8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 __________________________________________________

FORM 8-K

__________________________________________________

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 1, 2020

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VICI Properties Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________________________________

Maryland	001-38372	81-4177147
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

535 Madison Avenue, 20^th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	VICI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Agreement.

On June 1, 2020, certain subsidiaries of VICI Properties Inc., a Maryland corporation (together with its subsidiaries, as applicable, the “Company”), Caesars Entertainment Corporation (“Caesars”), and certain subsidiaries of Caesars that are tenants under the Caesars Leases (as defined below) (the “Caesars Tenants”) entered into an Omnibus Amendment to Leases (the “Omnibus Amendment”) in connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance. The Omnibus Amendment provides the Caesars Tenants with certain relief with respect to a portion of their capital expenditure obligations under: (i) that certain LEASE (NON-CPLV) dated October 6, 2017 (as amended from time to time, the “Non-CPLV Lease”), (ii) that certain LEASE (CPLV) dated October 6, 2017 (as amended from time to time, the “CPLV Lease”) and (iii) that certain LEASE (JOLIET) dated October 6, 2017 (as amended from time to time, the “Joliet Lease” and, together with the Non-CPLV Lease and the CPLV Lease, collectively, the “Caesars Leases”).

Pursuant to the Omnibus Amendment, the Caesars Tenants will be granted certain relief with respect to a portion of their capital expenditure obligations under the Caesars Leases conditioned upon (i) funding by the Caesars Tenants of certain minimum capital expenditures in fiscal year 2020 (which represent a reduction of the minimum capital expenditure amounts currently set forth in the Caesars Leases), (ii) timely payment of the Caesars Tenants’ rent obligations under the Caesars Leases during the compliance period set forth in the Omnibus Amendment and (iii) no tenant event of default occurring under any of the Caesars Leases during the compliance period set forth in the Omnibus Amendment. The Caesars Tenants will receive credit for certain deemed capital expenditure amounts, which credit may be used to satisfy certain of their capital expenditure obligations in the 2020, 2021 and 2022 fiscal years, provided that the foregoing conditions are satisfied. If the Caesars Tenants fail to satisfy any of the foregoing conditions, the Caesars Tenants will be required to satisfy the capital expenditure obligations set forth in the Caesars Leases or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve in accordance with the Omnibus Amendment. The Omnibus Amendment will not become effective unless and until all applicable gaming regulatory approvals, notices and notice periods have been obtained, given or expired, as the case may be.

The foregoing descriptions of the Omnibus Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Omnibus Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 1, 2020, the Company issued a press release with respect to the impact of the ongoing COVID-19 pandemic on its business, including providing an update on its real estate portfolio, liquidity position, the pending settlement of the forward sale agreements, and entry into the Omnibus Amendment. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information referenced in this Item 7.01 of this Current Report on Form 8-K, including the press release filed as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 8.01. Other Events.

Real Estate Portfolio Update

In connection with the COVID-19 pandemic, various state governments and/or regulatory authorities issued directives, mandates, orders or similar actions restricting non-essential business operations, resulting in the temporary closure of our tenants’ operations at our properties. Certain states have begun to allow for the reopening of casinos to occur, yet timelines for re-opening differ state by state and the Company cannot predict the length of time our tenants’ operations at each specific property will remain closed.

Since the Company’s COVID-19 update on April 16, 2020, all of the Company’s tenants fulfilled their rent obligations in full for the month of May and the Company expects all June rent will be paid in full. The Company is actively monitoring the current

environment as it relates to property re-openings, as well as each tenant’s financial and operating situation, and continues to engage in ongoing dialogues with its tenants regarding how best to respond to the COVID-19 pandemic and the closure of their businesses, including with respect to its impact on their respective financial and operating situations, liquidity needs and contingency planning.

Century Casinos

In May 2020, the Company entered into an amendment to the triple net lease agreement entered into with Century Casinos, Inc. (“Century”) in connection with the acquisition of three casino properties in December 2019 (the “Century Master Lease”). The Century Master Lease contains certain covenants, including minimum capital expenditures. The covenants under the Century Master Lease began on January 1, 2020; however, as a result of the casino closures in connection with the COVID-19 pandemic, the Company has agreed to waive Century’s capital expenditure requirements for 2020 and defer to not later than December 31, 2021 certain other expenditures contemplated in connection with the underwriting of the acquired casino properties. Pursuant to the amendment to the Century Master Lease, the capital expenditure relief is conditioned upon (i) Century’s timely payment of rent obligations under the Century Master Lease during the compliance period set forth in the amendment and (ii) no tenant event of default occurring under the Century Master Lease during the compliance period set forth in the amendment. If Century fails to satisfy any of the foregoing conditions, Century will be required to satisfy the capital expenditure obligations set forth in the Century Master Lease or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve for expenditure in accordance with the amendment.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks related to 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 (including stemming from the COVID-19 pandemic and changes in the economic conditions as a result of the COVID-19 pandemic); risks that the transaction contemplated by the Omnibus Amendment may not be consummated on the terms described herein, or at all; risks that the Company may not achieve the benefits contemplated by our pending and recently completed transactions, including the transaction described in the Omnibus Amendment; risks regarding the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate our pending transactions, including the transaction described in the Omnibus Amendment, or other delays or impediments to completing our pending transactions; risks that not all potential risks and liabilities have been identified in the Company’s due diligence for our pending and recently completed transactions; the possibility that our pending transactions may not be completed or that completion may be unduly delayed; and the effects of our recently completed acquisitions and the pending transactions on us, including the post-acquisition impact on our financial condition, financial and operating results, cash flows, strategy and plans.

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 the financial condition, results of operations, cash flows and performance of the Company and its tenants. The extent to which the COVID-19 pandemic impacts the Company and its tenants, including our pending transactions, will largely depend on future developments that are highly uncertain and cannot be predicted with confidence, including the impact of the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures on our tenants, including various state governments and/or regulatory authorities issuing directives, mandates, orders or similar actions restricting freedom of movement and business operations, such as travel restrictions, border closures, business closures, limitations on public gatherings, quarantines and “shelter-at-home” orders resulting in the closure of our tenants’ operations at our properties. Each of the foregoing could have a material adverse effect on our tenants’ ability to satisfy their obligations under their leases 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. In addition, changes and instability in global, national and regional economic activity and financial markets as a result of the COVID-19 pandemic could negatively impact consumer discretionary spending and travel, which could have a material adverse effect on our tenants’ businesses.

Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different

from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Important risk factors that may affect the Company’s business, results of operations and financial position are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
10.1	Omnibus Amendment to Leases, dated June 1, 2020.
99.1	Press Release, dated June 1, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VICI PROPERTIES INC.
Date: June 1, 2020	By:	/s/ SAMANTHA S. GALLAGHER
		Samantha S. Gallagher
		Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

OMNIBUS AMENDMENT TO LEASES

THIS OMNIBUS AMENDMENT TO LEASES (this “Amendment”), is dated as of June 1, 2020 (the “Effective Date”) by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Non-CPLV Landlord”), CPLV Property Owner LLC, a Delaware limited liability company (together with its successors and assigns, “CPLV Landlord”), Harrah’s Joliet Landco LLC, a Delaware limited liability company (together with its successors and assigns, “Joliet Landlord” and, together with Non-CPLV Landlord and CPLV Landlord, collectively or individually as the context may require, “Landlord”),CEOC, LLC, a Delaware limited liability company (“CEOC”), the entities listed on Schedule B attached hereto (collectively with CEOC, and together with their respective successors and assigns, “Non-CPLV Tenant”), Desert Palace LLC, a Nevada limited liability company (collectively with CEOC (for itself, and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and together with their respective successors and assigns, “CPLV Tenant”), and Des Plaines Development Limited Partnership, a Delaware limited partnership (together with its successors and assigns, “Joliet Tenant” and, together with Non-CPLV Tenant and CPLV Tenant, collectively or individually as the context may require, “Tenant”).

RECITALS

A.Non-CPLV Landlord and Non-CPLV Tenant are parties to that certain LEASE (NON-CPLV) dated October 6, 2017, as amended by (i) that certain First Amendment to Lease (Non-CPLV) dated December 22, 2017, (ii) that certain Second Amendment to Lease (Non-CPLV) and Ratification of SNDA dated February 16, 2018, (iii) that certain Third Amendment to Lease (Non-CPLV) dated April 2, 2018 and (iv) that certain Fourth Amendment to Lease (Non-CPLV) dated December 26, 2018 (collectively, as amended, the “Non-CPLV Lease”);

B.CPLV Landlord and CPLV Tenant are parties to that certain LEASE (CPLV) dated October 6, 2017, as amended by that certain First Amendment to Lease (CPLV) dated December 26, 2018 (collectively, as amended, the “CPLV Lease”);

C.Joliet Landlord and Joliet Tenant are parties to that certain LEASE (JOLIET) dated October 6, 2017, as amended by that certain First Amendment to Lease (JOLIET) dated December 26, 2018 (collectively, as amended, the “Joliet Lease” and, together with the Non-CPLV Lease and the CPLV Lease, collectively, the “Leases” and each a “Lease”); and

D.As a result of the casino closures in connection with the coronavirus (COVID-19) pandemic, Landlord and Tenant desire to modify certain provisions of the Leases, as more particularly set forth in this Amendment.

E.Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the applicable Lease, respectively.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto do hereby stipulate, covenant and agree as follows:

1.Amendments to Leases.

(a)Deemed Satisfaction of 2020 Minimum Cap Ex Requirements and Deemed 2020 Capital Expenditure Amounts. Notwithstanding the terms of Sections 10.5(a)(ii) and (iv) of the CPLV Lease and Sections 10.5(a)(i) – (iv) of each of the Non-CPLV Lease and the Joliet Lease, if, and for so long as, (x) from the Effective Date until and including January 1, 2024 (the “Compliance Period”) (a) each Tenant, as applicable, pays each monthly installment of Rent no later than (i) six (6) days following the date such payment is due under the CPLV Lease and (ii) ten (10) days following the date such payment is due under the Non-CPLV Lease and the Joliet Lease (“Punctual Payment of Rent Condition”) and (b) no Tenant Event of Default occurs under any of the Leases (“No Default Condition”, and together with the Punctual Payment of Rent Condition, collectively, the “Tenant Compliance Conditions”) and (y) the 2020 Cap Ex Conditions (as defined below) are satisfied, Tenant shall be deemed to have:

(i) expended Capital Expenditures in an amount and of a nature sufficient to satisfy each of the Minimum Cap Ex Requirements under each Lease for the 2020 Fiscal Year and any Triennial Period ending December 31, 2020, as applicable, and

(ii) expended Capital Expenditures during the 2020 Fiscal Year in an amount equal to (x) Two Hundred Thirty-Eight Million Three Hundred Thousand and No/100 Dollars ($238,300,000.00) to be applied against the Triennial Minimum Cap Ex Requirement A under each of the Non-CPLV Lease and the Joliet Lease in respect of the Triennial Periods ending on December 31, 2020, December 31, 2021 and December 31, 2022, as the case may be and (y) Two Hundred Ten Million Eight Hundred Thousand and No/100 Dollars ($210,800,000.00) to be applied against the Triennial Minimum Cap Ex Requirement B under each of the Leases (and, for purposes of determining compliance with the Triennial Allocated Minimum Cap Ex Amount B Floors, allocated twenty-five percent (25%) to the Triennial Allocated Minimum Cap Ex Amount B Floor set forth in the CPLV Lease and seventy-five percent (75%) to the Triennial Allocated Minimum Cap Ex Amount B Floor set forth in the Non-CPLV Lease and Joliet Leases) in respect of the Triennial Periods ending on December 31, 2020, December 31, 2021 and December 31, 2022, as the case may be.

(b)2020 Cap Ex Conditions. The following shall collectively constitute the “2020 Cap Ex Conditions”:

(i)During the 2020 Fiscal Year, Tenant shall collectively expend Capital Expenditures pursuant to Section 10.5(a)(ii) of each of the Leases that, in each case, constitute installation or restoration and repair or other improvements of items with respect to the Leased Property thereunder, in an aggregate amount among the Leases equal to no less than Thirty-Eight Million Two Hundred Thousand and No/100 Dollars ($38,200,000.00); and

(ii)During the 2020 Fiscal Year, Tenant shall collectively expend Capital Expenditures under the Leases pursuant to Section 10.5(a)(iii) of the Non-CPLV Lease and the Joliet Lease in an aggregate amount equal to no less than Ninety-Five Million Three Hundred Thousand and No/100 Dollars ($95,300,000.00) (the “2020 Triennial Cap Ex Amount”) (provided, that, for purposes of calculating the 2020 Triennial Cap Ex Amount, Capital Expenditures expended during the 2020 Fiscal Year shall not include Services Co Capital Expenditures or Capital Expenditures in respect of the London Clubs in an aggregate amount

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in excess of Eleven Million and No/100 Dollars ($11,000,000.00)) comprising at least Eighty-Four Million Three Hundred Thousand and No/100 Dollars ($84,300,000.00) in the aggregate collectively expended by Tenant pursuant to Section 10.5(a)(iv) of each of the Leases (provided, that, for purposes of calculating such amount, the proviso in the first sentence in the definition of “Triennial Minimum Cap Ex Amount B” of the applicable Lease shall apply).

For the avoidance of doubt the provisions of Section 10.5(a)(viii) of the respective Leases shall apply to the foregoing Capital Expenditures.

(c)Failure to Satisfy 2020 Cap Ex Conditions and Tenant Compliance Conditions.

(i)Any failure to satisfy any of the Tenant Compliance Conditions during the Compliance Period is referred to herein as a “Tenant Non Compliance Trigger Event” and any failure to satisfy any of the 2020 Cap Ex Conditions as of January 1, 2021 is referred to herein as a “Cap Ex Trigger Event.”

(ii)If, during the 2020 Fiscal Year, any Tenant Compliance Condition is not satisfied, then, in any such case, without the need for notice or any other precondition, the terms of this Amendment shall immediately become null and void and of no further force or effect.

(iii)If (a) any Cap Ex Trigger Event occurs as of January 1, 2021, or (b) any Tenant Non Compliance Trigger Event occurs at any time from and including January 1, 2021 until and including December 31, 2021, then (x) Tenant shall be obligated, within five (5) Business Days after such Trigger Event Date (as defined below), to deposit funds into the Cap Ex Reserve under each applicable Lease in an aggregate amount equal to the difference between (A) the amount of Capital Expenditures each Tenant would have been required to expend in the 2020 Fiscal Year, pursuant to the terms of the Leases which were in effect immediately prior to the date hereof, in order to satisfy the respective Minimum Cap Ex Requirements under each Lease (calculated as of December 31, 2020), and (B) the amount of Capital Expenditures each Tenant actually expended in the 2020 Fiscal Year with respect to such Minimum Cap Ex Requirements (the “2020 Cap Ex Shortfall Amount”), (y) Tenant shall be required to expend the 2020 Cap Ex Shortfall Amount on Capital Expenditures within six (6) months of the date of such Cap Ex Trigger Event or Tenant Non Compliance Trigger Event (“Trigger Event Date”), in each case, as necessary to satisfy the respective Minimum Cap Ex Requirements for the 2020 Fiscal Year, as applicable (calculated as of December 31, 2020), and (z) it is understood that compliance with the requirements of this clause (iii) shall not be deemed to relieve Tenant of compliance with (a) the Minimum Cap Ex Requirements with respect to any time period for which Tenant is not required to make a shortfall deposit pursuant to this clause (iii) and (b) the Annual Minimum Per-Lease B&I Cap Ex Requirement and, if applicable, the Annual Minimum Cap Ex Requirement, in each case with respect to the 2021 Fiscal Year.

(iv)If a Tenant Non Compliance Trigger Event occurs at any time from and including January 1, 2022 until and including December 31, 2022, then (x) Tenant shall be obligated, within five (5) Business Days after such Trigger Event Date, to immediately deposit funds into the Cap Ex Reserve under each applicable Lease in an aggregate amount equal to the sum of (I) the 2020 Cap Ex Shortfall Amount, and (II) the difference between (A) the amount of Capital Expenditures each Tenant would have been required to expend in the 2021 Fiscal

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Year pursuant to the terms of the Leases which were in effect immediately prior to the date hereof, in order to satisfy the respective Minimum Cap Ex Requirements under each Lease (calculated as of December 31, 2021, and determined after giving effect to the deposit of the 2020 Cap Ex Shortfall Amount into the Cap Ex Reserve, and as if such deposited 2020 Cap Ex Shortfall Amount had been expended in Fiscal Year 2020), and (B) the amount of Capital Expenditures each Tenant actually expended in the 2021 Fiscal Year with respect to such Minimum Cap Ex Requirements (the “2021 Cap Ex Shortfall Amount”), (y) Tenant shall be required to expend at least fifty percent (50%) of each of the 2020 Cap Ex Shortfall Amount and 2021 Cap Ex Shortfall Amount on Capital Expenditures within six (6) months of the Trigger Event Date with the remaining portions of such amounts to be expended within twelve (12) months of the Trigger Event Date, in each case, as necessary to satisfy the respective Minimum Cap Ex Requirements for the 2020 and 2021 Fiscal Years, as applicable (calculated as of December 31, 2020 and December 31, 2021, respectively), and (z) it is understood that compliance with the requirements of this clause (iv) shall not be deemed to relieve Tenant of compliance with (a) the Minimum Cap Ex Requirements with respect to any time period for which Tenant is not required to make a shortfall deposit pursuant to this clause (iv) and (b) the Annual Minimum Per-Lease B&I Cap Ex Requirement and, if applicable, the Annual Minimum Cap Ex Requirement, in each case with respect to the 2021 and 2022 Fiscal Years.

(v)If a Tenant Non Compliance Trigger Event occurs on or after January 1, 2023 and prior to the expiration of the Compliance Period, then (x) Tenant shall be obligated, within five (5) Business Days after such Trigger Event Date, to immediately deposit funds into the Cap Ex Reserve under each applicable Lease in an aggregate amount equal to the sum of (I) the 2020 Cap Ex Shortfall Amount, (II) the 2021 Cap Ex Shortfall Amount, and (III) the difference between (A) the amount of Capital Expenditures each Tenant would have been required to expend in the 2022 Fiscal Year, pursuant to the terms of the Leases which were in effect immediately prior to the date hereof, in order to satisfy the respective Minimum Cap Ex Requirements under each Lease (calculated as of December 31, 2022, and determined after giving effect to the deposit of the 2020 Cap Ex Shortfall Amount and the 2021 Cap Ex Shortfall Amount into the Cap Ex Reserve, and as if such deposited 2020 Cap Ex Shortfall Amount and 2021 Cap Ex Shortfall Amount had been expended in Fiscal Years 2020 or 2021, as applicable), and (B) the amount of Capital Expenditures each Tenant actually expended in the 2022 Fiscal Year with respect to such Minimum Cap Ex Requirements (the “2022 Cap Ex Shortfall Amount” and together with the 2020 Cap Ex Shortfall Amount and 2021 Cap Ex Shortfall Amount, collectively, the “Cap Ex Shortfall Amount”), (y) Tenant shall be required to expend at least fifty percent (50%) of the Cap Ex Shortfall Amount on Capital Expenditures within six (6) months of the Trigger Event Date with the remaining portion of such amount to be expended within twelve (12) months of the Trigger Event Date, in each case, as necessary to satisfy the respective Minimum Cap Ex Requirements for the 2020, 2021 and 2022 Fiscal Years, as applicable (calculated as of December 31, 2020, December 31, 2021 and December 31, 2022, respectively), and (z) it is understood that compliance with the requirements of this clause (v) shall not be deemed to relieve Tenant of compliance with (a) the Minimum Cap Ex Requirements with respect to any time period for which Tenant is not required to make a shortfall deposit pursuant to this clause (v) and (b) the Annual Minimum Per-Lease B&I Cap Ex Requirement and, if applicable, the Annual Minimum Cap Ex Requirement, in each case with respect to (I) the 2021 and 2022 Fiscal Years and (II) the Fiscal Year in which the Tenant Non Compliance Trigger Event occurs.

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(vi)Any portion of the Cap Ex Shortfall Amount expended by Tenant shall be credited against (and shall count towards satisfaction of) the applicable Minimum Cap Ex Requirement for the Fiscal Year for which such funds were deposited. It is further understood that if Tenant is required to deposit and expend a Cap Ex Shortfall Amount pursuant to this Section 1(c), then for so long as Tenant is in compliance with the provisions of this Section 1(c), then any Tenant Event of Default that may otherwise exist as a result of Section 1(a) no longer being in effect shall be deemed cured.

(d)Unavoidable Delay. The provisions of Section 10.5(a)(ix) of the respective Leases shall not apply to any Unavoidable Delay directly or indirectly resulting from the coronavirus (COVID-19) pandemic.

2.No Waiver. Except to the extent expressly set forth in this Amendment, Landlord is not waiving any obligations of Tenants under their respective Leases or any rights of Landlord under the Leases or at law, nor is Landlord waiving or consenting to any other events that may have occurred under or in relation to any of the Leases.

3.Incorporation into the Lease. The provisions of this Amendment applicable to each Lease are hereby incorporated into each such Lease and made an integrated, non-severable part thereof.

4.Other Documents. Any and all agreements entered into in connection with any Lease which make reference therein to “the Lease” shall be intended to, and are deemed hereby, to refer to such Lease as amended by this Amendment.

5.Miscellaneous.

(a)This Amendment shall be construed according to and governed by the laws of the jurisdiction(s) which are specified by the Leases without regard to its conflicts of law principles. The parties hereto hereby irrevocably submit to the jurisdiction of any court of competent jurisdiction located in such applicable jurisdiction in connection with any proceeding arising out of or relating to this Amendment.

(b)If any provision of this Amendment is adjudicated to be invalid, illegal or unenforceable, in whole or in part, it will be deemed omitted to that extent and all other provisions of this Amendment will remain in full force and effect.

(c)Neither this Amendment nor any provision hereof may be changed, modified, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of such change, modification, waiver, waiver, discharge or termination is sought.

(d)The paragraph headings and captions contained in this Amendment are for convenience of reference only and in no event define, describe or limit the scope or intent of this Amendment or any of the provisions or terms hereof.

(e)This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns.

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(f)This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

(g)Except as specifically modified in this Amendment, all of the provisions of the Leases remain unchanged and continue in full force and effect.

(h)This Amendment shall not be effective unless and until (i) all requisite notices in respect hereof have been filed with all applicable Gaming Authorities, (ii) any advance notice period with respect to Gaming Authorities applicable hereto shall have expired and (iii) all approvals from all applicable Gaming Authorities required for the parties hereto to consummate the amendments to the Leases hereunder shall have been obtained, whereupon this Amendment shall be effective retroactive as of the Effective Date. Each of Tenant and Landlord hereby agrees to give prompt written notice to the other upon the satisfaction of the foregoing clauses (i) through (iii) with respect to such party.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the Effective Date.

LANDLORD:

HORSESHOE COUNCIL BLUFFS LLC

HARRAH’S COUNCIL BLUFFS LLC

HARRAH’S METROPOLIS LLC

HORSESHOE SOUTHERN INDIANA LLC

NEW HORSESHOE HAMMOND LLC

NEW HARRAH’S NORTH KANSAS CITY LLC

GRAND BILOXI LLC

HORSESHOE TUNICA LLC

NEW TUNICA ROADHOUSE LLC

CAESARS ATLANTIC CITY LLC

BALLY’S ATLANTIC CITY LLC

HARRAH’S LAKE TAHOE LLC

HARVEY’S LAKE TAHOE LLC

HARRAH’S RENO LLC

BLUEGRASS DOWNS PROPERTY OWNER LLC

VEGAS DEVELOPMENT LLC

VEGAS OPERATING PROPERTY LLC

MISCELLANEOUS LAND LLC

PROPCO GULFPORT LLC

PHILADELPHIA PROPCO LLC

CPLV PROPERTY OWNER LLC

HARRAH’S JOLIET LANDCO LLC,

each, a Delaware limited liability company

By: /s/ David A. Kieske

Name: David A. Kieske

Title: Treasurer

HORSESHOE BOSSIER CITY PROP LLC

HARRAH’S BOSSIER CITY LLC,

each, a Louisiana limited liability company

By: /s/ David A. Kieske

Name: David A. Kieske

Title: Treasurer

[Signature Page to Omnibus Amendment]

TENANT:

CEOC, LLC,

a Delaware limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

HBR REALTY COMPANY LLC,

a Nevada limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

HARVEYS IOWA MANAGEMENT COMPANY LLC,

a Nevada limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

SOUTHERN ILLINOIS RIVERBOAT/CASINO CRUISES LLC,

an Illinois limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

[Signature Page to Omnibus Amendment]

CAESARS RIVERBOAT CASINO, LLC,

an Indiana limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

ROMAN HOLDING COMPANY OF INDIANA LLC,

an Indiana limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

HORSESHOE HAMMOND, LLC,

an Indiana limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

HORSESHOE ENTERTAINMENT,

a Louisiana limited partnership

By: New Gaming Capital Partnership,

a Nevada limited partnership,

Its general partner

By: Horseshoe GP, LLC,

a Nevada limited liability company

Its general partner

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

[Signature Page to Omnibus Amendment]

HARRAH’S BOSSIER CITY INVESTMENT COMPANY, L.L.C.,

a Louisiana limited liability company

By: /s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

HARRAH’S NORTH KANSAS CITY LLC,

a Missouri limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

GRAND CASINOS OF BILOXI, LLC,

a Minnesota limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

ROBINSON PROPERTY GROUP LLC,

a Mississippi limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

TUNICA ROADHOUSE LLC,

a Delaware limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

[Signature Page to Omnibus Amendment]

BOARDWALK REGENCY LLC,

a New Jersey limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

CAESARS NEW JERSEY LLC,

a New Jersey limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

BALLY’S PARK PLACE LLC,

a New Jersey limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

HARVEYS TAHOE MANAGEMENT COMPANY LLC,

a Nevada limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

PLAYERS BLUEGRASS DOWNS LLC,a Kentucky limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

[Signature Page to Omnibus Amendment]

CASINO COMPUTER PROGRAMMING, INC.,

an Indiana corporation

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

HARVEYS BR MANAGEMENT COMPANY, INC.,

a Nevada corporation

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

HOLE IN THE WALL, LLC,

a Nevada limited liability company

By:    CEOC, LLC,

as sole member

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

CHESTER DOWNS AND MARINA, LLC,

a Pennsylvania limited liability company

By:    Harrah’s Chester Downs Investment Company, LLC,

as sole member

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

[Signature Page to Omnibus Amendment]

DESERT PALACE LLC,

a Nevada limited liability company

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

DES PLAINES DEVELOPMENT

LIMITED PARTNERSHIP,

a Delaware limited partnership

By:     Harrah’s Illinois, LLC,

A Nevada limited liability company,Its general partner

By:/s/ Eric Hession

Name: Eric Hession

Title: Treasurer

[Signature Page to Omnibus Amendment]

CONSENT AND RATIFICATION

By executing this Amendment in the space provided below, Guarantor hereby:  (i) consents to each Tenant’s execution and delivery of this Amendment; and (ii) ratifies and confirms that each MLSA (including, but not limited to, the Lease Guaranty as defined and contained therein) executed by Guarantor is in full force and effect.

CAESARS ENTERTAINMENT CORPORATION,

a Delaware corporation

By:/s/ Eric Hession

Name: Eric Hession

Title: Chief Financial Officer

[Signature Page to Omnibus Amendment]

Schedule A

NON-CPLV LANDLORD ENTITIES

Horseshoe Council Bluffs LLC

Harrah’s Council Bluffs LLC

Harrah’s Metropolis LLC

Horseshoe Southern Indiana LLC

New Horseshoe Hammond LLC

Horseshoe Bossier City Prop LLC

Harrah’s Bossier City LLC

New Harrah’s North Kansas City LLC

Grand Biloxi LLC

Horseshoe Tunica LLC

New Tunica Roadhouse LLC

Caesars Atlantic City LLC

Bally’s Atlantic City LLC

Harrah’s Lake Tahoe LLC

Harvey’s Lake Tahoe LLC

Harrah’s Reno LLC

Bluegrass Downs Property Owner LLC

Vegas Development LLC

Vegas Operating Property LLC

Miscellaneous Land LLC

Propco Gulfport LLC

Philadelphia Propco LLC

Schedule A

Schedule B

NON-CPLV TENANT ENTITIES

CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.

HBR Realty Company LLC

Harveys Iowa Management Company LLC

Southern Illinois Riverboat/Casino Cruises LLC

Caesars Riverboat Casino LLC

Roman Holding Company of Indiana LLC

Horseshoe Hammond, LLC

Horseshoe Entertainment

Harrah’s Bossier City Investment Company, LLC

Harrah’s North Kansas City LLC

Grand Casinos of Biloxi, LLC

Robinson Property Group LLC

Tunica Roadhouse LLC

Boardwalk Regency LLC

Caesars New Jersey LLC

Bally’s Park Place LLC

Harveys Tahoe Management Company LLC

Players Bluegrass Downs LLC

Casino Computer Programming, Inc.

Harveys BR Management Company, Inc.

Hole in the Wall, LLC

Chester Downs and Marina, LLC

Schedule B

EX-99.1

Exhibit 99.1

VICI Properties Inc. Provides Business Update

- Collects 100% of rent in May and provides June rent outlook -

- Initiates settlement of $1.3 billion forward sale agreements -

- Agrees with Caesars to temporarily modify certain capital expenditure requirements -

NEW YORK, NY – June 1, 2020 – VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), today provided a business update focused on the following events:

• Collected 100% of rent for the month of May and anticipates collecting all rent due for the month of June

• Initiated settlement of forward sale agreements adding approximately $1.3 billion of cash to total liquidity

• Agreed to temporarily modify certain capital expenditure requirements under certain leases with Caesars Entertainment Corporation (“Caesars”), which strengthened Caesars’ liquidity

Real Estate Portfolio Update

In connection with the COVID-19 pandemic, various state governments and/or regulatory authorities issued directives, mandates, orders or similar actions restricting non-essential business operations, resulting in the temporary closure of our tenants’ operations at our properties. Certain states have begun to allow for the reopening of casinos to occur, yet timelines for re-opening differ state by state and we cannot predict the length of time our tenants’ operations at each specific property will remain closed.

Since our COVID-19 update on April 16, 2020, all our tenants fulfilled their rent obligations in full for the month of May and we expect all June rent will be paid in full.

John Payne, President & Chief Operating Officer of VICI Properties said, “We are extremely proud of the strength and commitment of each of our tenants during this unprecedented period. Our tenants have demonstrated dedication to their employees, and to the states and municipalities in which they operate gaming facilities and we are truly proud to serve as their real estate partners. As we look toward the re-opening of our assets across the United States, VICI’s portfolio is well diversified from a geographic perspective with approximately 71% of our rent generated from assets located in drive-to regional markets and 29% of our rent generated from assets located on the Las Vegas Strip.”

Capital Markets Activity and Liquidity Update

We have delivered a settlement notice to each of the forward purchasers to physically settle the forward sale agreements entered into in connection with the public offering of the Company's common stock in June 2019. On June 2, 2020, the Company expects to deliver to the forward purchasers 65,000,000 shares of the Company's common stock to effect the settlement. The settlement of these shares (which in effect have been tradeable since the June 2019 forward equity offering) is expected to result in approximately $1.3 billion of proceeds to the Company, which is intended to ultimately be used to fund a portion of the Company’s obligations in connection with the pending Eldorado/Caesars transaction and for general corporate purposes. Following settlement, no shares of the Company's common stock will remain subject to future settlement under the June 2019 forward sale agreements. The Company’s total shares outstanding will be approximately

533.7 million, as of June 2, 2020 following the expected delivery of the shares to the forward purchasers pursuant to the forward sale agreements. The settlement of the forward sale agreements may be delayed due to certain market disruption events that could affect the Company’s ability totransfer the shares and receive proceeds therefrom on the expected settlement date.

“We are grateful to the investors that supported VICI and purchased shares in our June 2019 offering. Settlement of our forward sale agreements strengthens our balance sheet with an additional $1.3 billion of liquidity,” commented David Kieske, Executive Vice President, Chief Financial Officer of VICI Properties. “The proceeds from the settlement of the forward sale agreements, combined with the $2.0 billion of proceeds held in escrow from our February unsecured notes offering, provides us with all the capital necessary to close on our part of the pending Eldorado/Caesars transaction.”

As a result of this activity, we expect to have approximately $1.7 billion in unrestricted cash and cash equivalents, $2.0 billion in restricted cash, $1.0 billion of availability under our undrawn revolving credit facility and no debt maturities until December 2024.

Temporary Modifications to Certain Tenant Capital Expenditure Requirements

Caesars Entertainment Corporation

On June 1, 2020, VICI Properties and Caesars entered into an Omnibus Amendment to Leases (the “Omnibus Amendment”) in connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance. The Omnibus Amendment provides Caesars and certain subsidiaries of Caesars with certain relief with respect to a portion of their capital expenditure obligations under the Non-CPLV lease, the CPLV lease and the Joliet lease (collectively, the “Caesars Leases”).

“At VICI, we strive to engage energetically with our tenants and, in this time of COVID-19, this engagement has risen to an even higher level,” said Mr. Payne. "The steps we have taken with Caesars demonstrate our ability to work constructively in enhancing their liquidity during this pandemic, while preserving our rent under the respective leases.”

Pursuant to the Omnibus Amendment, Caesars will be granted certain relief with respect to a portion of the capital expenditure obligations under the Caesars Leases conditioned upon Caesars and certain subsidiaries of Caesars (i) funding of certain minimum capital expenditures in fiscal year 2020 (which represent a reduction of the minimum capital expenditure amounts currently set forth in the Caesars Leases), (ii) making timely payment of rent obligations under the Caesars Leases during the compliance period set forth in the Omnibus Amendment and (iii) no tenant event of default occurring under any of the Caesars Leases during the compliance period set forth in the Omnibus Amendment. Caesars will receive credit for certain deemed capital expenditure amounts, which credit may be used to satisfy certain capital expenditure obligations over the rolling 2020, 2021 and 2022 fiscal years, provided that the foregoing conditions are satisfied. If Caesars fails to satisfy any of the foregoing conditions, Caesars will be required to satisfy the capital expenditure obligations set forth in the Caesars Leases or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve in accordance with the Omnibus Amendment. The Omnibus Amendment will not become effective unless and until all applicable gaming regulatory approvals, notices and notice periods have been obtained, given or expired, as the case may be.

Century Casinos, Inc.

Additionally, in May 2020, the Company entered into an amendment to the triple net lease agreement entered into with Century Casinos, Inc. (“Century”) in connection with the acquisition of three casino properties in December 2019 (the “Century Master Lease”).  The Century Master Lease contains certain covenants, including minimum capital expenditures. The covenants under the Century Master Lease began on January 1, 2020; however, as a result of the casino closures in connection with the COVID-19 pandemic, the Company has agreed to waive Century’s capital expenditure requirements for 2020 and defer to not later than December 31, 2021 certain other expenditures contemplated in connection with the underwriting of the acquired casino properties.  Pursuant to the amendment to the Century Master Lease, the capital expenditure relief is conditioned upon (i) Century’s timely payment of rent obligations under the Century Master Lease during the compliance period set forth in the amendment and (ii) no tenant event of default occurring under the Century Master Lease during the compliance period set forth in the amendment.  If Century fails to satisfy any of the foregoing conditions, Century will be required to satisfy the capital expenditure obligations set forth in the Century Master Lease or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve for expenditure in accordance with the amendment.

About VICI Properties

VICI Properties is an experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including the world-renowned Caesars Palace. VICI Properties’ national, geographically diverse portfolio consists of 28 gaming facilities comprising over 40 million square feet and features approximately 15,600 hotel rooms and more than 180 restaurants, bars and nightclubs. Its properties are leased to industry leading gaming and hospitality operators, including Caesars Entertainment Corporation, Century Casinos Inc., Hard Rock International, JACK Entertainment and Penn National Gaming, Inc. VICI Properties also owns four championship golf courses and 34 acres of undeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s highest quality and most productive experiential real estate portfolio. For additional information, please visit www.viciproperties.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “anticipates”, “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements.

Among those risks, uncertainties and other factors are 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 (including stemming from the COVID-19 pandemic and changes in the economic conditions as a result of the COVID-19 pandemic); risks that the Company may not achieve the benefits contemplated by our pending and recently completed acquisitions of real estate assets; risks that not all potential risks and liabilities have been identified in the Company’s due diligence for our pending and recently completed transactions; risks regarding the ability to

receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate our pending transactions, or other delays or impediments to completing our pending transactions; our ability to obtain the financing necessary to complete our pending transactions on the terms we currently expect or at all; the possibility that our pending transactions may not be completed or that completion may be unduly delayed; and the effects of our recently completed acquisitions and the pending transactions on us, including the post-acquisition impact on our financial condition, financial and operating results, cash flows, strategy and plans.

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 the financial condition, results of operations, cash flows and performance of the Company and its tenants. The extent to which the COVID-19 pandemic impacts the Company and its tenants will largely depend on future developments that are highly uncertain and cannot be predicted with confidence, including the impact of the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures on our tenants, including various state governments and/or regulatory authorities issuing directives, mandates, orders or similar actions restricting freedom of movement and business operations, such as travel restrictions, border closures, business closures, limitations on public gatherings, quarantines and “shelter-at-home” orders resulting in the closure of our tenants’ operations at our properties. Each of the foregoing could have a material adverse effect on our tenants’ ability to satisfy their obligations under their leases 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. In addition, changes and instability in global, national and regional economic activity and financial markets as a result of the COVID-19 pandemic could negatively impact consumer discretionary spending and travel, which could have a material adverse effect on our tenants’ businesses.

Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Investors:

Investors@viciproperties.com

(646) 949-4631

Or

David Kieske

EVP, Chief Financial Officer

DKieske@viciproperties.com

Danny Valoy

Vice President, Finance

DValoy@viciproperties.com

XML

Cover Page	Jun. 01, 2020
Cover page.
Entity Central Index Key	0001705696
Document Type	8-K
Document Period End Date	Jun. 01, 2020
Entity Registrant Name	VICI Properties Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-38372
Entity Tax Identification Number	81-4177147
Entity Address, Address Line One	535 Madison Avenue, 20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	949-4631
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	VICI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false