c6c96_61)] [added: Disclosure](#icabc55744e2c4d6ab7337d22602533b7_58)] | | | [removed: [71](#icef3bee4d3dc4e848494aecc5e0c6c96_61)] [added: [73](#icabc55744e2c4d6ab7337d22602533b7_58)] | | |
| | | | [Item 9A – Controls and [removed: Procedures](#icef3bee4d3dc4e848494aecc5e0c6c96_64)] [added: Procedures](#icabc55744e2c4d6ab7337d22602533b7_61)] | | | [removed: [72](#icef3bee4d3dc4e848494aecc5e0c6c96_64)] [added: [74](#icabc55744e2c4d6ab7337d22602533b7_61)] | | |
| | | | [Item 9B – Other [removed: Information](#icef3bee4d3dc4e848494aecc5e0c6c96_67)] [added: Information](#icabc55744e2c4d6ab7337d22602533b7_64)] | | | [removed: [72](#icef3bee4d3dc4e848494aecc5e0c6c96_67)] [added: [74](#icabc55744e2c4d6ab7337d22602533b7_64)] | | |
| [Part [removed: III](#icef3bee4d3dc4e848494aecc5e0c6c96_70)] [added: III](#icabc55744e2c4d6ab7337d22602533b7_67)] | | | | | | | | |
| | | | [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#icef3bee4d3dc4e848494aecc5e0c6c96_73)] [added: Governance](#icabc55744e2c4d6ab7337d22602533b7_70)] | | | [removed: [73](#icef3bee4d3dc4e848494aecc5e0c6c96_73)] [added: [75](#icabc55744e2c4d6ab7337d22602533b7_70)] | | |
| | | | [Item 11 – Executive [removed: Compensation](#icef3bee4d3dc4e848494aecc5e0c6c96_76)] [added: Compensation](#icabc55744e2c4d6ab7337d22602533b7_73)] | | | [removed: [73](#icef3bee4d3dc4e848494aecc5e0c6c96_76)] [added: [75](#icabc55744e2c4d6ab7337d22602533b7_73)] | | |
| | | | [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icef3bee4d3dc4e848494aecc5e0c6c96_79)] [added: Matters](#icabc55744e2c4d6ab7337d22602533b7_76)] | | | [removed: [73](#icef3bee4d3dc4e848494aecc5e0c6c96_79)] [added: [75](#icabc55744e2c4d6ab7337d22602533b7_76)] | | |
| | | | [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#icef3bee4d3dc4e848494aecc5e0c6c96_82)] [added: Independence](#icabc55744e2c4d6ab7337d22602533b7_79)] | | | [removed: [73](#icef3bee4d3dc4e848494aecc5e0c6c96_82)] [added: [75](#icabc55744e2c4d6ab7337d22602533b7_79)] | | |
| | | | [Item 14 – Principal Accounting Fees and [removed: Services](#icef3bee4d3dc4e848494aecc5e0c6c96_85)] [added: Services](#icabc55744e2c4d6ab7337d22602533b7_82)] | | | [removed: [73](#icef3bee4d3dc4e848494aecc5e0c6c96_85)] [added: [75](#icabc55744e2c4d6ab7337d22602533b7_82)] | | |
| | | | [Item 15 – Exhibits and Financial Statement [removed: Schedule](#icef3bee4d3dc4e848494aecc5e0c6c96_91)] [added: Schedule](#icabc55744e2c4d6ab7337d22602533b7_88)] | | | [removed: [74](#icef3bee4d3dc4e848494aecc5e0c6c96_91)] [added: [76](#icabc55744e2c4d6ab7337d22602533b7_88)] | | |
| | | | [Item 16 – Form 10-K [removed: Summary](#icef3bee4d3dc4e848494aecc5e0c6c96_97)] [added: Summary](#icabc55744e2c4d6ab7337d22602533b7_94)] | | | [removed: [77](#icef3bee4d3dc4e848494aecc5e0c6c96_97)] [added: [79](#icabc55744e2c4d6ab7337d22602533b7_94)] | | |
| [Index to Consolidated Financial Statements and [removed: Schedule](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] [added: Schedule](#icabc55744e2c4d6ab7337d22602533b7_100)] | | | | | | [F - [removed: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] [added: 1](#icabc55744e2c4d6ab7337d22602533b7_100)] | | |
*“CEOC” refers to Caesars Entertainment Operating Company, Inc., a Delaware corporation, and its subsidiaries, prior to [removed: the Formation Date,] [added: October 6, 2017 (the “Formation Date”),] and following the Formation Date, CEOC, LLC, a Delaware limited liability company and, as the context requires, its subsidiaries.
*“Eldorado Transaction” refers to a series of transactions between us and Eldorado in connection with the Eldorado/Caesars Merger, including the acquisition of the Harrah’s [removed: New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin properties,] [added: Original Call Properties,] modifications to the Caesars Lease Agreements, and rights of first refusal.*
*“Hard Rock” means [added: Seminole] Hard Rock International, [added: LLC,] and, as the context requires, its subsidiary and affiliate entities.*
*“Lease Agreements” refer collectively to the Caesars Lease Agreements, the Penn National Lease Agreements, the Hard Rock Cincinnati Lease Agreement, the Century Portfolio Lease [removed: Agreement and] [added: Agreement,] the JACK Cleveland/Thistledown Lease Agreement, [added: the EBCI Lease Agreement and the Venetian Lease Agreement,] unless the context otherwise requires.*
[removed: *“Master] [added: *“Eldorado Master] Transaction Agreement” or [removed: “MTA”] [added: “Eldorado MTA”] refers to the [removed: master transaction agreement] [added: Master Transaction Agreement dated June 24, 2019] with Eldorado relating to the Eldorado [removed: Transaction.*][added: Transaction.]
[removed: *“Revolving] [added: *“Secured Revolving] Credit Facility” refers to the five-year first lien revolving credit facility entered into by VICI [removed: PropCo,] [added: PropCo in December 2017,] as [removed: amended from time to time.*][added: amended, which was terminated on February 8, 2022.*]
*“Term Loan B Facility” refers to the seven-year senior secured first lien term loan B facility entered into by VICI PropCo in December 2017, as amended from time to [removed: time.*][added: time, which was repaid in full on September 15, 2021.*]
- The COVID-19 pandemic and its immediate and long-term effects, including its effect on our tenants and the gaming industry, [added: has adversely impacted the gaming industry and] 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 [removed: unless or until we substantially diversify our portfolio] an event that has a material adverse effect on any of our [added: significant] 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;
- We and our tenants face extensive regulation from gaming and other regulatory [removed: authorities;][added: authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption;]
- Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of other pending transactions, [added: including consummation of the MGP 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;
- [removed: Net] [added: Our long-term triple-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;
- We have a substantial amount of indebtedness, and [removed: may] [added: expect to] incur additional indebtedness in the future, that exposes us to the risk of default under our debt obligations, limits our operating flexibility, increases the risks associated with a downturn in our business or in the businesses of our tenants and requires us to use a substantial portion of our cash to service our debt obligations;
- Our properties [added: and the properties securing our loans] are subject to risks from [added: climate change and] natural [removed: disasters] [added: disasters,] such as earthquakes, hurricanes, [removed: severe weather, including as a result of climate change,] and [removed: terrorism;][added: other extreme weather conditions, and terrorist attacks or other acts of violence;]
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
| [Part I](#icabc55744e2c4d6ab7337d22602533b7_10) | | | | | | | | |
| [Part II](#icabc55744e2c4d6ab7337d22602533b7_34) | | | | | | | | |
| | | | [Item 6 – \[Reserved\]](#icabc55744e2c4d6ab7337d22602533b7_40) | | | [55](#icabc55744e2c4d6ab7337d22602533b7_40) | | |
| | | | [Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#icabc55744e2c4d6ab7337d22602533b7_1600) | | | [74](#icabc55744e2c4d6ab7337d22602533b7_1600) | | |
| [Part IV](#icabc55744e2c4d6ab7337d22602533b7_85) | | | | | | | | |
| [Signatures](#icabc55744e2c4d6ab7337d22602533b7_97) | | | | | | [80](#icabc55744e2c4d6ab7337d22602533b7_97) | | |
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
*“Apollo” refers to Apollo Global Management, Inc., a Delaware corporation, and, as the context requires, certain of its subsidiaries and affiliates.*
*“BREIT JV” refers to the joint venture between MGP and Blackstone Real Estate Income Trust, Inc. in which the Company will retain MGP’s existing 50.1% ownership stake following the closing of the MGP Transactions.*
*“Caesars Southern Indiana” refers to the real estate assets associated with the Caesars Southern Indiana Casino and Hotel, located in Elizabeth, Indiana, the operations of which were purchased by EBCI from Caesars on September 3, 2021, and which retained the Caesars brand name in accordance with the terms of a licensing agreement negotiated between EBCI and Caesars.*
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
*“Credit Agreement” refers to the Credit Agreement, dated as of February 8, 2022, by and among the Operating Partnership, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.*
*“Credit Facilities” refers collectively to the Delayed Draw Term Loan and the Revolving Credit Facility.*
*“Delayed Draw Term Loan” refers to the three-year unsecured delayed draw term loan facility of the Operating Partnership provided under the Credit Agreement.*
*“EBCI” refers to the Eastern Band of Cherokee Indians, a federally recognized Tribe located in western North Carolina, and, as the context requires, its subsidiary and affiliate entities.*
*“EBCI Lease Agreement” refers to the lease agreement for Caesars Southern Indiana, as amended from time to time.*
The Eldorado MTA was previously referred to as the “Master Transaction Agreement” or “MTA”.*
*“Harrah’s Original Call Properties” refers to the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, which we purchased on July 20, 2020 upon the consummation of the Eldorado Transaction.
The Harrah’s Original Call Properties were previously referred to as the “MTA Properties”.*
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
*“Mergers” refers to a series of transactions contemplated under the MGP Master Transaction Agreement, consisting of (i) the contribution of our interest in the Operating Partnership to New VICI Operating Company, which will serve as our new operating company, followed by (ii) the merger of MGP with and into REIT Merger Sub, with REIT Merger Sub surviving the merger, followed by (iii) the distribution by REIT Merger Sub of the interests of the general partner of MGP OP to the Operating Partnership and, (iv) the merger of REIT Merger Sub with and into MGP OP, with MGP OP surviving such merger.*
*“MGM” refers to MGM Resorts International, a Delaware corporation, and, as the context requires, its subsidiaries.*
*“MGM Master Lease Agreement” refers to the form of amended and restated triple-net master lease to be entered into by us and MGM with respect to certain MGM properties that will be owned by us upon consummation of the MGP Transactions.*
*“MGM Tax Protection Agreement” refers* *to the form of tax protection agreement that we have agreed to enter into with MGM upon consummation of the MGP Transactions.*
*“MGP” refers to MGM Growth Properties LLC, a Delaware limited liability company, and, as the context requires, its subsidiaries.*
*“MGP Master Transaction Agreement” refers to that certain Master Transaction Agreement between the Company, MGP, MGP OP, the Operating Partnership, Venus Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Operating Partnership (“REIT Merger Sub”), VICI Properties OP LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“New VICI Operating Company”), and MGM entered into on August 4, 2021.*
*“MGP OP” refers to MGM Growth Properties Operating Partnership LP, a Delaware limited partnership, and, as the context requires, its subsidiaries.*
*“MGP OP Notes” refers collectively to the notes* *issued by MGP OP and MGP Finance Co-Issuer, Inc. (“MGP Co-Issuer” and, together with MGP OP, the “MGP Issuers”), consisting of* *(i) the* *5.625% Senior Notes due 2024 issued pursuant to the indenture, dated as of April 20, 2016, (ii) the 4.625% Senior Notes due 2025 issued pursuant to the indenture, dated as of June 5, 2020, (iii) the 4.500% Senior Notes due 2026 issued pursuant to the indenture, dated as of August 12, 2016, (iv) the 5.750% Senior Notes due 2027 issued pursuant to the indenture, dated as of January 25, 2019, (v) the 4.500% Senior Notes due 2028 issued pursuant to the indenture, dated as of September 21, 2017, and (vi) the 3.875% Senior Notes due 2029 issued pursuant to the indenture, dated as of November 19, 2020, in each case, as amended or supplemented as of the date hereof, among the MGP Issuers, the subsidiary guarantors party thereto (the “MGP Subsidiary Guarantors”) and U.S. Bank National Association, as trustee (the “MGP Trustee”).*
*“MGP Transactions” refers collectively to a series of transactions pursuant to the MGP Master Transaction Agreement between us, MGP and MGM and the other parties thereto in connection with our acquisition of MGP, as contemplated by the MGP Master Transaction Agreement, including the MGM Tax Protection Agreement and the MGM Master Lease Agreement.*
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
*“Revolving Credit Facility” refers to the four-year unsecured revolving credit facility of the Operating Partnership provided under the Credit Agreement.*
*“Venetian Acquisition” refers to our acquisition of the Venetian Resort, with Apollo, which closed on February 23, 2022.*
*“Venetian Lease Agreement” refers to the lease agreement for the Venetian Resort.*
*“Venetian Resort” refers to the land and real estate assets associated with The Venetian Resort Las Vegas and Venetian Expo, located in Las Vegas, Nevada, which we purchased on February 23, 2022.*
*“Venetian Tenant” refers to an affiliate of certain funds managed by affiliates of Apollo.*
*“VICI Issuers” refers to VICI Properties L.P., a Delaware limited partnership and VICI Note Co. Inc., a Delaware corporation.*
[Table of](#icabc55744e2c4d6ab7337d22602533b7_7) [Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
- Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified;
- Our significant tenants and their subsidiaries 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, our respective Lease Agreements and loan and other agreements with them.
| [Part I](#icef3bee4d3dc4e848494aecc5e0c6c96_10) | | | | | | | | |
| [Part II](#icef3bee4d3dc4e848494aecc5e0c6c96_34) | | | | | | | | |
| | | | [Item 6 – Selected Financial Data](#icef3bee4d3dc4e848494aecc5e0c6c96_40) | | | [50](#icef3bee4d3dc4e848494aecc5e0c6c96_40) | | |
| [Part IV](#icef3bee4d3dc4e848494aecc5e0c6c96_88) | | | | | | | | |
| [Signatures](#icef3bee4d3dc4e848494aecc5e0c6c96_100) | | | | | | [78](#icef3bee4d3dc4e848494aecc5e0c6c96_100) | | |
*“Formation Date” refers to October 6, 2017.*
*“Senior Unsecured Notes” refers collectively to the November 2019 Senior Unsecured Notes and the February 2020 Senior Unsecured Notes.*
- 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;
- Our ability to refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control;
- We may not be able to purchase the properties subject to the A&R Convention Center Put-Call Agreement, the Centaur Properties Put-Call Agreement, the Las Vegas Strip Assets ROFR or the Horseshoe Baltimore ROFR and we may be forced to dispose of Harrah’s Las Vegas on disadvantageous terms;
- We may not qualify or maintain our qualification as a REIT;
An excerpt. Shown here: 40 of 44 rewritten, 40 of 53 added and all 12 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Item 2. Properties
2 rewritten, 0 added, 2 removed, 2 unchanged
Our geographically diverse portfolio consists of 28 market-leading [removed: properties that are leased to Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment,] [added: properties,] including Caesars Palace Las [removed: Vegas and] [added: Vegas,] Harrah’s Las [removed: Vegas, two] [added: Vegas and the Venetian Resort, three] of the most iconic entertainment facilities on the Las Vegas Strip, approximately 34 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.
See [Item [removed: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [\-](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [](#icef3bee4d3dc4e848494aecc5e0c6c96_13)[“Business](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [](#icef3bee4d3dc4e848494aecc5e0c6c96_13)[\-](#icef3bee4d3dc4e848494aecc5e0c6c96_13) [](#icef3bee4d3dc4e848494aecc5e0c6c96_13)[Our Properties”](#icef3bee4d3dc4e848494aecc5e0c6c96_13)] [added: 1 - “Business - Our Properties”](#icabc55744e2c4d6ab7337d22602533b7_13)] for further information pertaining to our properties.
All of our properties, except for Margaritaville, our Harrah’s Joliet property in Joliet, Illinois and our golf courses, secure our Term Loan B and Revolving Credit Facility.
See [Note 8](#icef3bee4d3dc4e848494aecc5e0c6c96_160) [—](#icef3bee4d3dc4e848494aecc5e0c6c96_160) [Debt](#icef3bee4d3dc4e848494aecc5e0c6c96_160) to our Consolidated Financial Statements for additional information.
Item 4. Mine Safety Disclosures
0 rewritten, 1 added, 1 removed, 4 unchanged
[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12 rewritten, 15 added, 3 removed, 22 unchanged
As of February [removed: 16, 2021,] [added: 22, 2022,] there were [removed: 536,663,115] [added: 748,390,629] shares of common stock issued and outstanding that were held by [removed: 70] [added: 120] stockholders of record, not including beneficial owners of shares registered in nominee or street name.
We cannot [removed: assure you] [added: make assurances] that our estimated distributions will be made or sustained or that our board of directors will not change our distribution policy in the future.
[removed: For more information regarding risk factors that could materially and adversely affect us and our ability to make cash distributions, see [Item 1A “Risk 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: 2020.][added: 2021.]
[removed: During the three months ended December 31, 2020, we] [added: We] did not [added: otherwise] repurchase any equity securities registered pursuant to Section 12 of the Exchange [removed: Act.][added: Act during the three months ended December 31, 2021.]
The graph below [removed: matches] [added: compares] our cumulative total stockholder return for the period from October 18, 2017 to December 31, [removed: 2020] [added: 2021] on [added: our] 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, the first date on which our shares of common stock were publicly traded,] [added: 2017] until December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
| Company / Index | | | | | | 10/18/17 | | | | | | 12/31/17 | | | | | | 12/31/18 | | | | | | 12/31/19 | | | | | | 12/31/20 | | | [added: | | | 12/31/21 | | |]
| VICI Properties Inc. | | | | | | $ | 100.0 | | | | | $ | 110.8 | | | | | $ | 106.8 | | | | | $ | 152.9 | | | | | $ | 162.0 | | [added: | | | $ | 200.5 | |]
| MSCI US REIT Index | | | | | | $ | 100.0 | | | | | $ | 99.9 | | | | | $ | 95.4 | | | | | $ | 120.1 | | | | | $ | 111.0 | | [added: | | | $ | 158.9 | |]
| S&P 500 | | | | | | $ | 100.0 | | | | | $ | 104.8 | | | | | $ | 100.2 | | | | | $ | 131.7 | | | | | $ | 156.0 | | [added: | | | $ | 200.7 | |]
For more information regarding risk factors that could materially and adversely affect us and our ability to make cash distributions, see [Item 1A “Risk Factors](#icabc55744e2c4d6ab7337d22602533b7_19)[”](#icabc55744e2c4d6ab7337d22602533b7_19).
[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
During the three months ended December 31, 2021, certain employees surrendered shares of common stock owned by them to us to satisfy their statutory minimum federal and state income tax obligations associated with the vesting of shares of restricted common stock issued under our 2017 Stock Incentive Plan.
The following table summarizes such common stock repurchases during the three months ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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, 2021 through October 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |
| November 1, 2021 through November 30, 2021 | | | | | | 3,123 | | | | | | 27.81 | | | | | | — | | | | | | — | | |
| December 1, 2021 through December 31, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | | 3,123 | | | | | | $ | 27.81 | | | | | — | | | | | | — | | |
(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.
[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Item 6. Selected Financial Data
0 rewritten, 2 added, 2 removed, 2 unchanged
\[Reserved.\]
[Table o](#icabc55744e2c4d6ab7337d22602533b7_7)[f Contents](#icabc55744e2c4d6ab7337d22602533b7_7)
Intentionally omitted.
[Table of Content](#icef3bee4d3dc4e848494aecc5e0c6c96_7)[s](#icef3bee4d3dc4e848494aecc5e0c6c96_7)
Item 8. Financial Statements and Supplementary Financial Data
2 rewritten, 0 added, 0 removed, 3 unchanged
The financial statements required by this item and the reports of the independent accountants thereon required by Item 15 - Exhibits and Financial Statement Schedule of this Form 10-K appear on pages F-2 to [removed: F-55.][added: F-57.]
See accompanying [Index to the Consolidated Financial [removed: Statements](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] [added: Statements](#icabc55744e2c4d6ab7337d22602533b7_100)] on page F-1.
Item 9A. Controls and Procedures
3 rewritten, 0 added, 0 removed, 12 unchanged
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] 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: 2020.][added: 2021.]
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: 2020.][added: 2021.]
Item 9B. Other Information
0 rewritten, 0 added, 1 removed, 3 unchanged
PART III
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 4 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than [removed: April 30, 2021] [added: May 2, 2022] with the SEC pursuant to Regulation 14A under the Exchange Act.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than [removed: April 30, 2021] [added: May 2, 2022] with the SEC pursuant to Regulation 14A under the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than [removed: April 30, 2021] [added: May 2, 2022] with the SEC pursuant to Regulation 14A under the Exchange Act.
Item 13. Certain Relationships and Related Transactions and Director Independence
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than [removed: April 30, 2021] [added: May 2, 2022] with the SEC pursuant to Regulation 14A under the Exchange Act.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 3 unchanged
The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than [removed: April 30, 2021] [added: May 2, 2022] with the SEC pursuant to Regulation 14A under the Exchange Act.
Item 15. Exhibits and Financial Statement Schedule
43 rewritten, 21 added, 6 removed, 94 unchanged
See the accompanying [Index to Consolidated Financial Statements and [removed: Schedule](#icef3bee4d3dc4e848494aecc5e0c6c96_103)] [added: Schedule](#icabc55744e2c4d6ab7337d22602533b7_100)] on page F-1.
| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm)] [added: [3.4](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm)] | | | | | | [Amended and Restated Bylaws of VICI Properties Inc. (as amended April 30, 2020)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000153/vicipropertiesincbylaws.htm) | | | | | | | | | | | | 10-Q | | | | | | 3.1 | | | | | | 7/29/2020 | | | | | |
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] | | | | | | [removed: [Supplemental Indenture No. 1 to the 4.250%] [added: [4.625%] Senior Notes Indenture, dated as of [removed: December 20,] [added: November 26,] 2019, 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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.10] [added: 4.2] | | | | | | [removed: 2/20/2020] [added: 11/26/2019] | | | | | |
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm)] [added: [4.4](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)] | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 11/26/2019 | | | | | |
| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2029notessupplemental.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] | | | | | | [removed: [Supplemental Indenture No. 1 to the 4.625%] [added: [3.500%] 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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2029notessupplemental.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.11] [added: 4.1] | | | | | | 2/20/2020 | | | | | |
| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2025inde.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | | | | | [removed: [3.500%] [added: [4.125%] Senior Notes Indenture, dated as of 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/1705696/000170569620000023/notesoffering-2025inde.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 4.1] [added: 4.3] | | | | | | 2/20/2020 | | | | | |
| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/description_ofxregisteredx.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/descriptionofregisteredsec.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/description_ofxregisteredx.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/descriptionofregisteredsec.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/lasvegaslease-fourthamendm.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/lasvegaslease-fourthamendm.htm)] | | | | | | [Fourth Amendment to Las Vegas Lease, dated as of November 18, 2020, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas [removed: LLC](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/lasvegaslease-fourthamendm.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/lasvegaslease-fourthamendm.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.3] | | | | | | [added: 2/18/2021] | | | | | |
| [removed: [10.4+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit102regionalleas.htm)] [added: [10.6+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit102regionalleas.htm)] | | | | | | [Regional Lease (Conformed through Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedules A and B thereto and CEOC, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit102regionalleas.htm) | | | | | | | | | | | | 8-K | | | | | | 10.2 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.5+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1013-regionalle.htm)] [added: [10.7+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1013-regionalle.htm)] | | | | | | [Sixth Amendment to Regional Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1013-regionalle.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.13 | | | | | | 10/28/2020 | | | | | |
| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/regionallease-seventhamend.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/regionallease-seventhamend.htm)] | | | | | | [Seventh Amendment to Regional Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B [removed: thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/regionallease-seventhamend.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/regionallease-seventhamend.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.6] | | | | | | [added: 2/18/2021] | | | | | |
| [removed: [10.7+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] [added: [10.12+](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm)] | | | | | | [removed: [Second Amendment to Lease (Joliet),] [added: [Lease (Joliet) (Conformed through Second Amendment),] dated as of July 20, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit103jolietlease-.htm) | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)[3](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm)] | | | | | | [Third Amendment to Lease (Joliet), dated as of September 30, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1014-jolietleas.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.14 | | | | | | 10/28/2020 | | | | | |
| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)[4](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] | | | | | | [Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited [removed: Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] [added: Partnership](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/jolietlease-fourthamendmen.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.9] | | | | | | [added: 2/18/2021] | | | | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex104.htm)[10](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)[7](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm)] | | | | | | [Amended and Restated Omnibus Amendment to Leases, dated October 27, 2020](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000181/exhibit1016-amendedand.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.16 | | | | | | 10/28/2020 | | | | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm)[11](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm)[8](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm)] | | | | | | [Second Amendment, dated as of July 20, 2020, to Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1012.htm) | | | | | | | | | | | | 8-K | | | | | | 10.12 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)[9](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof), CPLV Property Owner LLC, and Claudine Propco LLC (Las Vegas Master Lease)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit104.htm) | | | | | | | | | | | | 8-K | | | | | | 10.4 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)[20](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and the entities listed on Schedule A thereto (Regional Lease)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit105.htm) | | | | | | | | | | | | 8-K | | | | | | 10.5 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)[1](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm)] | | | | | | [Guaranty of Lease entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and Harrah’s Joliet Landco LLC (Joliet Lease)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit106.htm) | | | | | | | | | | | | 8-K | | | | | | 10.6 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm)[2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm)] | | | | | | [Second Amended and Restated Lease Agreement, dated April 3, 2020, by and among Jazz Casino Company, L.L.C., New Orleans Building Corporation and the City of New Orleans](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit107.htm) | | | | | | | | | | | | 8-K | | | | | | 10.7 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm)[3](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm)] | | | | | | [Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit108.htm) | | | | | | | | | | | | 8-K | | | | | | 10.8 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm)[4](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm)] | | | | | | [Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000162/secondarput-callrighta.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 9/18/2020 | | | | | |
| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm)[5](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm)] | | | | | | [Right of First Refusal Agreement entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and VICI Properties L.P. (Las Vegas Strip Assets)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1010.htm) | | | | | | | | | | | | 8-K | | | | | | 10.10 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm)[6](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm)] | | | | | | [Right of First Refusal Agreement entered into as of July 20, 2020 by and between Eldorado Resorts, Inc. (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date thereof) and VICI Properties L.P. (Horseshoe Baltimore)](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000143/exhibit1011.htm) | | | | | | | | | | | | 8-K | | | | | | 10.11 | | | | | | 7/21/2020 | | | | | |
| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)[7](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm)] | | | | | | [Tax Matters Agreement, dated as of October 6, 2017, by and among Caesars Entertainment Corporation, CEOC, LLC, VICI Properties Inc., VICI Properties L.P. and CPLV Property Owner LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1012.htm) | | | | | | | | | | | | 8-K | | | | | | 10.12 | | | | | | 10/11/2017 | | | | | |
| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] | | | | | | [Amended and Restated Agreement of Limited Partnership of VICI Properties L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm) | | | | | | | | | | | | 8-K | | | | | | 10.23 | | | | | | 10/11/2017 | | | | | |
| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] | | | | | | [Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm) | | | | | | | | | | | | 10 | | | | | | 10.20 | | | | | | 9/28/2017 | | | | | |
| [removed: [10.25†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] [added: [10.32†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and John Payne](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 9/26/2019 | | | | | |
| [removed: [10.26†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] [added: [10.33†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Edward Pitoniak](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm) | | | | | | | | | | | | 8-K | | | | | | 10.2 | | | | | | 9/26/2019 | | | | | |
| [removed: [10.27†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] [added: [10.34†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and David Kieske](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm) | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 9/26/2019 | | | | | |
| [removed: [10.28†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] [added: [10.35†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Samantha Gallagher](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm) | | | | | | | | | | | | 8-K | | | | | | 10.4 | | | | | | 9/26/2019 | | | | | |
| [removed: [10.29†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] [added: [10.36†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] | | | | | | [VICI Properties Inc. 2017 Stock Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm) | | | | | | | | | | | | 8-K | | | | | | 10.28 | | | | | | 10/11/2017 | | | | | |
| [removed: [10.30†](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] [added: [10.37†](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] | | | | | | [Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm) | | | | | | | | | | | | 10-K | | | | | | 10.52 | | | | | | 2/14/2019 | | | | | |
| [removed: [10.31†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] [added: [10.38†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] | | | | | | [Form of Restricted Stock Grant](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm) | | | | | | | | | | | | 10-K | | | | | | 10.39 | | | | | | 3/28/2018 | | | | | |
| [removed: [10.32†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] [added: [10.39†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] | | | | | | [Form of LTIP Time-Based Restricted Stock Grant Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 8/30/2018 | | | | | |
| [removed: [10.33†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] [added: [10.40†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] | | | | | | [Form of LTIP Performance-Based Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm) | | | | | | | | | | | | 8-K | | | | | | 10.2 | | | | | | 8/30/2018 | | | | | |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/vici202010-kexhibit211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit211.htm)] | | | | | | [Subsidiaries of VICI Properties [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/vici202010-kexhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/vici202010-kexhibit231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit231.htm)] | | | | | | [Consent of Deloitte & Touche LLP for VICI Properties [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/vici202010-kexhibit231.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [removed: [24.1](#icef3bee4d3dc4e848494aecc5e0c6c96_100)] [added: [24.1](#icabc55744e2c4d6ab7337d22602533b7_97)] | | | | | | [Power of Attorney (included on signature [removed: page)](#icef3bee4d3dc4e848494aecc5e0c6c96_100)] [added: page)](#icabc55744e2c4d6ab7337d22602533b7_97)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/vici202010-kexhibit311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit311.htm)] | | | | | | [Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569621000030/vici202010-kexhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/vici202110-kexhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
See the accompanying [Index to Consolidated Financial Statements and Schedule](#icabc55744e2c4d6ab7337d22602533b7_100) on page F-1.
| [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/mastertransactionagreementa.htm) | | | | | | [Master Transaction Agreement, dated August 4, 2021 by and among the Company, MGP, MGP OP, REIT Merger Sub, Existing VICI OP, New VICI Operating Company and MGM](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/mastertransactionagreementa.htm) | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 8/5/2021 | | | | | |
| [3.2](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm) | | | | | | [Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc.](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm) | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | 3/3/2021 | | | | | |
| [3.3](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm) | | | | | | [Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc.](http://www.sec.gov/Archives/edgar/data/0001705696/000170569621000183/vici-articlesofamendmentse.htm) | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | 9/14/2021 | | | | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm) | | | | | | [Fifth Amendment to Las Vegas Lease, dated as of September 3, 2021, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LL](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm)[C](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit104lasvegaslease-fi.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.4 | | | | | | 10/27/2021 | | | | | |
| [10.5](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit105-amendmenttolasv.htm) | | | | | | [Sixth Amendment to Las Vegas Lease, dated as of November 1, 2021, by and among CPLV Property Owner LLC and Claudine Propco LLC as Landlord and, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas LLC](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit105-amendmenttolasv.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [10.](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm)[9](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm) | | | | | | [Eighth Amendment to Regional Lease, dated as of September 3, 2021, by and among the entities listed on Schedules A and B thereto](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit105regionallease-ei.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.5 | | | | | | 10/27/2021 | | | | | |
| [10.10+](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1010regionallease-n.htm) | | | | | | [Ninth Amendment to Regional Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1010regionallease-n.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [10.11](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) | | | | | | [Tenth Amendment to Regional Lease, dated as of December 30,](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)[2021,](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) [by and among the entities listed on Schedules A and B](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) [](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm)[thereto](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1011regionallease-t.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [10.1](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)[5](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm) | | | | | | [Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnershi](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm)[p](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000224/exhibit106jolietlease-fift.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 10/27/2021 | | | | | |
| [10.16](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm) | | | | | | [Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership](https://www.sec.gov/Archives/edgar/data/1705696/000170569622000046/exhibit1016-amendmenttojol.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | |
| [10.28](http://www.sec.gov/Archives/edgar/data/0001705696/000170569622000019/vici-creditagreementconfor.htm) | | | | | | [Credit Agreement, dated as of February 8, 2022, among VICI Properties LP, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/0001705696/000170569622000019/vici-creditagreementconfor.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 2/8/2022 | | | | | |
| [10.29](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/commitmentletter-mgpacquis.htm) | | | | | | [Debt Commitment Letter, dated August 4, 2021, from Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000170569621000154/commitmentletter-mgpacquis.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 8/5/2021 | | | | | |
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\+ Portions of the exhibits have been redacted because (i) the registrant customarily and actually treats that information as private or confidential and (ii) the omitted information is not material.
| [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex21.htm) | | | | | | [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) | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 9/25/2019 | | | | | |
| [4.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm) | | | | | | [3.750% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2027inde.htm) | | | | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 11/26/2019 | | | | | |
| [4.7](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm) | | | | | | [4.125% Senior Notes Indenture, dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000023/notesoffering-2030inde.htm) | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 2/20/2020 | | | | | |
| [10.21](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000113/arcreditagreementedgar.htm) | | | | | | [Amended and Restated Credit Agreement among VICI Properties 1 LLC, Goldman Sachs Bank USA, as administrative agent, and the other lenders party thereto (Exhibit A to Amendment No. 3 to Credit Agreement by and among VICI Properties 1 LLC, Goldman Sachs Bank USA, as administrative agent, and the other loan parties thereto).](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000113/arcreditagreementedgar.htm) | | | | | | | | | | | | 8-K | | | | | | 10.3 | | | | | | 5/16/2019 | | | | | |
| [10.22](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000020/vici-2020repricingamen.htm) | | | | | | [First Amendment to Amended and Restated Credit Agreement, dated January 24, 2020, among VICI Properties 1 LLC, the lenders named therein and Goldman Sachs Bank USA, as administrative agent.](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000020/vici-2020repricingamen.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 1/24/2020 | | | | | |
\+ Portions of the exhibits have been redacted because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed.
An excerpt. Shown here: 40 of 43 rewritten, all 21 added and all 6 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedule in the FY2021 filing and the FY2020 filing.
Item 16. Form 10-K Summary
588 rewritten, 406 added, 272 removed, 1,016 unchanged
| February [removed: 18, 2021] [added: 23, 2022] | | | By: | | | /S/ EDWARD B. PITONIAK | | |
| /S/ EDWARD B. PITONIAK | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ DAVID A. KIESKE | | | | | | Chief Financial Officer | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ GABRIEL F. WASSERMAN | | | | | | Chief Accounting Officer | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ JAMES R. ABRAHAMSON | | | | | | Chair of the Board of Directors | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ DIANA F. CANTOR | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ MONICA H. DOUGLAS | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ ELIZABETH I. HOLLAND | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| /S/ MICHAEL D. RUMBOLZ | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 23, 2022] | | |
| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#icef3bee4d3dc4e848494aecc5e0c6c96_106)] [added: Firm](#icabc55744e2c4d6ab7337d22602533b7_103) (PCAOB ID No. 34)] | | | | | | [F - [removed: 2](#icef3bee4d3dc4e848494aecc5e0c6c96_106)] [added: 2](#icabc55744e2c4d6ab7337d22602533b7_103)] | | |
| | | | [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#icef3bee4d3dc4e848494aecc5e0c6c96_109)] [added: 2020](#icabc55744e2c4d6ab7337d22602533b7_106)] | | | | | | [F - [removed: 6](#icef3bee4d3dc4e848494aecc5e0c6c96_109)] [added: 5](#icabc55744e2c4d6ab7337d22602533b7_106)] | | |
| | | | Year Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | | | |
| | | | | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#icef3bee4d3dc4e848494aecc5e0c6c96_115)] [added: Income](#icabc55744e2c4d6ab7337d22602533b7_109)] | | | [F - [removed: 7](#icef3bee4d3dc4e848494aecc5e0c6c96_115)] [added: 6](#icabc55744e2c4d6ab7337d22602533b7_109)] | | |
| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#icef3bee4d3dc4e848494aecc5e0c6c96_118)] [added: Equity](#icabc55744e2c4d6ab7337d22602533b7_112)] | | | [F - [removed: 8](#icef3bee4d3dc4e848494aecc5e0c6c96_118)] [added: 7](#icabc55744e2c4d6ab7337d22602533b7_112)] | | |
| | | | | | | [Consolidated Statements of Cash [removed: Flows](#icef3bee4d3dc4e848494aecc5e0c6c96_121)] [added: Flows](#icabc55744e2c4d6ab7337d22602533b7_115)] | | | [F - [removed: 9](#icef3bee4d3dc4e848494aecc5e0c6c96_121)] [added: 8](#icabc55744e2c4d6ab7337d22602533b7_115)] | | |
[removed: | | | | [Notes to Consolidated Financial Statements](#icef3bee4d3dc4e848494aecc5e0c6c96_124) | | | | | | [F - 11](#icef3bee4d3dc4e848494aecc5e0c6c96_124) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)]
| | | | [Schedule I - Condensed Financial Information of Registrant Parent Company [removed: Only](#icef3bee4d3dc4e848494aecc5e0c6c96_268)] [added: Only](#icabc55744e2c4d6ab7337d22602533b7_172)] | | | | | | [S - [removed: 1](#icef3bee4d3dc4e848494aecc5e0c6c96_268)] [added: 1](#icabc55744e2c4d6ab7337d22602533b7_172)] | | |
We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 18, 2021,] [added: 23, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.
As discussed in Note [removed: 3] [added: 5] to the financial statements, effective January 1, 2020, the Company adopted Accounting Standard Update No. 2016-13 - [removed: *Financial] [added: Financial] Instruments-Credit Losses (Topic [removed: 326)*] [added: 326)] using the modified retrospective approach.
Critical Audit [removed: Matters][added: Matter]
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
Given the significant [removed: judgments made] [added: amount of judgment required] by [removed: the Company] [added: management] to estimate the [removed: fair value of its real estate assets as of the Modification Date,] [added: allowance for credit losses,] performing audit procedures to evaluate the reasonableness of the [removed: rent multiples] [added: estimated allowance for credit losses on the Company’s portfolio of sales-type leases, lease financing receivables and loans] required a high degree of auditor judgment and increased effort, including the need to involve our [removed: fair value] [added: credit] specialists.
- With the assistance of our [removed: fair value] [added: credit] specialists, we evaluated the [removed: valuation methodology] [added: reasonableness of the model’s methodology, which includes PD] and [removed: rent multiples by:][added: LGD assumptions.]
Allowance for Credit Losses— Refer to Notes 2 and [removed: 6] [added: 5] to the financial statements
[removed: On January 1, 2020, the] [added: The] Company [removed: adopted] [added: applies] Accounting Standard Codification Topic [removed: 326- Credit Losses, which requires the Company] [added: 326 - *Financial Instruments-Credit Losses*] to measure and record current expected credit losses (“CECL”) [added: using a discounted cash flow model] for its [removed: leases] [added: sales-type leases, lease financing receivables] and loans.
[removed: The Company elected to use a discounted cash flow model, which] [added: This model] requires [removed: management] [added: us] to develop cash flows [removed: that] [added: which is used to] project estimated credit losses over the life of the lease or loan and discount these cash flows at the asset’s effective interest [removed: rate to estimate the CECL allowance.][added: rate.]
Expected losses within the Company’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of its tenants [added: or borrowers and their parent guarantors] over the life of each [added: sales-type lease,] lease [removed: and loan by using a model from an independent third-party provider.][added: financing]
The PD and LGD are estimated during a reasonable and supportable period which is developed by using the current financial condition of the [removed: tenant] [added: tenants or borrowers] and [added: their parent guarantors and] applying it to a projection of economic conditions over a two-year term.
The PD and LGD are also estimated for a long-term period by using the average historical default rates and historical loss rates of public companies that have similar credit profiles or characteristics to the Company’s tenants [added: or borrowers] and their parent guarantors.
Significant inputs to the Company’s forecasting methods include the tenants’ short-term and long-term PD and LGD based on the tenant’s [added: or borrower’s and their parent guarantor’s] credit profile as well as the cash flows from each [added: sales-type lease,] lease [removed: and] [added: financing receivable or] loan.
Our audit procedures related to the allowance for credit losses for the Company’s [removed: investments in leases] [added: sales-type leases, lease financing receivables] and loans included the following, among others:
- We tested the inputs used to determine the short-term and long-term PD [removed: and LGD] of the tenants [added: or borrowers and their parent guarantors] by agreeing the respective credit rating and equity value of each [removed: tenant] [added: entity] to independent data.
We have audited the internal control over financial reporting of VICI Properties Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 18, 2021,] [added: 23, 2022,] expressed an unqualified opinion on those [added: consolidated] financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standard Update No. 2016-13 - *Financial Instruments-Credit Losses (Topic 326)*.
| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |
| | | | [Notes to Consolidated Financial Statements](#icabc55744e2c4d6ab7337d22602533b7_118) | | | | | | [F - 10](#icabc55744e2c4d6ab7337d22602533b7_118) | | |
receivable or loan by using a model from an independent third-party provider.
February 23, 2022
February 23, 2022
| Debt, net | | | $ | 4,694,523 | | | | | $ | 6,765,532 | |
| Accrued expenses and deferred revenue | | | 113,530 | | | | | | 155,807 | | |
| Dividends payable | | | 226,309 | | | | | | 176,992 | | |
| Other liabilities | | | 375,837 | | | | | | 471,537 | | |
| Total liabilities | | | 5,410,199 | | | | | | 7,569,868 | | |
| Net income attributable to common stockholders | | | $ | 1,013,851 | | | | | $ | 891,674 | | | | | $ | 545,964 | |
| Reclassification of realized loss on cash flow hedges to net income | | | 64,239 | | | | | | — | | | | | | — | | |
| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 1,013,851 | | | | | | 1,013,851 | | | | | | 9,307 | | | | | | 1,023,158 | | |
| Issuance of common stock, net | | | 919 | | | | | | | | | | | | 2,383,896 | | | | | | — | | | | | | — | | | | | | 2,384,815 | | | | | | — | | | | | | 2,384,815 | | |
| Reclassification of realized loss on cash flow hedges to net income | | | — | | | | | | | | | | | | — | | | | | | 64,239 | | | | | | — | | | | | | 64,239 | | | | | | — | | | | | | 64,239 | | |
| Balance as of December 31, 2021 | | | $ | 6,289 | | | | | | | | | | | $ | 11,755,069 | | | | | $ | 884 | | | | | $ | 346,026 | | | | | $ | 12,108,268 | | | | | $ | 78,906 | | | | | $ | 12,187,174 | |
| Depreciation | | | 3,091 | | | | | | 3,731 | | | | | | 3,831 | | |
| Change in allowance for credit losses | | | (19,554) | | | | | | 244,517 | | | | | | — | | |
| Accrued expenses and deferred revenue | | | (88,127) | | | | | | 49,588 | | | | | | 32,704 | | |
| Principal repayments of loan and receipts of deferred fees | | | 70,448 | | | | | | — | | | | | | — | | |
*“Apollo” refers to Apollo Global Management, Inc., a Delaware corporation, and, as the context requires, certain of its subsidiaries and affiliates.*
*“BREIT JV” refers to the joint venture between MGP and Blackstone Real Estate Income Trust, Inc. in which the Company will retain MGP’s existing 50.1% ownership stake following the closing of the MGP Transactions.*
*“Caesars Southern Indiana” refers to the real estate assets associated with the Caesars Southern Indiana Casino and Hotel, located in Elizabeth, Indiana, the operations of which were purchased by EBCI from Caesars on September 3, 2021, and which retained the Caesars brand name in accordance with the terms of a licensing agreement negotiated between EBCI and Caesars.*
*“Credit Agreement” refers to the Credit Agreement, dated as of February 8, 2022, by and among the Operating Partnership, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.*
*“Credit Facilities” refers collectively to the Delayed Draw Term Loan and the Revolving Credit Facility.*
*“Delayed Draw Term Loan” refers to the three-year unsecured delayed draw term loan facility of the Operating Partnership provided under the Credit Agreement.*
*“EBCI” refers to the Eastern Band of Cherokee Indians, a federally recognized Tribe located in western North Carolina, and, as the context requires, its subsidiary and affiliate entities.*
*“EBCI Lease Agreement” refers to the lease agreement for Caesars Southern Indiana, as amended from time to time.*
The Eldorado MTA was previously referred to as the “Master Transaction Agreement” or “MTA”.*
*“Harrah’s Original Call Properties” refers to the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, which we purchased on July 20, 2020 upon the consummation of the Eldorado Transaction.
The Harrah’s Original Call Properties were previously referred to as the “MTA Properties”.*
*“Mergers” refers to a series of transactions contemplated under the MGP Master Transaction Agreement, consisting of (i) the contribution of our interest in the Operating Partnership to New VICI Operating Company, which will serve as our new operating company, followed by (ii) the merger of MGP with and into REIT Merger Sub, with REIT Merger Sub surviving the merger, followed by (iii) the distribution by REIT Merger Sub of the interests of the general partner of MGP OP to the Operating Partnership and, (iv) the merger of REIT Merger Sub with and into MGP OP, with MGP OP surviving such merger.*
*“MGM” refers to MGM Resorts International, a Delaware corporation, and, as the context requires, its subsidiaries.*
*“MGM Master Lease Agreement” refers to the form of amended and restated triple-net master lease to be entered into by us and MGM with respect to certain MGM properties that will be owned by us upon consummation of the MGP Transactions.*
*“MGM Tax Protection Agreement” refers to the form of tax protection agreement that we have agreed to enter into with MGM upon consummation of the MGP Transactions.*
*“MGP Master Transaction Agreement” refers to that certain Master Transaction Agreement between the Company, MGP, MGP OP, the Operating Partnership, Venus Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Operating Partnership (“REIT Merger Sub”), VICI Properties OP LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“New VICI Operating Company”), and MGM entered into on August 4, 2021.*
*“MGP OP” refers to MGM Growth Properties Operating Partnership LP, a Delaware limited partnership, and, as the context requires, its subsidiaries.*
*“MGP OP Notes” refers collectively to the notes* *issued by MGP OP and MGP Finance Co-Issuer, Inc. (“MGP Co-Issuer” and, together with MGP OP, the “MGP Issuers”), consisting of* *(i) the* *5.625% Senior Notes due 2024 issued pursuant to the indenture, dated as of April 20, 2016, (ii) the 4.625% Senior Notes due 2025 issued pursuant to the indenture, dated as of June 5, 2020, (iii) the 4.500% Senior Notes due 2026 issued pursuant to the indenture, dated as of August 12, 2016, (iv) the 5.750% Senior Notes due 2027 issued pursuant to the indenture, dated as of January 25, 2019, (v) the 4.500% Senior Notes due 2028 issued pursuant to the indenture, dated as of September 21, 2017, and (vi) the 3.875% Senior Notes due 2029 issued pursuant to the indenture, dated as of November 19, 2020, in each case, as amended or supplemented as of the date hereof, among the MGP Issuers, the subsidiary guarantors party thereto (the “MGP Subsidiary Guarantors”) and U.S. Bank National Association, as trustee (the “MGP Trustee”).*
*“MGP Transactions” refers, collectively, to a series of transactions pursuant to the MGP Master Transaction Agreement between us, MGP and MGM and the other parties thereto in connection with our acquisition of MGP, as contemplated by the MGP Master Transaction Agreement, including the MGM Tax Protection Agreement and the MGM Master Lease Agreement.*
*“Revolving Credit Facility” refers to the four-year unsecured revolving credit facility of the Operating Partnership provided under the Credit Agreement.*
*“Venetian Acquisition” refers to our acquisition of the Venetian Resort, with Apollo, which closed on February 23, 2022.*
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Gain upon lease modification in connection with the Eldorado Transaction— Refer to Notes 2 and 10 to the financial statements
*Critical Audit Matter Description*
On July 20, 2020 (the “Modification Date”), in connection with the Eldorado Transaction, the Company modified its Caesars Lease Agreements, which included amending certain lease terms resulting in a lease modification in accordance with Accounting Standards Codification Topic 842- Leases.
Accordingly, the Company reassessed the lease classification of the Caesars Lease Agreements, which were previously classified as direct financing and operating leases and determined that the leases met the definition of a sales-type lease.
As a result, the Company reclassified the Caesars Lease Agreements to sales-type
leases, recorded the associated real estate assets at their estimated fair values as of the Modification Date, and recognized a gain equal to the difference in the fair value of the assets and their carrying amounts immediately prior to the Modification Date.
The Company’s valuation methodology used rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property operating performance and (iii) supply and demand dynamics of each property’s respective market.
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to the rent multiples used by management to estimate the fair value of the real estate assets as of the Modification Date, included the following, among others:
- We tested the effectiveness of controls over management’s estimation of fair value of real estate assets upon the Modification Date, including management’s controls related to the determination of rent multiples.
◦Assessing the reasonableness of management’s valuation methodology to estimate the fair value of real estate assets.
◦Assessing the impact of asset quality and location by comparing the multiples to observable market transactions of similar real estate assets.
◦Tracing property operating performance to executed lease agreements and operational data.
◦Assessing the impact of supply and demand dynamics by evaluating gaming competition in certain markets.
◦Testing the mathematical calculation of the valuation schedules.
Given the significant amount of judgment required by management to estimate the allowance for credit losses, performing audit procedures to evaluate the reasonableness of the estimated allowance for credit losses on the Company’s portfolio of leases and loans required a high degree of auditor judgment and increased effort, including the need to involve our credit specialists.
- With the assistance of our credit specialists, we evaluated the reasonableness of the methodology and assumptions around PD and LGD.
February 18, 2021
| Investments in leases - operating | | | — | | | | | | 1,086,658 | | |
| Loss on impairment | | | — | | | | | | — | | | | | | 12,334 | | |
| Balance as of December 31, 2017 | | | $ | 3,003 | | | | | | | | | | | $ | 4,645,824 | | | | | $ | — | | | | | $ | 42,662 | | | | | $ | 4,691,489 | | | | | $ | 84,875 | | | | | $ | 4,776,364 | |
| Net income | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 523,619 | | | | | | 523,619 | | | | | | 8,498 | | | | | | 532,117 | | |
| Issuance of common stock from Initial Public Offering | | | 695 | | | | | | | | | | | | 1,306,424 | | | | | | — | | | | | | — | | | | | | 1,307,119 | | | | | | — | | | | | | 1,307,119 | | |
| Issuance of common stock from follow-on offering | | | 345 | | | | | | | | | | | | 693,844 | | | | | | — | | | | | | — | | | | | | 694,189 | | | | | | — | | | | | | 694,189 | | |
| Accrued interest | | | 26,269 | | | | | | 5,969 | | | | | | (7,411) | | |
| Deferred revenue | | | 23,319 | | | | | | 26,735 | | | | | | (24,512) | | |
| Lease modification fee | | | — | | | | | | — | | | | | | 159,000 | | |
| Transfer of Investments in leases - operating to Land | | | — | | | | | | — | | | | | | 22,189 | | |
| Transfer of Investments in leases - sales-type and direct financing to Investments in leases - operating | | | — | | | | | | — | | | | | | 10,967 | | |
CEOC was a subsidiary of Pre-Merger Caesars, and following the consummation of the Eldorado/Caesars Merger, is a subsidiary of Caesars.*
*“Formation Date” refers to October 6, 2017.*
*“Senior Unsecured Notes” refers collectively to the November 2019 Senior Unsecured Notes and the February 2020 Senior Unsecured Notes.*
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.
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.
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.
We continue to closely monitor the impact of the COVID-19 pandemic on us and our tenants.
As such, we did not reassess the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842.
Prior to the consummation of the Eldorado Transaction, the Caesars Lease Agreements continued to be accounted for as direct financing leases and were included within Investments in leases - sales-type and direct financing, net on the Balance Sheet, with the exception of the land component of Caesars Palace Las Vegas, which was determined to be an operating lease and was included in Investments in leases - operating on the Balance Sheet.
An excerpt. Shown here: 40 of 588 rewritten, 40 of 406 added and 40 of 272 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2021 filing and the FY2020 filing.