Item 15. Exhibits and Financial Statement Schedules

70K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

(a)(1). Financial Statements.

See the accompanying Index to Consolidated Financial Statements and Schedules on page F-1.

(a)(2). Financial Statement Schedules.

See the accompanying Index to Consolidated Financial Statements and Schedules on page F-1.

(a)(3). Exhibits.

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormExhibitFiling Date
3.1Articles of Amendment and Restatement of VICI Properties Inc.8-K3.110/11/2017
3.2Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc.8-K3.13/3/2021
3.3Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc.8-K3.19/14/2021
3.4Amended and Restated Bylaws of VICI Properties Inc. (as amended December 19, 2022).10-K3.42/23/2023
4.14.250% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.8-K4.111/26/2019
4.2Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.10-K4.22/22/2024
4.34.625% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.8-K4.211/26/2019
4.4Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.10-K4.42/22/2024
4.53.750% 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.8-K4.211/26/2019
4.6Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.10-K4.82/22/2024
4.74.125% 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.8-K4.32/20/2020
4.8Supplemental Indenture, dated as of April 29, 2022, to the Indenture dated as of February 5, 2020, among VICI Properties L.P., VICI Note Co. Inc., and UMB Bank, National Association, as trustee.10-K4.102/22/2024
4.9Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee.8-K4.14/29/2022
4.10First Supplemental Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee.8-K4.24/29/2022
4.11Second Supplemental Indenture, dated as of March 18, 2024, between VICI Properties L.P. and UMB Bank, National Association, as trustee.8-K4.23/18/2024
4.12Third Supplemental Indenture, dated as of December 19, 2024, between VICI Properties L.P. and UMB Bank, National Association, as trustee.8-K4.212/19/2024
4.13Form of Global Note representing the 4.375% Senior Notes due 2025 (included in Exhibit 4.10).8-K4.34/29/2022
4.14Form of Global Note representing the 4.750% Senior Notes due 2028 (included in Exhibit 4.10).8-K4.44/29/2022
4.15Form of Global Note representing the 4.950% Senior Notes due 2030 (included in Exhibit 4.10).8-K4.54/29/2022
4.16Form of Global Note representing the 5.125% Senior Notes due 2032 (included in Exhibit 4.10).8-K4.64/29/2022
4.17Form of Global Note representing the 5.625% Senior Notes due 2052 (included in Exhibit 4.10).8-K4.74/29/2022
4.18Form of Global Note representing the 5.750% Senior Notes due 2034 (included in Exhibit 4.11)8-K4.33/18/2024
4.19Form of Global Note representing the 6.125% Senior Notes due 2054 (included in Exhibit 4.11)8-K4.43/18/2024
4.20Form of Global Note representing the 5.125% Senior Notes due 2031 (included in Exhibit 4.12)8-K4.312/19/2024
4.21Indenture, dated as of April 29, 2022, relating to the 4.625% Senior Notes due 2025, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.8-K4.94/29/2022
4.22Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2026, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.8-K4.104/29/2022
4.23Indenture, dated as of April 29, 2022, relating to the 5.750% Senior Notes due 2027, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.8-K4.114/29/2022
4.24Indenture, dated as of April 29, 2022, relating to the 4.500% Senior Notes due 2028, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.8-K4.124/29/2022
4.25Indenture, dated as of April 29, 2022, relating to the 3.875% Senior Notes due 2029, between VICI Properties L.P., VICI Note Co. Inc. and UMB Bank, National Association, as trustee.8-K4.134/29/2022
4.26Form of Global Note representing the 4.625% Senior Notes due 2025 (included in Exhibit 4.21).8-K4.154/29/2022
4.27Form of Global Note representing the 4.500% Senior Notes due 2026 (included in Exhibit 4.22).8-K4.164/29/2022
4.28Form of Global Note representing the 5.750% Senior Notes due 2027 (included in Exhibit 4.23).8-K4.174/29/2022
4.29Form of Global Note representing the 4.500% Senior Notes due 2028 (included in Exhibit 4.24).8-K4.184/29/2022
4.30Form of Global Note representing the 3.875% Senior Notes due 2029 (included in Exhibit 4.25).8-K4.194/29/2022
4.31Indenture, dated as of June 5, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee.8-K4.16/5/2020
4.32First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.8-K4.59/27/2021
4.33Indenture, dated as of August 12, 2016, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.8-K4.18/12/2016
4.34Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.8-K4.29/27/2021
4.35Indenture, dated as of January 25, 2019, among the MGM Growth Propertied Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.8-K4.11/25/2019
4.36Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.8-K4.49/27/2021
4.37Indenture, dated as of September 21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.8-K4.19/21/2017
4.38Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.8-K4.39/27/2021
4.39Indenture, dated as of November 19, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee.8-K4.111/20/2020
4.40First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.8-K4.69/27/2021
4.41Description of SecuritiesX
10.1Las Vegas Lease (Conformed through Second Amendment), dated as of July 20, 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 LLC as Tenant8-K10.17/21/2020
10.2Third Amendment to Las Vegas Lease, dated as of September 30, 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 LLC10-Q10.1510/28/2020
10.3Fourth 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 LLC10-K10.32/18/2021
10.4Fifth 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 LLC10-Q10.410/27/2021
10.5Sixth 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 LLC10-K10.52/23/2022
10.6+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, LLC8-K10.27/21/2020
10.7+Sixth Amendment to Regional Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto10-Q10.1310/28/2020
10.8Seventh Amendment to Regional Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto10-K10.62/18/2021
10.9Eighth Amendment to Regional Lease, dated as of September 3, 2021, by and among the entities listed on Schedules A and B thereto10-Q10.510/27/2021
10.10+Ninth Amendment to Regional Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto10-K10.102/23/2022
10.11Tenth Amendment to Regional Lease, dated as of December 30, 2021, by and among the entities listed on Schedules A and B thereto10-K10.112/23/2022
10.12Eleventh Amendment to Regional Lease, dated as of August 25, 2022, by and among the entities listed on Schedules A and B thereto.10-Q10.110/27/2022
10.13Twelfth Amendment to Regional Lease, dated as of April 7, 2023, by and among the entities listed on Schedules A and B thereto10-Q10.15/1/2023
10.14+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 Partnership8-K10.37/21/2020
10.15Third Amendment to Lease (Joliet), dated as of September 30, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership10-Q10.1410/28/2020
10.16Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership10-K10.92/18/2021
10.17Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership10-Q10.610/27/2021
10.18Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership10-K10.162/23/2022
10.19Amended and Restated Omnibus Amendment to Leases, dated October 27, 202010-Q10.1610/28/2020
10.20Guaranty 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)8-K10.47/21/2020
10.21Guaranty 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).8-K10.57/21/2020
10.22Guaranty 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 (Caesars Joliet Lease)8-K10.67/21/2020
10.23Amended and Restated Master Lease, by and between MGP Lessor, LLC and MGM Lessee, LLC, dated as of April 29, 2022.8-K10.14/29/2022
10.24First Amendment to Amended and Restated Master Lease, dated as of December 19, 2022, by and between MGP Lessor, LLC and MGM Lessee, LLC.8-K10.112/19/2022
10.25Second Amendment to Amended and Restated Master Lease, dated as of February 15, 2023, by and between MGP Lessor, LLC and MGM Lessee, LLC.10-K10.242/23/2023
10.26Amended and Restated Guaranty of Master Lease, by and between MGM Resorts International and MGP Lessor, LLC, dated as of April 29, 2022.8-K10.24/29/2022
10.27Tax Protection Agreement, by and among VICI Properties Inc., VICI Properties OP LLC, MGM Resorts International and the other parties thereto, dated as of April 29, 2022.8-K10.34/29/2022
10.28Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC and MGM Lessee II, LLC, dated as of February 14, 202010-K10.312/23/2023
10.29Guaranty of Lease Documents, by and between MGM Resorts International and Mandalay PropCo, LLC, MGM Grand PropCo, LLC, dated as of February 14, 202010-K10.322/23/2023
10.30Loan Agreement, by and among Mandalay PropCo, LLC, MGM Grand PropCo, LLC, Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG. New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., as administrative agent, dated as of February 14, 202010-K10.332/23/2023
10.31First Amendment to Loan Agreement, dated as of March 30, 2020, among Mandalay Bay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender10-K10.342/23/2023
10.32Second Amendment to Loan Agreement, dated as of May 1, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender10-K10.352/23/2023
10.33Third Amendment to Loan Agreement, dated as of July 15, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Wilmington Trust, National Association, solely in its capacity as trustee for the benefit of the holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Lender10-K10.362/23/2023
10.34Credit 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.8-K10.12/9/2022
10.35First Amendment to Credit Agreement, dated as of July 15, 2022, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.10-Q10.17/27/2022
10.36Second Amendment to Credit Agreement dated as of August 4, 2023, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.10-Q10.110/25/2023
10.37Third Amendment to Credit Agreement dated as of June 17, 2024, to the Credit Agreement dated as of February 8, 2022, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.10-Q10.17/31/2024
10.38Credit Agreement, dated as of February 3, 2025, by and among VICI Properties L.P., as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, N.A., as Administrative Agent8-K10.12/4/2025
10.39Second Amended and Restated Agreement of Limited Partnership of VICI Properties L.P.8-K10.54/29/2022
10.40Amended and Restated Limited Liability Company Agreement of VICI Properties OP LLC.8-K10.44/29/2022
10.41Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.1010.209/28/2017
10.42†Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and John Payne.8-K10.19/26/2019
10.43†Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Edward Pitoniak.8-K10.29/26/2019
10.44†Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and David Kieske.8-K10.39/26/2019
10.45†Amended and Restated Employment Agreement, dated as of September 25, 2019, by and between VICI Properties Inc., VICI Properties L.P. and Samantha Gallagher.8-K10.49/26/2019
10.46†VICI Properties Inc. 2017 Stock Incentive Plan.8-K10.2810/11/2017
10.47†Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive Plan.10-K10.522/14/2019
10.48†Form of Restricted Stock Grant.10-K10.393/28/2018
10.49†Form of LTIP Time-Based Restricted Stock Grant Agreement.10-K10.472/22/2024
10.50†Form of LTIP Performance-Based Restricted Stock Unit Agreement.10-K10.482/22/2024
19.1Inside Information and Securities Trading Policy and Procedures of VICI Properties Inc.X
21.1Subsidiaries of VICI Properties Inc.X
21.2Subsidiaries of VICI Properties L.P.X
23.1Consent of Deloitte & Touche LLP for VICI Properties Inc.X
23.2Consent of Deloitte & Touche LLP for VICI Properties L.P.X
24.1Power of Attorney (included on signature page)X
31.1VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.3VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.4VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.3VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.4VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
97.1VICI Properties Inc. Incentive Compensation Clawback Policy10-K97.12/22/2024
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Furnished herewith

† Management contracts and compensation plans and arrangements.

+ 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.

Previous: Item 14. Principal Accountant Fees and Services · Next: Item 16. Form 10-K Summary