Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial position and operating results of VICI Properties Inc. for the three and nine months ended September 30, 2021 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2020, which were included in our Annual Report on Form 10-K for the year ended December 31, 2020**. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, constitute “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements are based on our current plans, expectations and projections about future events. We caution you therefore against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements.

Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the impact of the COVID-19 pandemic on our, and our tenants’ financial condition, results of operations, cash flows and performance. The extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts our business and financial condition, depends on future developments which cannot be predicted with confidence, including the impact of the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution, public acceptance and efficacy of 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, the ability of our tenants to successfully operate their businesses, including the costs of complying with regulatory requirements necessary to keep their respective facilities open, such as reduced capacity requirements, the need to close any of the facilities after reopening as a result of the COVID-19 pandemic, and the effects of the negotiated capital expenditure reductions and other amendments to the Lease Agreements that we agreed to with certain of its tenants in response to the COVID-19 pandemic. Each of the foregoing could have a material adverse effect on our tenants’ ability to satisfy their obligations under their Lease Agreements with us, including their continued ability to pay rent in a timely manner, or at all, and/or to fund capital expenditures or make other payments required under their leases. Investors are cautioned to interpret many of the risks identified under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: risks associated with the pending MGP Transactions, including our ability or failure to complete the pending MGP Transactions and to realize the anticipated benefits of the MGP Transactions, including as a result of delay in completing the pending MGP Transactions; the impact of changes in general economic conditions, including low consumer confidence, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; our dependence on subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos, JACK Entertainment and EBCI (and, following the completion of the pending MGP Transactions and the Venetian Acquisition, MGM and the Venetian Tenant) as tenants of our properties and Caesars, Penn National, Seminole Hard Rock, Century Casinos, Rock Ohio Ventures and EBCI (and, following the completion of the pending MGP Transactions, MGM) or certain of their respective subsidiaries as guarantors of the lease payments and the negative consequences any material adverse effect on their respective businesses could have on us; our borrowers’ ability to repay their outstanding loan obligations to us; our dependence on the gaming industry; our ability to pursue our business and growth strategies may be limited by our substantial debt service requirements and by the requirement that we distribute 90% of our REIT taxable income in order to

qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. Federal income taxes; the impact of extensive regulation from gaming and other regulatory authorities; the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties and the completion of pending transactions on a timely basis, or at all, or the imposition of conditions to such regulatory approvals; the possibility that our tenants may choose not to renew the Lease Agreements following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to the Lease Agreements; Caesars’, Penn National’s, Hard Rock’s, Century Casinos’, JACK Entertainment’s and EBCI’s (and, following the completion of the pending MGP Transactions and the Venetian Acquisition, MGM’s and the Venetian Tenant’s) historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, including indebtedness to be assumed by us upon consummation of the pending MGP Transactions, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness; our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; our ability to obtain the financing necessary to complete our pending acquisitions or related transactions on the terms we currently expect in a timely manner, or at all; the possibility that our pending transactions may not be completed or that completion may be unduly delayed, and the potential adverse impact on our business, operations and stock price; the possibility that we identify significant environmental, tax, legal or other issues that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our pending or recently completed transactions; the effects of our pending and recently completed transactions on us, including the future impact on our financial condition, financial and operating results, cash flows, strategy and plans; the impact of changes to the U.S. Federal income tax laws; the impact and outcome of current and potential litigation relating to the pending MGP Transactions, including the possibility that any adverse judgment may prevent the pending MGP Transactions from being consummated on a timely basis, or at all; the possibility of adverse tax consequences as a result of our pending transactions; increased volatility in our stock price as a result of our pending transactions; the possibility of foreclosure on our properties if we are unable to meet required debt service payments; the impact of a rise in interest rates on us; our inability to successfully pursue investments in, and acquisitions of, additional properties; the impact of natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties and changes in economic conditions or heightened travel security and health measures instituted in response to these events; the loss of the services of key personnel; the inability to attract, retain and motivate employees; the costs and liabilities associated with environmental compliance; failure to establish and maintain an effective system of integrated internal controls; our inability to maintain our qualification for taxation as a REIT; our reliance on distributions received from the Operating Partnership to make distributions to our stockholders; the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future; our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us; and additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance and achievements will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the Federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in forward-looking statements, the inclusion of such forward-looking statements should not be regarded as a representation by us.

OVERVIEW

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 and Harrah’s Las Vegas, two 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 47 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twelve states, contain approximately 17,800 hotel rooms and feature over 200 restaurants, bars and nightclubs.

Our portfolio also includes four real estate debt investments, 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 lease our properties to subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos, JACK Entertainment and EBCI, with Caesars being our largest tenant. We believe we have a mutually beneficial relationship with each of Caesars, Penn National, Hard Rock, Century Casinos, JACK Entertainment and EBCI, all of which are leading owners and operators of gaming, entertainment and leisure properties. Our long-term triple-net Lease Agreements with subsidiaries of our operators provide us with a highly predictable revenue stream with embedded growth potential. We believe our geographic diversification limits the effect of changes in any one market on our overall performance. We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth. As a growth focused public real estate investment trust with long-term investments, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality over the long-term. Despite the ongoing uncertainty surrounding the COVID-19 pandemic, we continue to evaluate and opportunistically pursue accretive acquisitions or investments that arise in the market.

Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of the Lease Agreements, which require our tenants to invest in our properties (subject in certain cases to temporary relief we granted certain tenants on a portion of their capital expenditure obligations in connection with the impact of the COVID-19 pandemic), and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position. In addition, given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions, as well as other investments, to augment growth as market conditions allow, with a focus on disciplined capital allocation.

We conduct our operations as a real estate investment trust (“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. We conduct our real property business through our Operating Partnership and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf.

The financial information included in this Quarterly Report on Form 10-Q is our consolidated results (including the real property business and the golf course business) for the three and nine months ended September 30, 2021.

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 state governments and/or regulatory authorities issuing various directives, mandates, orders or similar actions, which resulted in temporary closures of our tenants’ operations at all of 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 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, they 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. Due to prior

closures, operating restrictions and other factors, our tenants’ operations, liquidity and financial performance have been adversely affected, and the ongoing nature of the pandemic, including emerging variants, may further impact our tenants’ businesses and, accordingly, our business and financial performance.

All of our tenants have fulfilled their rent obligations through October 2021 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 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. 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 the COVID-19 pandemic on us and our tenants. For more information, refer to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and as updated from time to time in our other filings with the SEC.

Third Quarter 2021 Highlights

Operating Results

• Collected 100% of rent in cash.

• Total revenues increased 10.6% year-over-year to $375.7 million.

• Net income attributable to common stockholders was $161.9 million, or $0.28 per diluted share.

• AFFO increased 12.9% year-over-year to $257.4 million and AFFO per diluted share increased 5.9% to $0.45.

Acquisition and Investment Activity

• Announced the strategic acquisition of MGP for $17.2 billion, which upon closing, will add $1,009.0 million of annualized rent (inclusive of MGP’s pending acquisition of MGM Springfield) to our portfolio from 15 Class A entertainment casino resort properties 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. We expect the MGP Transactions, which are subject to regulatory approvals, approval by the Company’s stockholders, and customary closing conditions, to be completed in the first half of 2022.

• Announced a strategic arrangement with ClubCorp whereby we may provide up to $80.0 million of mortgage financing for the construction of up to five new BigShots Golf™ facilities throughout the United States, subject to the negotiation of definitive documentation.

Capital Markets and Financing Activity

• Announced an increase in our quarterly cash dividend to $0.36 per share (or $1.44 per share on an annualized basis), representing a 9.1% increase compared to our previous quarterly dividend.

• Completed an equity offering of 115,000,000 shares at $29.50 per share for an aggregate offering value of $3.4 billion, of which 65,000,000 shares were issued and sold by us and 50,000,000 shares were sold through the September 2021 Forward Sale Agreements.

• Settled the remaining 26,900,000 shares of the Company's outstanding June 2020 Forward Sale Agreement for net proceeds of approximately $526.9 million.

• 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 Term Loan B Facility and settle the outstanding interest rate swap agreements. As of September 30, 2021, we have a $1.0 billion secured revolving facility available and had no outstanding secured debt.

• Obtained the requisite participation and consents to the Exchange Offers and Consent Solicitations to (i) exchange the MGP OP Notes tendered in the Exchange Offer for new notes to be issued by the VICI Issuers on or about the closing of the MGP Transactions and (ii) amend the MGP OP Notes Indentures to eliminate or modify certain of the covenants, restrictions, provisions and events of default in each of the indentures.

SIGNIFICANT ACTIVITIES DURING 2021

Acquisition and Investment Activity

• 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 (inclusive of MGP’s pending acquisition of MGM Springfield) to our portfolio from 15 Class A entertainment casino resort properties 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, subject to the closing of the pending acquisition of MGM Springfield by MGP from MGM (the “Springfield Transaction”), will have an initial total annual rent of $860.0 million. 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 assets of MGM Grand Las Vegas and Mandalay Bay. The BREIT JV lease will remain unchanged and provides for current annual base rent of approximately $298.0 million, of which $149.0 million is attributable to MGP’s investment in the BREIT JV, and an initial term of 30 years, with two 10-year tenant renewal options. Rent under the BREIT JV lease escalates at a rate of 2.0% per annum for the first 15 years and thereafter at the greater of 2.0% per annum and the annual increase in CPI, subject to a 3.0% cap. On a combined basis, the MGM Master Lease Agreement and BREIT JV lease will deliver initial attributable rent to us of approximately $1,009.0 million. The tenant’s obligations under the MGM Master Lease and BREIT JV lease will be guaranteed by MGM.

We expect the MGP Transactions to be completed in the first half of 2022, subject to regulatory approvals, approval by the Company’s stockholders, and customary closing conditions. However, we can provide no assurances that the MGP Transactions described herein will close in the anticipated timeframe, on the contemplated terms or at all. We intend to fund the cash portion of the MGP Transactions with proceeds from long-term debt financing.

• BigShots Strategic Arrangement. On September 15, 2021, we and ClubCorp announced that we entered into a strategic arrangement to grow BigShots Golf™, whereby we may provide up to $80.0 million of mortgage financing for the construction of up to five new BigShots Golf™ facilities throughout the United States. As part of the non-binding arrangement, we will have a call right to acquire the real estate assets associated with any BigShots Golf™ facility financed by us, which transaction will be structured as a sale leaseback. In addition, for so long as the mortgage financing remains outstanding and we continue to hold a majority interest therein, we will have a right of first offer on any additional mortgage, mezzanine, preferred equity, or other similar financing that is treated as debt to be obtained by BigShots Golf™ (or any of its affiliates) for any multisite financing related to the development of BigShots Golf’s™ extensive existing and growing pipeline of facilities. Pursuant to a non-binding letter agreement, the terms and conditions of any transaction between the parties will be set forth in definitive documentation.

• Great Wolf Mezzanine Loan. On June 16, 2021, we entered into the Great Wolf Mezzanine Loan with an affiliate of Great Wolf to provide up to $79.5 million to partially fund the development of the Great Wolf Lodge Maryland, a 48-acre indoor water park resort located in Perryville, MD. The Great Wolf Mezzanine Loan bears interest at a rate of 8.0% per annum and has an initial term of 3 years with two successive 12-month extension options, subject to certain conditions. Our commitment will be funded subject to customary terms and conditions in disbursements to the borrower based upon construction of the development and, as of September 30, 2021, approximately $19.2 million of funds have been disbursed. We expect to fund our entire $79.5 million commitment by mid-2022.

In addition, pursuant to a non-binding letter agreement, we will have the opportunity for a period of up to five years to provide up to a total of $300.0 million of mezzanine financing, inclusive of the $79.5 million related to the Great Wolf Lodge Maryland, for the development and construction of Great Wolf’s extensive domestic and international indoor water park resort pipeline.

• Venetian Acquisition. On March 2, 2021, we entered into definitive agreements to acquire from LVS, all of the land and real estate assets associated with the Venetian Resort Las Vegas and the Venetian Expo, located in Las Vegas, Nevada, for $4.0 billion in cash, and the OpCo Buyer, has agreed to acquire the operating assets of the Venetian Resort for $2.25 billion, subject to certain post-closing adjustments, of which $1.2 billion is in the form of a secured term loan from LVS and the remainder is payable in cash. Simultaneous with the closing of the Venetian Acquisition, we will enter into the Venetian Lease with the Venetian Tenant. The Venetian Lease will have an initial total annual rent of $250.0 million and an initial term of 30 years, with two ten-year tenant renewal options. The annual rent will be subject to escalation equal to the greater of 2.0% and the increase in the CPI, capped at 3.0%, beginning in the earlier of (i) the beginning of the third lease year, and (ii) the month following the month in which the net revenue generated by the Venetian Resort returns to its 2019 level (the year immediately prior to the onset of the COVID-19 pandemic) on a trailing twelve-month basis. The closing of the Venetian Acquisition is subject to customary closing conditions, including regulatory approvals.

In addition, LVS has agreed with the Venetian Tenant pursuant to the Contingent Lease Support Agreement to be entered into simultaneous with the closing of the Venetian Acquisition to provide lease payment support designed to guarantee the Venetian Tenant’s rent obligations under the Venetian Lease through 2023, subject to early termination if EBITDAR (as defined in such agreement) generated by the Venetian Resort in 2022 equals or exceeds $550.0 million, or a tenant change of control occurs. We will be a third-party beneficiary of the Contingent Lease Support Agreement and will have certain enforcement rights pursuant thereto. The Contingent Lease Support Agreement is limited to coverage of the Venetian Tenant’s rent obligations and does not cover any environmental expenses, litigation claims, or any cure or enforcement costs. The obligations of the Venetian Tenant under the Venetian Lease will not be guaranteed by Apollo Global Management, Inc. or any of its affiliates. After the termination of the Contingent Lease Support Agreement, the Venetian Tenant will be required to provide a letter of credit to secure seven and one-half months of the rent, real estate taxes and assessments and insurance obligations of the Venetian Tenant if the operating results from the Venetian Resort do not exceed certain thresholds. We expect the Venetian Acquisition to close during the first quarter of 2022. However, we can provide no assurances that the Venetian Acquisition will close in the anticipated timeframe, on the contemplated terms or at all.

Other Portfolio Activity

• Caesars Southern Indiana Lease Agreement. On September 3, 2021, in connection and concurrent with EBCI’s acquisition of the operations of Caesars Southern Indiana from Caesars, we entered into the EBCI Lease Agreement with a subsidiary of EBCI with respect to the real property associated with Caesars Southern Indiana. Initial total annual rent under the lease with EBCI is $32.5 million. The lease has an initial term of 15 years, with four 5-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by EBCI. Annual base rent payments under the Regional Master Lease 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 lease between us and the tenant. In addition, as part of the transaction, EBCI and Caesars entered into a right of first refusal agreement pursuant to which we have the first right to enter into a sale leaseback transaction with respect to the real property associated with the development of a new casino resort in Danville, Virginia.

Financing and Capital Markets Activity

• Repayment of Term Loan B Facility and Settlement of Interest Rate Swaps. On September 15, 2021, we used $2,102.5 million of proceeds from the September 2021 equity offering and settlement of the June 2020 Forward Sale Agreement to repay in full the Term Loan B Facility. In connection with the payoff of the Term Loan B Facility, the related interest rate swap agreements were unwound and settled and VICI PropCo incurred swap breakage costs of approximately $64.2 million and an accrued interest payment of approximately $2.7 million.

• September 2021 Equity Offering.** On September 14, 2021, we completed a primary follow-on offering of 115,000,000 shares of common stock consisting of (i) 65,000,000 shares of common stock (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) and (ii) 50,000,000 shares of common stock that are subject to the September 2021 Forward Sale Agreements to be settled by September 9, 2022, in each case at a public offering price of $29.50 per share for an aggregate offering value of $3.4 billion. We received net proceeds of $1,859.0 million from the sale of the 65,000,000 shares and did not initially receive any proceeds from the sale of the 50,000,000 shares subject to the September 2021 Forward Sale Agreements.

• Settlement of June 2020 Forward Sale Agreement. On September 9, 2021, we fully settled the remaining shares outstanding under the June 2020 Forward Sale Agreement by delivering 26,900,000 shares of our common stock to the forward purchaser in exchange for total net proceeds of approximately $526.9 million.

• Exchange Offers and Consent Solicitations.** On September 27, 2021, we announced the successful early tender and participation results of the Exchange Offers and Consent Solicitations for the MGP OP Notes, as well as the extension of the Expiration Date to December 31, 2021. Following the successful Consent Solicitations, the MGP Issuers executed the MGP OP Supplemental Indentures to each of the MGP OP Notes Indentures in order to, among other things, eliminate or modify certain of the covenants, restrictions, provisions and events of default in each of the indentures. The MGP OP Supplemental Indentures will become operative upon the Settlement Date, which is expected to occur on or about the closing date of the MGP Transactions. The supplemental indentures will become operative upon the Settlement Date, which is expected to occur on or about the closing date of the MGP Transactions.

PENDING TRANSACTIONS

• Sale of Louisiana Downs. On September 3, 2020, we and Caesars entered into definitive agreements to sell Harrah’s Louisiana Downs Casino for $22.0 million to Rubico Acquisition Corp. We are entitled to receive $5.5 million of the proceeds from the sale and Caesars is entitled to $16.5 million of the proceeds. The annual rent payments under the Regional Master Lease Agreement will remain unchanged following completion of the disposition, which remains subject to regulatory approval and customary closing conditions.

RESULTS OF OPERATIONS

Segments

Our real property business and our golf course business represent our two reportable segments. The real property business segment consists of leased real property and loan investments and represents the substantial majority of our business. The golf course business segment consists of four golf courses, with each being operating segments that are aggregated into one reportable segment. The results of each reportable segment presented below are consistent with the way our management assesses these results and allocates resources.

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2021						2020						Variance						2021						2020						Variance
Revenues
Income from sales-type and direct financing leases			$	292,059					$	270,274					$	21,785					$	873,337					$	718,421					$	154,916
Income from operating leases			—						3,638						(3,638)						—						25,464						(25,464)
Income from lease financing receivables and loans			70,205						52,827						17,378						210,578						82,696						127,882
Other income			6,936						7,276						(340)						20,897						8,702						12,195
Golf revenues			6,504						5,638						866						21,602						17,273						4,329
Total revenues			375,704						339,653						36,051						1,126,414						852,556						273,858
Operating expenses
General and administrative			8,379						8,047						332						24,092						22,560						1,532
Depreciation			771						910						(139)						2,320						2,990						(670)
Other expenses			6,936						7,263						(327)						20,897						8,702						12,195
Golf expenses			5,143						4,672						471						14,881						13,181						1,700
Change in allowance for credit losses			9,031						177,052						(168,021)						(24,453)						261,080						(285,533)
Transaction and acquisition expenses			177						2,026						(1,849)						9,689						7,703						1,986
Total operating expenses			30,437						199,970						(169,533)						47,426						316,216						(268,790)
Interest expense			(165,099)						(77,399)						(87,700)						(321,953)						(231,185)						(90,768)
Interest income			26						214						(188)						75						6,743						(6,668)
Loss from extinguishment of debt			(15,622)						—						(15,622)						(15,622)						(39,059)						23,437
Gain upon lease modification			—						333,352						(333,352)						—						333,352						(333,352)
Income before income taxes			164,572						395,850						(231,278)						741,488						606,191						135,297
Income tax (expense) benefit			(388)						368						(756)						(2,128)						(395)						(1,733)
Net income			164,184						396,218						(232,034)						739,360						605,796						133,564
Less: Net (income) loss attributable to non-controlling interest			(2,322)						2,056						(4,378)						(6,988)						(2,132)						(4,856)
Net income attributable to common stockholders			$	161,862					$	398,274					$	(236,412)					$	732,372					$	603,664					$	128,708

Revenue

For the three and nine months ended September 30, 2021 and 2020, our revenue was comprised of the following items:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2021						2020						Variance						2021						2020						Variance
Leasing revenue			$	352,237					$	323,711					$	28,526					$	1,053,476					$	821,628					$	231,848
Income from loans			10,027						3,028						6,999						30,439						4,953						25,486
Other income			6,936						7,276						(340)						20,897						8,702						12,195
Golf revenues			6,504						5,638						866						21,602						17,273						4,329
Total revenues			$	375,704					$	339,653					$	36,051					$	1,126,414					$	852,556					$	273,858

Leasing Revenue

The following table details the components of our income from sales-type, direct financing, operating and financing receivables leases:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2021						2020						Variance						2021						2020						Variance
Income from sales-type and direct financing leases			$	292,059					$	270,274					$	21,785					$	873,337					$	718,421					$	154,916
Income from operating leases (1)			—						3,638						(3,638)						—						25,464						(25,464)
Income from lease financing receivables (2)			60,178						49,799						10,379						180,139						77,743						102,396
Total leasing revenue			352,237						323,711						28,526						1,053,476						821,628						231,848
Non-cash adjustment (3)			(31,142)						(18,942)						(12,200)						(88,417)						(11,879)						(76,538)
Total contractual leasing revenue			$	321,095					$	304,769					$	16,326					$	965,059					$	809,749					$	155,310

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(1) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Regional Master Lease Agreement. Upon the consummation of the Eldorado Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas and the certain operating land parcels were reassessed for lease classification and determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, such income is recognized as Income from sales-type and direct financing leases.

(2) Represents the Harrah’s Original Call Properties and the JACK Cleveland/Thistledown Lease Agreement, both of which were sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have transferred to us, such lease agreements are accounted for as financings under ASC 310.

(3) Amounts represent the non-cash adjustment to income from sales-type leases, direct financing leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.

Leasing revenue is generated from rent from our Lease Agreements. Total leasing revenue increased $28.5 million and $231.8 million during the three and nine months ended September 30, 2021, respectively, compared to the three and nine months ended September 30, 2020, respectively. Total contractual leasing revenue increased $16.3 million and $155.3 million during the three and nine months ended September 30, 2021, respectively, compared to the three and nine months ended September 30, 2020, respectively. The increase was primarily driven by the addition of the Harrah’s Original Call Properties to our real estate portfolio in July 2020, as well as the CPLV Additional Rent Acquisition and the HLV Additional Rent Acquisition in July 2020.

Income From Loans

Income from loans increased $7.0 million and $25.5 million during the three and nine months ended September 30, 2021, respectively, compared to the three and nine months ended September 30, 2020, respectively. The increase was driven by the addition of the Amended and Restated ROV Loan, the Chelsea Piers Mortgage Loan, the Forum Convention Center Mortgage Loan and the Great Wolf Mezzanine Loan to our real estate investment portfolio in July 2020, August 2020, September 2020 and June 2021, respectively.

Other Income

Other income decreased $0.3 million during the three months ended September 30, 2021 compared to the three months ended September 30, 2020 as a result of normal fluctuations in income recognition. Other income increased $12.2 million during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, driven primarily by the additional income and offsetting expense as a result of the assumption of the HNO Ground Lease as part of the Harrah’s Original Call Properties Acquisitions. Refer to Note 3 - Property Transactions for further description of the HNO Ground Lease.

Golf Revenues

Revenues from golf operations increased $0.9 million and $4.3 million during the three and nine months ended September 30, 2021, respectively, compared to the three and nine months ended September 30, 2020, respectively. The change was primarily driven by (i) an increase in rounds played at the golf courses, (ii) the closure of our golf courses in mid-March 2020 until early to mid-May 2020 as a result of the COVID-19 pandemic and (iii) an increase in the contractual fees paid to us by Caesars for the use of our golf courses, pursuant to a golf course use agreement.

Operating Expenses

For the three and nine months ended September 30, 2021 and 2020, our operating expenses were comprised of the following items:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2021						2020						Variance						2021						2020						Variance
General and administrative			$	8,379					$	8,047					$	332					$	24,092					$	22,560					$	1,532
Depreciation			771						910						(139)						2,320						2,990						(670)
Other expenses			6,936						7,263						(327)						20,897						8,702						12,195
Golf expenses			5,143						4,672						471						14,881						13,181						1,700
Change in allowance for credit losses			9,031						177,052						(168,021)						(24,453)						261,080						(285,533)
Transaction and acquisition expenses			177						2,026						(1,849)						9,689						7,703						1,986
Total operating expenses			$	30,437					$	199,970					$	(169,533)					$	47,426					$	316,216					$	(268,790)

General and Administrative Expenses

General and administrative expenses increased $0.3 million and $1.5 million for the three and nine months ended September 30, 2021, respectively, as compared to the three and nine months ended September 30, 2020, respectively. The increase was primarily driven by an increase in compensation, including stock-based compensation.

Other Expenses

Other expenses decreased $0.3 million during the three months ended September 30, 2021 compared to the three months ended September 30, 2020 as a result of normal fluctuations in expense recognition. Other expenses increased $12.2 million during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was driven by the additional income and offsetting expense as a result of the assumption of the HNO Ground Lease as part of the Harrah’s Original Call Properties Acquisitions. Refer to Note 3 - Property Transactions for further description of the HNO Ground Lease.

Golf Expenses

Expenses from golf operations increased $0.5 million and $1.7 million during the three and nine months ended September 30, 2021, respectively, compared to the three and nine months ended September 30, 2020, respectively. The change was primarily driven by the closure of our golf courses in mid-March 2020 until early to mid-May 2020 as a result of the COVID-19 pandemic, partially offset by an increase in the water usage charges at one of our golf courses during 2020. Additionally, even though our courses were closed from mid-March 2020 until early to mid-May as a result of the COVID-19 pandemic, we continued to pay all of our golf course employees their full salaries and benefits for a period of time and, accordingly, the change in our golf course operating revenues during this time was not proportionately offset by the change in golf course operating expenses.

Change in Allowance for Credit Losses

Under ASU No. 2016-13 - Financial Instruments-Credit Losses (Topic 326), we are required to record an estimated credit loss for our (i) Investments in leases - sales-type, (ii) Investments in leases - financing receivables and (iii) Investments in loans. During the three months ended September 30, 2021, we recognized a $9.0 million increase in our allowance for credit losses primarily driven by (i) the increase in the Long-Term Period PD for one of our tenants during the third quarter of 2021 and (ii) an increase in the existing amortized cost balances subject to the CECL allowance. During the nine months ended September 30, 2021, we recognized a $24.5 million decrease in our allowance for credit losses primarily driven by (i) the decrease in the R&S Period PD of our tenants and their parent guarantors as a result of an improvement in their economic outlook due to the reopening of all of their gaming operations and relative performance of such operations during the first three quarters of 2021, (ii) the decrease in the Long-Term Period PD due to an upgrade of the credit rating of the senior secured debt used to determine the Long-Term Period PD for two of our tenants during the second quarter of 2021 and (iii) the decrease in the R&S Period PD and LGD as a result of standard annual updates that were made to the inputs and assumptions in the model that we utilize to estimate our CECL allowance. This decrease was partially offset by the increase for the three months ended September 30, 2021, described above.

During the three months ended September 30, 2020, we recognized a $177.1 million increase in our allowance for credit losses primarily driven by the increase in investment balances subject to CECL. Specifically, the increase was primarily attributable to (i) the increase in investment balances resulting from the Eldorado Transaction, which includes (A) an initial CECL allowance on our $1.8 billion investment in the Harrah’s Original Call Properties, (B) an additional CECL allowance on our aggregate $1.4 billion increased investment in the Las Vegas Master Lease Agreement as a result of the CPLV Additional Rent Acquisition and HLV Additional Rent Acquisition and (C) an additional CECL allowance on the $333.4 million increased balance of the Caesars Lease Agreements as a result of the mark to fair value in connection with the reassessment of lease classification and (ii) an increase in the R&S Period PD of Caesars as a result of the Eldorado/Caesars Merger. This increase was partially offset by a decrease in the R&S Period PD of our other tenants and their parent guarantors as a result of an improvement in their economic outlook due to the reopening of a majority of their gaming operations and relative performance of such operations during the third quarter of 2020. During the nine months ended September 30, 2020, we recognized a $261.1 million increase in our allowance for credit losses primarily driven by the increase in investment balances subject to CECL. Specifically, the increase was primarily attributable to (i) the Eldorado Transaction, Eldorado/Caesars Merger and Forum Convention Center Mortgage Loan as described above, (ii) an increase related to our initial investment in JACK Cleveland/Thistledown and the ROV Loan in January 2020, and (iii) an increase in the Long-term Period PD of our tenants due to downgrades on certain of the credit ratings of our tenants’ senior secured debt in connection with the impact of the COVID-19 pandemic. Refer to Note 5 - Allowance for Credit Losses for further details.

Transaction and Acquisition Expenses

Transaction and acquisition expenses decreased $1.8 million during the three months ended September 30, 2021 compared to the three months ended September 30, 2020, and increased $2.0 million during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Changes in transaction and acquisition expenses are related to fluctuations in (i) costs incurred for investments during the period that are not capitalizable under GAAP and (ii) costs incurred for investments that we are no longer pursuing.

Non-Operating Income and Expenses

Interest Expense

Interest expense increased $87.7 million and $90.8 million during the three and nine months ended September 30, 2021, respectively, as compared to the three and nine months ended September 30, 2020, respectively. The increase during the three months ended September 30, 2021 is primarily related to the $64.2 million payment in connection with the early settlement of the outstanding interest rate swap agreements and the amortization of the commitment fees associated with the Venetian Acquisition Bridge Facility and the MGP Transactions Bridge Facility, partially offset by the full repayment of the Term Loan B Facility in September 2021. The increase during the nine months ended September 30, 2021 is primarily attributable to reasons stated above for the three months ended September 30, 2021, as well as the increase in aggregate debt of $2.5 billion from the February 2020 Senior Unsecured Notes offering, partially offset by a reduction in debt of $498.5 million as a result of the full redemption of the Second Lien Notes in February 2020 and the full repayment of the Term Loan B Facility in September 2021.

Additionally, the weighted average annualized interest rate of our debt decreased to 4.02% and 4.03% during the three and nine months ended September 30, 2021, respectively, from 4.18% and 4.48% during the three and nine months ended September 30,

2020, respectively, as a result of (i) the weighted average interest rate on the February 2020 Senior Unsecured Notes being lower than the weighted average interest rate of the Second Lien Notes and (ii) a decrease in LIBOR on the $600.0 million portion of our variable rate debt that was not hedged for the portion of the period the Term Loan B Facility was still outstanding.

Interest Income

Interest income decreased $0.2 million and $6.7 million during the three and nine months ended September 30, 2021, respectively, compared to the three and nine months ended September 30, 2020, respectively. The decrease was primarily driven by an overall decrease in our cash on hand and a decrease in the interest rates earned on our excess cash.

Loss on Extinguishment of Debt

During the nine months ended September 30, 2021, we recognized a loss on extinguishment of debt of $15.6 million resulting from the write-off of the unamortized deferred financing fees in connection with the full repayment of our Term Loan B Facility in September 2021. During the nine months ended September 30, 2020, we recognized a loss on extinguishment of debt of $39.1 million resulting from the full redemption of our Second Lien Notes in February 2020.

Gain Upon Lease Modification

In connection with the Eldorado Transaction and as required under ASC 842, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement and Joliet Lease Agreement and determined the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. As a result of the reclassifications of the Caesars Lease Agreements from direct financing and operating leases to sales-type leases, we recorded the investments at their estimated fair values as of the modification date and recognized a net gain equal to the difference in fair value of the assets and their carrying values immediately prior to the modification.

RECONCILIATION OF NON-GAAP MEASURES

We present Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business.

FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate our performance. We calculate AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other non-recurring non-cash transactions (such as non-cash gain upon lease modification) and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing.

We calculate Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense and interest income (collectively, interest expense, net) and income tax expense.

These non-GAAP financial measures: (i) do not represent cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. In addition, these measures should not

be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

Reconciliation of Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA

			Three Months Ended September 30,												Nine Months Ended September 30,
(In thousands, except share data and per share data)			2021						2020						2021						2020
Net income attributable to common stockholders			$	161,862					$	398,274					$	732,372					$	603,664
Real estate depreciation			—						—						—						—
FFO			161,862						398,274						732,372						603,664
Non-cash leasing and financing adjustments			(30,865)						(18,919)						(88,063)						(11,826)
Non-cash change in allowance for credit losses			9,031						177,052						(24,453)						261,080
Non-cash stock-based compensation			2,395						2,013						7,067						5,375
Transaction and acquisition expenses			177						2,026						9,689						7,703
Amortization of debt issuance costs and original issue discount			34,098						4,368						50,723						15,504
Other depreciation			742						879						2,228						2,905
Capital expenditures			(131)						(337)						(1,638)						(1,982)
Loss on extinguishment of debt and interest rate swap settlements (1)			79,861						—						79,861						39,059
Non-cash gain upon lease modification			—						(333,352)						—						(333,352)
Non-cash adjustments attributable to non-controlling interest			250						(4,097)						773						(3,990)
AFFO			257,420						227,907						768,559						584,140
Interest expense, net			66,736						72,817						206,916						208,938
Income tax expense			388						(368)						2,128						395
Adjusted EBITDA			$	324,544					$	300,356					$	977,603					$	793,473
Net income per common share
Basic			$	0.29					$	0.75					$	1.35					$	1.22
Diluted			$	0.28					$	0.74					$	1.31					$	1.21
FFO per common share
Basic			$	0.29					$	0.75					$	1.35					$	1.22
Diluted			$	0.28					$	0.74					$	1.31					$	1.21
AFFO per common share
Basic			$	0.46					$	0.43					$	1.42					$	1.18
Diluted			$	0.45					$	0.43					$	1.38					$	1.17
Weighted average number of shares of common stock outstanding
Basic			555,153,692						533,407,916						542,843,855						496,002,850
Diluted			571,894,545						536,180,175						557,113,510						499,982,269

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(1) Includes swap breakage costs of approximately $64.2 million incurred by VICI PropCo in connection with the early settlement of the outstanding interest rate swap agreements.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of September 30, 2021, our available cash balances, capacity under our Revolving Credit Facility and additional available proceeds from the settlement of forward sale agreements were as follows:

(In thousands)			September 30, 2021
Cash and cash equivalents			$	669,514
Capacity under Revolving Credit Facility (1)			1,000,000
Proceeds available from settlement of the September 2021 Forward Sale Agreements and March 2021 Forward Sale Agreements (2)			3,270,578
Total			$	4,940,092

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*(1)*Subject to compliance with the financial covenants and other applicable provisions of our Revolving Credit Facility.

*(2)*Assumes the physical settlement of 50,000,000 and 69,000,000 shares under the September 2021 Forward Sale Agreements and March 2021 Forward Sale Agreements, respectively, at the forward sale price of $28.25 and $26.93, respectively, calculated as of September 30, 2021.

Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures. For a list of our material contractual commitments, refer to Note 10 - Commitments and Contingent Liabilities.

Our long-term obligations consist primarily of principal payments on our outstanding debt obligations and future funding commitments under our lease and loan agreements. As of September 30, 2021, we have $4.8 billion of debt obligations outstanding, none of which are maturing in the next twelve months. As of September 30, 2021, we have $100.3 million in future funding commitments consisting of (i) $60.3 million related to the Great Wolf Mezzanine Loan, (ii) $25.0 million related to the ROV Credit Facility and (iii) $15.0 million related to the Chelsea Piers Mortgage Loan. Subsequent to September 30, 2021, on October 4, 2021, the ROV Credit Facility was terminated and no future commitments are due under such facility. For a summary of principal debt balances and their maturity dates and principal terms, refer to Note 7 - Debt. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio.

As described in our leases, capital expenditures for properties under the Lease Agreements are the responsibility of the tenants. Minimum capital expenditure spending requirements of the tenants pursuant to the Lease Agreements are described in Note 4 - Real Estate Portfolio.

Information concerning our obligations and commitments to make future payments under contracts such as our indebtedness and future minimum lease commitments under operating leases is included in the following table as of September 30, 2021:

									Payments Due By Period
(In thousands)									Total						2021 (remaining)						2022						2023						2024						2025 and Thereafter
Long-term debt, principal
			2025 Notes (1)						$	750,000					$	—					$	—					$	—					$	—					$	750,000
			2026 Notes (1)						1,250,000						—						—						—						—						1,250,000
			2027 Notes (1)						750,000						—						—						—						—						750,000
			2029 Notes (1)						1,000,000						—						—						—						—						1,000,000
			2030 Notes (1)						1,000,000						—						—						—						—						1,000,000
			Revolving Credit Facility (2)						—						—						—						—						—						—
Scheduled interest payments									1,313,114						50,646						198,802						198,802						196,427						668,437
Total debt contractual obligations									6,063,114						50,646						198,802						198,802						196,427						5,418,437
Leases and contracts
			Future funding commitments – loan investments and lease agreements(3)						100,339						12,446						47,893						—						—						40,000
			Operating lease for Cascata Golf Course Land						19,050						234						951						970						990						15,905
			Golf maintenance contract for Rio Secco and Cascata Golf Course						7,537						837						3,350						3,350						—						—
			Office leases						7,963						237						933						857						857						5,079
Total leases and contract obligations									134,889						13,754						53,127						5,177						1,847						60,984
Total contractual commitments									$	6,198,003					$	64,400					$	251,929					$	203,979					$	198,274					$	5,479,421

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(1) The 2025 Notes, 2026 Notes, 2027 Notes, 2029 Notes and 2030 Notes will mature on February 15, 2025, December 1, 2026, February 15, 2027, December 1, 2029 and August 15, 2030, respectively.

(2) The Revolving Credit Facility will mature on May 15, 2024.

(3) The allocation of our future funding commitments is based on the construction draw schedule, commitment funding date or expiration date, as applicable, however we may be obligated to fund these commitments earlier than such date. Subsequent to September 30, 2021, on October 4, 2021, the ROV Credit Facility was terminated and no future commitments are due under such facility.

We expect the Venetian Acquisition to close in the first quarter of 2022 and the MGP Transactions to close in the first half of 2022, and expect to fund the purchases with a mix of cash on hand, proceeds from the physical settlement of our outstanding forward sale agreements, and debt (through additional long-term debt financing, under our Revolving Credit Facility, under our Venetian Acquisition Bridge Facility and/or under the MGP Transactions Bridge Facility, as the case may be). In particular, we currently intend to issue additional senior unsecured notes to fund a portion of the cash consideration for the Venetian Acquisition and the entire cash portion of the MGP Transactions, but, absent such a long-term debt financing, we may draw on the Venetian Acquisition Bridge Facility and/or MGP Transactions Bridge Facility in connection with the closing of the Venetian Acquisition or MGP Transactions, respectively, to fund a portion of the consideration and then, in the future, would expect to incur long-term debt financing to refinance such amounts borrowed under the Venetian Acquisition Bridge Facility or MGP Transactions Bridge Facility, as applicable, subject to market and other conditions. Our ability to raise long-term debt financing on favorable terms or at all may be adversely affected by market or economic conditions that change after the date of this Quarterly Report on Form 10-Q. If we draw upon the Venetian Acquisition Bridge Facility or MGP Transactions Bridge Facility, there can be no assurances that we would be able to refinance the Venetian Acquisition Bridge Facility or MGP Transactions Bridge Facility, as applicable, on terms satisfactory to us, or at all. We anticipate funding future transactions with a mix of debt, equity and available cash.

We believe that we have sufficient liquidity to meet our liquidity and capital resource requirements primarily through currently available cash and cash equivalents, short-term investments, cash received under our Lease Agreements, borrowings from banks, including undrawn capacity under our Revolving Credit Facility, and proceeds from the issuance of debt and equity securities (including issuances under our outstanding forward sale agreements and our ATM Agreement).

All of the Lease Agreements call for an initial term of between fifteen and twenty years with additional tenant renewal options and are designed to provide us with a reliable and predictable long-term revenue stream. However, the COVID-19 pandemic has adversely impacted our tenants and their financial condition, and may continue to do so, due to the impact of operating restrictions and limitations imposed from time to time, as well as potential property reclosures. In the event our tenants are unable to make all of their contractual rent payments as provided by the Lease Agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. Additionally, we do not have any debt maturities until 2024. For more information, refer to the risk factors incorporated by reference into Part II. Item 1A. Risk Factors herein from our Annual Report on Form 10-K for the year ended December 31, 2020.

Our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets, including as a result of the COVID-19 pandemic. In particular, in connection with the COVID-19 pandemic and its impact on our tenants’ operations and financial performance, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. In addition, any such tenant default or failure to make full rental payments could impact our operating performance and result in us not satisfying the financial covenants applicable to our outstanding indebtedness, which could result in us not being able to incur additional debt, including the available capacity under our Revolving Credit Facility, or result in a default. Further, current or future economic conditions could impact our tenants’ ability to meet capital improvement requirements or other obligations required in our Lease Agreements that could result in a decrease in the value of our properties.

Our ability to raise funds through the issuance of debt and equity securities and access to other third-party sources of capital in the future will be dependent on, among other things, uncertainties related to COVID-19 and the impact of our response and our tenants’ responses to COVID-19, general economic conditions, general market conditions for REITs, market perceptions and the trading price of our stock. We will continue to analyze which sources of capital are most advantageous to us at any particular point in time, but the capital markets may not be consistently available on terms we deem attractive, or at all.

Cash Flow Analysis

The table below summarizes our cash flows for the nine months ended September 30, 2021 and 2020:

						Nine Months Ended September 30,
(In thousands)						2021						2020						Variance
Cash, cash equivalents and restricted cash
			Provided by operating activities			$	610,924					$	539,521					$	71,403
			Provided by (used in) investing activities			19,856						(4,556,349)						4,576,205
			(Used in) provided by financing activities			(277,259)						3,058,992						(3,336,251)
			Net increase (decrease) in cash, cash equivalents and restricted cash			353,521						(957,836)						1,311,357
			Cash, cash equivalents and restricted cash, beginning of period			315,993						1,101,893						(785,900)
			Cash, cash equivalents and restricted cash, end of period			$	669,514					$	144,057					$	525,457

Cash Flows from Operating Activities

Net cash provided by operating activities increased $71.4 million for the nine months ended September 30, 2021 compared with the nine months ended September 30, 2020. The increase is primarily driven by an increase in cash rental and interest payments from the Eldorado Transaction in July 2020 and the addition of the Amended and Restated ROV Loan, the Chelsea Piers Mortgage Loan, the Forum Convention Center Mortgage Loan and the Great Wolf Mezzanine Loan to our real estate portfolio in July 2020, August 2020, September 2020 and June 2021, respectively. The increase was partially offset by the $64.2 million payment for early settlement of the outstanding interest rate swap agreements.

Cash Flows from Investing Activities

Net cash provided by investing activities increased $4,576.2 million for the nine months ended September 30, 2021 compared with the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, the primary sources and uses of cash from investing activities included:

• Proceeds from partial repayment of the Amended and Restated ROV Loan and receipt of deferred fees of $30.4 million;

• Proceeds from net maturities of short-term investments of $20.0 million;

• Payments to fund a portion of the Great Wolf Mezzanine Loan in the amount of $19.2 million;

• Final payment of the funding of a new gaming patio amenity at JACK Thistledown Racino of $6.0 million;

• Capitalized transaction costs of $9.2 million;

• Proceeds from the sale of certain parcels of vacant land in the aggregate amount of $3.8 million; and

• Acquisition of property and equipment costs of $1.7 million.

During the nine months ended September 30, 2020, the primary sources and uses of cash from investing activities include:

• The JACK Cleveland/Thistledown Acquisition and the Eldorado Transaction for a total cost of $4,101.8 million, including acquisition costs;

• The ROV Loan, the Chelsea Piers Mortgage Loan and the Forum Convention Center Mortgage Loan for a total cost of $535.5 million, including loan origination costs;

• Proceeds from the sale of Harrah’s Reno in the aggregate amount of $31.1 million;

• Proceeds from net maturities of short-term investments of $39.5 million;

• Capitalized transaction costs of $0.8 million; and

• Acquisition of property and equipment costs of $2.5 million.

Cash Flows from Financing Activities

Net cash used in financing activities decreased $3,336.3 million for the nine months ended September 30, 2021, compared with the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, the primary uses of cash in financing activities included:

• Net proceeds from the sale of an aggregate of $2,386.1 million of our common stock from our September 2021 equity offering and pursuant to the full physical settlement of the June 2020 Forward Sale Agreement;

• Full repayment of the $2,100.0 million outstanding aggregate principal amount of our Term Loan B Facility;

• Dividend payments of $532.4 million;

• Debt issuance costs of $23.2 million; and

• Distributions of $6.2 million to non-controlling interest.

During the nine months ended September 30, 2020, the primary sources and uses of cash from financing activities included:

• Net proceeds from the sale of an aggregate of $1,539.7 million of our common stock pursuant to the full physical settlement of the forward sale agreements entered into in June 2019 and our ATM Program;

• Gross proceeds from our February 2020 Senior Unsecured Notes offering of $2,500.0 million;

• Full redemption of the $498.5 million outstanding aggregate principal amount of our Second Lien Notes, as well as the $39.0 million Second Lien Notes Applicable Premium (as defined in the Second Lien Notes indenture), plus fees;

• Dividend payments of $435.2 million;

• Debt issuance costs of $57.8 million;

• Reimbursement of the CPLV CMBS Debt prepayment penalty from Caesars in the amount of $55.4 million; and

• Distributions of $5.4 million to non-controlling interest.

Debt

For a summary of our debt obligations as of September 30, 2021, refer to Note 7 - Debt.

Covenants

Our debt obligations are subject to certain customary financial and protective covenants that restrict our ability to incur additional debt, sell certain asset and restrict certain payments, among other things. In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At September 30, 2021, we were in compliance with all debt-related covenants.

Non-Guarantor Subsidiaries of Senior Unsecured Notes

The subsidiaries of the Operating Partnership that do not guarantee the Senior Unsecured Notes accounted for (i) 4.6% of the Operating Partnership’s revenue (or 4.5% of our consolidated revenue) for the nine months ended September 30, 2021 and (ii) 3.7% of the Operating Partnership’s total assets (or 3.7% of our consolidated total assets) as of September 30, 2021.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. Dividends declared (on a per share basis) during the nine months ended September 30, 2021 and 2020 were as follows:

Nine Months Ended September 30, 2021
Declaration Date						Record Date						Payment Date						Period						Dividend
March 11, 2021						March 25, 2021						April 8, 2021						January 1, 2021 - March 31, 2021						$	0.3300
June 10, 2021						June 24, 2021						July 8, 2021						April 1, 2021 - June 30, 2021						$	0.3300
August 4, 2021						September 24, 2021						October 7, 2021						July 1, 2021 - September 30, 2021						$	0.3600

Nine Months Ended September 30, 2020
Declaration Date						Record Date						Payment Date						Period						Dividend
March 12, 2020						March 31, 2020						April 9, 2020						January 1, 2020 - March 31, 2020						$	0.2975
June 11, 2020						June 30, 2020						July 10, 2020						April 1, 2020 - June 30, 2020						$	0.2975
September 10, 2020						September 30, 2020						October 8, 2020						July 1, 2020 - September 30, 2020						$	0.3300

Federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income (with certain adjustments), determined without regard to the dividends paid deduction and excluding any net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains. In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and to avoid or otherwise minimize paying entity level federal income or excise tax (other than at any TRS of ours). We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP. Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes in our critical policies and estimates for the nine months ended September 30, 2021.