10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-38372 (VICI Properties Inc.)

Commission file number: 333-264352-01 (VICI Properties L.P.)

_____________________________

VICI Properties Inc.

VICI Properties L.P.

(Exact name of registrant as specified in its charter)

_____________________________

Maryland	(VICI Properties Inc.)	81-4177147
Delaware	(VICI Properties L.P.)	35-2576503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

535 Madison Avenue, 20th Floor New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

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

_____________________________

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

VICI Properties Inc. Yes  ☒    No  ☐ VICI Properties L.P.  Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

VICI Properties Inc. Yes  ☒    No  ☐ VICI Properties L.P.  Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

VICI Properties Inc.				VICI Properties L.P.
Large Accelerated Filer	☒	Accelerated filer	☐	Large Accelerated Filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐			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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

VICI Properties Inc. Yes   ☐   No  ☒  VICI Properties L.P.  Yes  ☐   No  ☒ 

As of October 26, 2022, VICI Properties Inc. had 963,097,848 shares of common stock, $0.01 par value per share, outstanding. VICI Properties L.P. has no common stock outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the three and nine months ended September 30, 2022 of VICI Properties Inc. and VICI Properties L.P. Unless stated otherwise or the context otherwise requires, references to “VICI” mean VICI Properties Inc. and its consolidated subsidiaries, including VICI Properties OP LLC (“VICI OP”), and references to “VICI LP” mean VICI Properties L.P. and its consolidated subsidiaries. Unless stated otherwise or the context otherwise requires, the terms “the Company,” “we,” “our” and “us” mean VICI and VICI LP, including, collectively, their consolidated subsidiaries.

In order to highlight the differences between VICI and VICI LP, the separate sections in this report for VICI and VICI LP described below specifically refer to VICI and VICI LP. In the sections that combine disclosure of VICI and VICI LP, this report refers to actions or holdings of VICI and VICI LP as being “our” actions or holdings. Although VICI LP is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets through VICI LP.

VICI is a real estate investment trust (“REIT”) that is the sole owner of VICI Properties GP LLC (the “General Partner”), the sole general partner of VICI LP. As of September 30, 2022, VICI owns 100% of the limited liability company interests of VICI Properties HoldCo LLC (“HoldCo”), which in turn owns approximately 98.7% of the limited liability company interest of VICI OP (such interests, “VICI OP Units”), our operating partnership, which in turns owns 100% of the limited partnership interest in VICI LP. The balance of the VICI OP Units not held by HoldCo are held by MGM Resorts International or its affiliates.

The following diagram details VICI’s organizational structure as of September 30, 2022.

We believe combining the quarterly reports on Form 10-Q of VICI and VICI LP into this single report:

•enhances investors’ understanding of VICI and VICI LP by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We operate VICI and VICI LP as one business. Because VICI LP is managed by VICI, and VICI conducts substantially all of its operations and owns, either directly or through subsidiaries, substantially all of its assets indirectly through VICI LP, VICI’s executive officers are VICI LP’s executive officers, although, as a partnership, VICI LP does not have a board of directors.

We believe it is important to understand the few differences between VICI and VICI LP in the context of how VICI and VICI LP operate as a consolidated company. VICI is a REIT whose only material assets are its indirect interest in VICI LP, through which it conducts its real property business. VICI also conducts its golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf LLC, a Delaware limited liability company (“VICI Golf”). As a result, VICI does not conduct business itself other than issuing public equity from time to time and does not directly incur any material indebtedness, rather VICI LP

2

holds substantially all of our assets, except for those held in VICI Golf. Except for net proceeds from public equity issuances by VICI, VICI LP generates all capital required by the Company’s business, which sources include VICI LP’s operations and its direct or indirect incurrence of indebtedness.

VICI consolidates VICI LP for financial reporting purposes, and VICI does not have material assets other than its indirect investment in VICI LP. Therefore, while there are some areas of difference between the unaudited Consolidated Financial Statements of VICI and those of VICI LP, the assets and liabilities of VICI and VICI LP are materially the same on their respective financial statements. As of September 30, 2022, the primary areas of difference between the unaudited Consolidated Financial Statements of VICI and those of VICI LP were stockholders’ equity and partners’ capital, non-controlling interests, and golf operations, which include the assets and liabilities and income and expenses of VICI Golf.

To help investors understand the differences between VICI and VICI LP, this report provides:

•separate consolidated financial statements for VICI and VICI LP;

•a single set of notes to such consolidated financial statements that includes separate discussions of stockholders’ equity or partners’ equity and per share and per unit data, as applicable;

•a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity, as applicable;

•separate Part I, Item 4. Controls and Procedures sections;

•separate Part II, Item 2. Issuer Purchases of Equity Securities sections related to each entity; and

•separate Exhibits 31 and 32 certifications for each VICI and VICI LP in order to establish that the requisite certifications have been made and that VICI and VICI LP are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

The separate discussions of VICI and VICI LP in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

3

VICI PROPERTIES INC.
VICI PROPERTIES L.P.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements of VICI Properties Inc. (Unaudited)		5
		Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	5
		Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	6
		Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021	7
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	9
	Financial Statements of VICI Properties L.P. (Unaudited)		11
		Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	11
		Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	12
		Consolidated Statements of Partners’ Capital for the Three and Nine Months Ended September 30, 2022 and 2021	13
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	15
	Notes to Consolidated Financial Statements		17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		55
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		73
Item 4.	Controls and Procedures		74
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		75
Item 1A.	Risk Factors		75
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		75
Item 3.	Defaults Upon Senior Securities		75
Item 4.	Mine Safety Disclosures		75
Item 5.	Other Information		75
Item 6.	Exhibits		76
Signatures			77

4

PART I        FINANCIAL INFORMATION

Item 1.        Financial Statements

VICI PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)

	September 30, 2022		December 31, 2021
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	17,011,585	$	13,136,664
Investments in leases - financing receivables, net	16,441,616		2,644,824
Investments in loans, net	579,805		498,002
Investment in unconsolidated affiliate	1,463,230		—
Land	153,560		153,576
Cash and cash equivalents	518,383		739,614
Short-term investments	207,722		—
Other assets	932,081		424,693
Total assets	$	37,307,982	$	17,597,373
Liabilities
Debt, net	$	13,730,503	$	4,694,523
Accrued expenses and deferred revenue	202,888		113,530
Dividends and distributions payable	380,174		226,309
Other liabilities	932,120		375,837
Total liabilities	15,245,685		5,410,199
Commitments and contingent liabilities (Note 10)
Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 963,093,424 and 628,942,092 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	9,631		6,289
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at September 30, 2022 and December 31, 2021	—		—
Additional paid-in capital	21,641,945		11,755,069
Accumulated other comprehensive income	191,314		884
Retained (deficit) earnings	(133,311)		346,026
Total VICI stockholders’ equity	21,709,579		12,108,268
Non-controlling interests	352,718		78,906
Total stockholders’ equity	22,062,297		12,187,174
Total liabilities and stockholders’ equity	$	37,307,982	$	17,597,373

_______________________________________________________

Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

See accompanying Notes to Consolidated Financial Statements.

5

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues
Income from sales-type leases	$	376,048	$	292,059	$	1,077,952	$	873,337
Income from lease financing receivables and loans	350,945		70,205		685,544		210,578
Other income	17,862		6,936		41,811		20,897
Golf revenues	6,688		6,504		25,484		21,602
Total revenues	751,543		375,704		1,830,791		1,126,414
Operating expenses
General and administrative	12,063		8,379		33,311		24,092
Depreciation	816		771		2,371		2,320
Other expenses	17,862		6,936		41,811		20,897
Golf expenses	5,186		5,143		16,330		14,881
Change in allowance for credit losses	232,763		9,031		865,459		(24,453)
Transaction and acquisition expenses	1,947		177		19,366		9,689
Total operating expenses	270,637		30,437		978,648		47,426
Income from unconsolidated affiliate	22,719		—		37,853		—
Interest expense	(169,354)		(165,099)		(370,624)		(321,953)
Interest income	3,024		26		3,897		75
Loss from extinguishment of debt	—		(15,622)		—		(15,622)
Income before income taxes	337,295		164,572		523,269		741,488
Income tax expense	(417)		(388)		(1,844)		(2,128)
Net income	336,878		164,184		521,425		739,360
Less: Net income attributable to non-controlling interests	(5,973)		(2,322)		(7,843)		(6,988)
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Net income per common share
Basic	$	0.34	$	0.29	$	0.61	$	1.35
Diluted	$	0.34	$	0.28	$	0.60	$	1.31
Weighted average number of shares of common stock outstanding
Basic	962,573,646		555,153,692		848,839,357		542,843,855
Diluted	964,134,340		571,894,545		850,823,037		557,113,510
Other comprehensive income
Net income	$	336,878	$	164,184	$	521,425	$	739,360
Reclassification of derivative (gain) loss to Interest expense	(6,037)		64,239		(10,196)		64,239
Unrealized gain on cash flow hedges	—		6,576		200,550		28,282
Comprehensive income	330,841		234,999		711,779		831,881
Comprehensive income attributable to non-controlling interest	(5,897)		(2,322)		(7,715)		(6,988)
Comprehensive income attributable to common stockholders	$	324,944	$	232,677	$	704,064	$	824,893

See accompanying Notes to Consolidated Financial Statements.

6

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share and per share data)

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive  (Loss) Income		Retained Earnings (Deficit)		Total VICI Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance as of December 31, 2020	$	5,367	$	9,363,539	$	(92,521)	$	139,454	$	9,415,839	$	77,906	$	9,493,745
Net income	—		—		—		269,801		269,801		2,298		272,099
Dividends and distributions declared ($0.3300 per common share)	—		—		—		(177,217)		(177,217)		(2,071)		(179,288)
Stock-based compensation, net of forfeitures	3		755		—		—		758		—		758
Unrealized gain on cash flow hedges	—		—		12,378		—		12,378		—		12,378
Balance as of March 31, 2021	5,370		9,364,294		(80,143)		232,038		9,521,559		78,133		9,599,692
Net income	—		—		—		300,709		300,709		2,368		303,077
Dividends and distributions declared ($0.3300 per common share)	—		—		—		(177,223)		(177,223)		(2,072)		(179,295)
Stock-based compensation, net of forfeitures	—		2,267		—		—		2,267		—		2,267
Unrealized gain on cash flow hedges	—		—		9,328		—		9,328		—		9,328
Balance as of June 30, 2021	5,370		9,366,561		(70,815)		355,524		9,656,640		78,429		9,735,069
Net income	—		—		—		161,862		161,862		2,322		164,184
Issuance of common stock, net	919		2,383,896		—		—		2,384,815		—		2,384,815
Dividends and distributions declared ($0.3600 per common share)	—		—		—		(226,420)		(226,420)		(2,072)		(228,492)
Stock-based compensation, net of forfeitures	—		2,395		—		—		2,395		—		2,395
Unrealized gain on cash flow hedges	—		—		6,576		—		6,576		—		6,576
Reclassification of derivative loss to Interest expense	—		—		64,239		—		64,239		—		64,239
Balance as of September 30, 2021	$	6,289	$	11,752,852	$	—	$	290,966	$	12,050,107	$	78,679	$	12,128,786

7

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(UNAUDITED)

(In thousands, except share and per share data)

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive  (Loss) Income		Retained Earnings (Deficit)		Total VICI Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance as of December 31, 2021	$	6,289	$	11,755,069	$	884	$	346,026	$	12,108,268	$	78,906	$	12,187,174
Net income	—		—		—		240,383		240,383		2,305		242,688
Issuance of common stock, net	1,190		3,216,907		—		—		3,218,097		—		3,218,097
Dividends and distributions declared ($0.3600 per common share)	—		—		—		(270,600)		(270,600)		(2,103)		(272,703)
Stock-based compensation, net of forfeitures	5		(86)		—		—		(81)		—		(81)
Unrealized gain on cash flow hedges	—		—		108,611		—		108,611		—		108,611
Balance as of March 31, 2022	7,484		14,971,890		109,495		315,809		15,404,678		79,108		15,483,786
Net loss	—		—		—		(57,706)		(57,706)		(435)		(58,141)
Issuance of common stock, net	2,147		6,570,084		—		—		6,572,231		—		6,572,231
Issuance of VICI OP Units	—		—		—		—		—		374,769		374,769
Reallocation of equity	—		99,029		(52)		—		98,977		(94,573)		4,404
Dividends and distributions declared ($0.3600 per common share)	—		—		—		(346,713)		(346,713)		(6,465)		(353,178)
Stock-based compensation, net of forfeitures	—		3,195		—		—		3,195		41		3,236
Unrealized gain on cash flow hedges	—		—		91,939		—		91,939		—		91,939
Reclassification of derivative gain to Interest expense	—		—		(4,107)		—		(4,107)		(52)		(4,159)
Balance as of June 30, 2022	9,631		21,644,198		197,275		(88,610)		21,762,494		352,393		22,114,887
Net income	—		—		—		330,905		330,905		5,973		336,878
Reallocation of equity	—		(5,702)		—		—		(5,702)		1,298		(4,404)
Dividends and distributions declared ($0.3900 per common share)	—		—		—		(375,606)		(375,606)		(6,914)		(382,520)
Stock-based compensation, net of forfeitures	—		3,449		—		—		3,449		44		3,493
Reclassification of derivative gain to Interest expense	—		—		(5,961)		—		(5,961)		(76)		(6,037)
Balance as of September 30, 2022	$	9,631	$	21,641,945	$	191,314	$	(133,311)	$	21,709,579	$	352,718	$	22,062,297

See accompanying Notes to Consolidated Financial Statements.

8

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net income	$	521,425	$	739,360
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(230,522)		(89,714)
Stock-based compensation	9,359		7,067
Non-cash transaction costs	8,816		—
Depreciation	2,371		2,320
Amortization of debt issuance costs and original issue discount	28,099		50,723
Change in allowance for credit losses	865,459		(24,453)
Income from unconsolidated affiliate	(37,853)		—
Distributions from unconsolidated affiliate	40,437		—
Net proceeds from settlement of derivatives	201,433		—
Loss on extinguishment of debt	—		15,622
Change in operating assets and liabilities:
Other assets	(4,052)		2,694
Accrued expenses and deferred revenue	50,676		(94,542)
Other liabilities	(171)		1,847
Net cash provided by operating activities	1,455,477		610,924
Cash flows from investing activities
Net cash paid in connection with MGP Transactions	(4,574,536)		—
Investments in leases - sales-type	(4,012,845)		—
Investments in leases - financing receivables	—		(6,000)
Investments in loans	(87,166)		(19,161)
Principal repayments of lease financing receivables	—		1,651
Principal repayments of loans and receipts of deferred fees	1,130		30,448
Capitalized transaction costs	(6,801)		(9,215)
Investments in short-term investments	(207,722)		—
Maturities of short-term investments	—		19,973
Proceeds from sale of real estate	—		3,813
Acquisition of property and equipment	(1,158)		(1,653)
Net cash (used in) provided by investing activities	(8,889,098)		19,856

9

VICI PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Cash flows from financing activities
Proceeds from offering of common stock, net	3,219,101		2,386,129
Proceeds from April 2022 Notes offering	5,000,000		—
Proceeds from Revolving Credit Facility	600,000		—
Repayment of Term Loan B Facility	—		(2,100,000)
Repayment of Revolving Credit Facility	(600,000)		—
Debt issuance costs	(146,176)		(23,166)
Repurchase of stock for tax withholding	(6,118)		(1,647)
Distributions to non-controlling interests	(10,711)		(6,215)
Dividends paid	(843,706)		(532,360)
Net cash provided by (used in) financing activities	7,212,390		(277,259)
Net (decrease) increase in cash, cash equivalents and restricted cash	(221,231)		353,521
Cash, cash equivalents and restricted cash, beginning of period	739,614		315,993
Cash, cash equivalents and restricted cash, end of period	$	518,383	$	669,514
Supplemental cash flow information:
Cash paid for interest	$	290,119	$	272,574
Cash paid for income taxes	$	2,306	$	1,790
Supplemental non-cash investing and financing activity:
Dividends and distributions declared, not paid	$	380,377	$	226,420
Debt issuance costs payable	$	13	$	50,716
Deferred transaction costs payable	$	1,479	$	12,426
Equity issuance costs payable	$	—	$	350
Non-cash change in Investments in leases - financing receivables	$	120,709	$	15,292
Lease liabilities arising from obtaining right-of-use assets	$	541,676	$	—

See accompanying Notes to Consolidated Financial Statements.

10

VICI PROPERTIES L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except unit and per unit data)

	September 30, 2022		December 31, 2021
Assets
Real estate portfolio:
Investments in leases - sales-type, net	$	17,011,585	$	13,136,664
Investments in leases - financing receivables, net	16,441,616		2,644,824
Investments in loans, net	579,805		498,002
Investment in unconsolidated affiliate	1,463,230		—
Land	153,560		153,576
Cash and cash equivalents	455,343		705,566
Short-term investments	207,722		—
Other assets	853,382		344,014
Total assets	$	37,166,243	$	17,482,646
Liabilities
Debt, net	$	13,730,503	$	4,694,523
Accrued expenses and deferred revenue	198,943		110,056
Distributions payable	380,377		226,309
Other liabilities	917,393		361,270
Total liabilities	15,227,216		5,392,158
Commitments and contingent liabilities (Note 10)
Partners’ Capital
Partners’ capital, 975,324,797 and 628,942,092 operating partnership units issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	21,669,219		12,010,698
Accumulated other comprehensive income	191,238		884
Total VICI LP’s capital	21,860,457		12,011,582
Non-controlling interest	78,570		78,906
Total capital attributable to partners	21,939,027		12,090,488
Total liabilities and partners’ capital	$	37,166,243	$	17,482,646

_______________________________________________________

Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

11

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except unit and per unit data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues
Income from sales-type leases	$	376,048	$	292,059	$	1,077,952	$	873,337
Income from lease financing receivables and loans	350,945		70,205		685,544		210,578
Other income	17,862		6,936		41,811		20,897
Total revenues	744,855		369,200		1,805,307		1,104,812
Operating expenses
General and administrative	12,055		8,379		33,303		24,092
Depreciation	31		29		90		92
Other expenses	17,862		6,936		41,811		20,897
Change in allowance for credit losses	232,763		9,031		865,459		(24,453)
Transaction and acquisition expenses	1,947		177		19,366		9,689
Total operating expenses	264,658		24,552		960,029		30,317
Income from unconsolidated affiliate	22,719		—		37,853		—
Interest expense	(169,354)		(165,099)		(370,624)		(321,953)
Interest income	2,735		23		3,378		61
Loss from extinguishment of debt	—		(15,622)		—		(15,622)
Income before income taxes	336,297		163,950		515,885		736,981
Income tax expense	(245)		(245)		(328)		(1,128)
Net income	336,052		163,705		515,557		735,853
Less: Net income attributable to non-controlling interest	(1,781)		(2,322)		(5,973)		(6,988)
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Net income per Partnership unit
Basic	$	0.34	$	0.29	$	0.60	$	1.34
Diluted	$	0.34	$	0.28	$	0.59	$	1.31
Weighted average number of Partnership units outstanding
Basic	974,805,019		555,153,692		855,783,910		542,843,855
Diluted	976,365,713		571,894,545		857,767,590		557,113,510
Other comprehensive income
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Reclassification of derivative (gain) loss to Interest expense	(6,037)		64,239		(10,196)		64,239
Unrealized gain on cash flow hedges	—		6,576		200,550		28,282
Comprehensive income attributable to partners	$	328,234	$	232,198	$	699,938	$	821,386

See accompanying Notes to Consolidated Financial Statements.

12

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

(In thousands, except unit and per unit data)

	Partners’ Capital		Accumulated Other Comprehensive (Loss) Income		Non-Controlling Interest		Total
Balance as of December 31, 2020	$	9,417,794	$	(92,521)	$	77,906	$	9,403,179
Net income	268,593		—		2,298		270,891
Contributions from parent	13,173		—		—		13,173
Distributions to parent	(189,915)		—		—		(189,915)
Distributions to non-controlling interest	—		—		(2,071)		(2,071)
Stock-based compensation, net of forfeitures	2,252		—		—		2,252
Unrealized gain on cash flow hedges	—		12,378		—		12,378
Balance as of March 31, 2021	9,511,897		(80,143)		78,133		9,509,887
Net income	298,889		—		2,368		301,257
Contributions from parent	3,152		—		—		3,152
Distributions to parent	(180,744)		—		—		(180,744)
Distributions to non-controlling interest	—		—		(2,072)		(2,072)
Stock-based compensation, net of forfeitures	2,366		—		—		2,366
Unrealized gain on cash flow hedges	—		9,328		—		9,328
Balance as of June 30, 2021	9,635,560		(70,815)		78,429		9,643,174
Net income	161,383		—		2,322		163,705
Contributions from parent	2,386,874		—		—		2,386,874
Distributions to parent	(228,937)		—		—		(228,937)
Distributions to non-controlling interest	—		—		(2,072)		(2,072)
Stock-based compensation, net of forfeitures	2,366		—		—		2,366
Unrealized gain on cash flow hedges	—		6,576		—		6,576
Reclassification of derivative loss to Interest expense			64,239				64,239
Balance as of September 30, 2021	$	11,957,246	$	—	$	78,679	$	12,035,925

13

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

(In thousands, except unit and per unit data)

	Partners’ Capital		Accumulated Other Comprehensive (Loss) Income		Non-Controlling Interest		Total
Balance as of December 31, 2021	$	12,010,698	$	884	$	78,906	$	12,090,488
Net income	238,348		—		2,305		240,653
Contributions from parent	3,229,165		—		—		3,229,165
Distributions to parent	(281,990)		—		—		(281,990)
Distributions to non-controlling interest	—		—		(2,103)		(2,103)
Stock-based compensation, net of forfeitures	2,602		—		—		2,602
Unrealized gain on cash flow hedges	—		108,611		—		108,611
Balance as of March 31, 2022	15,198,823		109,495		79,108		15,387,426
Net loss	$	(63,035)	$	—	$	1,887	$	(61,148)
Contributions from parent	6,949,119		—		—		6,949,119
Distributions to parent	(375,626)		—		—		(375,626)
Distributions to non-controlling interest	—		—		(2,062)		(2,062)
Stock-based compensation, net of forfeitures	3,236		—		—		3,236
Unrealized gain on cash flow hedges	—		91,939		—		91,939
Reclassification of derivative gain to Interest expense	—		(4,159)		—		(4,159)
Balance as of June 30, 2022	21,712,517		197,275		78,933		21,988,725
Net income	334,271		—		1,781		336,052
Contributions from parent	142		—		—		142
Distributions to parent	(381,204)		—		—		(381,204)
Distributions to non-controlling interest	—		—		(2,144)		(2,144)
Stock-based compensation, net of forfeitures	3,493		—		—		3,493
Reclassification of derivative gain to Interest expense	—		(6,037)		—		(6,037)
Balance as of September 30, 2022	$	21,669,219	$	191,238	$	78,570	$	21,939,027

See accompanying Notes to Consolidated Financial Statements.

14

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net income	$	515,557	$	735,853
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(230,522)		(89,714)
Stock-based compensation	9,272		6,984
Depreciation	90		92
Amortization of debt issuance costs and original issue discount	28,099		50,723
Change in allowance for credit losses	865,459		(24,453)
Income from unconsolidated affiliate	(37,853)		—
Distributions from unconsolidated affiliate	40,437		—
Net proceeds from settlement of derivatives	201,433		—
Loss on extinguishment of debt	—		15,622
Change in operating assets and liabilities:
Other assets	(2,182)		3,936
Accrued expenses and deferred revenue	46,508		(94,172)
Other liabilities	(331)		296
Net cash provided by operating activities	1,435,967		605,167
Cash flows from investing activities
Net cash paid in connection with MGP Transactions	(4,574,536)		—
Investments in leases - sales-type	(4,012,845)		—
Investments in leases - financing receivables	—		(6,000)
Investments in loans	(87,166)		(19,161)
Principal repayments of lease financing receivables	—		1,651
Principal repayments of loans and receipts of deferred fees	1,130		30,448
Capitalized transaction costs	(6,801)		(9,215)
Investments in short-term investments	(207,722)		—
Maturities of short-term investments	—		19,973
Proceeds from sale of real estate	—		3,813
Acquisition of property and equipment	(65)		(15)
Net cash (used in) provided by investing activities	(8,888,005)		21,494
Cash flows from financing activities
Contributions from Parent	3,219,202		2,386,911
Distributions to Parent	(864,902)		(532,000)
Proceeds from April 2022 Notes offering	5,000,000		—
Proceeds from Revolving Credit Facility	600,000		—
Repayment of Term Loan B Facility	—		(2,100,000)
Repayment of Revolving Credit Facility	(600,000)		—
Debt issuance costs	(146,176)		(23,166)
Distributions to non-controlling interest	(6,309)		(6,215)
Net cash provided by (used in) financing activities	7,201,815		(274,470)

15

VICI PROPERTIES L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Net (decrease) increase in cash, cash equivalents and restricted cash	(250,223)		352,191
Cash, cash equivalents and restricted cash, beginning of period	705,566		286,245
Cash, cash equivalents and restricted cash, end of period	$	455,343	$	638,436
Supplemental cash flow information:
Cash paid for interest	$	290,119	$	272,574
Cash paid for income taxes	$	996	$	1,397
Supplemental non-cash investing and financing activity:
Distributions payable	$	380,377	$	226,420
Debt issuance costs payable	$	13	$	50,716
Deferred transaction costs payable	$	1,479	$	12,426
Non-cash change in Investments in leases - financing receivables	$	120,709	$	15,292
Lease liabilities arising from obtaining right-of-use assets	$	541,676	$	—

See accompanying Notes to Consolidated Financial Statements.

16

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In these notes, the words the “Company,” “VICI,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, including VICI LP, on a consolidated basis, unless otherwise stated or the context requires otherwise.

We refer to (i) our Condensed Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheet,” (iii) our Consolidated Statements of Operations and Comprehensive Income as our “Statement of Operations,” and (iv) our Consolidated Statement of Cash Flows as our “Statement of Cash Flows.” References to numbered “Notes” refer to the Notes to our Consolidated Financial Statements.

“Apollo” refers to Apollo Global Management, Inc., a Delaware corporation, and, as the context requires, certain of its subsidiaries and affiliates.

“April 2022 Notes” refer collectively to (i) the $500.0 million aggregate principal amount of 4.375% senior unsecured notes due 2025, (ii) the $1,250.0 million aggregate principal amount of 4.750% senior unsecured notes due 2028, (iii) the $1,000.0 million aggregate principal amount of 4.950% senior unsecured notes due 2030, (iv) the $1,500.0 million aggregate principal amount of 5.125% senior unsecured notes due 2032, and (v) the $750.0 million aggregate principal amount of 5.625% senior unsecured notes due 2052, in each case issued by VICI LP in April 2022.

“BREIT JV” refers to the joint venture between MGP and Blackstone Real Estate Income Trust, Inc. in which the Company holds a 50.1% ownership stake following the MGP Transactions.

“BREIT JV Lease” refers to the lease agreement for MGM Grand Las Vegas and Mandalay Bay.

“Caesars” refers to Caesars Entertainment, Inc., a Delaware corporation and, as the context requires, its subsidiaries.

“Caesars Las Vegas Master Lease” refers to the lease agreement for Caesars Palace Las Vegas and the Harrah’s Las Vegas facilities, as amended from time to time.

“Caesars Leases” refer collectively to the Caesars Las Vegas Master Lease, the Caesars Regional Master Lease and the Joliet Lease, in each case, unless the context otherwise requires.

“Caesars Regional Master Lease” refers to the lease agreement for the regional properties (other than the facility in Joliet, Illinois) leased to Caesars, as amended from time to time.

“Century Casinos” refers to Century Casinos, Inc., a Delaware corporation, and, as the context requires, its subsidiaries.

“Century Master Lease” refers to the lease agreement for the (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri, as amended from time to time.

“Chelsea Piers Mortgage Loan” refers to an $80.0 million mortgage loan agreement entered into on August 31, 2020 with Chelsea Piers New York with a term of seven years and secured by the Chelsea Piers complex in New York City.

“Co-Issuer” refers to VICI Note Co. Inc., a Delaware corporation, and co-issuer of the November 2019 Notes, February 2020 Notes and Exchange Notes.

“Credit Agreement” refers to the Credit Agreement, dated as of February 8, 2022, by and among VICI LP, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.

“Credit Facilities” refers collectively to the Delayed Draw Term Loan and the Revolving Credit Facility.

“Delayed Draw Term Loan” refers to the three-year unsecured delayed draw term loan facility of VICI LP provided under the Credit Agreement entered into in February 2022, as amended from time to time.

“EBCI” refers to the Eastern Band of Cherokee Indians, a federally recognized Tribe located in western North Carolina, and, as the context requires, its subsidiary and affiliate entities.

“Exchange Notes” refer collectively to (i) the $1,024.2 million aggregate principal amount of 5.625% senior unsecured notes due 2024, (ii) the $799.4 million aggregate principal amount of 4.625% senior unsecured notes due 2025, (iii) the $480.5 million aggregate principal amount of 4.500% senior unsecured notes due 2026, (iv) the $729.5 million aggregate principal amount of 5.750% senior unsecured notes due 2027, (v) the $349.3 million aggregate principal amount of 4.500% senior unsecured notes due 2028, and (vi) the $727.1 million aggregate principal amount of 3.875% senior unsecured notes due 2029, in each case issued by VICI LP and Co-Issuer, in April 2022 pursuant to the Exchange Offers and Consent

17

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Solicitations (as defined herein).

“February 2020 Notes” refer collectively to (i) the $750.0 million aggregate principal amount of 3.500% senior unsecured notes due 2025, (ii) the $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027, and (iii) the $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030, in each case issued by VICI LP and Co-Issuer in February 2020.

“Forum Convention Center Mortgage Loan” refers to a $400.0 million mortgage loan agreement entered into on September 18, 2020 with a subsidiary of Caesars with a term of five years and secured by, among other things, the Caesars Forum Convention Center in Las Vegas.

“Greektown Lease” refers to the lease agreement for the Greektown Casino-Hotel, located in Detroit, Michigan, as amended from time to time.

“Hard Rock” means Hard Rock International, and, as the context requires, its subsidiary and affiliate entities.

“Hard Rock Cincinnati Lease” refers to the lease agreement for the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, as amended from time to time.

“JACK Cleveland/Thistledown Lease” refers to the lease agreement for the JACK Cleveland Casino located in Cleveland, Ohio, and the JACK Thistledown Racino facility located in North Randall, Ohio, as amended from time to time.

“JACK Entertainment” refers to JACK Ohio LLC, and, as the context requires, its subsidiary and affiliate entities.

“Joliet Lease” refers to the lease agreement for the facility in Joliet, Illinois, as amended from time to time.

“Lease Agreements” refer collectively to the BREIT JV Lease, the Caesars Leases, the Century Master Lease, the Southern Indiana Lease, the Hard Rock Cincinnati Lease, the JACK Cleveland/Thistledown Lease, the MGM Master Lease, the PENN Entertainment Leases, and the Venetian Lease, unless the context otherwise requires.

“Margaritaville Lease” refers to the lease agreement for Margaritaville Resort Casino, located in Bossier City, Louisiana, as amended from time to time.

“Mergers” refer to a series of transactions governed by the MGP Master Transaction Agreement that occurred on April 29, 2022, consisting of (i) the contribution of our interest in VICI LP to VICI OP, which subsequent to the MGP Transactions serves as our new operating partnership, followed by (ii) the merger of MGP with and into Venus Sub LLC, a Delaware limited liability company and wholly owned subsidiary of VICI LP (“REIT Merger Sub”), with REIT Merger Sub surviving the merger, followed by (iii) the distribution by REIT Merger Sub of the interests of the general partner of MGP OP to VICI LP and (iv) the merger of REIT Merger Sub with and into MGP OP, with MGP OP surviving such merger.

“MGM” refers to MGM Resorts International, a Delaware corporation, and, as the context requires, its subsidiaries.

“MGM Master Lease” refers to the lease agreement for the wholly-owned properties leased to MGM.

“MGM Tax Protection Agreement” refers to the tax protection agreement entered into with MGM upon consummation of the MGP Transactions.

“MGP” refers to MGM Growth Properties LLC, a Delaware limited liability company, and, as the context requires, its subsidiaries.

“MGP Master Transaction Agreement” refers to that certain Master Transaction Agreement between the Company, MGP, MGP OP, VICI LP, REIT Merger Sub, VICI OP, and MGM entered into on August 4, 2021.

“MGP OP” refers to MGM Growth Properties Operating Partnership LP, a Delaware limited partnership, and, as the context requires, its subsidiaries.

“MGP OP Notes” refer collectively to the notes issued by MGP OP and MGP Finance Co-Issuer, Inc. (“MGP Co-Issuer” and, together with MGP OP, the “MGP Issuers”), consisting of (i) the 5.625% Senior Notes due 2024 issued pursuant to the indenture, dated as of April 20, 2016, (ii) the 4.625% Senior Notes due 2025 issued pursuant to the indenture, dated as of June 5, 2020, (iii) the 4.500% Senior Notes due 2026 issued pursuant to the indenture, dated as of August 12, 2016, (iv) the 5.750% Senior Notes due 2027 issued pursuant to the indenture, dated as of January 25, 2019, (v) the 4.500% Senior Notes due 2028 issued pursuant to the indenture, dated as of September 21, 2017, and (vi) the 3.875% Senior Notes due 2029 issued pursuant to the indenture, dated as of November 19, 2020, in each case, as amended or supplemented as of the date hereof, among the MGP Issuers and U.S. Bank National Association, as trustee (the “MGP Trustee”).

18

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

“MGP Transactions” refer collectively to a series of transactions pursuant to the MGP Master Transaction Agreement between us, MGP and MGM and the other parties thereto in connection with our acquisition of MGP on April 29, 2022, as contemplated by the MGP Master Transaction Agreement, including the MGM Tax Protection Agreement and the MGM Master Lease.

“November 2019 Notes” refer collectively to (i) the $1.25 billion aggregate principal amount of 4.250% senior unsecured notes due 2026, and (ii) the $1.0 billion aggregate principal amount of 4.625% senior unsecured notes due 2029, in each case issued by VICI LP and VICI Note Co. Inc., as Co-Issuer, in November 2019.

“Partner Property Growth Fund” refers to certain arrangements with certain tenants relating to our funding of “same-store” capital improvements, including redevelopment, new construction projects and other property improvements, in exchange for increased rent pursuant to the terms of our existing Lease Agreements with such tenants.

“PENN Entertainment” refers to PENN Entertainment Gaming, Inc., a Pennsylvania corporation, and, as the context requires, its subsidiaries.

“PENN Entertainment Leases” refer collectively to the Margaritaville Lease and the Greektown Lease, unless the context otherwise requires.

“Revolving Credit Facility” refers to the four-year unsecured revolving credit facility of VICI LP provided under the Credit Agreement entered into in February 2022, as amended from time to time.

“Secured Revolving Credit Facility” refers to the five-year first lien revolving credit facility entered into by VICI PropCo in December 2017, as amended, which was terminated on February 8, 2022.

“Seminole Hard Rock” refers to Seminole Hard Rock Entertainment, Inc.

“Senior Unsecured Notes” refer collectively to the November 2019 Notes, the February 2020 Notes, the April 2022 Notes and the Exchange Notes and the MGP OP Notes.

“Southern Indiana Lease” refers to the lease agreement with EBCI for the Caesars Southern Indiana Casino and Hotel, located in Elizabeth, Indiana (“Caesars Southern Indiana”), as amended from time to time.

“Term Loan B Facility” refers to the seven-year senior secured first lien term loan B facility entered into by VICI PropCo in December 2017, as amended from time to time, which was repaid in full on September 15, 2021.

“Venetian Acquisition” refers to our acquisition of the Venetian Resort, with Apollo, which closed on February 23, 2022.

“Venetian Lease” refers to the lease agreement for the Venetian Resort Las Vegas and Venetian Expo, located in Las Vegas, Nevada (the “Venetian Resort”).

“Venetian Tenant” refers to an affiliate of certain funds managed by affiliates of Apollo.

“VICI Golf” refers to VICI Golf LLC, a Delaware limited liability company that is the owner of our golf segment business.

“VICI Issuers” refers to VICI Properties L.P., a Delaware limited partnership and VICI Note Co. Inc., a Delaware corporation.

“VICI LP” refers to VICI Properties L.P., a Delaware limited partnership and an indirect wholly owned subsidiary of VICI.

“VICI OP” refers to VICI Properties OP LLC, a Delaware limited liability company and a consolidated subsidiary of VICI, which serves as our operating partnership.

“VICI OP Units” refer to limited liability company interests in VICI OP.

“VICI PropCo” refers to VICI Properties 1 LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of VICI.

19

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 1 — Business and Organization

Business

We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple-net leases. As of September 30, 2022, our national, geographically diverse real estate portfolio consisted of 43 market-leading properties, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort. Our properties are leased to, and our tenants are, subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, EBCI, JACK Entertainment, MGM, PENN Entertainment and Seminole Hard Rock, with Caesars and MGM being our largest tenants. VICI also owns four championship golf courses located near certain of our properties.

VICI, the parent company, is a Maryland corporation and internally managed real estate investment trust (“REIT”) for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI OP and indirectly through VICI LP and our golf course business, VICI Golf, is conducted through a direct wholly-owned taxable REIT subsidiary (“TRS”) of VICI. As a REIT, 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.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements, including the notes thereto, are unaudited and condense or exclude some of the disclosures and information normally required in audited financial statements.

We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited Financial Statements and related notes should be read in conjunction with VICI’s audited financial statements and notes thereto included in VICI’s most recent Annual Report on Form 10-K and VICI LP’s audited financial statements and notes thereto included as an exhibit to the Current Report on Form 8-K filed on April 18, 2022, as updated from time to time in our other filings with the SEC.

All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates.

Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Principles of Consolidation

The accompanying consolidated financial statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary.

20

VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Non-controlling Interests

We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of September 30, 2022, VICI’s non-controlling interests represent an approximate 1.3% third-party ownership of VICI OP in the form of VICI OP Units and a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease. As VICI OP is a parent entity of VICI LP, VICI LP’s only non-controlling interest is that of third-party ownership of Harrah’s Joliet LandCo LLC.

Cash, Cash Equivalents and Restricted Cash

Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of September 30, 2022 and December 31, 2021, we did not have any restricted cash.

Investments in Leases - Sales-type, Net

We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.

We have determined that the land and building components of all of the Caesars Leases (excluding the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City real estate asset components (the “Harrah’s Call Properties”) of the Caesars Regional Master Lease), Century Master Lease, Hard Rock Cincinnati Lease, PENN Entertainment Leases, Southern Indiana Lease, and Venetian Lease meet the definition of a sales-type lease under ASC 842.

Investments in Leases - Financing Receivables, Net

In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.

We determined that the land and building components of the MGM Master Lease, JACK Cleveland/Thistledown Lease and the Harrah’s Call Properties asset components of the Caesars Regional Master Lease meet the definition of a sales-type lease and, since we purchased and leased the assets back to the sellers under sale leaseback transactions, control is not considered to have transferred to us under GAAP. Accordingly, the MGM Master Lease, JACK Cleveland/Thistledown Lease and the Harrah’s Call Properties component of the Caesars Regional Master Lease are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310.

Lease Term

We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the Lease Agreements and the lack of suitable replacement assets.

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Investment in Unconsolidated Affiliate

We account for our investment in unconsolidated affiliate using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of the investment. Our equity method investment represents our 50.1% ownership interest in the BREIT JV, which was acquired in the MGP Transactions and, as a result, was recorded at relative fair value. The difference in basis between our share of the carrying value of the BREIT JV and the relative fair value upon acquisition is amortized into Income from unconsolidated affiliate over the estimated useful life of the respective underlying real estate assets, the remaining lease term of the BREIT JV Lease, or the remaining term of the assumed debt, as applicable.

We assess our investment in unconsolidated affiliate for recoverability and, if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value.

Income from Leases and Lease Financing Receivables

We recognize the related income from our sales-type leases and lease financing receivables on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under sales-type leases and lease financing receivables will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.

Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations.

Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.

Investments in Loans, net

Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.

Allowance for Credit Losses

ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans.

We have elected to use a discounted cash flow model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease or loan and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected credit loss cash flows.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and borrowers and their parent guarantors, as applicable, over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and borrowers and their parent guarantors, as applicable. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-Term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant or borrower and parent guarantor, as applicable, and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-Term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over

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approximately the past 40 years that have similar credit profiles or characteristics to our tenants, borrowers and their parent guarantors, as applicable. We are unable to use our historical data to estimate losses as we have no loss history to date.

The CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Sales-type sub-leases included in Other assets on our Balance Sheet. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Statement of Operations for the relevant period.

We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties through the Partner Property Growth Fund. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers' and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for all of our other investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheet.

Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2022 and 2021.

Refer to Note 5 - Allowance for Credit Losses for further information.

Other income and Other expenses

Other income primarily represents sub-lease income related to certain ground and use leases. Under the Lease Agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under these certain ground and use leases.

Fair Value Measurements

We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets or on other “observable” market inputs, and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.

Refer to Note 9 - Fair Value for further information.

Derivative Financial Instruments

We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged transactions. If it is determined that a

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derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in Net income prospectively. If the hedge relationship is terminated, then the value of the derivative previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.

We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.

Concentrations of Credit Risk

Caesars and MGM are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they respectively lease from us. Revenue from Caesars, which includes the Caesars Leases, represented 39% and 49% of our lease revenues for the three and nine months ended September 30, 2022, respectively, and 85% and 86% of our lease revenues for the three and nine months ended September 30, 2021, respectively. Revenue from MGM, which includes the MGM Master Lease and our proportionate share of the BREIT JV Lease, represented 43% and 30% of our lease revenues for the three and nine months ended September 30, 2022, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 47% and 45% of our lease revenues for the three and nine months ended September 30, 2022, respectively, and 32% of our lease revenues for the three and nine months ended September 30, 2021. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

Note 3 — Real Estate Transactions

2022 Property Acquisitions

Rocky Gap Casino

On August 24, 2022, we and Century Casinos entered into definitive agreements to acquire Rocky Gap Casino Resort (“Rocky Gap Casino”), located in Flintstone, Maryland, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million. Pursuant to the transaction agreements, we will acquire an interest in the land and buildings associated with Rocky Gap Casino for approximately $203.9 million, and Century Casinos will acquire the operating assets of the property for approximately $56.1 million. Simultaneous with the closing of the transaction, the Century Master Lease will be amended to include Rocky Gap Casino, and annual rent under the Century Master Lease will increase by $15.5 million. Additionally, the terms of the Century Master Lease will be extended such that, upon closing of the transaction, the lease will have a full 15-year initial base lease term remaining, with four 5-year tenant renewal options. The tenant’s obligations under the Century Master Lease will continue to be guaranteed by Century Casinos. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in mid-2023.

MGP Transactions

On April 29, 2022, we closed on the previously announced MGP Transactions governed by the MGP Master Transaction Agreement, pursuant to which we acquired MGP for total consideration of $11.6 billion, plus the assumption of approximately $5.7 billion principal amount of debt, inclusive of our 50.1% share of the BREIT JV CMBS debt. Upon closing, the MGP Transactions added $1,012.0 million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties spread across nine regions and comprising 36,000 hotel rooms, 3.6 million square feet of meeting and convention space and hundreds of food, beverage and entertainment venues.

The acquired portfolio, including properties owned by the BREIT JV, includes seven large-scale entertainment and gaming-related properties located on the Las Vegas Strip: Mandalay Bay, MGM Grand Las Vegas, The Mirage, Park MGM, New York-New York (and The Park, a dining and entertainment district located between New York-New York and Park MGM), Luxor and Excalibur. Outside of Las Vegas, we also acquired eight high-quality casino resort properties pursuant to the MGP Transactions: MGM Grand Detroit in Detroit, Michigan, Beau Rivage in Biloxi, Mississippi, Gold Strike Tunica in Tunica, Mississippi, Borgata in Atlantic City, New Jersey, MGM National Harbor in Prince George’s County, Maryland, MGM Northfield Park in Northfield, Ohio, Empire City in Yonkers, New York and MGM Springfield in Springfield, Massachusetts.

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The acquired portfolio includes two of the five largest hotels in the United States and two of the three largest Las Vegas resorts by room count and convention space.

The following is a summary of the agreements and related activities under the MGP Transactions:

•MGP Master Transaction Agreement. On August 4, 2021, we entered into the MGP Master Transaction Agreement by and among the Company, MGP, MGP OP, VICI LP, REIT Merger Sub, VICI OP, and MGM. Pursuant to the terms and subject to the conditions set forth in the MGP Master Transaction Agreement, upon the closing of the REIT Merger (as defined in the MGP Master Transaction Agreement) on April 29, 2022, each outstanding Class A common share, no par value per share, of MGP (“MGP Common Shares”) (other than MGP Common Shares then held in treasury by MGP or owned by any of MGP’s wholly owned subsidiaries) was converted into 1.366 (the “Exchange Ratio”) shares of common stock of the Company (such consideration, the “REIT Merger Consideration”), plus the right, if any, to receive cash in lieu of fractional shares of our common stock into which such MGP Common Shares would have been converted. The outstanding Class B common share, no par value per share, of MGP (the “Class B Share”), which was held by MGM, was cancelled at the effective time of the REIT Merger. The REIT Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

The number of MGP Common Shares converted to shares of VICI common stock was determined as follows:

MGP Common Shares outstanding as of April 29, 2022	156,757,773
Exchange Ratio	1.366
VICI common stock issued (1)	214,131,064
VICI common stock issued for MGP stock-based compensation awards	421,468
Total VICI common stock issued	214,552,532

____________________

(1) Amount excludes the cash paid in lieu of approximately 54 fractional MGP Common Shares.

Following the REIT Merger, pursuant to and subject to the terms set forth in the MGP Master Transaction Agreement, at the effective time of the Partnership Merger (as defined in the MGP Master Transaction Agreement), each limited partnership unit in MGP OP (other than the limited partnership units in MGP OP held by REIT Merger Sub or any subsidiary of MGP OP), all of which were held by MGM and certain of its subsidiaries, was converted into the right to receive a number of VICI OP Units (the “Partnership Merger Consideration”) equal to the Exchange Ratio. The Company redeemed a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash using the proceeds from the April 2022 Notes offering (the “Redemption”), as further described in Note 7 - Debt. Following the Redemption, MGM retained approximately 12.2 million VICI OP Units.

•MGM Master Lease and BREIT JV Lease. Simultaneous with the closing of the Mergers on April 29, 2022, we entered into the MGM Master Lease. The MGM Master Lease has an initial term of 25 years, with three 10-year tenant renewal options and has an initial total annual rent of $860.0 million. Rent under the MGM Master Lease escalates at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum or the increase in the consumer price index (“CPI”), subject to a 3.0% cap. The tenant’s obligations under the MGM Master Lease are guaranteed by MGM. The initial total annual rent under the MGM Master Lease will be reduced by (i) $90.0 million upon the close of MGM’s pending sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease, as further described below under “Mirage Severance Lease” and (ii) $40.0 million upon the close of MGM’s pending sale of the operations of Gold Strike to Cherokee Nation Businesses, L.L.C. (“CNB”) and entrance into the Gold Strike Lease (as defined below), as further described below under “Gold Strike Severance Lease”.

Additionally, we retained MGP’s 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 remained unchanged and provides for current total annual base rent of approximately $303.8 million, of which approximately $152.2 million is attributable to our investment in the BREIT JV, and an initial term of thirty 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 fifteen years and thereafter at the greater of 2.0% per annum or CPI, subject to a 3.0% cap. The tenant’s obligations under the BREIT JV Lease are guaranteed by MGM.

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•Tax Protection Agreement. In connection with the closing of the MGP Transactions, we entered into a tax protection agreement with MGM (the “MGM Tax Protection Agreement”) pursuant to which VICI OP has agreed, subject to certain exceptions, for a period of 15 years following the closing of the Mergers (subject to early termination under certain circumstances), to indemnify MGM and certain of its subsidiaries (the “Protected Parties”) for certain tax liabilities resulting from (1) the sale, transfer, exchange or other disposition of a property owned directly or indirectly by MGP OP immediately prior to the closing date of the Mergers (each, a “Protected Property”), (2) a merger, consolidation, transfer of all assets of, or other significant transaction involving VICI OP pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part for cash or other property, (3) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to MGM, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (4) the failure of VICI OP or VICI to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties. In the event that VICI OP or VICI breaches restrictions in the MGM Tax Protection Agreement, VICI OP will be liable for grossed-up tax amounts associated with the income or gain recognized as a result of such breach. In addition, the BREIT JV previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring MGP, the Company bears its 50.1% proportionate share in the BREIT JV of any indemnity under this existing tax protection agreement.

•Exchange Offers and Consent Solicitations. On September 13, 2021, we announced that the VICI Issuers commenced (i) private exchange offers to certain eligible holders (collectively, the “Exchange Offers”) for any and all of each series of the MGP OP Notes for up to an aggregate principal amount of $4.2 billion of new notes issued by the VICI Issuers and (ii) consent solicitations with respect to each series of MGP OP Notes (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the MGP OP Notes (collectively, the “MGP OP Notes Indentures”), which, among other things, eliminate or modify certain of the covenants, restrictions, provisions and events of default in each of the MGP OP Notes Indentures.

Following the receipt of the requisite consents pursuant to the Consent Solicitations, on September 23, 2021, the MGP Issuers executed supplemental indentures to each of the MGP OP Notes Indentures in order to effect the proposed amendments (the “MGP OP Supplemental Indentures”). The MGP OP Supplemental Indentures became operative upon the settlement of the Exchange Offers and the Consent Solicitations on April 29, 2022 (the “Settlement Date”).

Upon completion of the Exchange Offers and Consent Solicitations, the VICI Issuers issued an aggregate principal amount of $4,110.0 million in Exchange Notes, each pursuant to a separate indenture dated as of April 29, 2022, among the VICI Issuers and the Trustee. Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, approximately $90.0 million aggregate principal amount of MGP OP Notes remain outstanding. See Note 7 - Debt for additional information.

•Mirage Lease. On December 13, 2021, in connection with MGM’s agreement to sell the operations of the Mirage Hotel & Casino (the “Mirage”), located in Las Vegas, NV, to Hard Rock, we agreed to enter into a new separate lease with Hard Rock related to the land and real estate assets of the Mirage (the “Mirage Lease”), and enter into an amendment to the MGM Master Lease relating to the sale of the Mirage. The Mirage Lease will have initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of the Mirage, the MGM Master Lease will be amended to account for MGM’s divestiture of the Mirage operations and will result in a reduction of the annual base rent under the MGM Master Lease by $90.0 million. We expect these transactions to be completed in the fourth quarter of 2022, and they remain subject to customary closing conditions and regulatory approvals. Additionally, subject to certain conditions, we may fund up to $1.5 billion of Hard Rock’s redevelopment plan for the Mirage through our Partner Property Growth Fund if Hard Rock elects to seek third-party financing for such redevelopment. Specific amounts and terms of the redevelopment and related funding remain under discussion and subject to final documentation.

•Gold Strike Lease. On June 9, 2022, in connection with MGM’s agreement to sell the operations of Gold Strike Casino Resort (“Gold Strike”), located in Tunica, MS, we agreed to enter into a new separate lease with CNB related to the land and real estate assets of Gold Strike (the “Gold Strike Lease”), and enter into an amendment to the MGM Master Lease relating to the sale of Gold Strike. The Gold Strike Lease will have initial annual base rent of $40.0 million with

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other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of Gold Strike, the MGM Master Lease will be amended to account for MGM’s divestiture of the Gold Strike operations and will result in a reduction of the annual base rent under the MGM Master Lease by $40.0 million. We expect these transactions to be completed in the first half of 2023, and they remain subject to customary closing conditions and regulatory approvals.

We assessed the MGP Transactions in accordance with ASC 805—“Business Combinations” (“ASC 805”), and determined that the acquisition of MGP did not meet the definition of a business as substantially all the assets were concentrated in a group of similarly identifiable acquired assets, and did not include a substantive process in the form of an acquired workforce. Accordingly, the MGP Transactions were accounted for as an asset acquisition under ASC 805-50 and we determined the consideration transferred under the MGP Transactions was $11.6 billion, comprised of the following:

(In thousands)	Amount
REIT Merger Consideration (1)	$	6,568,480
Redemption payment to MGM	4,404,000
VICI OP Units retained by MGM (2)	374,769
Repayment of MGP revolving credit facility (3)	90,000
Transactions costs (4)	119,741
Total consideration transferred	$	11,556,990
Assumption of MGP OP Notes and Exchange Notes, at principal value	4,200,000
Assumption of our proportionate share of the BREIT JV CMBS debt, at principal value	1,503,000
Total purchase price	$	17,259,990

____________________

(1) Amount represents the dollar value of 214,375,990 shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $30.64 per share, which were issued in exchange for the MGP Common Shares outstanding immediately prior to the REIT Merger and certain of the MGP stock-based compensation awards, converted to shares of VICI common stock.

(2) Amount represents 12,231,373 VICI OP Units retained by MGM as non-controlling interest in VICI OP, multiplied by the VICI stock price at the time of closing of $30.64 per share.

(3) Represents the total amount outstanding under MGP’s revolving credit facility as of April 29, 2022. In connection with the MGP Transactions, such amount was repaid in full and the related credit agreement was terminated.

(4) In accordance with ASC 805-50, all direct and incremental costs related to the MGP Transactions, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred.

Under ASC 805-50, we allocated the purchase price by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the MGP Transactions:

(In thousands)	Amount
Investments in leases - financing receivables (1) (2)	$	14,245,868
Investment in unconsolidated affiliate (2) (3)	1,465,814
Cash and cash equivalents (4)	25,387
Other assets (4)	338,212
Debt, net (5)	(4,106,082)
Accrued expenses and deferred revenue (4)	(79,482)
Other liabilities (4)	(332,727)
Total net assets acquired	$	11,556,990

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(1) We valued the real estate portfolio at relative fair value using rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level operating performance and (iii) supply and demand dynamics of each property’s respective market. The multiples used ranged from 15.0x - 18.5x with a weighted average rent multiple of 16.7x, as determined using relative fair value.

(2) The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

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(3) We value the Investment in unconsolidated affiliate at relative fair based on our percentage ownership of the net assets of the BREIT JV.

(4) Amounts represents their current carrying value which is equal to fair value. The Other assets and Other liabilities amounts include the gross presentation of certain MGP ground leases which we assumed in connection with the MGP Transactions.

(5) Amount represents the fair value of debt as of April 29, 2022, which was estimated as a $93.9 million discount to the notional value. The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

Concurrent with the closing of the MGP Transactions and entry into the MGM Master Lease, we assessed the lease classification of the MGM Master Lease and determined that it met the definition of a sales-type lease. Further, since MGM controlled and consolidated MGP prior to the MGP Transactions, the lease was assessed under the sale-leaseback guidance and determined to be a failed sale-leaseback under which the lease is accounted for as a financing receivable under ASC 310. Accordingly, the relative fair value of the MGP assets of $14.2 billion was recorded as an Investment in leases - financing receivable on our Balance Sheet, net of allowance for credit losses in the amount of $431.5 million.

In relation to the BREIT JV, we determined that such investment is accounted for as an equity method investment and, accordingly, have recorded the relative fair value as an Investment in unconsolidated affiliate on our Balance Sheet. The requirement to record our investment in the BREIT JV at relative fair value under ASC 805 results in a difference in our acquired basis from that of the underlying records, or historical cost basis, of the BREIT JV. Accordingly, we compared our proportionate share of the historical cost basis of the BREIT JV as of April 29, 2022 to our proportionate share of the relative fair value, the difference of which is amortized through Income from unconsolidated affiliate over the life of the related asset or liability. As of September 30, 2022, the carrying value of our investment exceeded the underlying historical cost basis of our Investment in unconsolidated affiliate resulting in a basis difference of $642.8 million.

Venetian Acquisition

On February 23, 2022, we closed on the previously announced transaction to acquire all of the land and real estate assets associated with the Venetian Resort from Las Vegas Sands Corp. (“LVS”) for $4.0 billion in cash, and the Venetian Tenant acquired the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is in the form of a secured term loan from LVS and the remainder was paid in cash. We funded the Venetian Acquisition with (i) $3.2 billion in net proceeds from the physical settlement of the March 2021 Forward Sale Agreements and the September 2021 Forward Sale Agreements, (ii) an initial draw on the Revolving Credit Facility of $600.0 million (which was subsequently repaid in full using a portion of the proceeds from the April 2022 Notes offering), and (iii) cash on hand. Simultaneous with the closing of the Venetian Acquisition, we entered into the Venetian Lease with the Venetian Tenant. The Venetian Lease has an initial total annual rent of $250.0 million and an initial term of 30 years, with two 10-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. We determined that the land and building components of the Venetian Lease meet the definition of a sales-type lease and accordingly are recorded as an Investments in leases - sales-type on our Balance Sheet, net of allowance for credit losses in the amount of $65.6 million.

In connection with the Venetian Acquisition, we entered into a Partner Property Growth Fund Agreement (“Venetian PGF”) with the Venetian Tenant. Under the Venetian PGF, we agreed to provide up to $1.0 billion for various development and construction projects affecting the Venetian Resort to be identified by the Venetian Tenant and that satisfy certain criteria more particularly set forth in the Venetian PGF, in consideration of additional incremental rent to be paid by the Venetian Tenant under the Venetian Lease and calculated in accordance with a formula set forth in the Venetian PGF. Upon execution of the Venetian PGF, we were required to estimate a CECL allowance related to the contractual commitments to extend credit, which is based on our best estimates of funding such commitments. Accordingly, during the three months ended March 31, 2022, we recorded an initial CECL allowance in Other liabilities in the amount of $8.3 million related to the estimate of our unfunded commitment under the Venetian PGF.

In addition, LVS agreed with the Venetian Tenant pursuant to an agreement (the “Contingent Lease Support Agreement”) entered into simultaneously 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 are a third-party beneficiary of the Contingent Lease Support Agreement and 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

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(UNAUDITED)

obligations of the Venetian Tenant under the Venetian Lease are not guaranteed by Apollo 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.

2022 Loan Originations

The following table summarizes our 2022 development loan origination activity to date:

($ in Thousands)
Loan Name	Maximum Loan Amount		Loan Type	Development Project
Canyon Ranch Austin (1)	$	200,000	Senior Secured	Canyon Ranch Austin located in Austin, TX
Great Wolf Gulf Coast Texas	127,000		Mezzanine	532-room indoor water park resort located in Webster, TX
Great Wolf South Florida	59,000		Mezzanine	500-room indoor water park resort located in Collier County, FL
Cabot Citrus Farms	120,000		Senior Secured	Cabot Citrus Farms located in Brookdale, FL
BigShots	80,000		Senior Secured	Financed BigShots Golf Facilities throughout the United States
Total	$	586,000

____________________

(1) The Canyon Ranch Austin Loan (as defined below) was originated subsequent to quarter end, on October 7, 2022.

Canyon Ranch Austin Loan

Subsequent to quarter end, on October 7, 2022, we entered into delayed draw term loan facility (the “Canyon Ranch Austin Loan”) with Canyon Ranch, a leading pioneer in global wellness, pursuant to which we agreed to provide up to $200.0 million of secured financing to fund the development of Canyon Ranch Austin in Austin, Texas.

In addition, we entered into the following agreements with Canyon Ranch:

•A call right agreement pursuant to which we will have the right to acquire the real estate assets of Canyon Ranch Austin for up to 24 months following stabilization (with the loan balance being settled in connection with the exercise of such call right), which transaction will be structured as a sale leaseback (with the simultaneous entry into a triple-net lease with Canyon Ranch that has an initial term of 25 years, with eight 5-year tenant renewal options).

•A purchase option agreement, pursuant to which we have an option to acquire the real estate assets associated with the existing Canyon Ranch Tucson and Canyon Ranch Lenox properties, which transactions will be structured as sale leasebacks, in each case solely to the extent Canyon Ranch elects to sell such properties in a sale leaseback structure for a specific period of time, subject to certain conditions.

•A right of first offer agreement on future financing opportunities for Canyon Ranch and certain of its affiliates with respect to the funding of certain facilities (including Canyon Ranch Austin, Canyon Ranch Tucson and Canyon Ranch Lenox, and any other fee owned Canyon Ranch branded wellness resort), until the date that is the earlier of five years from commencement of the Canyon Ranch Austin lease (to the extent applicable) and the date that neither VICI nor any of its affiliates are landlord under such lease, subject to certain specified terms, conditions and exceptions.

Great Wolf Loans

On August 30, 2022, we entered into a loan with Great Wolf Resorts Inc. (“Great Wolf”), under which we agreed to provide up to $127.0 million of mezzanine financing (the “Great Wolf Gulf Coast Texas Loan”), the proceeds of which will be used to fund the development of Great Wolf Lodge Gulf Coast Texas, a more than $200.0 million, 532-room indoor water park resort project in Webster, TX. The Great Wolf Gulf Coast Texas Loan has an initial term of three years with two 12-month extension options, subject to certain conditions.

On July 1, 2022, we entered into a loan with Great Wolf, under which we agreed to provide up to $59.0 million of mezzanine financing (the “Great Wolf South Florida Loan”), the proceeds of which will be used to fund the development of Great Wolf Lodge South Florida, a more than $250.0 million, 500-room indoor water park resort project in Collier County, FL. The Great

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(UNAUDITED)

Wolf South Florida Loan has an initial term of four years with one 12-month extension option, subject to certain conditions.

Cabot Citrus Farms Loan

On June 6, 2022, we entered into a $120.0 million delayed draw term loan (the “Cabot Citrus Farms Loan”) with Cabot, a developer, owner and operator of world-class destination golf resorts and communities, the proceeds of which will be used to fund Cabot’s property-wide transformation of Cabot Citrus Farms in Brooksville, Florida, with the addition of a new clubhouse, luxury lodging, health and wellness facilities and a vibrant village center. We also entered into a Purchase and Sale Agreement, pursuant to which we will convert a portion of the Cabot Citrus Farms Loan into the ownership of certain Cabot Citrus Farms real estate assets and simultaneously enter into a triple-net lease with Cabot that has an initial term of 25 years, with five 5-year tenant renewal options.

BigShots Loan

On April 7, 2022, we entered into a loan with BigShots Golf (“BigShots Golf”), a subsidiary of ClubCorp Holdings, Inc. (“ClubCorp”), an Apollo fund portfolio company, to provide up to $80.0 million of mortgage financing (the “BigShots Loan”) for the construction of certain new BigShots Golf facilities throughout the United States. In addition, we entered into a right of first offer and call right agreement, pursuant to which (i) we 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, and (ii) for so long as the BigShots Loan remains outstanding and we continue to hold a majority interest therein, subject to additional terms and conditions, we will have a right of first offer on any multi-site mortgage, mezzanine, preferred equity, or other similar financing that is treated as debt to be obtained by BigShots Golf (or any of its affiliates) in connection with the development of BigShots Golf facilities.

Note 4 — Real Estate Portfolio

As of September 30, 2022, our real estate portfolio consisted of the following:

•Investments in leases - sales-type, representing our investment in 23 casino assets leased on a triple-net basis to our tenants, Apollo, Caesars, Century Casinos, EBCI, Hard Rock and PENN Entertainment, under nine separate lease agreements;

•Investments in leases - financing receivables, representing our investment in eighteen casino assets leased on a triple-net basis to our tenants, MGM, Caesars and JACK Entertainment, under three separate lease agreements;

•Investments in loans, representing our investments in seven senior secured and mezzanine loans;

•Investment in unconsolidated affiliate, representing our 50.1% ownership in the BREIT JV, which in turn owns two assets leased to MGM under one master lease agreement; and

•Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels.

The following is a summary of the balances of our real estate portfolio as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Investments in leases - sales-type, net (1)	$	17,011,585	$	13,136,664
Investments in leases - financing receivables, net (1)	16,441,616		2,644,824
Total investments in leases, net	33,453,201		15,781,488
Investments in loans, net	579,805		498,002
Investment in unconsolidated affiliate	1,463,230		—
Land	153,560		153,576
Total real estate portfolio	$	35,649,796	$	16,433,066

____________________

(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective Lease Agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of September 30, 2022 and December 31, 2021, the estimated residual values of the leased properties under our Lease Agreements were $11.4 billion and $3.8 billion, respectively.

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Investments in Leases

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Income from sales-type leases, excluding contingent rent (1)	$	371,541	$	290,706	$	1,064,463	$	870,417
Income from lease financing receivables (1) (2)	339,544		60,178		653,908		180,139
Total lease revenue, excluding contingent rent	711,085		350,884		1,718,371		1,050,556
Contingent rent (1)	4,506		1,353		13,489		2,920
Total lease revenue	715,591		352,237		1,731,860		1,053,476
Non-cash adjustment (3)	(108,556)		(31,142)		(230,516)		(88,417)
Total contractual lease revenue	$	607,035	$	321,095	$	1,501,344	$	965,059

____________________

(1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842, which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842. As of September 30, 2022, we have recognized contingent rent from our Margaritaville Lease and Greektown Lease in relation to the variable rent portion of the respective leases and the Caesars Las Vegas Master Lease in relation to the CPI portion of the annual escalator. Refer to the Lease Provisions section below for information regarding contingent rent on each lease.

(2) Represents the MGM Master Lease, Harrah’s Call Properties and the JACK Cleveland/Thistledown Lease, all 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 been transferred to us, such lease agreements are accounted for as financings under ASC 310.

(3) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type 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.

At September 30, 2022, minimum lease payments owed to us for each of the five succeeding years under sales-type leases and our leases accounted for as financing receivables, are as follows:

	Minimum Lease Payments (1) (2)
	Investments in Leases
(In thousands)	Sales-Type		Financing Receivables		Total
2022 (remaining)	$	333,747	$	272,444	$	606,191
2023	1,344,189		1,103,787		2,447,976
2024	1,366,127		1,125,348		2,491,475
2025	1,385,348		1,146,509		2,531,857
2026	1,405,006		1,168,089		2,573,095
2027	1,425,272		1,190,145		2,615,417
Thereafter	56,603,912		86,652,035		143,255,947
Total	$	63,863,601	$	92,658,357	$	156,521,958
Weighted Average Lease Term (2)	36.6 years		51.1 years		43.7 years

____________________

(1) Minimum lease payments do not include contingent rent, as discussed above, that may be received under the Lease Agreements.

(2) The minimum lease payments and weighted average remaining lease term assumes the exercise of all tenant renewal options, consistent with our conclusions under ASC 842 and ASC 310.

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Lease Provisions

Lease Overview

The following is a summary of the material lease provisions of our Caesars Leases, Venetian Lease, MGM Master Lease, and BREIT JV Lease:

($ In thousands)	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	Venetian Lease	MGM Master Lease	BREIT JV Lease
Lease Provision
Initial term	18 years	18 years	30 years	25 years	30 years
Initial term maturity	7/31/2035	7/31/2035	2/29/2052	4/30/2047	2/28/2050
Renewal terms	Four, five-year terms	Four, five-year terms	Two, ten-year terms	Three, ten-year terms	Two, ten-year terms
Current lease year (1)	11/1/21 - 10/31/22 (Lease Year 5)	11/1/21 - 10/31/22 (Lease Year 5)	2/23/22 - 2/28/23 (Lease Year 1)	4/29/22-4/30/23 (Lease Year 1)	3/1/22 - 2/28/23 (Lease Year 3)
Current annual rent	$649,572 (2) (3)	$422,224 (3)	$250,000	$860,000	$303,800 (VICI’s 50.1% Pro Rata Share: $152,203)
Annual escalator (4)	Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor	> 2% / change in CPI	>2% / change in CPI (capped at 3%) beginning in Lease year 2	Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%)	Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%)
Variable rent adjustment (5)	Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent	Years 8, 11 & 16: 80% base rent / 20% variable rent	None	None	None
Variable rent adjustment calculation (4)	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	None	None	None

____________________

(1) For the Venetian Lease, lease year two will begin on the earlier of (i) March 1, 2024 and (ii) the first day of the first month following the month in which the net revenue of the Venetian Resort for the trailing twelve months equals or exceeds 2019 net revenue, which date can be no earlier than the anniversary of the first lease year (March 1, 2023).

(2) Current annual rent with respect to the Joliet Lease is presented prior to accounting for the non-controlling interest, or rent payable, to the 20% third-party ownership of Harrah’s Joliet LandCo LLC. After adjusting for the 20% non-controlling interest, combined Current annual rent under the Caesars Regional Master Lease and Joliet Lease is $641.2 million.

(3) Effective November 1, 2022, the escalated base rent under the Caesars Regional Master Lease and Joliet Lease will be $703.7 million and the escalated base rent under the Caesars Las Vegas Master lease will be $454.5 million.

(4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. In relation to the Caesars Las Vegas Master Lease, during the three and nine months ended September 30, 2022, we recognized approximately $3.1 million and $9.2 million, respectively, in contingent rent. No such rent has been recognized for the three and nine months ended September 30, 2021. In relation to the Caesars Regional Master Lease, Joliet Lease, Venetian Lease, and MGM Master Lease, no such rent has been recognized for the three and nine months ended September 30, 2022 and 2021.

(5) Variable rent is not subject to the Escalator.

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The following is a summary of the material lease provisions of our PENN Entertainment Leases, Hard Rock Cincinnati Lease, Century Master Lease, JACK Cleveland/Thistledown Lease and Southern Indiana Lease:

($ In thousands)	Margaritaville Lease	Greektown Lease	Hard Rock Cincinnati Lease	Century Master Lease	JACK Cleveland/Thistledown Lease	Southern Indiana Lease
Lease Provision
Initial term	15 years	15 years	15 years	15 years	20 years	15 years
Initial term maturity	1/31/2034	5/31/2034	9/30/2034	12/31/2034	1/31/2040	8/31/2036
Renewal terms	Four, five-year terms	Four, five-year terms	Four, five-year terms	Four, five-year terms	Three, five-year terms	Four, five-year terms
Current lease year	2/1/22 - 1/31/23 (Lease Year 4)	6/1/22 - 5/31/23 (Lease Year 4)	10/1/22 - 9/30/23 (Lease Year 4)	1/1/22 - 12/31/22 (Lease Year 3)	2/1/22 - 1/31/23 (Lease Year 3)	9/1/22 - 8/31/23 (Lease Year 2)
Current annual rent	$23,813	$51,321	$44,703	$25,503	$68,704	$32,988
Annual escalator (1)	2% of Building base rent ($17.2 million)	2% of Building base rent ($42.8 million)	Lease years 2-4 - 1.5% Lease years 5-15 - > 2% / change in CPI (2)	Lease years 2-3 - 1.0% Lease years 4-15 - > 1.25% / CPI	Lease year 3 - 1.0% Lease years 4-6 - 1.5% Lease years 7-20 - >1.5%/change in CPI (capped at 2.5%)	Lease years 2-5 - 1.5% Lease years 6-15 - >2.0% / change in CPI
Coverage floor (3)	Net revenue to rent ratio: 6.1x net revenue commencing lease year two	Net revenue ratio to be mutually agreed upon prior to the commencement of lease year five	None	7.5x net revenue commencing lease year six	None	None
Variable Rent adjustment (4)	Lease year three and each and every other lease year thereafter	Lease year three and each and every other lease year thereafter	Lease year 8: 80% base rent and 20% variable rent	Lease year 8 and 11: 80% Base Rent and 20% Variable Rent	None	Lease year 8 and 11: 80% Base Rent and 20% Variable Rent
Variable Rent adjustment calculation	4% of the average net revenues for trailing 2 year period less threshold amount (defined as 50% of LTM net revenues prior to acquisition)	4% of the average net revenues for trailing 2 year period less threshold amount (defined as 50% of LTM net revenues prior to acquisition)	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 1-3	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 1-3 Year 11: Avg. of years 8-10 less avg. of years 5-7	None	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 (5) Year 11: Avg. of years 8-10 less avg. of years 5-7

____________________

(1) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2022 and 2021.

(2) Starting in lease year 5, if the change in CPI is less than 0.5%, there will be no escalation in rent for such lease year.

(3) In the event that the net revenue to rent ratio coverage, as applicable, is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue to rent ratio coverage, as applicable, provided that the amount shall never result in a decrease to the prior year’s rent. With respect to the Century Master Lease, if the coverage ratio is below the stated amount the escalator will be reduced to 0.75%.

(4) Variable (percentage rent) is subject to the percentage rent multiplier. With respect to the PENN Entertainment Leases, after the first percentage rent reset, any amounts related to variable (percentage) rent are considered contingent rent in accordance with GAAP. In relation to the Margaritaville Lease, during the three months ended September 30, 2022 and 2021, we recognized $0.9 million and $0.8 million, respectively, in contingent rent. During the nine months ended September 30, 2022 and 2021, we recognized $2.7 million and $2.2 million, respectively, in contingent rent. In relation to the Greektown Lease during the three months ended September 30, 2022 and 2021, we recognized approximately $0.5 million in contingent rent. During the nine months ended September 30, 2022 and 2021, we recognized $1.6 million and $0.7 million, respectively, in contingent rent.

(5) With respect to lease year 0, for the period Caesars Southern Indiana was closed in 2020 due to COVID-19, the Southern Indiana Lease provides for the use of 2019 net revenues, pro rated for the period of such closure.

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(UNAUDITED)

Capital Expenditure Requirements

We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. Except as specifically provided in the below table, which summarizes the capital expenditure requirements of the respective tenants under the Caesars Leases, the Venetian Lease and the BREIT JV Lease, the tenants under our other Lease Agreements are all required to spend a minimum of 1% of net revenues or net gaming revenues, as the case may be:

Provision	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	Venetian Lease	BREIT JV Lease
Yearly minimum expenditure	1% of net revenues (1)	1% of net revenues (1)	2% of net revenues based on rolling three-year basis	3.5% of net revenues based on 5-year rolling test, 1.5% monthly reserves
Rolling three-year minimum (2)	$311 million	$84 million	N/A	N/A

____________________

(1) The Caesars Leases require a $114.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Joliet and the Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.

(2) Certain tenants under the Caesars Leases, as applicable, are required to spend $380.3 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $286.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.3 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars Lease in such proportion as such tenants may elect. Additionally, the tenants under the Regional Master Lease and Joliet Lease are required to expend a minimum of $537.5 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement.

Loan Portfolio

The following is a summary of our investments in loans as of September 30, 2022 and December 31, 2021:

September 30, 2022
Loan Type	Principal Balance		Carrying Value(1)		Future Funding Commitments(2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured	$	474,168	$	470,674	$	213,832	7.8	%	3.3 years
Mezzanine	111,611		109,131		153,898		7.9	%	4.1 years
Total	$	585,779	$	579,805	$	367,730	7.9	%	3.5 years

December 31, 2021
Loan Type	Principal Balance		Carrying Value(1)		Future Funding Commitments(2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured	$	465,000	$	465,034	$	15,000	7.8	%	3.5 years
Mezzanine	33,614		32,968		45,886		8.0	%	4.0 years
Total	$	498,614	$	498,002	$	60,886	7.8	%	3.5 years

____________________

(1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses.

(2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement.

(3) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.

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(UNAUDITED)

Note 5 — Allowance for Credit Losses

Under ASC 326, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type leases, lease financing receivables and loans.

During the three months ended September 30, 2022, we recognized a $232.8 million increase in our allowance for credit losses primarily driven by (i) changes in the macroeconomic model used to scenario condition our reasonable and supportable period, or R&S Period, probability of default, or PD, due to uncertain and potentially negative future market conditions, (ii) an increase in the R&S Period PD of our tenants and their parent guarantors as a result of market volatility during the current quarter, (iii) an increase in the R&S Period PD and loss given default, or 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, and (iv) the initial CECL allowance on the future funding commitments from the origination of the Great Wolf Gulf Coast Texas Loan and the Great Wolf South Florida Loan.

During the nine months ended September 30, 2022, we recognized an $865.5 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our acquisition activity during such period in the amount of $523.2 million, representing 60.5% of the total allowance for the nine months ended September 30, 2022. The initial CECL allowances were in relation to (i) the closing of the MGP Transactions on April 29, 2022, which included the (a) classification of the MGM Master Lease as a lease financing receivable and (b) the sales-type sub-lease agreements we assumed in connection with the closing of the MGP Transactions, (ii) the closing of the Venetian Acquisition on February 23, 2022, which included (a) the classification of the Venetian Lease as a sales-type lease, (b) the estimated future funding commitments under the Venetian PGF and (c) the sales-type sub-lease agreements we assumed in connection with the closing of the Venetian Acquisition, and (iii) the future funding commitments from the origination of the BigShots Loan, the Cabot Citrus Farms Loan, the Great Wolf South Florida Loan and the Great Wolf Gulf Coast Texas Loan. Additional increases were attributable to the increase for the three months ended September 30, 2022 as described above. These increases were partially offset by a decrease in the Long-Term Period PD as a result of standard annual updates that were made to the Long-Term Period PD default study we utilize to estimate our CECL allowance.

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 and second 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.

As of September 30, 2022 and December 31, 2021, and since our formation date on October 6, 2017, all of our Lease Agreements and loan investments are current in payment of their obligations to us and no investments are on non-accrual status.

The following tables detail the allowance for credit losses as of September 30, 2022 and December 31, 2021:

	September 30, 2022
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	17,698,971	$	(687,386)	$	17,011,585	3.88	%
Investments in leases - financing receivables	17,102,430		(660,814)		16,441,616		3.86	%
Investments in loans	585,818		(6,013)		579,805		1.03	%
Other assets - sales-type sub-leases	784,112		(22,046)		762,066		2.81	%
Totals	$	36,171,331	$	(1,376,259)	$	34,795,072	3.80	%

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	December 31, 2021
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	13,571,516	$	(434,852)	$	13,136,664	3.20	%
Investments in leases - financing receivables	2,735,948		(91,124)		2,644,824		3.33	%
Investments in loans	498,775		(773)		498,002		0.15	%
Other assets - sales-type sub-leases	280,510		(6,540)		273,970		2.33	%
Totals	$	17,086,749	$	(533,289)	$	16,553,460	3.12	%

____________________

(1) The total allowance excludes the CECL allowance for unfunded commitments of our senior secured and mezzanine loans. As of September 30, 2022 and December 31, 2021, such allowance is $23.5 million and $1.0 million, respectively, and is recorded in Other liabilities.

The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the nine months ended September 30, 2022 and 2021:

	Nine Months Ended September 30,
(In thousands)	2022		2021
Beginning Balance December 31,	$	534,326	$	553,879
Initial allowance from current period investments	523,235		1,725
Current period change in credit allowance	342,224		(26,177)
Charge-offs	—		—
Recoveries	—		—
Ending Balance September 30,	$	1,399,785	$	529,427

Credit Quality Indicators

We assess the credit quality of our investments through the credit ratings of the senior secured debt of the guarantors of our leases, as we believe that our Lease Agreements have a similar credit profile to a senior secured debt instrument. The credit quality indicators are reviewed by us on a quarterly basis as of quarter-end. In instances where the guarantor of one of our Lease Agreements does not have senior secured debt with a credit rating, we use either a comparable proxy company or the overall corporate credit rating, as applicable. We also use this credit rating to determine the Long-Term Period PD when estimating credit losses for each investment.

The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2022 and 2021:

	September 30, 2022
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	4,230,599	$	15,624,832	$	14,975,981	$	874,054	$	280,075	$	185,790	$	36,171,331

	September 30, 2021
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	—	$	952,620	$	14,905,789	$	866,312	$	281,869	$	84,292	$	17,090,882

____________________

(1)Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheet, rather the CECL allowance is based on our current best estimate of future funding commitments.

(2)We estimate the CECL allowance for our senior secured and mezzanine loans, excluding the Forum Convention Center Mortgage Loan, using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.

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(UNAUDITED)

Note 6 — Other Assets and Other Liabilities

Other Assets

The following table details the components of our other assets as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Sales-type sub-leases, net (1)	$	762,066	$	273,970
Property and equipment used in operations, net	67,302		68,515
Right of use assets and sub-lease right of use assets	46,611		16,811
Debt financing costs	19,715		24,928
Deferred acquisition costs	12,197		24,690
Tenant receivables	9,187		5,032
Prepaid expenses	5,903		3,660
Interest receivable	4,843		2,780
Other receivables	3,066		341
Forward-starting interest rate swaps	—		884
Other	1,191		3,082
Total other assets	$	932,081	$	424,693

_______________________________________________________

(1) As of September 30, 2022 and December 31, 2021, sales-type sub-leases are net of $22.0 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Land and land improvements	$	60,080	$	59,250
Buildings and improvements	15,065		14,880
Furniture and equipment	9,158		9,014
Total property and equipment used in operations	84,303		83,144
Less: accumulated depreciation	(17,001)		(14,629)
Total property and equipment used in operations, net	$	67,302	$	68,515

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation expense	$	816	$	771	$	2,371	$	2,320

Other Liabilities

The following table details the components of our other liabilities as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Finance sub-lease liabilities	$	784,112	$	280,510
Deferred financing liabilities	73,600		73,600
Lease liabilities and sub-lease liabilities	46,689		16,811
CECL allowance for unfunded commitments	23,525		1,037
Deferred income taxes	4,194		3,879
Total other liabilities	$	932,120	$	375,837

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(UNAUDITED)

Note 7— Debt

The following tables detail our debt obligations as of September 30, 2022 and December 31, 2021:

($ In thousands)	September 30, 2022
Description of Debt	Maturity	Interest Rate	Face Value		Carrying Value(1)
Revolving Credit Facility (2)	2026	SOFR + 1.050%	$	—	$	—
Delayed Draw Term Loan (2)	2025	SOFR + 1.200%	—		—
November 2019 Notes(3)
2026 Maturity	2026	4.250%	1,250,000		1,238,112
2029 Maturity	2029	4.625%	1,000,000		988,531
February 2020 Notes(3)
2025 Maturity	2025	3.500%	750,000		744,434
2027 Maturity	2027	3.750%	750,000		742,667
2030 Maturity	2030	4.125%	1,000,000		988,253
April 2022 Notes(3)
2025 Maturity	2025	4.375%	500,000		495,927
2028 Maturity	2028	4.516% (4)	1,250,000		1,236,455
2030 Maturity	2030	4.541% (4)	1,000,000		987,186
2032 Maturity	2032	3.980% (4)	1,500,000		1,480,290
2052 Maturity	2052	5.625%	750,000		735,237
Exchange Notes(3)
2024 Maturity	2024	5.625%	1,024,169		1,030,177
2025 Maturity	2025	4.625%	799,368		782,077
2026 Maturity	2026	4.500%	480,524		461,848
2027 Maturity	2027	5.750%	729,466		739,056
2028 Maturity	2028	4.500%	349,325		335,923
2029 Maturity	2029	3.875%	727,114		657,902
MGP OP Notes(3)
2024 Maturity	2024	5.625%	25,831		25,915
2025 Maturity	2025	4.625%	632		613
2026 Maturity	2026	4.500%	19,476		18,480
2027 Maturity	2027	5.750%	20,534		20,519
2028 Maturity	2028	4.500%	675		637
2029 Maturity	2029	3.875%	22,886		20,264
Total Debt		4.496% (5)	$	13,950,000	$	13,730,503

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(UNAUDITED)

($ In thousands)	December 31, 2021
Description of Debt	Maturity	Interest Rate	Face Value		Carrying Value(1)
Secured Revolving Credit Facility (6)	2024	L + 2.00%	$	—	$	—
November 2019 Notes(3)
2026 Maturity	2026	4.250%	1,250,000		1,235,972
2029 Maturity	2029	4.625%	1,000,000		987,331
February 2020 Notes(3)
2025 Maturity	2025	3.500%	750,000		742,677
2027 Maturity	2027	3.750%	750,000		741,409
2030 Maturity	2030	4.125%	1,000,000		987,134
Total Debt		4.105%	$	4,750,000	$	4,694,523

____________________

(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

(2)Interest on any outstanding balance is payable monthly. Borrowings under the Revolving Credit Facility and Delayed Draw Term Loan bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR and a range of 0.85% to 1.60% margin plus SOFR, respectively, depending on our credit ratings, with an additional 0.10% adjustment. Additionally, the commitment fees under the Revolving Credit Facility and Delayed Draw Term Loan are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, for both instruments depending on our credit ratings. For the three and nine months ended September 30, 2022, the commitment fees for both the Revolving Credit Facility and Delayed Draw Term Loan were 0.375%.

(3)Interest is payable semi-annually.

(4)Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives). The contractual interest rates on the April 2022 Notes maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively.

(5)The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives), as applicable. The contractual weighted average interest rate as of September 30, 2022, which excludes the impact of the forward-starting interest rate swaps and treasury locks, is 4.67%

(6)On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets) and the Existing Credit Agreement, and entered into the Credit Agreement providing for the Credit Facilities, as described below.

The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2022:

(In thousands)	Future Minimum Principal Payments
2022 (remaining)	$	—
2023	—
2024	1,050,000
2025	2,050,000
2026	1,750,000
2027	1,500,000
Thereafter	7,600,000
Total minimum principal payments	$	13,950,000

Senior Unsecured Notes

Exchange Notes

On April 29, 2022, the VICI Issuers issued $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due 2024, $799.4 million in aggregate principal amount of 4.625% Senior Notes due 2025, $480.5 million in aggregate principal amount of 4.500% Senior Notes due 2026, $729.5 million in aggregate principal amount of 5.750% Senior Notes due 2027, $349.3 million in aggregate principal amount of 4.500% Senior Notes due 2028 and $727.1 million in aggregate principal amount of 3.875% Senior Notes due 2029 in exchange for the validly tendered and not validly withdrawn MGP OP Notes, originally issued by the MGP Issuers, pursuant to the settlement of the Exchange Offers and Consent Solicitations in connection

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(UNAUDITED)

with the closing of the MGP Transactions. The Exchange Notes were issued with the same interest rate, maturity date and redemption terms as the corresponding series of MGP OP Notes, in each case under a supplemental indenture dated as of April 29, 2022, between the VICI Issuers and UMB Bank, National Association, as trustee (the “Trustee”).

The Exchange Notes due 2025, 2026, 2027, 2028, and 2029 are redeemable at our option, in whole or in part, at any time on or after February 1, 2024, March 15, 2025, June 1, 2026, November 1, 2026, October 15, 2027 and November 15, 2028, respectively, at the redemption prices set forth in the respective indenture governing such Exchange Notes. We may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.

MGP OP Notes

Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, $25.8 million in aggregate principal amount of MGP OP Notes due 2024, $0.6 million in aggregate principal amount of MGP OP Notes due 2025, $19.5 million in aggregate principal amount of MGP OP Notes due 2026, $20.5 million in aggregate principal amount of MGP OP Notes due 2027, $0.7 million in aggregate principal amount of MGP OP Notes due 2028 and $22.9 million in aggregate principal amount of MGP OP Notes due 2029 remain outstanding.

Each series of the MGP OP Notes is redeemable at our option, in whole or in part, at any time on or after the same dates as set forth above with respect to the corresponding maturity series of the Exchange Notes. We may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.

April 2022 Notes

On April 29, 2022, VICI LP, our wholly owned subsidiary, issued (i) $500.0 million in aggregate principal amount of 4.375% Senior Notes due 2025, which mature on May 15, 2025, (ii) $1,250.0 million in aggregate principal amount of 4.750% Senior Notes due 2028, which mature on February 15, 2028, (iii) $1,000.0 million in aggregate principal amount of 4.950% Senior Notes due 2030, which mature on February 15, 2030, (iv) $1,500.0 million in aggregate principal amount of 5.125% Senior Notes due 2032, which mature on May 15, 2032, and (v) $750.0 million in aggregate principal amount of 5.625% Senior Notes due 2052, which mature on May 15, 2052, (collectively, the “April 2022 Notes”) in each case under a supplemental indenture dated as of April 29, 2022, between VICI LP and the Trustee. We used the net proceeds of the offering to (i) fund the consideration for the redemption of a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash in connection with the closing of the MGP Transactions on April 29, 2022, and (ii) pay down the outstanding $600.0 million balance on our Revolving Credit Facility.

Prior to their maturity date, in the case of the April 2022 Notes due 2025, and January 15, 2028 (one month prior to the maturity date of the April 2022 Notes due 2028), December 15, 2029 (two months prior to the maturity date of the April 2022 Notes due 2030), February 15, 2032 (three months prior to the maturity date of the April 2022 Notes due 2032) and November 15, 2051 (six months prior to the maturity date of the April 2022 Notes due 2052), respectively, in the case of the April 2022 Notes due 2028, 2030, 2032 and 2052, we may redeem the April 2022 Notes at our option, in whole or in part, at any time and from time to time, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. On or after January 15, 2028, December 15, 2029, February 15, 2032 and November 15, 2051, respectively, we may redeem the April 2022 Notes due 2028, 2030, 2032 and 2052 at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

February 2020 Notes

On February 5, 2020, the VICI Issuers issued (i) $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025, which mature on February 15, 2025, (ii) $750.0 million in aggregate principal amount of 3.750% Senior Notes due 2027, which mature on February 15, 2027, and (iii) $1,000.0 million in aggregate principal amount of 4.125% Senior Notes due 2030, which mature on August 15, 2030 (collectively, the “February 2020 Notes”), under separate indentures, each dated as of February 5, 2020, among the VICI Issuers, the subsidiary guarantors party thereto and the Trustee.

The February 2020 Notes due 2025, 2027 and 2030 are redeemable at our option, in whole or in part, at any time on or after February 15, 2022, February 15, 2023, and February 15, 2025, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the February 2020 Notes due 2025, 2027 and 2030 prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 15, 2022, with respect to the February 2020 Notes due 2025, and February 15, 2023, with respect to the February 2020 Notes due 2027 and 2030, we

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(UNAUDITED)

may redeem up to 40% of the aggregate principal amount of the February 2020 Notes due 2025, 2027 and 2030 using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture.

November 2019 Notes

On November 26, 2019, the VICI Issuers issued (i) $1,250.0 million in aggregate principal amount of 4.250% Senior Notes due 2026, which mature on December 1, 2026, and (ii) $1,000.0 million in aggregate principal amount of 4.625% Senior Notes due 2029, which mature on December 1, 2029 (collectively, the “November 2019 Notes”), under separate indentures, each dated as of November 26, 2019, among the VICI Issuers, the subsidiary guarantors party thereto and the Trustee.

The November 2019 Notes due 2026 and 2029 are redeemable at our option, in whole or in part, at any time on or after December 1, 2022 and December 1, 2024, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the November 2019 Notes due 2026 or 2029 prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to December 1, 2022, we may redeem up to 40% of the aggregate principal amount of the November 2019 Notes due 2026 or 2029 using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture.

Guarantee and Financial Covenants

None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes and the April 2022 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes.

Until February 8, 2022, the November 2019 Notes and February 2020 Notes were fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each guaranteed indebtedness under the Existing Credit Agreement. All subsidiary guarantees were released upon the termination of the Existing Credit Agreement concurrently with the execution of the Credit Agreement on February 8, 2022.

VICI LP and its subsidiaries represent our “Real Property Business” segment, with the “Golf Course Business” segment corresponding to the portion of our business operated through entities that are not direct or indirect subsidiaries of VICI LP or obligors of the November 2019 Notes, February 2020 Notes and Exchange Notes. Refer to Note 14 - Segment Information for more information about our segments. 

Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the Trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to certain of the restrictive covenants under such indentures, but are subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the November 2019 Notes, February 2020 Notes and Exchange Notes are no longer rated investment grade by at least two of S&P, Moody’s and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.

The indenture governing the April 2022 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and VICI LP to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.

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(UNAUDITED)

Unsecured Credit Facilities

On February 8, 2022, VICI LP entered into the Credit Agreement providing for (i) the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 and (ii) the Delayed Draw Term Loan in the amount of $1.0 billion scheduled to mature on March 31, 2025. The Delayed Draw Term Loan is available to be drawn up to 12 months following the effective date of February 8, 2022. The Revolving Credit Facility includes two six-month maturity extension options and the Delayed Draw Term Loan includes two 12-month extension options, in each case, the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments, in the case of each six-month extension of the Revolving Credit Facility, and 0.125% on the extended term loans, in the case of each twelve-month extension of the Delayed Draw Term Loan. The Credit Facilities include the option to increase the revolving loan commitments by up to $1.0 billion and increase the delayed draw term loan commitments or add one or more new tranches of term loans by up to $1.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party to the Credit Agreement, in order to permit borrowings under the Revolving Credit Facility in certain foreign currencies in an aggregate principal amount of up to the equivalent of $1.25 billion.   

Borrowings under the Credit Facilities will bear interest, at VICI LP’s option, (i) with respect to the Revolving Credit Facility, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate plus a margin ranging from 0.00% to 0.325%, in each case, with the actual margin determined according to VICI LP’s debt ratings, and (ii) with respect to the Delayed Draw Term Loan, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.85% to 1.60% or a base rate plus a margin ranging from 0.00% to 0.60%, in each case, with the actual margin determined according to VICI LP’s debt ratings. The base rate is the highest of (i) the prime rate of interest last quoted by the Wall Street Journal in the U.S. then in effect, (ii) the NYFRB rate from time to time plus 0.5% and (iii) the SOFR rate for a one-month interest period plus 1.0%, subject in each case to a floor of 1.0%. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.15% to 0.375% (depending on VICI LP’s debt rating) of total revolving commitments.

Pursuant to the terms of the Credit Agreement, VICI LP is subject to, among other things, customary covenants and the maintenance of various financial covenants. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company’s debt.

On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition. On April 29, 2022, we repaid the outstanding balance of the Revolving Credit Facility using the proceeds from the April 2022 Notes offering.

Senior Secured Credit Facilities

In December 2017, VICI PropCo entered into a credit agreement (as amended, amended and restated and otherwise modified, the “2017 Credit Agreement”), comprised of a $2.2 billion Term Loan B Facility and a $1.0 billion Secured Revolving Credit Facility (the Term Loan B Facility and the Secured Revolving Credit Facility, as amended, are referred to together as the “Senior Secured Credit Facilities”). On September 15, 2021, we used the proceeds from the settlement of the June 2020 Forward Sale Agreement (as defined in Note 11- Stockholders’ Equity) and the proceeds from the issuance of 65,000,000 shares of common stock from the September 2021 equity offering to repay in full the Term Loan B Facility, including outstanding accrued interest. In connection with the full repayment, we recognized a loss on extinguishment of debt of $15.6 million during the three and nine months ended September 30, 2021, representing the write-off of the remaining unamortized deferred financing costs.

Following the repayment in full of the Term Loan B Facility, the Secured Revolving Credit Facility remained in effect pursuant to the 2017 Credit Agreement. On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s material assets and those of its existing and subsequently acquired wholly owned material domestic restricted subsidiaries) and the 2017 Credit Agreement, and entered into the Credit Agreement providing for the Credit Facilities, as described above.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Bridge Facilities

MGP Transactions Bridge Facility

On August 4, 2021, in connection with the completion of the MGP Transactions, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $9.3 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “MGP Transactions Bridge Facility”), for the purpose of providing a portion of the financing necessary in connection with the closing of the MGP Transactions, which was fully terminated on April 29, 2022 in connection with such closing.

The MGP Transactions Bridge Facility was subject to a tiered commitment fee based on the period the commitment is outstanding and a structuring fee. For the nine months ended September 30, 2022 and 2021, we recognized $15.3 million and $27.0 million, respectively, of fees related to the MGP Transactions Bridge Facility in Interest expense on our Statement of Operations. For the three months ended September 30, 2021, we recognized $27.0 million of fees related to the MGP Transaction Bridge Facility in Interest expense on our Statement of Operations. As the MGP Transactions Bridge Facility was terminated in April 2022, no such expense was recorded for the three months ended September 30, 2022.

Venetian Acquisition Bridge Facility

On March 2, 2021, in connection with the Venetian Acquisition, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $4.0 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “Venetian Acquisition Bridge Facility”), for the purpose of providing a portion of the financing necessary to fund the consideration in connection with the closing of the Venetian Acquisition, which was fully terminated on February 23, 2022 in connection with such closing.

The Venetian Acquisition Bridge Facility was subject to a tiered commitment fee based on the period the commitment is outstanding and a structuring fee. For the nine months ended September 30, 2022 and 2021, we recognized $1.0 million and $10.9 million, respectively, of fees related to the Venetian Acquisition Bridge Facility in Interest expense on our Statement of Operations. For the three months ended September 30, 2021, we recognized $3.0 million of fees related to the Venetian Acquisition Bridge Facility in Interest expense on our Statement of Operations. As the Venetian Acquisition Bridge Facility was terminated in February 2022, no such expense was recorded for the three months ended September 30, 2022.

Financial Covenants

As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At September 30, 2022, we are in compliance with all financial covenants under our debt obligations.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 8 — Derivatives

The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2021. As of September 30, 2022, there were no derivative instruments outstanding.

($ In thousands)	December 31, 2021
Instrument	Number of Instruments	Fixed Rate	Notional		Index	Maturity
Forward-starting interest rate swap	1	1.3465%	$	500,000	USD SOFR- COMPOUND	May 2, 2032

Forward-Starting Derivatives

From December 2021 through April 2022, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2.5 billion and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $3.0 billion of long-term debt. The forward-starting interest rate swaps and treasury locks were designated as cash-flow hedges. In April 2022 in connection with the April 2022 Notes offering, we settled the outstanding forward-starting interest rate swaps for total net proceeds of $202.3 million and the treasury locks for total net proceeds of $4.5 million. Since the forward-starting swaps and treasury locks were hedging the interest rate risk on the April 2022 Notes, the unrealized gain in Accumulated other comprehensive income will be amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense.

The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	—	$	200,550	$	—
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(6,037)		—		(10,196)		—

Interest Rate Swaps

In April 2018 and January 2019, we entered into six interest rate swap agreements with third party financial institutions having an aggregate notional amount of $2.0 billion. The interest rate swap transactions were designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297%. On September 15, 2021, in connection with the full repayment of the Term Loan B Facility, we unwound and settled all of our outstanding interest rate swap agreements resulting in a cash payment of $66.9 million, inclusive of accrued interest of $2.7 million. As the Term Loan B Facility was repaid in full with proceeds from the issuance of 65,000,000 shares of common stock on September 14, 2021 and proceeds from the settlement of the June 2020 Forward Sale Agreement with no replacement debt, the full amount held in Other comprehensive income, $64.2 million, was immediately reclassified to Interest expense.

The following table presents the effect of our interest rate swaps derivative financial instruments on our Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	6,576	$	—	$	28,282
Interest from interest rate swaps recorded in interest expense	—		8,792		—		29,960
Interest rate swap settlement recorded in interest expense	—		64,239		—		64,329

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 9 — Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:

	September 30, 2022
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments (1)	$	207,722	$	—	$	207,722	$	—

	December 31, 2021
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Derivative instruments - forward-starting interest rate swap (2)	$	884	$	—	$	884	$	—

___________________

(1) The carrying value of these investments is equal to their fair value due to the short-term nature of the investments as well as their credit quality.

(2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820.

The estimated fair values of our financial instruments as of September 30, 2022 and December 31, 2021 for which fair value is only disclosed are as follows:

	September 30, 2022				December 31, 2021
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases - financing receivables (1)	$	16,441,616	$	17,457,867	$	2,644,824	$	3,104,337
Investments in loans (2)	579,805		585,779		498,002		498,614
Cash and cash equivalents	518,383		518,383		739,614		739,614
Financial liabilities:
Debt
Revolving Credit Facility	—		—		—		—
Delayed Draw Term Loan	—		—		—		—
Senior Unsecured Notes (3)	13,730,503		12,567,443		4,694,523		4,955,000

____________________

(1)These investments represent the JACK Cleveland/Thistledown Lease, the Harrah’s Call Properties and the MGM Master Lease. The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

(2)We believe the current principal balance of these investments approximates their fair value.

(3)The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 10 — Commitments and Contingent Liabilities

Litigation

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of September 30, 2022, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Operating Lease Commitments

We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and has three 10-year extension options and (ii) certain corporate offices, the most material of which is our corporate headquarters in New York, NY, which expires in 2030 and has one five-year renewal option. The discount rates for the leases were determined based on the yield of our then current secured borrowings, adjusted to match borrowings of similar terms, and are between 5.3% and 5.5%. The weighted average remaining lease term as of September 30, 2022 under our operating leases was 13.8 years.

Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rent expense	$	503	$	503	$	1,504	$	1,507
Contractual rent	475		470		1,424		1,410

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	523
2023	1,937
2024	1,847
2025	1,908
2026	1,958
2027	1,979
Thereafter	15,137
Total minimum lease commitments	$	25,291
Discounting factor	8,964
Lease liability	$	16,327

Sub-Lease Commitments

Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases that are integral to the operations of the property, the cost of which is passed to our tenants through the Lease Agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord.

We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheet and Statement of Operations. The following is a summary of the leases, the lease classification of which has been determined to be either an operating sub-lease or finance sub-lease.

Operating Sub-Lease Commitments

With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the leases and determined that they meet the definition of an operating lease. Accordingly, we have recorded sub-lease right-of-use assets in Other assets and sub-lease liabilities in Other liabilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(In thousands)	September 30, 2022		December 31, 2021
Others assets (operating sub-leases)	$	30,362	$	—
Other liabilities (operating sub-lease liabilities)	30,362		—

Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rental income and expense	$	1,712	$	—	$	3,995	$	—
Contractual rent	1,602		—		3,720		—

The future minimum lease commitments relating to the sub-leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	1,619
2023	6,585
2024	6,553
2025	5,129
2026	3,934
2027	4,010
Thereafter	5,128
Total minimum lease commitments	$	32,957
Discounting factor	2,595
Sub-lease liabilities	$	30,362

The discount rate for the operating sub-leases were determined based on the yield of our secured borrowings at the time of assumption of the leases, adjusted to match borrowings of similar terms, and are between 2.6% and 2.9%. The weighted average remaining lease term as of September 30, 2022 under our operating sub-lease was 7.2 years.

Finance Sub-Lease Commitments

With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the ground and use leases and determined that they meet the definition of a sales-type lease and finance lease. Accordingly, we have recorded a sales-type sub-lease in Other assets and finance sub-lease liability in Other liabilities.

The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Others assets (sales-type sub-leases, net)	$	762,066	$	273,970
Other liabilities (finance sub-lease liabilities)	784,112		280,510

Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rental income and expense	$	14,466	$	5,604	$	33,392	$	16,905
Contractual rent	18,925		8,838		37,910		20,513

The future minimum lease commitments relating to the ground and use sub-leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	14,281
2023	58,769
2024	59,039
2025	59,174
2026	59,174
2027	59,174
Thereafter	2,555,535
Total minimum lease commitments	$	2,865,145
Discounting factor	2,081,033
Finance sub-lease liability	$	784,112

The discount rates for the finance ground and use sub-leases were determined based on the yield of our secured borrowings at the time of assumption of the leases, adjusted to match borrowings of similar terms, and are between 6% and 8%. The weighted average remaining lease term as of September 30, 2022 under our finance sub-leases was 55.0 years.

Note 11 — Stockholders' Equity

Stock

Authorized

As of September 30, 2022, we have the authority to issue 1,400,000,000 shares of stock, consisting of 1,350,000,000 shares of common stock, $0.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share.

Primary Follow-on Offerings

September 2021 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 were subject to forward sale agreements (collectively, the “September 2021 Forward Sale Agreements”), which required settlement 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, resulting in net proceeds, after deduction of the underwriting discount and expenses, of $1,859.0 million from the sale of the 65,000,000 shares (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock). We did not initially receive any proceeds from the sale of the 50,000,000 shares subject to the September 2021 Forward Sale Agreements, which were sold to the underwriters by the forward purchasers or their respective affiliates and remained subject to settlement in accordance with the terms of the September 2021 Forward Sale Agreements.

On February 18, 2022, we settled the September 2021 Forward Sale Agreements by delivering 50,000,000 shares of our common stock to the forward purchases, in exchange for total net proceeds of approximately $1,390.6 million, which were used to pay for a portion of the purchase price of the Venetian Acquisition. The physical settlement of the September 2021 Forward Sale Agreements were calculated based on the initial forward sale price per share of $28.62, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the September 2021 Forward Sale Agreements, resulting in a net forward sale price on the settlement date of $27.81 per share.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

March 2021 Offering

On March 4, 2021, we completed a primary follow-on offering of 69,000,000 shares of common stock (inclusive of 9,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $29.00 per share for an aggregate offering value of $2,001.0 million, all of which were subject to forward sale agreements (the “March 2021 Forward Sale Agreements”), which required settlement by March 4, 2022. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates.

On February 18, 2022, we settled the March 2021 Forward Sale Agreements by delivering 69,000,000 shares of our common stock to the forward purchases, in exchange for total net proceeds of approximately $1,828.6 million, which were used to pay for a portion of the purchase price of the Venetian Acquisition. The physical settlement of the March 2021 Forward Sale Agreements were calculated based on the initial forward sale price per share of $28.06, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the March 2021 Forward Sale Agreements, resulting in a net forward sale price on the settlement date of $26.50 per share.

June 2020 Offering

On June 17, 2020, we completed a primary follow-on offering of 29,900,000 shares of common stock (inclusive of 3,900,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $22.15 per share for an aggregate offering value of $662.3 million, all of which were subject to a forward sale agreement (the “June 2020 Forward Sale Agreement”), which initially required settlement by September 17, 2020. On September 16, 2020, we amended the June 2020 Forward Sale Agreement to extend the maturity date from September 17, 2020 to June 17, 2021. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchaser or its affiliates.

On September 28, 2020, we partially settled the June 2020 Forward Sale Agreement by delivering 3,000,000 shares of our common stock to the forward purchaser, in exchange for total net proceeds of approximately $63.0 million, which was calculated based on the net forward sale price on the settlement date of $21.04 per share. On September 9, 2021, we physically settled the remaining shares 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, which was calculated based on the net forward sale price on the settlement date of $19.59 per share. The physical settlements of the June 2020 Forward Sale Agreement were calculated based on the initial forward sale price per share of $21.37, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the June 2020 Forward Sale Agreement.

At-the-Market Offering Program

In May 2021, we entered into an equity distribution agreement (the “ATM Agreement”), subsequently amended in November 2021, pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,000.0 million of our common stock (the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale contracts. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

During the three months ended September 30, 2022, we sold a total of 3,918,807 shares under the ATM Program at a weighted average price per share of $34.73 for an aggregate value of $136.08 million, all of which were sold subject to a forward sale agreement (the “August 2022 ATM Forward Sale Agreement”). After fees and other adjustments calculated in accordance with the forward sale agreement, the aggregate net value of $134.8 million yielded a net initial forward sales price per share of $34.40.

During the three months ended June 30, 2022, we sold a total of 11,380,980 shares under the ATM Program at a weighted average price per share of $32.28 for an aggregate value of $367.4 million, all of which were sold subject to a forward sale agreement (the “June 2022 ATM Forward Sale Agreement” and together with the August 2022 ATM Forward Sale Agreement the “ATM Forward Sale Agreements”). After fees and other adjustments calculated in accordance with the forward sale agreement, the aggregate net value of $360.0 million yielded a net initial forward sales price per share of $31.64.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

During the three months ended March 31, 2022 and the three and nine months ended September 30, 2021, we did not sell any shares under the ATM Program. We have no obligation to sell the remaining shares available for sale under the ATM Program.

We did not receive any proceeds from the sale of shares at the time we entered into the ATM Forward Sale Agreements. We determined that the ATM Forward Sale Agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the ATM Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. We expect to settle the shares under the ATM Forward Sale Agreements prior to the expiration of their respective terms entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the ATM Forward Sale Agreements.

As of September 30, 2022, the net forward sales price per share under the August 2022 ATM Forward Sale Agreement and June 2022 ATM Forward Sale Agreement were $34.08 and $31.36, respectively, and would result in us receiving approximately $133.5 million and $356.9 million, respectively, in net cash proceeds if we were to physically settle the shares under the ATM Forward Sale Agreements. Alternatively, if we were to cash settle the shares under the August 2022 ATM Forward Sale Agreement and the June 2022 ATM Forward Sale Agreement, it would result in a cash inflow of $3.4 million and $17.2 million, respectively, or, if we were to net share settle the shares under the August 2022 ATM Forward Sale Agreement and the June 2022 ATM Forward Sale Agreement, it would result in us receiving approximately 0.1 million and 0.6 million shares, respectively.

The following table details the issuance of outstanding shares of common stock, including restricted common stock:

	Nine Months Ended September 30,
Common Stock Outstanding	2022	2021
Beginning Balance January 1,	628,942,092	536,669,722
Issuance of common stock in primary follow-on offerings	—	65,000,000
Issuance of common stock upon physical settlement of forward sale agreements (1)	119,000,000	26,900,000
Issuance of common stock in connection with the REIT Mergers	214,552,532	—
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	598,800	375,165
Ending Balance September 30,	963,093,424	628,944,887

___________________

(1) Excludes the 15,299,787 shares subject to the ATM Forward Sale Agreements as such shares are not yet settled.

Dividends

Dividends declared (on a per share basis) during the nine months ended September 30, 2022 and 2021 were as follows:

Nine Months Ended September 30, 2022
Declaration Date	Record Date	Payment Date	Period	Dividend
March 10, 2022	March 24, 2022	April 7, 2022	January 1, 2022 - March 31, 2022	$	0.3600
June 9, 2022	June 23, 2022	July 7, 2022	April 1, 2022 - June 30, 2022	$	0.3600
September 8, 2022	September 22, 2022	October 6, 2022	July 1, 2022 - September 30, 2022	$	0.3900

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

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 12 — Earnings Per Share and Earnings Per Unit

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the shares to be issued by us upon settlement of any outstanding forward sale agreements for the period such dilutive security is outstanding. The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 11 - Stockholders' Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement).

The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2022	2021	2022	2021
Determination of shares:
Weighted-average shares of common stock outstanding	962,574	555,154	848,839	542,844
Assumed conversion of restricted stock	989	891	795	920
Assumed settlement of forward sale agreements	572	15,850	1,188	13,350
Diluted weighted-average shares of common stock outstanding	964,134	571,895	850,823	557,114

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Basic:
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Weighted-average shares of common stock outstanding	962,574		555,154		848,839		542,844
Basic EPS	$	0.34	$	0.29	$	0.61	$	1.35
Diluted:
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Diluted weighted-average shares of common stock outstanding	964,134		571,895		850,823		557,114
Diluted EPS	$	0.34	$	0.28	$	0.60	$	1.31

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Earnings Per Unit

The following section presents the basic earnings per unit (“EPU”) and diluted EPU of VICI OP, our operating partnership and the direct parent and 100% interest holder in VICI LP. VICI LP’s interests are not expressed in units. However, given that VICI OP has a unit ownership structure and the financial information of VICI OP is substantially identical with that of VICI LP, we have elected to present the EPU of VICI OP. Basic EPU is computed by dividing net income attributable to partners’ capital by the weighted-average number of units outstanding during the period. In accordance with the VICI OP limited liability company agreement, for each share of common stock issued at VICI, a corresponding unit is issued by VICI OP. Accordingly, diluted EPU reflects the additional dilution for all potentially dilutive units resulting from potentially dilutive VICI stock issuances, such as options, unvested restricted stock awards, unvested performance-based restricted stock unit awards and the units to be issued by us upon settlement of any outstanding forward sale agreements of VICI for the period such dilutive security is outstanding. The units issuable upon settlement of any outstanding forward sale agreements of VICI are reflected in the diluted EPU calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of units used in calculating diluted EPU is deemed to be increased by the excess, if any, of the number of units that would be issued upon full physical settlement of the units under any outstanding forward sale agreements for the period prior to settlement over the number of shares of VICI common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement). Upon VICI’s physical settlement of the shares of VICI common stock under the outstanding forward sale agreement, the delivery of shares of VICI common stock resulted in an increase in the number of VICI OP units outstanding and resulting dilution to EPU.

The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the weighted-average units outstanding used in the calculation of diluted EPU:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2022	2021	2022	2021
Determination of units:
Weighted-average units outstanding	974,805	555,154	855,784	542,844
Assumed conversion of VICI restricted stock	989	891	795	920
Assumed settlement of VICI forward sale agreements	572	15,850	1,188	13,350
Diluted weighted-average units outstanding	976,366	571,895	857,768	557,114

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Basic:
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Weighted-average units outstanding	974,805		555,154		855,784		542,844
Basic EPU	$	0.34	$	0.29	$	0.60	$	1.34
Diluted:
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Weighted-average units outstanding	976,366		571,895		857,768		557,114
Diluted EPU	$	0.34	$	0.28	$	0.59	$	1.31

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 13 — Stock-Based Compensation

The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At September 30, 2022, 10.9 million shares of common stock remained available for issuance by us as equity awards under the Plan.

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Stock-based compensation expense	$	3,493	$	2,395	$	9,359	$	7,067

The following table details the activity of our time-based restricted stock and performance-based restricted stock units:

	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
(In thousands, except per share data)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	888	$	21.15	855	$	21.48
Granted	874	27.81		493	18.83
Vested	(385)	23.95		(371)	19.41
Forfeited	(94)	23.05		(60)	19.90
Canceled	—	—		—	—
Outstanding at end of period	1,283	$	24.70	917	$	21.00

As of September 30, 2022, there was $21.2 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 2.0 years.

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VICI PROPERTIES INC. AND VICI PROPERTIES L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Note 14 — Segment Information

Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and our real estate lending activities and represents the substantial majority of our business. The golf course business segment, which is wholly owned by VICI, 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. The following table presents certain information with respect to our segments:

	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
(In thousands)	Real Property Business		Golf Course Business		VICI Consolidated		Real Property Business		Golf Course Business		VICI Consolidated
Revenues	$	744,855	$	6,688	$	751,543	$	369,200	$	6,504	$	375,704
Interest expense	(169,354)		—		(169,354)		(165,099)		—		(165,099)
Loss on extinguishment of debt	—		—		—		(15,622)		—		(15,622)
Income from unconsolidated affiliate	22,719		—		22,719		—		—		—
Income before income taxes	336,489		806		337,295		163,953		619		164,572
Income tax expense	(245)		(172)		(417)		(245)		(143)		(388)
Net income	336,244		634		336,878		163,708		476		164,184
Depreciation	31		785		816		29		742		771
Total assets	37,205,177		102,805		37,307,982		17,453,567		95,237		17,548,804
Total liabilities	15,227,819		17,866		15,245,685		5,402,358		17,660		5,420,018
	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
(In thousands)	Real Property Business		Golf Course Business		VICI Consolidated		Real Property Business		Golf Course Business		VICI Consolidated
Revenues	$	1,805,306	$	25,485	$	1,830,791	$	1,104,812	$	21,602	$	1,126,414
Interest expense	(370,624)		—		(370,624)		(321,953)		—		(321,953)
Loss on extinguishment of debt	—		—		—		(15,622)		—		(15,622)
Income from unconsolidated affiliate	37,853		—		37,853		—		—		—
Income before income taxes	516,278		6,991		523,269		736,991		4,497		741,488
Income tax expense	(328)		(1,516)		(1,844)		(1,128)		(1,000)		(2,128)
Net income	515,950		5,475		521,425		735,863		3,497		739,360
Depreciation	90		2,281		2,371		92		2,228		2,320
Total assets	37,205,177		102,805		37,307,982		17,453,567		95,237		17,548,804
Total liabilities	15,227,819		17,866		15,245,685		5,402,358		17,660		5,420,018

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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. and VICI Properties L.P. for the three and nine months ended September 30, 2022 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, 2021, which, in the case of VICI Properties Inc., were included in our Annual Report on Form 10-K for the year ended December 31, 2021 and in the case of VICI Properties L.P. were included as an exhibit to Form 8-K filed on April 18, 2022. 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, which constitute “forward-looking statements” within the meaning of federal securities law. Forward-looking statements are based on our current plans, expectations and projections about future events. We therefore 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.

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: the impact of changes in general economic conditions and market developments, including rising inflation, rising interest rates, supply chain disruptions, consumer confidence levels, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; the impact of the rise in interest rates on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; the impact of the COVID-19 pandemic on our and our tenants’ financial condition, results of operations, cash flows and performance (including the impact of actions taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures on our tenants, and the ability of our tenants to successfully operate their businesses); risks associated with our recently closed transactions, including our ability or failure to realize the anticipated benefits thereof; our dependence on our tenants as tenants of our properties and their guarantors as guarantors of the lease payments and the negative consequences any material adverse effect on their respective businesses could have on us; the possibility that our pending transactions may not be consummated on the terms or timeframes contemplated, or at all; the ability of the parties to our pending transactions to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate the pending transactions, or other delays or impediments to completing the transactions; our ability to obtain the financing necessary to complete our pending acquisitions on the terms we currently expect in a timely manner, or at all; 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 anticipated benefits of the Partner Property Growth Fund; 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, 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; our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, including indebtedness assumed and incurred by us in

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connection with the completion of the 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 inability to successfully pursue investments in, and acquisitions of, additional properties; 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 recently completed transactions; the impact of changes to the U.S. federal income tax laws; the possibility of adverse tax consequences as a result of our recently completed transactions, including tax protection agreements to which we are a party; increased volatility in our stock price, including as a result of our pending and recently completed transactions; our inability to maintain our qualification for taxation as a REIT; the impact of climate change, 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; VICI’s reliance on distributions received from VICI OP and its subsidiaries 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 43 market leading properties, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip. Our entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. Across over 122 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in fifteen states, contain approximately 58,700 hotel rooms and feature over 450 restaurants, bars, nightclubs, and sportsbooks.

Our portfolio also includes certain real estate debt investments that we have originated for strategic reasons in connection with transactions that either do or 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. VICI also owns 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, or entities managed by, Apollo, Caesars, Century Casinos, EBCI, JACK Entertainment, MGM, PENN Entertainment and Seminole Hard Rock, with Caesars and MGM being our largest tenants. We believe we have a mutually beneficial relationship with each of our tenants, all of which are leading owners and operators of gaming, entertainment and leisure properties. Our long-term triple-net Lease Agreements with our tenants 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.

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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, 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. Our long-term triple-net leases provide our tenants with complete control over management at our leased properties, including sole responsibility for all operations and related expenses, including property taxes, insurance and maintenance, repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives. 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, other global events and market conditions more broadly. We conduct our real property business through VICI OP 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, 2022.

Impact of Material Trends on Our Business

Impact of the Macroeconomic Environment

Recent macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, as a result of the current inflationary environment, including the impact of rising interest rates and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer behavior and spending and increased operational expenses, such as with respect to labor or energy costs. As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators described below) or other obligations under our Lease Agreements.

However, the current environment, including rising interest rates and market volatility, impacts our business in certain respects, such as by increasing interest expense with respect to any borrowings under our Credit Facility, increasing volatility of our share price with respect to sales of common stock, and, with respect to potential transactions, evaluating asset and property values in discussions with potential counterparties and obtaining transaction financing on attractive terms, all of which could increase our cost of capital and impact our growth prospects.

With respect to our Lease Agreements, which generally provide for annual rent escalation based on a specified percentage increase, increases in the consumer price index (“CPI”), or a combination thereof, we expect that increasing inflation will result in additional rent increases over time under our CPI-based lease provisions (subject to any applicable caps or periods in which such provisions do not apply). However, these rent increases may not match inflation during periods when inflation rates are greater than the applicable CPI-based caps.

Impact of the COVID-19 Pandemic

Since the emergence of the COVID-19 pandemic in early 2020, among broader public health, societal and global impacts, the pandemic has negatively impacted the economy, including the real estate industry and certain experiential sectors, and contributed to volatility and uncertainty in financial markets. Although our tenants’ operations at our leased properties are generally no longer subject to significant operating restrictions, with performance in many cases at or above pre-pandemic levels, they may continue to face challenges in operating their businesses due to the ongoing impact of the COVID-19 pandemic, such as complying with any future operating restrictions, ensuring sufficient staffing and service levels, sustaining customer engagement and maintaining improved operating margins and financial performance.

Overall Implications of Such Material Trends on Our Business

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 these trends ultimately impact us depends on future developments that cannot be predicted with confidence, including our tenants’ financial

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performance, the direct and indirect effects of these macroeconomic trends and the impact of any future measures taken in response to these trends on 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, 2021 and as updated from time to time in our other filings with the SEC.

SIGNIFICANT ACTIVITIES DURING 2022

Property Acquisition and Investment Activity

•Rocky Gap Casino. On August 24, 2022, we and Century Casinos entered into definitive agreements to acquire Rocky Gap Casino, located in Flintstone, Maryland, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million. Pursuant to the transaction agreements, we will acquire an interest in the land and buildings associated with Rocky Gap Casino for approximately $203.9 million and Century Casinos will acquire the operating assets of the property for approximately $56.1 million. Simultaneous with the closing of the transaction, the Century Master Lease will be amended to include Rocky Gap Casino and annual rent will increase by $15.5 million. Additionally, the terms of the Century Master Lease will be extended such that, upon closing of the transaction, the lease will have a full 15-year initial base lease term remaining, with four 5-year tenant renewal options. The tenant’s obligations under the Century Master Lease will continue to be guaranteed by Century Casinos. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in mid-2023.

•MGP Transactions. On April 29, 2022, we closed on the previously announced MGP Transactions governed by the MGP Master Transaction Agreement, pursuant to which we acquired MGP for total consideration of $11.6 billion, plus the assumption of approximately $5.7 billion principal amount of debt, inclusive of our 50.1% share of the BREIT JV CMBS debt. Upon closing, the MGP Transactions added $1,012.2 million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties spread across nine regions and comprising 36,000 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 received 1.366 shares of our newly issued common stock in exchange for each Class A common share of MGP. The fixed Exchange Ratio represented an agreed upon price of $43.00 per share of MGP Class A common shares based on VICI’s trailing 5-day volume weighted average price of $31.47 as of July 30, 2021. MGM received $43.00 per unit in cash for the redemption of the majority of its MGP OP units that it held for total cash consideration of approximately $4.404 billion and also retained approximately 12.2 million units in VICI OP. The MGP Class B share that was held by MGM was cancelled and ceased to exist.

Simultaneous with the closing of the Mergers on April 29, 2022, we entered into the MGM Master Lease. The MGM Master Lease has an initial term of 25 years, with three 10-year tenant renewal options and has an initial total annual rent of $860.0 million. Rent under the MGM Master Lease escalates at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum or the increase in CPI, subject to a 3.0% cap. The total annual rent under the MGM Master Lease will be reduced by (i) $90.0 million upon the close of MGM’s pending sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease, and (ii) $40.0 million upon the close of MGM’s pending sale of the operations of Gold Strike, each as described below. Additionally, we retained a 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 provides for current total annual base rent of approximately $303.8 million, of which approximately $152.2 million is attributable to our investment in the BREIT JV, and an initial term of thirty 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 fifteen years and thereafter at the greater of 2.0% per annum or CPI, subject to a 3.0% cap. The tenant’s obligations under the MGM Master Lease and the BREIT JV Lease continue to be guaranteed by MGM.

•Venetian Acquisition. On February 23, 2022, we closed on the previously announced transaction to acquire all of the land and real estate assets associated with the Venetian Resort from LVS for $4.0 billion in cash, and the Venetian Tenant acquired the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is in the form of a secured term loan from LVS and the remainder was paid in cash. We funded the Venetian Acquisition with (i) $3.2 billion in net proceeds from the physical settlement of the March 2021 Forward Sale Agreements and the September 2021 Forward Sale Agreements, (ii) an initial draw on the Revolving Credit Facility of $600.0 million, and (iii) cash on hand. Simultaneous with the closing of the Venetian Acquisition, we entered into the Venetian Lease with the Venetian Tenant. The Venetian Lease has 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 is subject to escalation equal to the greater of 2.0% and the

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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.

In connection with the Venetian Acquisition, we entered into the Venetian PGF with the Venetian Tenant. Under the Venetian PGF, we agreed to provide up to $1.0 billion for various development and construction projects affecting the Venetian Resort to be identified by the Venetian Tenant and that satisfy certain criteria more particularly set forth in the Venetian PGF, in consideration of additional incremental rent to be paid by the Venetian Tenant under the Venetian Lease and calculated in accordance with a formula set forth in the Venetian PGF.

In addition, LVS agreed with the Venetian Tenant pursuant to the Contingent Lease Support Agreement entered into simultaneously 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 are a third-party beneficiary of the Contingent Lease Support Agreement and 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 are not guaranteed by Apollo 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.

Loan Origination Activity

•Canyon Ranch Austin Loan. On October 7, 2022, we entered into the Canyon Ranch Austin Loan with Canyon Ranch, a leading pioneer in global wellness, under which we agreed to provide up to $200.0 million of secured financing to fund the development of Canyon Ranch Austin in Austin, Texas. We also entered into a call right agreement pursuant to which we will have the right to acquire the real estate assets of Canyon Ranch Austin for up to 24 months following stabilization (with the loan balance being settled in connection with the exercise of such call right), which transaction will be structured as a sale leaseback (with the simultaneous entry into a triple-net lease with Canyon Ranch that has an initial term of 25 years, with eight 5-year tenant renewal options). In addition, we entered into a purchase option agreement, pursuant to which (i) we have an option to acquire the real estate assets associated with the existing Canyon Ranch Tucson and Canyon Ranch Lenox properties, which transactions will be structured as a sale leaseback, in each case solely to the extent Canyon Ranch elects to sell such properties in a sale leaseback structure for a specific period of time, subject to certain conditions. In addition, we entered into a right of first offer agreement on future financing opportunities for Canyon Ranch and certain of its affiliates with respect to the funding of certain facilities (including Canyon Ranch Austin, Canyon Ranch Tucson and Canyon Ranch Lenox, and any other fee owned Canyon Ranch branded wellness resort), until the date that is the earlier of five years from commencement of the Canyon Ranch Austin lease (to the extent applicable) and the date that neither VICI nor any of its affiliates are landlord under such lease, subject to certain specified terms, conditions and exceptions.

•Great Wolf Gulf Coast Texas Loan. On August 30, 2022, we entered into the Great Wolf Gulf Coast Texas Loan with Great Wolf, under which we agreed to provide up to $127.0 million of mezzanine financing, the proceeds of which will be used to fund the development of Great Wolf Lodge Gulf Coast Texas, a more than $200.0 million, 532-room indoor water park resort project in Webster, TX. The Great Wolf Gulf Coast Texas Loan has an initial term of 3 years with two 12-month extension option, subject to certain conditions and is expected to be funded with cash on hand in accordance with a construction draw schedule.

•Great Wolf South Florida Loan. On July 1, 2022, we entered into the Great Wolf South Florida Loan with Great Wolf, under which we agreed to provide up to $59.0 million of mezzanine financing, the proceeds of which will be used to fund the development of Great Wolf Lodge South Florida, a more than $250.0 million, 500-room indoor water park resort project in Collier County, FL. The Great Wolf South Florida Loan has an initial term of 4 years with one 12-month extension option subject to certain conditions and is expected to be funded with cash on hand in accordance with a construction draw schedule.

•Cabot Citrus Farms Loan. On June 6, 2022, we entered into the Cabot Citrus Farms Loan with Cabot, a developer, owner and operator of world-class destination golf resorts and communities, under which we agreed to provide up to

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$120.0 million of mortgage financing, the proceeds of which will be used to fund Cabot’s property-wide transformation of Cabot Citrus Farms in Brooksville, Florida, with the addition of a new clubhouse, luxury lodging, health and wellness facilities and a vibrant village center. We also entered into a Purchase and Sale Agreement, pursuant to which we will convert a portion of the Cabot Citrus Farms Loan into the ownership of certain Cabot Citrus Farms real estate assets and simultaneously enter into a triple-net lease with Cabot that has an initial term of 25 years, with five 5-year tenant renewal options.

•BigShots Loan. On April 7, 2022, we entered into the BigShots Loan with BigShots Golf, a subsidiary of ClubCorp, an Apollo fund portfolio company, under which we agreed to provide up to $80.0 million of mortgage financing for the construction of certain new BigShots Golf facilities throughout the United States.

Financing and Capital Markets Activity

•Issuance of Exchange Notes. In connection with the closing of the MGP Transactions on April 29, 2022, the VICI Issuers issued $4,110.0 million in aggregate principal amount of Exchange Notes in exchange for the validly tendered and not validly withdrawn MGP OP Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations (each, as defined in Note 3 - Property Transactions). The Exchange Notes were issued with the same interest rate, maturity date and redemption terms as the corresponding series of MGP OP Notes. Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, $90.0 million in aggregate principal amount of MGP OP Notes remained outstanding. See Note 7 - Debt for additional information.

•Issuance of April 2022 Notes. In connection with the closing of the MGP Transactions on April 29, 2022, VICI LP issued (i) $500.0 million in aggregate principal amount of 4.375% 2025 Notes, (ii) $1,250.0 million in aggregate principal amount of 4.750% 2028 Notes, (iii) $1,000.0 million in aggregate principal amount of 4.950% 2030 Notes, (iv) $1,500.0 million in aggregate principal amount of 5.125% 2032 Notes, and (v) $750.0 million in aggregate principal amount of 5.625% 2052 Notes, in each case under a supplemental indenture dated as of April 29, 2022, between VICI LP and the Trustee (as defined in Note 7 - Debt). We used the net proceeds of the offering to (i) fund the consideration for the redemption of a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash in connection with the closing of the MGP Transactions on April 29, 2022, and (ii) pay down the outstanding $600.0 million balance on our Revolving Credit Facility. The weighted average interest rate for the senior notes issued in the April 2022 Notes offering is 5.00%, and the adjusted weighted average interest rate, after taking into account the impact of the forward starting interest rate swaps and treasury locks, is 4.51%.

•Settlement of September 2021 Forward Sale Agreements and March 2021 Forward Sale Agreements. On February 18, 2022, we physically settled the September 2021 Forward Sale Agreements and the March 2021 Forward Sale Agreements in exchange for total net proceeds of approximately $3.2 billion, which were used to pay for a portion of the purchase price of the Venetian Acquisition.

•Entry into New Unsecured Credit Agreement. On February 8, 2022, we entered into the Credit Facilities pursuant to the Credit Agreement, comprised of (i) the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 and (ii) the Delayed Draw Term Loan in the amount of $1.0 billion scheduled to mature on March 31, 2025. Concurrently, we terminated our Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets) and 2017 Credit Agreement (as defined in Note 7 - Debt). The Delayed Draw Term Loan is available to be drawn up to 12 months following the effective date of February 8, 2022. The Credit Facilities include the option to increase the revolving loan commitments by up to $1.0 billion in the aggregate and increase the delayed draw term loan commitments or add one or more new tranches of term loans by up to $1.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. Borrowings under the Credit Facilities will bear interest, at VICI LP’s option, (i) with respect to the Revolving Credit Facility, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate plus a margin ranging from 0.00% to 0.325%, in each case, with the actual margin determined according to VICI LP’s debt ratings, and (ii) with respect to the Delayed Draw Term Loan, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.85% to 1.60% or a base rate plus a margin ranging from 0.00% to 0.60%, in each case, with the actual margin determined according to VICI LP’s debt ratings. On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition. On April 29, 2022, we repaid the outstanding balance of the Revolving Credit Facility using the proceeds from the April 2022 Notes and cash on hand. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party to the Credit Agreement, in order to permit borrowings under the Revolving Credit Facility in certain foreign

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currencies in an aggregate principal amount of up to the equivalent of $1.25 billion.

•Entry into Forward-Starting Interest Rate Swap Agreements and U.S. Treasury Rate Locks. From December 2021 through April 2022, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2,500.0 million and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million. The interest rate swap agreements and treasury locks were intended to reduce the variability in the forecasted interest expense related to the fixed-rate debt we expected to incur in connection with closing the MGP Transactions. In connection with the April 2022 Notes offering, we settled the outstanding forward-starting interest rate swaps and treasury locks for net proceeds of $206.8 million. Since the forward-starting swaps and treasury locks were hedging the interest rate risk on the April 2022 Notes, the unrealized gain in Accumulated other comprehensive income is being amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense.

Leasing Activity

•Gold Strike Lease. On June 9, 2022, in connection with MGM’s agreement to sell the operations of Gold Strike, we agreed to enter into the Gold Strike Lease with CNB related to the land and real estate assets of Gold Strike, and enter into an amendment to the MGM Master Lease relating to the sale of Gold Strike. The Gold Strike Lease will have initial annual base rent of $40.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of Gold Strike, the MGM Master Lease will be amended to account for MGM’s divestiture of the Gold Strike operations and will result in a reduction of the annual base rent under the MGM Master Lease by $40.0 million. We expect these transactions to be completed in the first half of 2023, and they remain subject to customary closing conditions and regulatory approvals.

•Mirage Lease. On December 13, 2021, in connection with MGM’s agreement to sell the operations of the Mirage Hotel & Casino to Hard Rock, we agreed to enter into the Mirage Lease and enter into an amendment to the MGM Master Lease relating to the sale of the Mirage. The Mirage Lease will have initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of the Mirage, the MGM Master Lease will be amended to account for MGM’s divestiture of the Mirage operations and will result in a reduction of the annual base rent under the MGM Master Lease by $90.0 million. We expect these transactions to be completed in the fourth quarter of 2022, and they remain subject to customary closing conditions and regulatory approvals. Additionally, subject to certain conditions, we may fund up to $1.5 billion of Hard Rock’s redevelopment plan for the Mirage through our Partner Property Growth Fund if Hard Rock elects to seek third-party financing for such redevelopment. Specific amounts and terms of the redevelopment and related funding remain under discussion and subject to final documentation.

Other Activity

•Cabot Golf Course Management Agreement. On October 1, 2022, we entered into a management agreement with CDN Golf Management Inc. (“CDN”), an affiliate of Cabot, a developer, owner and operator of world-class destination golf resorts and communities, pursuant to which CDN will manage and operate our four golf courses, consisting of Cascata Golf Club, Rio Secco Golf Club, Grand Bear Golf Club and Chariot Run Golf Club (collectively, the “Golf Courses”). Pursuant to the management agreement, CDN has assumed all day-to-day operations of the Golf Courses and the employees at each of the Golf Courses are employees of CDN. We continue to own the Golf Courses within our TRS, VICI Golf. The management agreement has a term of 20 years with two five-year renewal options, subject to certain early termination rights.

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RESULTS OF OPERATIONS

The results of operations discussion of VICI and VICI LP are presented combined as there are no material differences between the two reporting entities. Further, Golf revenues and Golf expenses, which are wholly attributable to VICI, are shown as separate line items in the Statement of Operations of VICI.

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, which is a wholly-owned subsidiary of VICI, 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)	2022		2021		Variance		2022		2021		Variance
Revenues
Income from sales-type leases	$	376,048	$	292,059	$	83,989	$	1,077,952	$	873,337	$	204,615
Income from lease financing receivables and loans	350,945		70,205		280,740		685,544		210,578		474,966
Other income	17,862		6,936		10,926		41,811		20,897		20,914
Golf revenues	6,688		6,504		184		25,484		21,602		3,882
Total revenues	751,543		375,704		375,839		1,830,791		1,126,414		704,377
Operating expenses
General and administrative	12,063		8,379		3,684		33,311		24,092		9,219
Depreciation	816		771		45		2,371		2,320		51
Other expenses	17,862		6,936		10,926		41,811		20,897		20,914
Golf expenses	5,186		5,143		43		16,330		14,881		1,449
Change in allowance for credit losses	232,763		9,031		223,732		865,459		(24,453)		889,912
Transaction and acquisition expenses	1,947		177		1,770		19,366		9,689		9,677
Total operating expenses	270,637		30,437		240,200		978,648		47,426		931,222
Income from unconsolidated affiliate	22,719		—		22,719		37,853		—		37,853
Interest expense	(169,354)		(165,099)		(4,255)		(370,624)		(321,953)		(48,671)
Interest income	3,024		26		2,998		3,897		75		3,822
Loss from extinguishment of debt	—		(15,622)		15,622		—		(15,622)		15,622
Income before income taxes	337,295		164,572		172,723		523,269		741,488		(218,219)
Income tax expense	(417)		(388)		(29)		(1,844)		(2,128)		284
Net income	336,878		164,184		172,694		521,425		739,360		(217,935)
Less: Net income attributable to non-controlling interests	(5,973)		(2,322)		(3,651)		(7,843)		(6,988)		(855)
Net income attributable to common stockholders	$	330,905	$	161,862	$	169,043	$	513,582	$	732,372	$	(218,790)

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Revenue

For the three and nine months ended September 30, 2022 and 2021, our revenue was comprised of the following items:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2022		2021		Variance		2022		2021		Variance
Leasing revenue	$	715,591	$	352,237	$	363,354	$	1,731,860	$	1,053,476	$	678,384
Income from loans	11,402		10,027		1,375		31,636		30,439		1,197
Other income	17,862		6,936		10,926		41,811		20,897		20,914
Golf revenues	6,688		6,504		184		25,484		21,602		3,882
Total revenues	$	751,543	$	375,704	$	375,839	$	1,830,791	$	1,126,414	$	704,377

Leasing Revenue

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

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2022		2021		Variance		2022		2021		Variance
Income from sales-type leases	$	376,047	$	292,059	$	83,988	$	1,077,952	$	873,337	$	204,615
Income from lease financing receivables (1)	339,544		60,178		279,366		653,908		180,139		473,769
Total leasing revenue	715,591		352,237		363,354		1,731,860		1,053,476		678,384
Non-cash adjustment (2)	(108,556)		(31,142)		(77,414)		(230,516)		(88,417)		(142,099)
Total contractual leasing revenue	$	607,035	$	321,095	$	285,940	$	1,501,344	$	965,059	$	536,285

____________________

(1) Represents the MGM Master Lease, Harrah’s Call Properties and the JACK Cleveland/Thistledown Lease, all 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.

(2) Amounts represent the non-cash adjustment to income from sales-type 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 $363.4 million and $678.4 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, respectively. Total contractual leasing revenue increased $285.9 million and $536.3 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, respectively. The increases were primarily driven by the addition of the MGM Master Lease and Venetian Lease to our portfolio in April 2022 and February 2022, respectively, as well as the annual rent escalators from certain of our other Lease Agreements.

Income From Loans

Income from loans increased $1.4 million and $1.2 million during the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, respectively. The increase was driven by the addition and subsequent funding, as applicable, of the Great Wolf Gulf Coast Texas Loan, the Great Wolf South Florida Loan, the Cabot Citrus Farms Loan and the Great Wolf Maryland loan to our real estate investment portfolio in August 2022, July 2022, June 2022 and June 2021, respectively. The increase for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was partially offset by the repayment of the $70.0 million term loan with JACK Entertainment in October 2021.

Other Income

Other income increased $10.9 million and $20.9 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, respectively. The increase was driven primarily by the additional income and offsetting expense as a result of the assumption of certain sub-leases in connection with the closing of the Venetian Acquisition and MGP Transactions. The Lease Agreements require the tenants to pay all costs associated with such ground and use sub-leases and provide for their direct payment to the landlord.

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Golf Revenues

Revenues from VICI’s golf operations increased $0.2 million and $3.9 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, respectively. The change was primarily driven by an increase in rounds played at the golf courses and 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, 2022 and 2021, our operating expenses were comprised of the following items:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2022		2021		Variance		2022		2021		Variance
General and administrative	$	12,063	$	8,379	$	3,684	$	33,311	$	24,092	$	9,219
Depreciation	816		771		45		2,371		2,320		51
Other expenses	17,862		6,936		10,926		41,811		20,897		20,914
Golf expenses	5,186		5,143		43		16,330		14,881		1,449
Change in allowance for credit losses	232,763		9,031		223,732		865,459		(24,453)		889,912
Transaction and acquisition expenses	1,947		177		1,770		19,366		9,689		9,677
Total operating expenses	$	270,637	$	30,437	$	240,200	$	978,648	$	47,426	$	931,222

General and Administrative Expenses

General and administrative expenses increased $3.7 million and $9.2 million for the three and nine months ended September 30, 2022, respectively, as compared to the three and nine months ended September 30, 2021, respectively. The increase was primarily driven by an increase in compensation, including stock based compensation and the addition of new employees to the corporate team.

Other Expenses

Other expenses increased $10.9 million and $20.9 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, respectively, driven primarily by the additional income and offsetting expense as a result of the assumption of certain sub-leases in connection with the Venetian Acquisition and MGP Transactions. The Lease Agreements require the tenants to pay all costs associated with such ground and use sub-leases and provide for their direct payment to the landlord.

Golf Expenses

Expenses from VICI’s golf operations remained consistent during the three months ended September 30, 2022 compared to the three months ended September 30, 2021. Expenses from VICI’s golf operations increased by $1.4 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021 primarily driven by an increase in rounds of golf played across our golf courses.

Change in Allowance for Credit Losses

During the three months ended September 30, 2022, we recognized a $232.8 million increase in our allowance for credit losses, or CECL allowance, primarily driven by (i) changes in the macroeconomic model used to scenario condition our reasonable and supportable period, or R&S Period, probability of default, or PD, due to uncertain and potentially negative future market conditions, (ii) an increase in the R&S Period PD of our tenants and their parent guarantors (as applicable) as a result of market volatility during the quarter, (iii) an increase in the R&S Period PD and loss given default, or 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 and (iv) the initial CECL allowance on the future funding commitments from the origination of the Great Wolf Gulf Coast Texas Loan and the Great Wolf South Florida Loan.

During the nine months ended September 30, 2022, we recognized an $865.5 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our acquisition activity during such periods in the amount of $523.2 million,

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representing 60.5% of the total allowance for the nine months ended September 30, 2022. The initial CECL allowances were in relation to (i) the closing of the MGP Transactions on April 29, 2022, which included the (a) classification of the MGM Master Lease as a lease financing receivable and (b) the sales-type sub-lease agreements we assumed in connection with the closing of the MGP Transactions, (ii) the closing of the Venetian Acquisition on February 23, 2022, which included (a) the classification of the Venetian Lease as a sales-type lease, (b) the estimated future funding commitments under the Venetian PGF and (c) the sales-type sub-lease agreements we assumed in connection with the closing of the Venetian Acquisition, and (iii) the future funding commitments from the origination of the BigShots Loan, the Cabot Citrus Farms Loan, the Great Wolf South Florida Loan and the Great Wolf Gulf Coast Texas Loan. Additional increases were attributable to the increase for the three months ended September 30, 2022, as described above. These increases were partially offset by a decrease in the Long-Term Period PD as a result of standard annual updates that were made to the Long-Term Period PD default study we utilize to estimate our CECL allowance.

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, as described above.

Transaction and Acquisition Expenses

Transaction and acquisition expenses increased $1.8 million and $9.7 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, respectively. 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

For the three and nine months ended September 30, 2022 and 2021, our non-operating income and expenses were comprised of the following items:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2022		2021		Variance		2022		2021		Variance
Income from unconsolidated affiliate	$	22,719	$	—	$	22,719	$	37,853	$	—	$	37,853
Interest expense	(169,354)		(165,099)		(4,255)		(370,624)		(321,953)		(48,671)
Interest income	3,024		26		2,998		3,897		75		3,822
Loss on extinguishment of debt	—		(15,622)		15,622		—		(15,622)		15,622

Income from Unconsolidated Affiliate

Income from unconsolidated affiliate during the three and nine months ended September 30, 2022 represents our 50.1% share of the income of the BREIT JV for the period, which was acquired as part of the MGP Transactions on April 29, 2022. The income from unconsolidated affiliate includes the amortization of certain basis differences arising from the differences between our purchase price and the underlying carrying value of the joint venture. As the BREIT JV interest was acquired by us on April 29, 2022, no such income was recognized for the three and nine months ended September 30, 2021.

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Interest Expense

Interest expense increased $4.3 million and $48.7 million during the three and nine months ended September 30, 2022, respectively, as compared to the three and nine months ended September 30, 2021, respectively. The increase during the three and nine months ended September 30, 2022 was primarily related to the increase in debt from the (i) issuance of the April 2022 Notes, (ii) issuance of the Exchange Notes, and (iii) assumption of the MGP OP Notes, the combination of which resulted in an additional $9.2 billion in notional amount of debt at a weighted average interest rate of 4.70%, net of the impact of the forward-starting interest rate swaps and treasury locks. Further increases were related to (i) the amortization of the commitment fees associated with the Venetian Acquisition Bridge Facility and the MGP Transactions Bridge Facility, (ii) the commitment fees on the Revolving Credit Facility and Delayed Draw Term Loan, and (iii) additional interest on the $600.0 million draw on the Revolving Credit Facility (which was repaid in full on April 29, 2022). The increases were partially offset by the full repayment of the Term Loan B Facility in September 2021 and certain non-recurring activity during the three and nine months ended September 30, 2021, which included (i) the $64.2 million payment in connection with the early settlement of the outstanding interest rate swap agreements and (ii) the amortization of the commitment fees associated with the Venetian Acquisition Bridge Facility and the MGP Transactions Bridge Facility.

Additionally, the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, increased to 4.47% and 4.35% during the three and nine months ended September 30, 2022, respectively, from 4.02% and 4.03% during the three and nine months ended September 30, 2021, respectively, as a result of a higher weighted average effective interest rate on the April 2022 Notes, Exchange Notes and MGP OP Notes as compared to our outstanding debt during such periods.

Loss on Extinguishment of Debt

During the three and 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.

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RECONCILIATION OF NON-GAAP MEASURES

We present VICI’s 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 VICI’s 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 VICI’s 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, (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 and (v) our proportionate share of such adjustments from our investment in unconsolidated affiliate.

AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. We calculate VICI’s 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, our proportionate share of non-cash adjustments from our investment in unconsolidated affiliate (including the amortization of any basis differences) with respect to certain of the foregoing and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing.

We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate.

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

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Reconciliation of VICI’s 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)	2022		2021		2022		2021
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Real estate depreciation	—		—		—		—
Joint venture depreciation and non-controlling interest adjustments	9,743		—		17,053		—
FFO attributable to common stockholders	340,648		161,862		530,635		732,372
Non-cash leasing and financing adjustments	(108,553)		(30,865)		(230,522)		(88,063)
Non-cash change in allowance for credit losses	232,763		9,031		865,459		(24,453)
Non-cash stock-based compensation	3,493		2,395		9,359		7,067
Transaction and acquisition expenses	1,947		177		19,366		9,689
Amortization of debt issuance costs and original issue discount	10,326		34,098		38,294		50,723
Other depreciation	785		742		2,280		2,228
Capital expenditures	(437)		(131)		(1,093)		(1,638)
(Gain) loss on extinguishment of debt and interest rate swap settlements	—		79,861		(5,405)		79,861
Joint venture non-cash adjustments and non-controlling interest adjustments	(10,315)		250		(22,171)		773
AFFO attributable to common stockholders	470,657		257,420		1,206,202		768,559
Interest expense, net	156,004		66,736		333,838		206,916
Income tax expense	417		388		1,844		2,128
Joint venture interest expense and non-controlling interest adjustments	11,536		—		19,187		—
Adjusted EBITDA attributable to common stockholders	$	638,614	$	324,544	$	1,561,071	$	977,603
Net income per common share
Basic	$	0.34	$	0.29	$	0.61	$	1.35
Diluted	$	0.34	$	0.28	$	0.60	$	1.31
FFO per common share
Basic	$	0.35	$	0.29	$	0.63	$	1.35
Diluted	$	0.35	$	0.28	$	0.62	$	1.31
AFFO per common share
Basic	$	0.49	$	0.46	$	1.42	$	1.42
Diluted	$	0.49	$	0.45	$	1.42	$	1.38
Weighted average number of shares of common stock outstanding
Basic	962,573,646		555,153,692		848,839,357		542,843,855
Diluted	964,134,340		571,894,545		850,823,037		557,113,510

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of September 30, 2022, our available cash balances, capacity under our Revolving Credit Facility and Delayed Draw Term Loan were as follows:

(In thousands)	September 30, 2022
Cash and cash equivalents	$	518,383
Short-term investments	207,722
Capacity under Revolving Credit Facility (1)	2,500,000
Capacity under Delayed Draw Term Loan (1)	1,000,000
Proceeds available from settlement of the ATM Forward Sale Agreements (2)	490,442
Total	$	4,716,547

____________________

(1)In addition, the Credit Facilities include the option to increase the revolving loan commitments by up to $1.0 billion and increase the Delayed Draw Term Loan commitments or add one or more new tranches of term loans by up to $1.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

(2)Assumes the physical settlement of the 11,380,980 shares under the June 2022 ATM Forward Sale Agreement at the forward sale price per share of $31.36, and the 3,918,807 shares under the August 2022 ATM Forward Sale Agreement at the forward price per share of $34.08, calculated as of September 30, 2022.

We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our Lease Agreements, existing borrowings from banks, including our Delayed Draw Term Loan and undrawn capacity under our Revolving Credit Facility, and proceeds from future issuances of debt and equity securities (including issuances under our ATM Agreement) for the next 12 months and in future periods.

All of the Lease Agreements call for an initial term of between fifteen and thirty years with additional tenant renewal options and are designed to provide us with a reliable and predictable long-term revenue stream. 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 current inflationary environment, rising interest rates, equity market volatility, and the COVID-19 pandemic. In particular, 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 and the direct or indirect impact of the COVID-19 pandemic. See “Overview — Recent Trends” above for additional detail. 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, 2021.

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, general economic conditions, general market conditions for REITs and investment grade issuers, market perceptions, the trading price of our stock and uncertainties related to COVID-19 and the impact of our response and our tenants’ responses to COVID-19. 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.

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Material Cash Requirements

Contractual Obligations

Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, distributions to the VICI OP unit holders, 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 more information on 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, 2022, we have $14.0 billion of debt obligations outstanding (excluding approximately $1.5 billion of debt obligations held by the BREIT JV), none of which are maturing in the next twelve months. 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 material contractual 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, 2022. Amounts in this table omit, among other things, non-contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments.

		Payments Due By Period
(In thousands)		Total		2022 (remaining)		2023		2024		2025		2026 and Thereafter
Long-term debt, principal
	Senior Unsecured Notes	$	13,950,000	$	—	$	—	$	1,050,000	$	2,050,000	$	10,850,000
	Revolving Credit Facility	—		—		—		—		—		—
	Delayed Draw Term Loan	—		—		—		—		—		—
Scheduled interest payments		4,734,650		176,687		660,184		625,876		557,121		2,714,781
Total debt contractual obligations		18,684,650		176,687		660,184		1,675,876		2,607,121		13,564,781
Leases and contracts
	Future funding commitments – loan investments and lease agreements(1)	367,730		22,338		288,182		42,209		—		15,000
	Golf course operating lease and contractual commitments (2)	49,021		1,377		5,523		2,112		2,154		37,856
	Corporate office leases	7,187		284		967		857		899		4,179
Total leases and contract obligations		423,938		23,999		294,673		45,178		3,053		57,035
Total contractual commitments		$	19,108,588	$	200,687	$	954,857	$	1,721,055	$	2,610,174	$	13,621,816

________________________________________

(1) The allocation of our future funding commitments is based on the construction draw schedule, commitment funding date, expiration date or other information, as applicable, however we may be obligated to fund these commitments earlier than such date.

(2) The amounts include the Cascata ground lease commitments and certain contractual golf-related commitments, including commitments under the golf course management agreement we entered into with CDN on October 1, 2022. See “Significant Activities During 2022 - Other Activity” above for further details on the golf course management agreement with CDN.

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Additional Funding Requirements

In addition to the contractual obligations and commitments set forth in the table above, we have and may enter into additional agreements that commit us to potentially acquire properties in the future, fund future property improvements or otherwise provide capital to our tenants, borrowers and other counterparties, including through our put-call agreements and Partner Property Growth Fund. As of September 30, 2022, we had $1.0 billion of potential future funding commitments under our Partner Property Growth Fund agreements. The use of the Partner Property Growth Fund commitments are at the discretion of our tenants and there is no guarantee any such commitments will be drawn upon.

Cash Flow Analysis

The table below summarizes our cash flows for the nine months ended September 30, 2022 and 2021:

		Nine Months Ended September 30,
(In thousands)		2022		2021		Variance
Cash, cash equivalents and restricted cash
	Provided by operating activities	$	1,455,477	$	610,924	$	844,553
	(Used in) provided by investing activities	(8,889,098)		19,856		(8,908,954)
	Provided by (used in) financing activities	7,212,390		(277,259)		7,489,649
	Net (decrease) increase in cash, cash equivalents and restricted cash	(221,231)		353,521		(574,752)
	Cash, cash equivalents and restricted cash, beginning of period	739,614		315,993		423,621
	Cash, cash equivalents and restricted cash, end of period	$	518,383	$	669,514	$	(151,131)

Cash Flows from Operating Activities

Net cash provided by operating activities increased $844.6 million for the nine months ended September 30, 2022 compared with the nine months ended September 30, 2021. The increase is primarily driven by an increase in cash rental payments from the addition of the MGM Master Lease and Venetian Lease to our real estate portfolio in April 2022 and February 2022, respectively, the annual rent escalators on certain of our other Lease Agreements and the proceeds from settlement of our forward-starting derivative instruments in connection with the April 2022 Notes offering.

Cash Flows from Investing Activities

Net cash used in investing activities increased $8,909.0 million for the nine months ended September 30, 2022 compared with the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, the primary sources and uses of cash from investing activities included:

•Net payments of $4,574.5 million in relation to the closing of the MGP Transactions, including $4,404.0 million in connection with the redemption of the majority of the MGP OP units held by MGM, $90.0 million in connection with the repayment of the outstanding MGP revolving credit facility and acquisition costs;

•Payments for the Venetian Acquisition for a total cost of $4,012.8 million, including acquisition costs;

•Investment in short-term investments of $207.7 million;

•Disbursements to fund portions of the Great Wolf Maryland loan, Great Wolf South Florida Loan, Great Wolf Gulf Coast Texas Loan, and the Cabot Citrus Farms Loan in the amount of $87.2 million; and

•Capitalized transaction costs of $6.8 million.

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

•Proceeds from partial repayment of the JACK Entertainment term loan of $30.4 million;

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

•Disbursements to fund a portion of the Great Wolf Maryland loan in the amount of $19.2 million;

•Capitalized transaction costs of $9.2 million;

71

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

Cash Flows from Financing Activities

Net cash provided by financing activities increased $7,489.6 million for the nine months ended September 30, 2022, compared with the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, the primary sources and uses of cash in financing activities included:

•Net proceeds of $3,219.1 million from the sale of an aggregate 119,000,000 shares of our common stock pursuant to the full physical settlement of the September 2021 Forward Sale Agreements and March 2021 Forward Sale Agreements;

•Gross proceeds of $5,000.0 million from the April 2002 Notes offering;

•Dividend payments of $843.7 million;

•Initial draw and repayment of $600.0 million on our Revolving Credit Facility;

•Debt issuance costs of $146.2 million;

•Distributions of $10.7 million to non-controlling interests; and

•Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $6.1 million.

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

•Net proceeds of $2,386.1 million from the sale of an aggregate of 91,900,000 shares of our common stock from our September 2021 equity offering (excluding the shares subject to the September 2021 Forward Sale Agreements) 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.

Debt

For a summary of our debt obligations as of September 30, 2022, 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, 2022, we were in compliance with all debt-related covenants.

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, 2022 and 2021 were as follows:

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Nine Months Ended September 30, 2022
Declaration Date	Record Date	Payment Date	Period	Dividend
March 10, 2022	March 24, 2022	April 7, 2022	January 1, 2022 - March 31, 2022	$	0.3600
June 9, 2022	June 23, 2022	July 7, 2022	April 1, 2021 - June 30, 2022	$	0.3600
September 8, 2022	September 22, 2022	October 6, 2022	July 1, 2022 - September 30, 2022	$	0.3900

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

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, 2021 and VICI LP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations included as an exhibit to the Current Report on Form 8-K filed on April 18, 2022. There have been no significant changes in our critical policies and estimates for the nine months ended September 30, 2022.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows. To achieve this objective, our consolidated subsidiaries primarily borrow on a fixed-rate basis for longer-term debt issuances. As of September 30, 2022, excluding our proportionate share of the debt at the BREIT JV, we had $13,950.0 million aggregate principal amount of outstanding indebtedness, all of which has fixed rate interest.

Additionally, we are exposed to interest rate risk between the time we enter into a transaction and the time we finance the related transaction with long-term fixed-rate debt. In addition, when that long-term debt matures, we may have to refinance such debt at a higher interest rate. In a rising interest rate environment, we have from time to time and may in the future seek to mitigate that risk by utilizing forward-starting interest rate swap agreements, treasury locks and other derivative instruments. Market interest rates are sensitive to many factors that are beyond our control.

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Capital Markets Risks

We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through long-term indebtedness, borrowings under credit facilities or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.

Item 4.        Controls and Procedures

VICI Properties Inc.

Evaluation of Disclosure Controls and Procedures

VICI maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods, and is accumulated and communicated to VICI’s management, including VICI’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

VICI’s management has evaluated, under the supervision and with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based upon this evaluation, VICI’s principal executive officer and principal financial officer concluded that VICI’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There have been no changes in VICI’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, VICI’s internal control over financial reporting.

VICI Properties L.P.

Evaluation of Disclosure Controls and Procedures

VICI LP maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods, and is accumulated and communicated to our management, including VICI LP’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

VICI LP’s management has evaluated, under the supervision and with the participation of VICI LP’s principal executive officer and principal financial officer, the effectiveness of VIC LP’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based upon this evaluation, VICI LP’s principal executive officer and principal financial officer concluded that VICI LP’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There have been no changes in VICI LP’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, VICI LP’s internal control over financial reporting.

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PART II.    OTHER INFORMATION

Item 1.        Legal Proceedings

The information contained under the heading “Litigation” in Note 10 - Commitments and Contingent Liabilities to our Financial Statements included in this report is incorporated by reference into this Item 1.

Item 1A.    Risk Factors

A description of certain factors that may affect our future results and risk factors is set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to those factors for the nine months ended September 30, 2022.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

(b) Use of Proceeds from Registered Securities

Not applicable.

(c) Issuer Purchases of Equity Securities

VICI Properties Inc.

During the three months ended September 30, 2022, VICI did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

VICI Properties L.P.

During the three months ended September 30, 2022, VICI LP did not repurchase any equity securities registered pursuant to Section 12 of the Exchange Act.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

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Item 6.Exhibits

			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Exhibit	Filing Date
10.1	Eleventh Amendment to Regional Lease, dated as of August 25, 2022, by and among the entities listed on Schedules A and B thereto	X
31.1	VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.3	VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.4	VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	VICI Properties Inc. Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*
32.2	VICI Properties Inc. Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*
32.3	VICI Properties L.P. Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*
32.4	VICI Properties L.P. Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Furnished herewith

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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 thereunto duly authorized.

                        

VICI PROPERTIES INC.
Signature	Title	Date
/s/ EDWARD B. PITONIAK	Chief Executive Officer and Director	October 27, 2022
Edward B. Pitoniak	(Principal Executive Officer)
/s/ DAVID A. KIESKE	Chief Financial Officer	October 27, 2022
David A. Kieske	(Principal Financial Officer)
/s/ GABRIEL F. WASSERMAN	Chief Accounting Officer	October 27, 2022
Gabriel F. Wasserman	(Principal Accounting Officer)

VICI PROPERTIES L.P.
Signature	Title	Date
/s/ EDWARD B. PITONIAK	Chief Executive Officer and Director	October 27, 2022
Edward B. Pitoniak	(Principal Executive Officer)
/s/ DAVID A. KIESKE	Chief Financial Officer	October 27, 2022
David A. Kieske	(Principal Financial Officer)
/s/ GABRIEL F. WASSERMAN	Chief Accounting Officer	October 27, 2022
Gabriel F. Wasserman	(Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

ELEVENTH AMENDMENT TO LEASE

This ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of August 25, 2022, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

RECITALS

WHEREAS, Landlord, Tenant and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease, Propco TRS, are parties to that certain Lease (Non-CPLV), dated as of October 6, 2017, as amended by that certain First Amendment to Lease (Non-CPLV), dated as of December 22, 2017, as amended by that certain Second Amendment to Lease (Non-CPLV) and Ratification of SNDA, dated as of February 16, 2018, as amended by that certain Third Amendment to Lease (Non-CPLV), dated as of April 2, 2018, as amended by that certain Fourth Amendment to Lease (Non-CPLV), dated as of December 26, 2018, as amended by that certain Omnibus Amendment to Leases, dated as of June 1, 2020, as amended by that certain Fifth Amendment to Lease (Non-CPLV), dated as of July 20, 2020, as amended by that certain Sixth Amendment to Lease, dated as of September 30, 2020, as amended by that certain Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, as amended by that certain Seventh Amendment to Lease, dated as of November 18, 2020, as amended by that certain Eighth Amendment to Lease, dated as of September 3, 2021, as amended by that certain Ninth Amendment to Lease, dated as of November 1, 2021, and as amended by that certain Tenth Amendment to Lease, dated as of December 30, 2021 (collectively, as amended, the “Lease”), pursuant to which Landlord leases to Tenant, and Tenant leases from Landlord, certain real property as more particularly described in the Lease;

WHEREAS, on the date hereof, Miscellaneous Land LLC, as seller, and Ruben D. Villarreal and Nancy T. Villareal, as buyer, are closing a purchase and sale transaction under that certain Unimproved Property Contract, dated as of July 11, 2022, with respect to certain real property located in Splendora, Texas, which is described on Annex B (the “Splendora Property”) (the purchase and sale of the Splendora Property is referred to herein as the “Splendora Transaction”); and

WHEREAS, the Splendora Transaction is being consummated by Landlord pursuant to Section 18.3 of the Lease; and in connection therewith, the parties hereto desire to amend the Lease as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Definitions. Except as otherwise defined herein, all capitalized terms used herein without definition shall have the meanings applicable to such terms, respectively, as set forth in the Lease.

2.Amendments to the Lease. Effective as of the date hereof:

A.Termination of the Lease as to the Splendora Property.

i.the Lease is hereby terminated with respect to the Splendora Property, the Splendora Property no longer constitutes Leased Property under the Lease, and neither Landlord nor Tenant has any further liabilities or obligations under the Lease, from and after the date hereof, in respect of the Splendora Property and the Splendora Facility (provided that any such liabilities or obligations arising prior to such date shall not be terminated, limited or affected by or upon entry into this Amendment); and

ii.the Guaranty hereby automatically, and without further action by any party, ceases to apply with respect to any Obligations (as defined in the Guaranty) with respect to the Splendora Property or the Splendora Facility to the extent arising from and after the date hereof (provided that any such Obligations arising prior to such date shall not be terminated, limited or affected by or upon entry into this Amendment). The term “Splendora Facility” refers to the applicable Facility identified as Facility 17 on the list of the Facilities annexed as Exhibit A to the Lease (prior to giving effect to the replacement of said Exhibit A pursuant to Section 2.E.i of this Amendment).

B.Rent. Landlord and Tenant hereby expressly acknowledge and agree that there shall be no reduction in the Rent under the Lease as a result of the removal of the Splendora Property from the Lease or otherwise as a result of the Splendora Transaction.

C.Variable Rent. From and after the date hereof, for purposes of any calculation of Variable Rent under the Lease, including any adjustments in Variable Rent based on increases or decreases in Net Revenue, such calculations of Net Revenue shall exclude Net Revenue attributable to the Splendora Property.

D.Splendora Transaction.

i.Each of Landlord and Tenant hereby acknowledges and agrees that the removal of the Splendora Property from the Lease was made in connection with Landlord’s conveyance of the Splendora Property pursuant to Section 18.3 of the Lease. The treatment of the Splendora Transaction hereunder is not intended to serve as a precedent for the treatment of future dispositions (if any) which may be effectuated under any applicable provision of the Lease or otherwise.

E.Revisions to Exhibits and Schedules to the Lease. The Exhibits and Schedules to the Lease are hereby amended as follows:

i.Facilities. Exhibit A annexed to the Lease (setting forth the list of Facilities under the Lease) is hereby amended such that the Splendora Property is hereby deleted from said Exhibit A, and Exhibit A is hereby replaced with the replacement Exhibit A that is annexed hereto as Annex A.

ii.Legal Description (Splendora Property). The legal descriptions with respect to the Leased Property set forth on Exhibit B annexed to the Lease is hereby amended such that the legal description with respect to the Leased Property pertaining to the Splendora Property, as set forth on Annex B attached hereto, is hereby deleted from said Exhibit B.

2

iii.Description of Title Policies. The list of Title Policies set forth on Exhibit J annexed to the Lease is hereby amended such that the reference thereon to the Title Policy relating solely to the Splendora Property is hereby deleted from said Exhibit J.

iv.Permitted Property Sales. The list of properties set forth on Schedule 7 annexed to the Lease is hereby amended such that the following property listed thereon is hereby deleted from said Schedule 7:

3.No Other Modification or Amendment to the Lease. The Lease shall remain in full force and effect except as expressly amended or modified by this Amendment. From and after the date of this Amendment, all references in the Lease to the “Lease” shall be deemed to refer to the Lease as amended by this Amendment. For the avoidance of doubt, the Lease shall continue in full force and effect with respect to the balance of the Leased Property (other than the Splendora Property as of the date hereof in accordance with Section 2 of this Amendment).

4.Governing Law; Jurisdiction. This Amendment shall be construed according to and governed by the laws of the jurisdiction(s) specified by the Lease without regard to its or their 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.

5.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Facsimile and/or .pdf signatures shall be deemed to be originals for all purposes.

6.Effectiveness. This Amendment shall be effective, as of the date hereof, only upon execution and delivery by each of the parties hereto.

7.Miscellaneous. 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. 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, discharge or termination is sought. 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. This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns.

[Signature Page Follows]

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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 date hereof.

LANDLORD:

HORSESHOE COUNCIL BLUFFS LLC

HARRAH’S COUNCIL BLUFFS LLC

HARRAH’S METROPOLIS 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

WWW PROPCO LLC

HARRAH’S LAKE TAHOE LLC

HARVEY’S LAKE TAHOE LLC

HARRAH’S RENO LLC

VEGAS DEVELOPMENT LLC

VEGAS OPERATING PROPERTY LLC

MISCELLANEOUS LAND LLC

PROPCO GULFPORT LLC

PHILADELPHIA PROPCO LLC

HARRAH’S ATLANTIC CITY LLC

NEW LAUGHLIN OWNER LLC

HARRAH’S NEW ORLEANS LLC

each, a Delaware limited liability company

By:/s/ David Kieske

Name: David Kieske

Title: Treasurer

HORSESHOE BOSSIER CITY PROP LLC,

a Louisiana limited liability company

By: /s/ David Kieske

Name: David Kieske

Title: Treasurer

[Signatures Continue on Following Pages]

[Signature Page to Eleventh Amendment to Regional Lease]

TENANT:

CEOC, LLC, a Delaware limited liability company,

HBR REALTY COMPANY LLC, a Nevada limited liability company,

HARVEYS IOWA MANAGEMENT COMPANY LLC, a Nevada limited liability company,

SOUTHERN ILLINOIS RIVERBOAT/CASINO CRUISES LLC, an Illinois limited liability company,

HORSESHOE HAMMOND, LLC, an Indiana limited liability company,

HARRAH’S NORTH KANSAS CITY LLC, a Missouri limited liability company,

GRAND CASINOS OF BILOXI, LLC, a Minnesota limited liability company,

ROBINSON PROPERTY GROUP LLC, a Mississippi limited liability company,

TUNICA ROADHOUSE LLC, a Delaware limited liability company,

CAESARS NEW JERSEY LLC, a New Jersey limited liability company,

HARVEYS TAHOE MANAGEMENT COMPANY LLC, a Nevada limited liability company,

CASINO COMPUTER PROGRAMMING, INC., an Indiana corporation,

HARVEYS BR MANAGEMENT COMPANY, INC., a Nevada corporation,

HARRAH’S LAUGHLIN, LLC, a Nevada limited liability company,

JAZZ CASINO COMPANY, L.L.C., a Louisiana limited liability company

By:/s/ Bret D. Yunker

Name: Bret D. Yunker

Title: Chief Financial Officer

[Signature Page to Eleventh Amendment to Regional Lease]

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/ Bret D. Yunker

        Name: Bret D. Yunker

        Title: Chief Financial Officer

BOARDWALK REGENCY LLC,

a New Jersey limited liability company

By:    Caesars New Jersey LLC,

    a New Jersey limited liability company,

    its sole member

    By:/s/ Bret D. Yunker

    Name: Bret D. Yunker

    Title: Chief Financial Officer

HOLE IN THE WALL, LLC,

a Nevada limited liability company

By:    CEOC, LLC,

    a Delaware limited liability company,

    its sole member

    By:/s/ Bret D. Yunker

    Name: Bret D. Yunker

    Title: Chief Financial Officer

[Signature Page to Eleventh Amendment to Regional Lease]

CHESTER DOWNS AND MARINA, LLC,

a Pennsylvania limited liability company

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

    its sole member

    By:/s/ Bret D. Yunker

    Name: Bret D. Yunker

    Title: Chief Financial Officer

HARRAH’S ATLANTIC CITY OPERATING COMPANY, LLC,

a New Jersey limited liability company

By:    Caesars Resort Collection, LLC,

    a Delaware limited liability company,

    its sole member

    By:/s/ Bret D. Yunker

    Name: Bret D. Yunker

    Title: Chief Financial Officer

[Signature Page to Eleventh Amendment to Regional Lease]

Acknowledged and agreed, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease:

PROPCO TRS LLC,

a Delaware limited liability company

By:/s/ David Kieske        

Name: David Kieske

Title: Treasurer

[Signature Page to Eleventh Amendment to Regional Lease]

ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

The undersigned (“Guarantor”) hereby: (a) acknowledges receipt of the Eleventh Amendment to Lease (the “Amendment”; capitalized terms used herein without definition having the meanings set forth in the Amendment), dated as of August 25, 2022, by and among the entities listed on Schedule A attached thereto, as Landlord, and the entities listed on Schedule B attached thereto, as Tenant, and the other parties party thereto; (b) consents to the terms and execution thereof; (c) ratifies and reaffirms Guarantor’s obligations to Landlord pursuant to the terms of that certain Guaranty of Lease, dated as of July 20, 2020 (the “Guaranty”), by and between Guarantor and Landlord, and agrees that, except as expressly set forth in Section 2.A.ii of the Amendment, nothing in the Amendment in any way impairs or lessens the Guarantor’s obligations under the Guaranty; and (d) acknowledges and agrees that the Guaranty is in full force and effect and is valid, binding and enforceable in accordance with its terms.

IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment and Agreement of Guarantor to be duly executed as of August 25, 2022.

[Acknowledgment and Agreement of Guarantor]

CAESARS ENTERTAINMENT, INC.

By:/s/ Bret D. Yunker

Name: Bret D. Yunker

Title: Chief Financial Officer

Schedule A

LANDLORD ENTITIES

Horseshoe Council Bluffs LLC

Harrah’s Council Bluffs LLC

Harrah’s Metropolis LLC

New Horseshoe Hammond LLC

Horseshoe Bossier City Prop LLC

New Harrah’s North Kansas City LLC

Grand Biloxi LLC

Horseshoe Tunica LLC

New Tunica Roadhouse LLC

Caesars Atlantic City LLC

WWW Propco LLC

Harrah’s Lake Tahoe LLC

Harvey’s Lake Tahoe LLC

Harrah’s Reno LLC

Vegas Development LLC

Vegas Operating Property LLC

Miscellaneous Land LLC

Propco Gulfport LLC

Philadelphia Propco LLC

Harrah’s Atlantic City LLC

New Laughlin Owner LLC

Harrah’s New Orleans LLC

Schedule A

Schedule B

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

Horseshoe Hammond, LLC

Horseshoe Entertainment

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

Harveys Tahoe Management Company LLC

Casino Computer Programming, Inc.

Harveys BR Management Company, Inc.

Hole in the Wall, LLC

Chester Downs and Marina, LLC

Harrah’s Atlantic City Operating Company, LLC

Harrah’s Laughlin, LLC

Jazz Casino Company, L.L.C.

Schedule B

Annex A

EXHIBIT A

FACILITIES

No.	Property	State	Fee Owner	Operating Entity
1.	Horseshoe Council Bluffs	Iowa	Horseshoe Council Bluffs LLC	HBR Realty Company LLC Harveys BR Management Company, Inc.
2.	Harrah’s Council Bluffs	Iowa	Harrah's Council Bluffs LLC	Harveys Iowa Management Company LLC CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.
3.	Harrah’s Metropolis	Illinois	Harrah's Metropolis LLC	Southern Illinois Riverboat/Casino Cruises LLC
4.	Horseshoe Hammond	Indiana	New Horseshoe Hammond LLC	Horseshoe Hammond, LLC
5.	Horseshoe Bossier City	Louisiana	Horseshoe Bossier City Prop LLC	Horseshoe Entertainment
6.	Harrah’s North Kansas City	Missouri	New Harrah's North Kansas City LLC	Harrah’s North Kansas City LLC
7.	Harrah’s Gulf Coast (formerly known as Grand Biloxi Casino Hotel) and Biloxi Land	Mississippi	Grand Biloxi LLC	Grand Casinos of Biloxi, LLC Casino Computer Programming, Inc.
8.	Horseshoe Tunica	Mississippi and Arkansas	Horseshoe Tunica LLC	Robinson Property Group LLC

Annex A-1

9.	Tunica Roadhouse	Mississippi	New Tunica Roadhouse LLC	Tunica Roadhouse LLC
10.	Caesars Atlantic City (includes Wild Wild West and Block 488 Parcel)	New Jersey	Caesars Atlantic City LLC Bally's Atlantic City LLC	Boardwalk Regency LLC Caesars New Jersey LLC
11.	Harrah’s Lake Tahoe	Nevada	Harrah's Lake Tahoe LLC	Harveys Tahoe Management Company LLC CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.
12.	Harvey’s Lake Tahoe	Nevada and California	Harvey's Lake Tahoe LLC	Harveys Tahoe Management Company LLC
13.	Reno Billboard Parcel	Nevada	Harrah's Reno LLC	CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.
14.	Las Vegas Land Assemblage Properties	Nevada	Vegas Development LLC	Hole in the Wall, LLC CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.
15.	Harrah’s Airplane Hangar	Nevada	Vegas Operating Property LLC	CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.

Annex A-2

16.	Land Leftover from Harrah’s Gulfport	Mississippi	Propco Gulfport LLC	CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.
17.	Vacant Land at Turfway Park	Kentucky	Miscellaneous Land LLC	CEOC, LLC, successor in interest by merger to Caesars Entertainment Operating Company, Inc.
18.	Harrah’s Philadelphia	Pennsylvania	Philadelphia Propco LLC	Chester Downs and Marina, LLC
19.	Harrah’s Atlantic City	New Jersey	Harrah’s Atlantic City LLC	Harrah’s Atlantic City Operating Company, LLC
20.	Harrah’s Laughlin	Nevada	New Laughlin Owner LLC	Harrah’s Laughlin, LLC
21.	Harrah’s New Orleans	Louisiana	Harrah’s New Orleans LLC	Jazz Casino Company, L.L.C.

Annex A-3

Annex B

Splendora Property

Lot 2, Block 2, White Oak Plantation Subdivision, Section 2, a subdivision in Montgomery County, Texas, according to the map or plat thereof recorded in Cabinet C, Sheet 198A, Map Records of Montgomery County, Texas.

Annex B-1

EX-31.1

Exhibit 31.1

I, Edward B. Pitoniak, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of VICI Properties Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	October 27, 2022
		By:	/s/ EDWARD B. PITONIAK
			Edward B. Pitoniak
			Chief Executive Officer

EX-31.2

Exhibit 31.2

I, David Kieske, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of VICI Properties Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	October 27, 2022
		By:	/s/ DAVID A. KIESKE
			David A. Kieske
			Chief Financial Officer

EX-31.3

Exhibit 31.3

I, Edward B. Pitoniak, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of VICI Properties L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	October 27, 2022
		By:	/s/ EDWARD B. PITONIAK
			Edward B. Pitoniak
			Chief Executive Officer

EX-31.4

Exhibit 31.4

I, David Kieske, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of VICI Properties L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	October 27, 2022
		By:	/s/ DAVID A. KIESKE
			David A. Kieske
			Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties Inc. (the “Company”), hereby certifies, to such officer's knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	October 27, 2022
		By:	/s/ EDWARD B. PITONIAK
			Edward B. Pitoniak
			Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties Inc. (the “Company”), hereby certifies, to such officer's knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	October 27, 2022
		By:	/s/ DAVID A. KIESKE
			David A. Kieske
			Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.3

Exhibit 32.3

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties L.P. (the “Partnership”), hereby certifies, to such officer's knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Partnership for the quarterly period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date:	October 27, 2022
		By:	/s/ EDWARD B. PITONIAK
			Edward B. Pitoniak
			Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.4

Exhibit 32.4

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VICI Properties L.P. (the “Partnership”), hereby certifies, to such officer's knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Partnership for the quarterly period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date:	October 27, 2022
		By:	/s/ DAVID A. KIESKE
			David A. Kieske
			Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Oct. 26, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-38372
Entity Registrant Name	VICI Properties Inc.
Entity Incorporation, State or Country Code	MD
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
Title of each class	Common stock, $0.01 par value
Trading Symbol	VICI
Name of each exchange on which registered	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		963,097,848
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Central Index Key	0001705696
Current Fiscal Year End Date	--12-31
VICI Properties LP
Document Information [Line Items]
Entity File Number	333-264352-01
Entity Registrant Name	VICI Properties L.P.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	35-2576503
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		0
Entity Central Index Key	0001920791

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VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands		Sep. 30, 2022	Dec. 31, 2021
Real estate portfolio:
Investments in leases - sales-type, net		$ 17,011,585	$ 13,136,664
Investment in unconsolidated affiliate		1,463,230	0
Land		153,560	153,576
Cash and cash equivalents		518,383	739,614
Short-term investments		207,722	0
Other assets		932,081	424,693
Total assets		37,307,982	17,597,373
Liabilities
Debt, net		13,730,503	4,694,523
Accrued expenses and deferred revenue		202,888	113,530
Dividends and distributions payable		380,174	226,309
Other liabilities		932,120	375,837
Total liabilities		15,245,685	5,410,199
Commitments and contingent liabilities (Note 10)
Stockholders’ equity
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 963,093,424 and 628,942,092 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		9,631	6,289
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at September 30, 2022 and December 31, 2021		0	0
Additional paid-in capital		21,641,945	11,755,069
Accumulated other comprehensive income		191,314	884
Retained (deficit) earnings		(133,311)	346,026
Total VICI stockholders’ equity		21,709,579	12,108,268
Non-controlling interests		352,718	78,906
Total stockholders’ equity		22,062,297	12,187,174
Total liabilities and stockholders’ equity		37,307,982	17,597,373
Investments in leases - financing receivables, net
Real estate portfolio:
Notes receivable	[1]	16,441,616	2,644,824
Investments in loans, net
Real estate portfolio:
Notes receivable	[1]	$ 579,805	$ 498,002

[1] Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

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VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,350,000,000	1,350,000,000
Common stock, shares issued (in shares)	963,093,424	628,942,092
Common stock, shares outstanding (in shares)	963,093,424	628,942,092
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares outstanding (in shares)	0	0
Sales-type and direct financing, allowance for credit losses	$ 687,386	$ 434,852
Other assets (sales-type sub-leases), allowance for credit losses	22,046	6,540
Investments in leases - financing receivables, net
Allowance for credit losses	660,814	91,124
Investments in loans, net
Allowance for credit losses	$ 6,013	$ 773

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VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues
Income from sales-type leases	$ 376,048	$ 292,059	$ 1,077,952	$ 873,337
Income from lease financing receivables and loans	350,945	70,205	685,544	210,578
Other income	17,862	6,936	41,811	20,897
Golf revenues	6,688	6,504	25,484	21,602
Total revenues	751,543	375,704	1,830,791	1,126,414
Operating expenses
General and administrative	12,063	8,379	33,311	24,092
Depreciation	816	771	2,371	2,320
Other expenses	17,862	6,936	41,811	20,897
Golf expenses	5,186	5,143	16,330	14,881
Change in allowance for credit losses	232,763	9,031	865,459	(24,453)
Transaction and acquisition expenses	1,947	177	19,366	9,689
Total operating expenses	270,637	30,437	978,648	47,426
Income from unconsolidated affiliate	22,719	0	37,853	0
Interest expense	(169,354)	(165,099)	(370,624)	(321,953)
Interest income	3,024	26	3,897	75
Loss from extinguishment of debt	0	(15,622)	0	(15,622)
Income before income taxes	337,295	164,572	523,269	741,488
Income tax expense	(417)	(388)	(1,844)	(2,128)
Net income	336,878	164,184	521,425	739,360
Less: Net income attributable to non-controlling interests	(5,973)	(2,322)	(7,843)	(6,988)
Net income attributable to common stockholders	$ 330,905	$ 161,862	$ 513,582	$ 732,372
Net income per common share
Basic (in dollars per share)	$ 0.34	$ 0.29	$ 0.61	$ 1.35
Diluted (in dollars per share)	$ 0.34	$ 0.28	$ 0.60	$ 1.31
Weighted average number of shares of common stock outstanding
Basic (in shares)	962,573,646	555,153,692	848,839,357	542,843,855
Diluted (in shares)	964,134,340	571,894,545	850,823,037	557,113,510
Other comprehensive income
Net income	$ 336,878	$ 164,184	$ 521,425	$ 739,360
Reclassification of derivative (gain) loss to Interest expense	(6,037)	64,239	(10,196)	64,239
Unrealized gain on cash flow hedges	0	6,576	200,550	28,282
Comprehensive income	330,841	234,999	711,779	831,881
Comprehensive income attributable to non-controlling interest	(5,897)	(2,322)	(7,715)	(6,988)
Comprehensive income attributable to common stockholders	$ 324,944	$ 232,677	$ 704,064	$ 824,893

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VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Total VICI Stockholders’ Equity	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Retained Earnings (Deficit)	Non-controlling Interests
Beginning balance at Dec. 31, 2020	$ 9,493,745	$ 9,415,839	$ 5,367	$ 9,363,539	$ (92,521)	$ 139,454	$ 77,906
Increase (Decrease) in Stockholders' Equity
Net income	272,099	269,801				269,801	2,298
Dividends and distributions declared	(179,288)	(177,217)				(177,217)	(2,071)
Stock-based compensation, net of forfeitures	758	758	3	755
Unrealized gain on cash flow hedges	12,378	12,378			12,378
Ending balance at Mar. 31, 2021	9,599,692	9,521,559	5,370	9,364,294	(80,143)	232,038	78,133
Beginning balance at Dec. 31, 2020	9,493,745	9,415,839	5,367	9,363,539	(92,521)	139,454	77,906
Increase (Decrease) in Stockholders' Equity
Net income	739,360
Reclassification of derivative (gain) loss to Interest expense	64,239
Ending balance at Sep. 30, 2021	12,128,786	12,050,107	6,289	11,752,852	0	290,966	78,679
Beginning balance at Mar. 31, 2021	9,599,692	9,521,559	5,370	9,364,294	(80,143)	232,038	78,133
Increase (Decrease) in Stockholders' Equity
Net income	303,077	300,709				300,709	2,368
Dividends and distributions declared	(179,295)	(177,223)				(177,223)	(2,072)
Stock-based compensation, net of forfeitures	2,267	2,267		2,267
Unrealized gain on cash flow hedges	9,328	9,328			9,328
Ending balance at Jun. 30, 2021	9,735,069	9,656,640	5,370	9,366,561	(70,815)	355,524	78,429
Increase (Decrease) in Stockholders' Equity
Net income	164,184	161,862				161,862	2,322
Issuance of common stock, net	2,384,815	2,384,815	919	2,383,896
Dividends and distributions declared	(228,492)	(226,420)				(226,420)	(2,072)
Stock-based compensation, net of forfeitures	2,395	2,395		2,395
Unrealized gain on cash flow hedges	6,576	6,576			6,576
Reclassification of derivative (gain) loss to Interest expense	64,239	64,239			64,239
Ending balance at Sep. 30, 2021	12,128,786	12,050,107	6,289	11,752,852	0	290,966	78,679
Beginning balance at Dec. 31, 2021	12,187,174	12,108,268	6,289	11,755,069	884	346,026	78,906
Increase (Decrease) in Stockholders' Equity
Net income	242,688	240,383				240,383	2,305
Issuance of common stock, net	3,218,097	3,218,097	1,190	3,216,907
Dividends and distributions declared	(272,703)	(270,600)				(270,600)	(2,103)
Stock-based compensation, net of forfeitures	(81)	(81)	5	(86)
Unrealized gain on cash flow hedges	108,611	108,611			108,611
Ending balance at Mar. 31, 2022	15,483,786	15,404,678	7,484	14,971,890	109,495	315,809	79,108
Beginning balance at Dec. 31, 2021	12,187,174	12,108,268	6,289	11,755,069	884	346,026	78,906
Increase (Decrease) in Stockholders' Equity
Net income	521,425
Reclassification of derivative (gain) loss to Interest expense	(10,196)
Ending balance at Sep. 30, 2022	22,062,297	21,709,579	9,631	21,641,945	191,314	(133,311)	352,718
Beginning balance at Mar. 31, 2022	15,483,786	15,404,678	7,484	14,971,890	109,495	315,809	79,108
Increase (Decrease) in Stockholders' Equity
Net income	(58,141)	(57,706)				(57,706)	(435)
Issuance of common stock, net	6,572,231	6,572,231	2,147	6,570,084
Issuance of VICI OP Units	374,769						374,769
Reallocation of equity	4,404	98,977		99,029	(52)		(94,573)
Dividends and distributions declared	(353,178)	(346,713)				(346,713)	(6,465)
Stock-based compensation, net of forfeitures	3,236	3,195		3,195			41
Unrealized gain on cash flow hedges	91,939	91,939			91,939
Reclassification of derivative (gain) loss to Interest expense	(4,159)	(4,107)			(4,107)		(52)
Ending balance at Jun. 30, 2022	22,114,887	21,762,494	9,631	21,644,198	197,275	(88,610)	352,393
Increase (Decrease) in Stockholders' Equity
Net income	336,878	330,905				330,905	5,973
Reallocation of equity	(4,404)	(5,702)		(5,702)	0		1,298
Dividends and distributions declared	(382,520)	(375,606)				(375,606)	(6,914)
Stock-based compensation, net of forfeitures	3,493	3,449		3,449			44
Reclassification of derivative (gain) loss to Interest expense	(6,037)	(5,961)			(5,961)		(76)
Ending balance at Sep. 30, 2022	$ 22,062,297	$ 21,709,579	$ 9,631	$ 21,641,945	$ 191,314	$ (133,311)	$ 352,718

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VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.3900	$ 0.3600	$ 0.3600	$ 0.3600	$ 0.3300	$ 0.3300

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VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net income	$ 521,425	$ 739,360
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(230,522)	(89,714)
Stock-based compensation	9,359	7,067
Non-cash transaction costs	8,816	0
Depreciation	2,371	2,320
Amortization of debt issuance costs and original issue discount	28,099	50,723
Change in allowance for credit losses	865,459	(24,453)
Income from unconsolidated affiliate	(37,853)	0
Distributions from unconsolidated affiliate	40,437	0
Net proceeds from settlement of derivatives	201,433	0
Loss from extinguishment of debt	0	(15,622)
Change in operating assets and liabilities:
Other assets	(4,052)	2,694
Accrued expenses and deferred revenue	50,676	(94,542)
Other liabilities	(171)	1,847
Net cash provided by operating activities	1,455,477	610,924
Cash flows from investing activities
Net cash paid in connection with MGP Transactions	(4,574,536)	0
Investments in leases - sales-type	(4,012,845)	0
Investments in leases - financing receivables	0	(6,000)
Investments in loans	(87,166)	(19,161)
Principal repayments of lease financing receivables	0	1,651
Principal repayments of loans and receipts of deferred fees	1,130	30,448
Capitalized transaction costs	(6,801)	(9,215)
Investments in short-term investments	(207,722)	0
Maturities of short-term investments	0	19,973
Proceeds from sale of real estate	0	3,813
Acquisition of property and equipment	(1,158)	(1,653)
Net cash (used in) provided by investing activities	(8,889,098)	19,856
Cash flows from financing activities
Proceeds from offering of common stock, net	3,219,101	2,386,129
Proceeds from April 2022 Notes offering	5,000,000	0
Proceeds from Revolving Credit Facility	600,000	0
Repayment of Term Loan B Facility	0	(2,100,000)
Repayment of Revolving Credit Facility	(600,000)	0
Debt issuance costs	(146,176)	(23,166)
Repurchase of stock for tax withholding	(6,118)	(1,647)
Distributions to non-controlling interests	(10,711)	(6,215)
Dividends paid	(843,706)	(532,360)
Net cash provided by (used in) financing activities	7,212,390	(277,259)
Net (decrease) increase in cash, cash equivalents and restricted cash	(221,231)	353,521
Cash, cash equivalents and restricted cash, beginning of period	739,614	315,993
Cash, cash equivalents and restricted cash, end of period	518,383	669,514
Supplemental cash flow information:
Cash paid for interest	290,119	272,574
Cash paid for income taxes	2,306	1,790
Supplemental non-cash investing and financing activity:
Dividends and distributions declared, not paid	380,377	226,420
Debt issuance costs payable	13	50,716
Deferred transaction costs payable	1,479	12,426
Equity issuance costs payable	0	350
Non-cash change in Investments in leases - financing receivables	120,709	15,292
Lease liabilities arising from obtaining right-of-use assets	$ 541,676	$ 0

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VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands		Sep. 30, 2022	Dec. 31, 2021
Real estate portfolio:
Investments in leases - sales-type, net		$ 17,011,585	$ 13,136,664
Investment in unconsolidated affiliate		1,463,230	0
Land		153,560	153,576
Cash and cash equivalents		518,383	739,614
Short-term investments		207,722	0
Other assets		932,081	424,693
Total assets		37,307,982	17,597,373
Liabilities
Debt, net		13,730,503	4,694,523
Accrued expenses and deferred revenue		202,888	113,530
Distributions payable		380,174	226,309
Other liabilities		932,120	375,837
Total liabilities		15,245,685	5,410,199
Commitments and contingent liabilities (Note 10)
Partners’ Capital
Accumulated other comprehensive income		191,314	884
Total liabilities and stockholders’ equity		37,307,982	17,597,373
VICI Properties LP
Real estate portfolio:
Investments in leases - sales-type, net		17,011,585	13,136,664
Investment in unconsolidated affiliate		1,463,230	0
Land		153,560	153,576
Cash and cash equivalents		455,343	705,566
Short-term investments		207,722	0
Other assets		853,382	344,014
Total assets		37,166,243	17,482,646
Liabilities
Debt, net		13,730,503	4,694,523
Accrued expenses and deferred revenue		198,943	110,056
Distributions payable		380,377	226,309
Other liabilities		917,393	361,270
Total liabilities		15,227,216	5,392,158
Commitments and contingent liabilities (Note 10)
Partners’ Capital
Partners’ capital, 975,324,797 and 628,942,092 operating partnership units issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		21,669,219	12,010,698
Accumulated other comprehensive income		191,238	884
Total VICI LP’s capital		21,860,457	12,011,582
Non-controlling interest		78,570	78,906
Total capital attributable to partners		21,939,027	12,090,488
Total liabilities and stockholders’ equity		37,166,243	17,482,646
Investments in leases - financing receivables, net
Real estate portfolio:
Notes receivable	[1]	16,441,616	2,644,824
Investments in leases - financing receivables, net | VICI Properties LP
Real estate portfolio:
Notes receivable	[2]	16,441,616	2,644,824
Investments in loans, net
Real estate portfolio:
Notes receivable	[1]	579,805	498,002
Investments in loans, net | VICI Properties LP
Real estate portfolio:
Notes receivable	[2]	$ 579,805	$ 498,002

[1] Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

[2] Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

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VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Sales-type and direct financing, allowance for credit losses	$ 687,386	$ 434,852
Other assets (sales-type sub-leases), allowance for credit losses	22,046	6,540
Investments in leases - financing receivables, net
Allowance for credit losses	660,814	91,124
Investments in loans, net
Allowance for credit losses	$ 6,013	$ 773
VICI Properties LP
Operating partnership units issued (in shares)	975,324,797	628,942,092
Operating partnership units outstanding (in shares)	975,324,797	628,942,092
Sales-type and direct financing, allowance for credit losses	$ 687,400	$ 434,900
Other assets (sales-type sub-leases), allowance for credit losses	22,000	6,500
VICI Properties LP | Investments in leases - financing receivables, net
Allowance for credit losses	660,800	91,100
VICI Properties LP | Investments in loans, net
Allowance for credit losses	$ 6,000	$ 800

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VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues
Income from sales-type leases	$ 376,048	$ 292,059	$ 1,077,952	$ 873,337
Income from lease financing receivables and loans	350,945	70,205	685,544	210,578
Other income	17,862	6,936	41,811	20,897
Total revenues	751,543	375,704	1,830,791	1,126,414
Operating expenses
General and administrative	12,063	8,379	33,311	24,092
Depreciation	816	771	2,371	2,320
Other expenses	17,862	6,936	41,811	20,897
Change in allowance for credit losses	232,763	9,031	865,459	(24,453)
Transaction and acquisition expenses	1,947	177	19,366	9,689
Total operating expenses	270,637	30,437	978,648	47,426
Income from unconsolidated affiliate	22,719	0	37,853	0
Interest expense	(169,354)	(165,099)	(370,624)	(321,953)
Interest income	3,024	26	3,897	75
Loss from extinguishment of debt	0	(15,622)	0	(15,622)
Income before income taxes	337,295	164,572	523,269	741,488
Income tax expense	(417)	(388)	(1,844)	(2,128)
Net income	336,878	164,184	521,425	739,360
Less: Net income attributable to non-controlling interests	(5,973)	(2,322)	(7,843)	(6,988)
Net income attributable to common stockholders	$ 330,905	$ 161,862	$ 513,582	$ 732,372
Net income per common share
Basic (in dollars per share)	$ 0.34	$ 0.29	$ 0.61	$ 1.35
Diluted (in dollars per share)	$ 0.34	$ 0.28	$ 0.60	$ 1.31
Weighted average number of shares of common stock outstanding
Basic (in shares)	962,573,646	555,153,692	848,839,357	542,843,855
Diluted (in shares)	964,134,340	571,894,545	850,823,037	557,113,510
Other comprehensive income
Net income attributable to common stockholders	$ 330,905	$ 161,862	$ 513,582	$ 732,372
Reclassification of derivative (gain) loss to Interest expense	(6,037)	64,239	(10,196)	64,239
Unrealized gain on cash flow hedges	0	6,576	200,550	28,282
Comprehensive income attributable to common stockholders	324,944	232,677	704,064	824,893
VICI Properties LP
Revenues
Income from sales-type leases	376,048	292,059	1,077,952	873,337
Income from lease financing receivables and loans	350,945	70,205	685,544	210,578
Other income	17,862	6,936	41,811	20,897
Total revenues	744,855	369,200	1,805,307	1,104,812
Operating expenses
General and administrative	12,055	8,379	33,303	24,092
Depreciation	31	29	90	92
Other expenses	17,862	6,936	41,811	20,897
Change in allowance for credit losses	232,763	9,031	865,459	(24,453)
Transaction and acquisition expenses	1,947	177	19,366	9,689
Total operating expenses	264,658	24,552	960,029	30,317
Income from unconsolidated affiliate	22,719	0	37,853	0
Interest expense	(169,354)	(165,099)	(370,624)	(321,953)
Interest income	2,735	23	3,378	61
Loss from extinguishment of debt	0	(15,622)	0	(15,622)
Income before income taxes	336,297	163,950	515,885	736,981
Income tax expense	(245)	(245)	(328)	(1,128)
Net income	336,052	163,705	515,557	735,853
Less: Net income attributable to non-controlling interests	(1,781)	(2,322)	(5,973)	(6,988)
Net income attributable to common stockholders	$ 334,271	$ 161,383	$ 509,584	$ 728,865
Net income per common share
Basic (in dollars per share)	$ 0.34	$ 0.29	$ 0.60	$ 1.34
Diluted (in dollars per share)	$ 0.34	$ 0.28	$ 0.59	$ 1.31
Weighted average number of shares of common stock outstanding
Basic (in shares)	974,805,019	555,153,692	855,783,910	542,843,855
Diluted (in shares)	976,365,713	571,894,545	857,767,590	557,113,510
Other comprehensive income
Net income attributable to common stockholders	$ 334,271	$ 161,383	$ 509,584	$ 728,865
Reclassification of derivative (gain) loss to Interest expense	(6,037)	64,239	(10,196)	64,239
Unrealized gain on cash flow hedges	0	6,576	200,550	28,282
Comprehensive income attributable to common stockholders	$ 328,234	$ 232,198	$ 699,938	$ 821,386

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VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) - USD ($) $ in Thousands	Total	VICI Properties LP	VICI Properties LP Limited Partner	VICI Properties LP Accumulated Other Comprehensive (Loss) Income	VICI Properties LP Non-controlling Interests
Beginning balance at Dec. 31, 2020		$ 9,403,179	$ 9,417,794	$ (92,521)	$ 77,906
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)		270,891	268,593		2,298
Contributions from parent		13,173	13,173
Distributions to parent		(189,915)	(189,915)
Distributions to non-controlling interest		(2,071)			(2,071)
Stock-based compensation, net of forfeitures	$ 758	2,252	2,252
Unrealized gain on cash flow hedges	12,378	12,378		12,378
Ending balance at Mar. 31, 2021		9,509,887	9,511,897	(80,143)	78,133
Beginning balance at Dec. 31, 2020		9,403,179	9,417,794	(92,521)	77,906
Increase (Decrease) in Partners' Capital [Roll Forward]
Reclassification of derivative (gain) loss to Interest expense	64,239	64,239
Ending balance at Sep. 30, 2021		12,035,925	11,957,246	0	78,679
Beginning balance at Mar. 31, 2021		9,509,887	9,511,897	(80,143)	78,133
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)		301,257	298,889		2,368
Contributions from parent		3,152	3,152
Distributions to parent		(180,744)	(180,744)
Distributions to non-controlling interest		(2,072)			(2,072)
Stock-based compensation, net of forfeitures	2,267	2,366	2,366
Unrealized gain on cash flow hedges	9,328	9,328		9,328
Ending balance at Jun. 30, 2021		9,643,174	9,635,560	(70,815)	78,429
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)		163,705	161,383		2,322
Contributions from parent		2,386,874	2,386,874
Distributions to parent		(228,937)	(228,937)
Distributions to non-controlling interest		(2,072)			(2,072)
Stock-based compensation, net of forfeitures	2,395	2,366	2,366
Unrealized gain on cash flow hedges	6,576	6,576		6,576
Reclassification of derivative (gain) loss to Interest expense	64,239	64,239		64,239
Ending balance at Sep. 30, 2021		12,035,925	11,957,246	0	78,679
Beginning balance at Dec. 31, 2021		12,090,488	12,010,698	884	78,906
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)		240,653	238,348		2,305
Contributions from parent		3,229,165	3,229,165
Distributions to parent		(281,990)	(281,990)
Distributions to non-controlling interest		(2,103)			(2,103)
Stock-based compensation, net of forfeitures	(81)	2,602	2,602
Unrealized gain on cash flow hedges	108,611	108,611		108,611
Ending balance at Mar. 31, 2022		15,387,426	15,198,823	109,495	79,108
Beginning balance at Dec. 31, 2021		12,090,488	12,010,698	884	78,906
Increase (Decrease) in Partners' Capital [Roll Forward]
Reclassification of derivative (gain) loss to Interest expense	(10,196)	(10,196)
Ending balance at Sep. 30, 2022		21,939,027	21,669,219	191,238	78,570
Beginning balance at Mar. 31, 2022		15,387,426	15,198,823	109,495	79,108
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)		(61,148)	(63,035)		1,887
Contributions from parent		6,949,119	6,949,119
Distributions to parent		(375,626)	(375,626)
Distributions to non-controlling interest		(2,062)			(2,062)
Stock-based compensation, net of forfeitures	3,236	3,236	3,236
Unrealized gain on cash flow hedges	91,939	91,939		91,939
Reclassification of derivative (gain) loss to Interest expense	(4,159)	(4,159)		(4,159)
Ending balance at Jun. 30, 2022		21,988,725	21,712,517	197,275	78,933
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)		336,052	334,271		1,781
Contributions from parent		142	142
Distributions to parent		(381,204)	(381,204)
Distributions to non-controlling interest		(2,144)			(2,144)
Stock-based compensation, net of forfeitures	3,493	3,493	3,493
Reclassification of derivative (gain) loss to Interest expense	$ (6,037)	(6,037)		(6,037)
Ending balance at Sep. 30, 2022		$ 21,939,027	$ 21,669,219	$ 191,238	$ 78,570

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VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net income	$ 521,425	$ 739,360
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(230,522)	(89,714)
Stock-based compensation	9,359	7,067
Depreciation	2,371	2,320
Amortization of debt issuance costs and original issue discount	28,099	50,723
Change in allowance for credit losses	865,459	(24,453)
Income from unconsolidated affiliate	(37,853)	0
Distributions from unconsolidated affiliate	40,437	0
Net proceeds from settlement of derivatives	201,433	0
Loss from extinguishment of debt	0	15,622
Change in operating assets and liabilities:
Other assets	(4,052)	2,694
Accrued expenses and deferred revenue	50,676	(94,542)
Other liabilities	(171)	1,847
Net cash provided by operating activities	1,455,477	610,924
Cash flows from investing activities
Net cash paid in connection with MGP Transactions	(4,574,536)	0
Investments in leases - sales-type	(4,012,845)	0
Investments in leases - financing receivables	0	(6,000)
Investments in loans	(87,166)	(19,161)
Principal repayments of lease financing receivables	0	1,651
Principal repayments of loans and receipts of deferred fees	1,130	30,448
Capitalized transaction costs	(6,801)	(9,215)
Investments in short-term investments	(207,722)	0
Maturities of short-term investments	0	19,973
Proceeds from sale of real estate	0	3,813
Acquisition of property and equipment	(1,158)	(1,653)
Net cash (used in) provided by investing activities	(8,889,098)	19,856
Cash flows from financing activities
Proceeds from April 2022 Notes offering	5,000,000	0
Proceeds from Revolving Credit Facility	600,000	0
Repayment of Term Loan B Facility	0	(2,100,000)
Repayment of Revolving Credit Facility	(600,000)	0
Debt issuance costs	(146,176)	(23,166)
Distributions to non-controlling interests	(10,711)	(6,215)
Net cash provided by (used in) financing activities	7,212,390	(277,259)
Net (decrease) increase in cash, cash equivalents and restricted cash	(221,231)	353,521
Cash, cash equivalents and restricted cash, beginning of period	739,614	315,993
Cash, cash equivalents and restricted cash, end of period	518,383	669,514
Supplemental cash flow information:
Cash paid for interest	290,119	272,574
Cash paid for income taxes	2,306	1,790
Supplemental non-cash investing and financing activity:
Debt issuance costs payable	13	50,716
Deferred transaction costs payable	1,479	12,426
Non-cash change in Investments in leases - financing receivables	120,709	15,292
Lease liabilities arising from obtaining right-of-use assets	541,676	0
VICI Properties LP
Cash flows from operating activities
Net income	515,557	735,853
Adjustments to reconcile net income to cash flows provided by operating activities:
Non-cash leasing and financing adjustments	(230,522)	(89,714)
Stock-based compensation	9,272	6,984
Depreciation	90	92
Amortization of debt issuance costs and original issue discount	28,099	50,723
Change in allowance for credit losses	865,459	(24,453)
Income from unconsolidated affiliate	(37,853)	0
Distributions from unconsolidated affiliate	40,437	0
Net proceeds from settlement of derivatives	201,433	0
Loss from extinguishment of debt	0	15,622
Change in operating assets and liabilities:
Other assets	(2,182)	3,936
Accrued expenses and deferred revenue	46,508	(94,172)
Other liabilities	(331)	296
Net cash provided by operating activities	1,435,967	605,167
Cash flows from investing activities
Net cash paid in connection with MGP Transactions	(4,574,536)	0
Investments in leases - sales-type	(4,012,845)	0
Investments in leases - financing receivables	0	(6,000)
Investments in loans	(87,166)	(19,161)
Principal repayments of lease financing receivables	0	1,651
Principal repayments of loans and receipts of deferred fees	1,130	30,448
Capitalized transaction costs	(6,801)	(9,215)
Investments in short-term investments	(207,722)	0
Maturities of short-term investments	0	19,973
Proceeds from sale of real estate	0	3,813
Acquisition of property and equipment	(65)	(15)
Net cash (used in) provided by investing activities	(8,888,005)	21,494
Cash flows from financing activities
Contributions from Parent	3,219,202	2,386,911
Distributions to Parent	(864,902)	(532,000)
Proceeds from April 2022 Notes offering	5,000,000	0
Proceeds from Revolving Credit Facility	600,000	0
Repayment of Term Loan B Facility	0	(2,100,000)
Repayment of Revolving Credit Facility	(600,000)	0
Debt issuance costs	(146,176)	(23,166)
Distributions to non-controlling interests	(6,309)	(6,215)
Net cash provided by (used in) financing activities	7,201,815	(274,470)
Net (decrease) increase in cash, cash equivalents and restricted cash	(250,223)	352,191
Cash, cash equivalents and restricted cash, beginning of period	705,566	286,245
Cash, cash equivalents and restricted cash, end of period	455,343	638,436
Supplemental cash flow information:
Cash paid for interest	290,119	272,574
Cash paid for income taxes	996	1,397
Supplemental non-cash investing and financing activity:
Distributions payable	380,377	226,420
Debt issuance costs payable	13	50,716
Deferred transaction costs payable	1,479	12,426
Non-cash change in Investments in leases - financing receivables	120,709	15,292
Lease liabilities arising from obtaining right-of-use assets	$ 541,676	$ 0

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Business and Organization

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and Organization

Business and Organization

Business

We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple-net leases. As of September 30, 2022, our national, geographically diverse real estate portfolio consisted of 43 market-leading properties, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort. Our properties are leased to, and our tenants are, subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, EBCI, JACK Entertainment, MGM, PENN Entertainment and Seminole Hard Rock, with Caesars and MGM being our largest tenants. VICI also owns four championship golf courses located near certain of our properties.

VICI, the parent company, is a Maryland corporation and internally managed real estate investment trust (“REIT”) for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI OP and indirectly through VICI LP and our golf course business, VICI Golf, is conducted through a direct wholly-owned taxable REIT subsidiary (“TRS”) of VICI. As a REIT, 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.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements, including the notes thereto, are unaudited and condense or exclude some of the disclosures and information normally required in audited financial statements.

We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited Financial Statements and related notes should be read in conjunction with VICI’s audited financial statements and notes thereto included in VICI’s most recent Annual Report on Form 10-K and VICI LP’s audited financial statements and notes thereto included as an exhibit to the Current Report on Form 8-K filed on April 18, 2022, as updated from time to time in our other filings with the SEC.

All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates.

Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Principles of Consolidation

The accompanying consolidated financial statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary.

Non-controlling Interests

We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of September 30, 2022, VICI’s non-controlling interests represent an approximate 1.3% third-party ownership of VICI OP in the form of VICI OP Units and a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease. As VICI OP is a parent entity of VICI LP, VICI LP’s only non-controlling interest is that of third-party ownership of Harrah’s Joliet LandCo LLC.

Cash, Cash Equivalents and Restricted Cash

Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of September 30, 2022 and December 31, 2021, we did not have any restricted cash.

Investments in Leases - Sales-type, Net

We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.

We have determined that the land and building components of all of the Caesars Leases (excluding the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City real estate asset components (the “Harrah’s Call Properties”) of the Caesars Regional Master Lease), Century Master Lease, Hard Rock Cincinnati Lease, PENN Entertainment Leases, Southern Indiana Lease, and Venetian Lease meet the definition of a sales-type lease under ASC 842.

Investments in Leases - Financing Receivables, Net

In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.

We determined that the land and building components of the MGM Master Lease, JACK Cleveland/Thistledown Lease and the Harrah’s Call Properties asset components of the Caesars Regional Master Lease meet the definition of a sales-type lease and, since we purchased and leased the assets back to the sellers under sale leaseback transactions, control is not considered to have transferred to us under GAAP. Accordingly, the MGM Master Lease, JACK Cleveland/Thistledown Lease and the Harrah’s Call Properties component of the Caesars Regional Master Lease are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310.

Lease Term

We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the Lease Agreements and the lack of suitable replacement assets.

Investment in Unconsolidated Affiliate

We account for our investment in unconsolidated affiliate using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of the investment. Our equity method investment represents our 50.1% ownership interest in the BREIT JV, which was acquired in the MGP Transactions and, as a result, was recorded at relative fair value. The difference in basis between our share of the carrying value of the BREIT JV and the relative fair value upon acquisition is amortized into Income from unconsolidated affiliate over the estimated useful life of the respective underlying real estate assets, the remaining lease term of the BREIT JV Lease, or the remaining term of the assumed debt, as applicable.

We assess our investment in unconsolidated affiliate for recoverability and, if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value.

Income from Leases and Lease Financing Receivables

We recognize the related income from our sales-type leases and lease financing receivables on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under sales-type leases and lease financing receivables will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.

Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations.

Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.

Investments in Loans, net

Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.

Allowance for Credit Losses

ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans.

We have elected to use a discounted cash flow model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease or loan and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected credit loss cash flows.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and borrowers and their parent guarantors, as applicable, over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and borrowers and their parent guarantors, as applicable. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-Term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant or borrower and parent guarantor, as applicable, and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-Term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over

approximately the past 40 years that have similar credit profiles or characteristics to our tenants, borrowers and their parent guarantors, as applicable. We are unable to use our historical data to estimate losses as we have no loss history to date.

The CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Sales-type sub-leases included in Other assets on our Balance Sheet. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Statement of Operations for the relevant period.

We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties through the Partner Property Growth Fund. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers' and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for all of our other investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheet.

Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2022 and 2021.

Refer to Note 5 - Allowance for Credit Losses for further information.

Other income and Other expenses

Other income primarily represents sub-lease income related to certain ground and use leases. Under the Lease Agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under these certain ground and use leases.

Fair Value Measurements

We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets or on other “observable” market inputs, and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.

Refer to Note 9 - Fair Value for further information.

Derivative Financial Instruments

We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged transactions. If it is determined that a

derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in Net income prospectively. If the hedge relationship is terminated, then the value of the derivative previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.

We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.

Concentrations of Credit Risk

Caesars and MGM are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they respectively lease from us. Revenue from Caesars, which includes the Caesars Leases, represented 39% and 49% of our lease revenues for the three and nine months ended September 30, 2022, respectively, and 85% and 86% of our lease revenues for the three and nine months ended September 30, 2021, respectively. Revenue from MGM, which includes the MGM Master Lease and our proportionate share of the BREIT JV Lease, represented 43% and 30% of our lease revenues for the three and nine months ended September 30, 2022, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 47% and 45% of our lease revenues for the three and nine months ended September 30, 2022, respectively, and 32% of our lease revenues for the three and nine months ended September 30, 2021. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

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Real Estate Transactions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Real Estate Transactions

Real Estate Transactions

2022 Property Acquisitions

Rocky Gap Casino

On August 24, 2022, we and Century Casinos entered into definitive agreements to acquire Rocky Gap Casino Resort (“Rocky Gap Casino”), located in Flintstone, Maryland, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million. Pursuant to the transaction agreements, we will acquire an interest in the land and buildings associated with Rocky Gap Casino for approximately $203.9 million, and Century Casinos will acquire the operating assets of the property for approximately $56.1 million. Simultaneous with the closing of the transaction, the Century Master Lease will be amended to include Rocky Gap Casino, and annual rent under the Century Master Lease will increase by $15.5 million. Additionally, the terms of the Century Master Lease will be extended such that, upon closing of the transaction, the lease will have a full 15-year initial base lease term remaining, with four 5-year tenant renewal options. The tenant’s obligations under the Century Master Lease will continue to be guaranteed by Century Casinos. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in mid-2023.

MGP Transactions

On April 29, 2022, we closed on the previously announced MGP Transactions governed by the MGP Master Transaction Agreement, pursuant to which we acquired MGP for total consideration of $11.6 billion, plus the assumption of approximately $5.7 billion principal amount of debt, inclusive of our 50.1% share of the BREIT JV CMBS debt. Upon closing, the MGP Transactions added $1,012.0 million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties spread across nine regions and comprising 36,000 hotel rooms, 3.6 million square feet of meeting and convention space and hundreds of food, beverage and entertainment venues.

The acquired portfolio, including properties owned by the BREIT JV, includes seven large-scale entertainment and gaming-related properties located on the Las Vegas Strip: Mandalay Bay, MGM Grand Las Vegas, The Mirage, Park MGM, New York-New York (and The Park, a dining and entertainment district located between New York-New York and Park MGM), Luxor and Excalibur. Outside of Las Vegas, we also acquired eight high-quality casino resort properties pursuant to the MGP Transactions: MGM Grand Detroit in Detroit, Michigan, Beau Rivage in Biloxi, Mississippi, Gold Strike Tunica in Tunica, Mississippi, Borgata in Atlantic City, New Jersey, MGM National Harbor in Prince George’s County, Maryland, MGM Northfield Park in Northfield, Ohio, Empire City in Yonkers, New York and MGM Springfield in Springfield, Massachusetts.

The acquired portfolio includes two of the five largest hotels in the United States and two of the three largest Las Vegas resorts by room count and convention space.

The following is a summary of the agreements and related activities under the MGP Transactions:

•MGP Master Transaction Agreement. On August 4, 2021, we entered into the MGP Master Transaction Agreement by and among the Company, MGP, MGP OP, VICI LP, REIT Merger Sub, VICI OP, and MGM. Pursuant to the terms and subject to the conditions set forth in the MGP Master Transaction Agreement, upon the closing of the REIT Merger (as defined in the MGP Master Transaction Agreement) on April 29, 2022, each outstanding Class A common share, no par value per share, of MGP (“MGP Common Shares”) (other than MGP Common Shares then held in treasury by MGP or owned by any of MGP’s wholly owned subsidiaries) was converted into 1.366 (the “Exchange Ratio”) shares of common stock of the Company (such consideration, the “REIT Merger Consideration”), plus the right, if any, to receive cash in lieu of fractional shares of our common stock into which such MGP Common Shares would have been converted. The outstanding Class B common share, no par value per share, of MGP (the “Class B Share”), which was held by MGM, was cancelled at the effective time of the REIT Merger. The REIT Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

The number of MGP Common Shares converted to shares of VICI common stock was determined as follows:

MGP Common Shares outstanding as of April 29, 2022	156,757,773
Exchange Ratio	1.366
VICI common stock issued (1)	214,131,064
VICI common stock issued for MGP stock-based compensation awards	421,468
Total VICI common stock issued	214,552,532

____________________

(1) Amount excludes the cash paid in lieu of approximately 54 fractional MGP Common Shares.

Following the REIT Merger, pursuant to and subject to the terms set forth in the MGP Master Transaction Agreement, at the effective time of the Partnership Merger (as defined in the MGP Master Transaction Agreement), each limited partnership unit in MGP OP (other than the limited partnership units in MGP OP held by REIT Merger Sub or any subsidiary of MGP OP), all of which were held by MGM and certain of its subsidiaries, was converted into the right to receive a number of VICI OP Units (the “Partnership Merger Consideration”) equal to the Exchange Ratio. The Company redeemed a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash using the proceeds from the April 2022 Notes offering (the “Redemption”), as further described in Note 7 - Debt. Following the Redemption, MGM retained approximately 12.2 million VICI OP Units.

•MGM Master Lease and BREIT JV Lease. Simultaneous with the closing of the Mergers on April 29, 2022, we entered into the MGM Master Lease. The MGM Master Lease has an initial term of 25 years, with three 10-year tenant renewal options and has an initial total annual rent of $860.0 million. Rent under the MGM Master Lease escalates at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum or the increase in the consumer price index (“CPI”), subject to a 3.0% cap. The tenant’s obligations under the MGM Master Lease are guaranteed by MGM. The initial total annual rent under the MGM Master Lease will be reduced by (i) $90.0 million upon the close of MGM’s pending sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease, as further described below under “Mirage Severance Lease” and (ii) $40.0 million upon the close of MGM’s pending sale of the operations of Gold Strike to Cherokee Nation Businesses, L.L.C. (“CNB”) and entrance into the Gold Strike Lease (as defined below), as further described below under “Gold Strike Severance Lease”.

Additionally, we retained MGP’s 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 remained unchanged and provides for current total annual base rent of approximately $303.8 million, of which approximately $152.2 million is attributable to our investment in the BREIT JV, and an initial term of thirty 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 fifteen years and thereafter at the greater of 2.0% per annum or CPI, subject to a 3.0% cap. The tenant’s obligations under the BREIT JV Lease are guaranteed by MGM.

•Tax Protection Agreement. In connection with the closing of the MGP Transactions, we entered into a tax protection agreement with MGM (the “MGM Tax Protection Agreement”) pursuant to which VICI OP has agreed, subject to certain exceptions, for a period of 15 years following the closing of the Mergers (subject to early termination under certain circumstances), to indemnify MGM and certain of its subsidiaries (the “Protected Parties”) for certain tax liabilities resulting from (1) the sale, transfer, exchange or other disposition of a property owned directly or indirectly by MGP OP immediately prior to the closing date of the Mergers (each, a “Protected Property”), (2) a merger, consolidation, transfer of all assets of, or other significant transaction involving VICI OP pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part for cash or other property, (3) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to MGM, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (4) the failure of VICI OP or VICI to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties. In the event that VICI OP or VICI breaches restrictions in the MGM Tax Protection Agreement, VICI OP will be liable for grossed-up tax amounts associated with the income or gain recognized as a result of such breach. In addition, the BREIT JV previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring MGP, the Company bears its 50.1% proportionate share in the BREIT JV of any indemnity under this existing tax protection agreement.

•Exchange Offers and Consent Solicitations. On September 13, 2021, we announced that the VICI Issuers commenced (i) private exchange offers to certain eligible holders (collectively, the “Exchange Offers”) for any and all of each series of the MGP OP Notes for up to an aggregate principal amount of $4.2 billion of new notes issued by the VICI Issuers and (ii) consent solicitations with respect to each series of MGP OP Notes (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the MGP OP Notes (collectively, the “MGP OP Notes Indentures”), which, among other things, eliminate or modify certain of the covenants, restrictions, provisions and events of default in each of the MGP OP Notes Indentures.

Following the receipt of the requisite consents pursuant to the Consent Solicitations, on September 23, 2021, the MGP Issuers executed supplemental indentures to each of the MGP OP Notes Indentures in order to effect the proposed amendments (the “MGP OP Supplemental Indentures”). The MGP OP Supplemental Indentures became operative upon the settlement of the Exchange Offers and the Consent Solicitations on April 29, 2022 (the “Settlement Date”).

Upon completion of the Exchange Offers and Consent Solicitations, the VICI Issuers issued an aggregate principal amount of $4,110.0 million in Exchange Notes, each pursuant to a separate indenture dated as of April 29, 2022, among the VICI Issuers and the Trustee. Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, approximately $90.0 million aggregate principal amount of MGP OP Notes remain outstanding. See Note 7 - Debt for additional information.

•Mirage Lease. On December 13, 2021, in connection with MGM’s agreement to sell the operations of the Mirage Hotel & Casino (the “Mirage”), located in Las Vegas, NV, to Hard Rock, we agreed to enter into a new separate lease with Hard Rock related to the land and real estate assets of the Mirage (the “Mirage Lease”), and enter into an amendment to the MGM Master Lease relating to the sale of the Mirage. The Mirage Lease will have initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of the Mirage, the MGM Master Lease will be amended to account for MGM’s divestiture of the Mirage operations and will result in a reduction of the annual base rent under the MGM Master Lease by $90.0 million. We expect these transactions to be completed in the fourth quarter of 2022, and they remain subject to customary closing conditions and regulatory approvals. Additionally, subject to certain conditions, we may fund up to $1.5 billion of Hard Rock’s redevelopment plan for the Mirage through our Partner Property Growth Fund if Hard Rock elects to seek third-party financing for such redevelopment. Specific amounts and terms of the redevelopment and related funding remain under discussion and subject to final documentation.

•Gold Strike Lease. On June 9, 2022, in connection with MGM’s agreement to sell the operations of Gold Strike Casino Resort (“Gold Strike”), located in Tunica, MS, we agreed to enter into a new separate lease with CNB related to the land and real estate assets of Gold Strike (the “Gold Strike Lease”), and enter into an amendment to the MGM Master Lease relating to the sale of Gold Strike. The Gold Strike Lease will have initial annual base rent of $40.0 million with

other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of Gold Strike, the MGM Master Lease will be amended to account for MGM’s divestiture of the Gold Strike operations and will result in a reduction of the annual base rent under the MGM Master Lease by $40.0 million. We expect these transactions to be completed in the first half of 2023, and they remain subject to customary closing conditions and regulatory approvals.

We assessed the MGP Transactions in accordance with ASC 805—“Business Combinations” (“ASC 805”), and determined that the acquisition of MGP did not meet the definition of a business as substantially all the assets were concentrated in a group of similarly identifiable acquired assets, and did not include a substantive process in the form of an acquired workforce. Accordingly, the MGP Transactions were accounted for as an asset acquisition under ASC 805-50 and we determined the consideration transferred under the MGP Transactions was $11.6 billion, comprised of the following:

(In thousands)	Amount
REIT Merger Consideration (1)	$	6,568,480
Redemption payment to MGM	4,404,000
VICI OP Units retained by MGM (2)	374,769
Repayment of MGP revolving credit facility (3)	90,000
Transactions costs (4)	119,741
Total consideration transferred	$	11,556,990
Assumption of MGP OP Notes and Exchange Notes, at principal value	4,200,000
Assumption of our proportionate share of the BREIT JV CMBS debt, at principal value	1,503,000
Total purchase price	$	17,259,990

____________________

(1) Amount represents the dollar value of 214,375,990 shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $30.64 per share, which were issued in exchange for the MGP Common Shares outstanding immediately prior to the REIT Merger and certain of the MGP stock-based compensation awards, converted to shares of VICI common stock.

(2) Amount represents 12,231,373 VICI OP Units retained by MGM as non-controlling interest in VICI OP, multiplied by the VICI stock price at the time of closing of $30.64 per share.

(3) Represents the total amount outstanding under MGP’s revolving credit facility as of April 29, 2022. In connection with the MGP Transactions, such amount was repaid in full and the related credit agreement was terminated.

(4) In accordance with ASC 805-50, all direct and incremental costs related to the MGP Transactions, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred.

Under ASC 805-50, we allocated the purchase price by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the MGP Transactions:

(In thousands)	Amount
Investments in leases - financing receivables (1) (2)	$	14,245,868
Investment in unconsolidated affiliate (2) (3)	1,465,814
Cash and cash equivalents (4)	25,387
Other assets (4)	338,212
Debt, net (5)	(4,106,082)
Accrued expenses and deferred revenue (4)	(79,482)
Other liabilities (4)	(332,727)
Total net assets acquired	$	11,556,990

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(1) We valued the real estate portfolio at relative fair value using rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level operating performance and (iii) supply and demand dynamics of each property’s respective market. The multiples used ranged from 15.0x - 18.5x with a weighted average rent multiple of 16.7x, as determined using relative fair value.

(2) The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

(3) We value the Investment in unconsolidated affiliate at relative fair based on our percentage ownership of the net assets of the BREIT JV.

(4) Amounts represents their current carrying value which is equal to fair value. The Other assets and Other liabilities amounts include the gross presentation of certain MGP ground leases which we assumed in connection with the MGP Transactions.

(5) Amount represents the fair value of debt as of April 29, 2022, which was estimated as a $93.9 million discount to the notional value. The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

Concurrent with the closing of the MGP Transactions and entry into the MGM Master Lease, we assessed the lease classification of the MGM Master Lease and determined that it met the definition of a sales-type lease. Further, since MGM controlled and consolidated MGP prior to the MGP Transactions, the lease was assessed under the sale-leaseback guidance and determined to be a failed sale-leaseback under which the lease is accounted for as a financing receivable under ASC 310. Accordingly, the relative fair value of the MGP assets of $14.2 billion was recorded as an Investment in leases - financing receivable on our Balance Sheet, net of allowance for credit losses in the amount of $431.5 million.

In relation to the BREIT JV, we determined that such investment is accounted for as an equity method investment and, accordingly, have recorded the relative fair value as an Investment in unconsolidated affiliate on our Balance Sheet. The requirement to record our investment in the BREIT JV at relative fair value under ASC 805 results in a difference in our acquired basis from that of the underlying records, or historical cost basis, of the BREIT JV. Accordingly, we compared our proportionate share of the historical cost basis of the BREIT JV as of April 29, 2022 to our proportionate share of the relative fair value, the difference of which is amortized through Income from unconsolidated affiliate over the life of the related asset or liability. As of September 30, 2022, the carrying value of our investment exceeded the underlying historical cost basis of our Investment in unconsolidated affiliate resulting in a basis difference of $642.8 million.

Venetian Acquisition

On February 23, 2022, we closed on the previously announced transaction to acquire all of the land and real estate assets associated with the Venetian Resort from Las Vegas Sands Corp. (“LVS”) for $4.0 billion in cash, and the Venetian Tenant acquired the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is in the form of a secured term loan from LVS and the remainder was paid in cash. We funded the Venetian Acquisition with (i) $3.2 billion in net proceeds from the physical settlement of the March 2021 Forward Sale Agreements and the September 2021 Forward Sale Agreements, (ii) an initial draw on the Revolving Credit Facility of $600.0 million (which was subsequently repaid in full using a portion of the proceeds from the April 2022 Notes offering), and (iii) cash on hand. Simultaneous with the closing of the Venetian Acquisition, we entered into the Venetian Lease with the Venetian Tenant. The Venetian Lease has an initial total annual rent of $250.0 million and an initial term of 30 years, with two 10-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. We determined that the land and building components of the Venetian Lease meet the definition of a sales-type lease and accordingly are recorded as an Investments in leases - sales-type on our Balance Sheet, net of allowance for credit losses in the amount of $65.6 million.

In connection with the Venetian Acquisition, we entered into a Partner Property Growth Fund Agreement (“Venetian PGF”) with the Venetian Tenant. Under the Venetian PGF, we agreed to provide up to $1.0 billion for various development and construction projects affecting the Venetian Resort to be identified by the Venetian Tenant and that satisfy certain criteria more particularly set forth in the Venetian PGF, in consideration of additional incremental rent to be paid by the Venetian Tenant under the Venetian Lease and calculated in accordance with a formula set forth in the Venetian PGF. Upon execution of the Venetian PGF, we were required to estimate a CECL allowance related to the contractual commitments to extend credit, which is based on our best estimates of funding such commitments. Accordingly, during the three months ended March 31, 2022, we recorded an initial CECL allowance in Other liabilities in the amount of $8.3 million related to the estimate of our unfunded commitment under the Venetian PGF.

In addition, LVS agreed with the Venetian Tenant pursuant to an agreement (the “Contingent Lease Support Agreement”) entered into simultaneously 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 are a third-party beneficiary of the Contingent Lease Support Agreement and 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 are not guaranteed by Apollo 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.

2022 Loan Originations

The following table summarizes our 2022 development loan origination activity to date:

($ in Thousands)
Loan Name	Maximum Loan Amount		Loan Type	Development Project
Canyon Ranch Austin (1)	$	200,000	Senior Secured	Canyon Ranch Austin located in Austin, TX
Great Wolf Gulf Coast Texas	127,000		Mezzanine	532-room indoor water park resort located in Webster, TX
Great Wolf South Florida	59,000		Mezzanine	500-room indoor water park resort located in Collier County, FL
Cabot Citrus Farms	120,000		Senior Secured	Cabot Citrus Farms located in Brookdale, FL
BigShots	80,000		Senior Secured	Financed BigShots Golf Facilities throughout the United States
Total	$	586,000

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(1) The Canyon Ranch Austin Loan (as defined below) was originated subsequent to quarter end, on October 7, 2022.

Canyon Ranch Austin Loan

Subsequent to quarter end, on October 7, 2022, we entered into delayed draw term loan facility (the “Canyon Ranch Austin Loan”) with Canyon Ranch, a leading pioneer in global wellness, pursuant to which we agreed to provide up to $200.0 million of secured financing to fund the development of Canyon Ranch Austin in Austin, Texas.

In addition, we entered into the following agreements with Canyon Ranch:

•A call right agreement pursuant to which we will have the right to acquire the real estate assets of Canyon Ranch Austin for up to 24 months following stabilization (with the loan balance being settled in connection with the exercise of such call right), which transaction will be structured as a sale leaseback (with the simultaneous entry into a triple-net lease with Canyon Ranch that has an initial term of 25 years, with eight 5-year tenant renewal options).

•A purchase option agreement, pursuant to which we have an option to acquire the real estate assets associated with the existing Canyon Ranch Tucson and Canyon Ranch Lenox properties, which transactions will be structured as sale leasebacks, in each case solely to the extent Canyon Ranch elects to sell such properties in a sale leaseback structure for a specific period of time, subject to certain conditions.

•A right of first offer agreement on future financing opportunities for Canyon Ranch and certain of its affiliates with respect to the funding of certain facilities (including Canyon Ranch Austin, Canyon Ranch Tucson and Canyon Ranch Lenox, and any other fee owned Canyon Ranch branded wellness resort), until the date that is the earlier of five years from commencement of the Canyon Ranch Austin lease (to the extent applicable) and the date that neither VICI nor any of its affiliates are landlord under such lease, subject to certain specified terms, conditions and exceptions.

Great Wolf Loans

On August 30, 2022, we entered into a loan with Great Wolf Resorts Inc. (“Great Wolf”), under which we agreed to provide up to $127.0 million of mezzanine financing (the “Great Wolf Gulf Coast Texas Loan”), the proceeds of which will be used to fund the development of Great Wolf Lodge Gulf Coast Texas, a more than $200.0 million, 532-room indoor water park resort project in Webster, TX. The Great Wolf Gulf Coast Texas Loan has an initial term of three years with two 12-month extension options, subject to certain conditions.

On July 1, 2022, we entered into a loan with Great Wolf, under which we agreed to provide up to $59.0 million of mezzanine financing (the “Great Wolf South Florida Loan”), the proceeds of which will be used to fund the development of Great Wolf Lodge South Florida, a more than $250.0 million, 500-room indoor water park resort project in Collier County, FL. The Great

Wolf South Florida Loan has an initial term of four years with one 12-month extension option, subject to certain conditions.

Cabot Citrus Farms Loan

On June 6, 2022, we entered into a $120.0 million delayed draw term loan (the “Cabot Citrus Farms Loan”) with Cabot, a developer, owner and operator of world-class destination golf resorts and communities, the proceeds of which will be used to fund Cabot’s property-wide transformation of Cabot Citrus Farms in Brooksville, Florida, with the addition of a new clubhouse, luxury lodging, health and wellness facilities and a vibrant village center. We also entered into a Purchase and Sale Agreement, pursuant to which we will convert a portion of the Cabot Citrus Farms Loan into the ownership of certain Cabot Citrus Farms real estate assets and simultaneously enter into a triple-net lease with Cabot that has an initial term of 25 years, with five 5-year tenant renewal options.

BigShots Loan

On April 7, 2022, we entered into a loan with BigShots Golf (“BigShots Golf”), a subsidiary of ClubCorp Holdings, Inc. (“ClubCorp”), an Apollo fund portfolio company, to provide up to $80.0 million of mortgage financing (the “BigShots Loan”) for the construction of certain new BigShots Golf facilities throughout the United States. In addition, we entered into a right of first offer and call right agreement, pursuant to which (i) we 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, and (ii) for so long as the BigShots Loan remains outstanding and we continue to hold a majority interest therein, subject to additional terms and conditions, we will have a right of first offer on any multi-site mortgage, mezzanine, preferred equity, or other similar financing that is treated as debt to be obtained by BigShots Golf (or any of its affiliates) in connection with the development of BigShots Golf facilities.

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Real Estate Portfolio

9 Months Ended

Sep. 30, 2022

Real Estate [Abstract]

Real Estate Portfolio

Real Estate Portfolio

As of September 30, 2022, our real estate portfolio consisted of the following:

•Investments in leases - sales-type, representing our investment in 23 casino assets leased on a triple-net basis to our tenants, Apollo, Caesars, Century Casinos, EBCI, Hard Rock and PENN Entertainment, under nine separate lease agreements;

•Investments in leases - financing receivables, representing our investment in eighteen casino assets leased on a triple-net basis to our tenants, MGM, Caesars and JACK Entertainment, under three separate lease agreements;

•Investments in loans, representing our investments in seven senior secured and mezzanine loans;

•Investment in unconsolidated affiliate, representing our 50.1% ownership in the BREIT JV, which in turn owns two assets leased to MGM under one master lease agreement; and

•Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels.

The following is a summary of the balances of our real estate portfolio as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Investments in leases - sales-type, net (1)	$	17,011,585	$	13,136,664
Investments in leases - financing receivables, net (1)	16,441,616		2,644,824
Total investments in leases, net	33,453,201		15,781,488
Investments in loans, net	579,805		498,002
Investment in unconsolidated affiliate	1,463,230		—
Land	153,560		153,576
Total real estate portfolio	$	35,649,796	$	16,433,066

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(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective Lease Agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of September 30, 2022 and December 31, 2021, the estimated residual values of the leased properties under our Lease Agreements were $11.4 billion and $3.8 billion, respectively.

Investments in Leases

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Income from sales-type leases, excluding contingent rent (1)	$	371,541	$	290,706	$	1,064,463	$	870,417
Income from lease financing receivables (1) (2)	339,544		60,178		653,908		180,139
Total lease revenue, excluding contingent rent	711,085		350,884		1,718,371		1,050,556
Contingent rent (1)	4,506		1,353		13,489		2,920
Total lease revenue	715,591		352,237		1,731,860		1,053,476
Non-cash adjustment (3)	(108,556)		(31,142)		(230,516)		(88,417)
Total contractual lease revenue	$	607,035	$	321,095	$	1,501,344	$	965,059

____________________

(1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842, which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842. As of September 30, 2022, we have recognized contingent rent from our Margaritaville Lease and Greektown Lease in relation to the variable rent portion of the respective leases and the Caesars Las Vegas Master Lease in relation to the CPI portion of the annual escalator. Refer to the Lease Provisions section below for information regarding contingent rent on each lease.

(2) Represents the MGM Master Lease, Harrah’s Call Properties and the JACK Cleveland/Thistledown Lease, all 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 been transferred to us, such lease agreements are accounted for as financings under ASC 310.

(3) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type 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.

At September 30, 2022, minimum lease payments owed to us for each of the five succeeding years under sales-type leases and our leases accounted for as financing receivables, are as follows:

	Minimum Lease Payments (1) (2)
	Investments in Leases
(In thousands)	Sales-Type		Financing Receivables		Total
2022 (remaining)	$	333,747	$	272,444	$	606,191
2023	1,344,189		1,103,787		2,447,976
2024	1,366,127		1,125,348		2,491,475
2025	1,385,348		1,146,509		2,531,857
2026	1,405,006		1,168,089		2,573,095
2027	1,425,272		1,190,145		2,615,417
Thereafter	56,603,912		86,652,035		143,255,947
Total	$	63,863,601	$	92,658,357	$	156,521,958
Weighted Average Lease Term (2)	36.6 years		51.1 years		43.7 years

____________________

(1) Minimum lease payments do not include contingent rent, as discussed above, that may be received under the Lease Agreements.

(2) The minimum lease payments and weighted average remaining lease term assumes the exercise of all tenant renewal options, consistent with our conclusions under ASC 842 and ASC 310.

Lease Provisions

Lease Overview

The following is a summary of the material lease provisions of our Caesars Leases, Venetian Lease, MGM Master Lease, and BREIT JV Lease:

($ In thousands)	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	Venetian Lease	MGM Master Lease	BREIT JV Lease
Lease Provision
Initial term	18 years	18 years	30 years	25 years	30 years
Initial term maturity	7/31/2035	7/31/2035	2/29/2052	4/30/2047	2/28/2050
Renewal terms	Four, five-year terms	Four, five-year terms	Two, ten-year terms	Three, ten-year terms	Two, ten-year terms
Current lease year (1)	11/1/21 - 10/31/22 (Lease Year 5)	11/1/21 - 10/31/22 (Lease Year 5)	2/23/22 - 2/28/23 (Lease Year 1)	4/29/22-4/30/23 (Lease Year 1)	3/1/22 - 2/28/23 (Lease Year 3)
Current annual rent	$649,572 (2) (3)	$422,224 (3)	$250,000	$860,000	$303,800 (VICI’s 50.1% Pro Rata Share: $152,203)
Annual escalator (4)	Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor	> 2% / change in CPI	>2% / change in CPI (capped at 3%) beginning in Lease year 2	Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%)	Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%)
Variable rent adjustment (5)	Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent	Years 8, 11 & 16: 80% base rent / 20% variable rent	None	None	None
Variable rent adjustment calculation (4)	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	None	None	None

____________________

(1) For the Venetian Lease, lease year two will begin on the earlier of (i) March 1, 2024 and (ii) the first day of the first month following the month in which the net revenue of the Venetian Resort for the trailing twelve months equals or exceeds 2019 net revenue, which date can be no earlier than the anniversary of the first lease year (March 1, 2023).

(2) Current annual rent with respect to the Joliet Lease is presented prior to accounting for the non-controlling interest, or rent payable, to the 20% third-party ownership of Harrah’s Joliet LandCo LLC. After adjusting for the 20% non-controlling interest, combined Current annual rent under the Caesars Regional Master Lease and Joliet Lease is $641.2 million.

(3) Effective November 1, 2022, the escalated base rent under the Caesars Regional Master Lease and Joliet Lease will be $703.7 million and the escalated base rent under the Caesars Las Vegas Master lease will be $454.5 million.

(4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. In relation to the Caesars Las Vegas Master Lease, during the three and nine months ended September 30, 2022, we recognized approximately $3.1 million and $9.2 million, respectively, in contingent rent. No such rent has been recognized for the three and nine months ended September 30, 2021. In relation to the Caesars Regional Master Lease, Joliet Lease, Venetian Lease, and MGM Master Lease, no such rent has been recognized for the three and nine months ended September 30, 2022 and 2021.

(5) Variable rent is not subject to the Escalator.

The following is a summary of the material lease provisions of our PENN Entertainment Leases, Hard Rock Cincinnati Lease, Century Master Lease, JACK Cleveland/Thistledown Lease and Southern Indiana Lease:

($ In thousands)	Margaritaville Lease	Greektown Lease	Hard Rock Cincinnati Lease	Century Master Lease	JACK Cleveland/Thistledown Lease	Southern Indiana Lease
Lease Provision
Initial term	15 years	15 years	15 years	15 years	20 years	15 years
Initial term maturity	1/31/2034	5/31/2034	9/30/2034	12/31/2034	1/31/2040	8/31/2036
Renewal terms	Four, five-year terms	Four, five-year terms	Four, five-year terms	Four, five-year terms	Three, five-year terms	Four, five-year terms
Current lease year	2/1/22 - 1/31/23 (Lease Year 4)	6/1/22 - 5/31/23 (Lease Year 4)	10/1/22 - 9/30/23 (Lease Year 4)	1/1/22 - 12/31/22 (Lease Year 3)	2/1/22 - 1/31/23 (Lease Year 3)	9/1/22 - 8/31/23 (Lease Year 2)
Current annual rent	$23,813	$51,321	$44,703	$25,503	$68,704	$32,988
Annual escalator (1)	2% of Building base rent ($17.2 million)	2% of Building base rent ($42.8 million)	Lease years 2-4 - 1.5% Lease years 5-15 - > 2% / change in CPI (2)	Lease years 2-3 - 1.0% Lease years 4-15 - > 1.25% / CPI	Lease year 3 - 1.0% Lease years 4-6 - 1.5% Lease years 7-20 - >1.5%/change in CPI (capped at 2.5%)	Lease years 2-5 - 1.5% Lease years 6-15 - >2.0% / change in CPI
Coverage floor (3)	Net revenue to rent ratio: 6.1x net revenue commencing lease year two	Net revenue ratio to be mutually agreed upon prior to the commencement of lease year five	None	7.5x net revenue commencing lease year six	None	None
Variable Rent adjustment (4)	Lease year three and each and every other lease year thereafter	Lease year three and each and every other lease year thereafter	Lease year 8: 80% base rent and 20% variable rent	Lease year 8 and 11: 80% Base Rent and 20% Variable Rent	None	Lease year 8 and 11: 80% Base Rent and 20% Variable Rent
Variable Rent adjustment calculation	4% of the average net revenues for trailing 2 year period less threshold amount (defined as 50% of LTM net revenues prior to acquisition)	4% of the average net revenues for trailing 2 year period less threshold amount (defined as 50% of LTM net revenues prior to acquisition)	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 1-3	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 1-3 Year 11: Avg. of years 8-10 less avg. of years 5-7	None	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 (5) Year 11: Avg. of years 8-10 less avg. of years 5-7

____________________

(1) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2022 and 2021.

(2) Starting in lease year 5, if the change in CPI is less than 0.5%, there will be no escalation in rent for such lease year.

(3) In the event that the net revenue to rent ratio coverage, as applicable, is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue to rent ratio coverage, as applicable, provided that the amount shall never result in a decrease to the prior year’s rent. With respect to the Century Master Lease, if the coverage ratio is below the stated amount the escalator will be reduced to 0.75%.

(4) Variable (percentage rent) is subject to the percentage rent multiplier. With respect to the PENN Entertainment Leases, after the first percentage rent reset, any amounts related to variable (percentage) rent are considered contingent rent in accordance with GAAP. In relation to the Margaritaville Lease, during the three months ended September 30, 2022 and 2021, we recognized $0.9 million and $0.8 million, respectively, in contingent rent. During the nine months ended September 30, 2022 and 2021, we recognized $2.7 million and $2.2 million, respectively, in contingent rent. In relation to the Greektown Lease during the three months ended September 30, 2022 and 2021, we recognized approximately $0.5 million in contingent rent. During the nine months ended September 30, 2022 and 2021, we recognized $1.6 million and $0.7 million, respectively, in contingent rent.

(5) With respect to lease year 0, for the period Caesars Southern Indiana was closed in 2020 due to COVID-19, the Southern Indiana Lease provides for the use of 2019 net revenues, pro rated for the period of such closure.

Capital Expenditure Requirements

We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. Except as specifically provided in the below table, which summarizes the capital expenditure requirements of the respective tenants under the Caesars Leases, the Venetian Lease and the BREIT JV Lease, the tenants under our other Lease Agreements are all required to spend a minimum of 1% of net revenues or net gaming revenues, as the case may be:

Provision	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	Venetian Lease	BREIT JV Lease
Yearly minimum expenditure	1% of net revenues (1)	1% of net revenues (1)	2% of net revenues based on rolling three-year basis	3.5% of net revenues based on 5-year rolling test, 1.5% monthly reserves
Rolling three-year minimum (2)	$311 million	$84 million	N/A	N/A

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(1) The Caesars Leases require a $114.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Joliet and the Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.

(2) Certain tenants under the Caesars Leases, as applicable, are required to spend $380.3 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $286.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.3 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars Lease in such proportion as such tenants may elect. Additionally, the tenants under the Regional Master Lease and Joliet Lease are required to expend a minimum of $537.5 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement.

Loan Portfolio

The following is a summary of our investments in loans as of September 30, 2022 and December 31, 2021:

September 30, 2022
Loan Type	Principal Balance		Carrying Value(1)		Future Funding Commitments(2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured	$	474,168	$	470,674	$	213,832	7.8	%	3.3 years
Mezzanine	111,611		109,131		153,898		7.9	%	4.1 years
Total	$	585,779	$	579,805	$	367,730	7.9	%	3.5 years

December 31, 2021
Loan Type	Principal Balance		Carrying Value(1)		Future Funding Commitments(2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured	$	465,000	$	465,034	$	15,000	7.8	%	3.5 years
Mezzanine	33,614		32,968		45,886		8.0	%	4.0 years
Total	$	498,614	$	498,002	$	60,886	7.8	%	3.5 years

____________________

(1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses.

(2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement.

(3) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.

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Allowance for Credit Losses

9 Months Ended

Sep. 30, 2022

Credit Loss [Abstract]

Allowance for Credit Losses

Allowance for Credit Losses

Under ASC 326, we are required to estimate and record non-cash credit losses related to our historical and any future investments in sales-type leases, lease financing receivables and loans.

During the three months ended September 30, 2022, we recognized a $232.8 million increase in our allowance for credit losses primarily driven by (i) changes in the macroeconomic model used to scenario condition our reasonable and supportable period, or R&S Period, probability of default, or PD, due to uncertain and potentially negative future market conditions, (ii) an increase in the R&S Period PD of our tenants and their parent guarantors as a result of market volatility during the current quarter, (iii) an increase in the R&S Period PD and loss given default, or 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, and (iv) the initial CECL allowance on the future funding commitments from the origination of the Great Wolf Gulf Coast Texas Loan and the Great Wolf South Florida Loan.

During the nine months ended September 30, 2022, we recognized an $865.5 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our acquisition activity during such period in the amount of $523.2 million, representing 60.5% of the total allowance for the nine months ended September 30, 2022. The initial CECL allowances were in relation to (i) the closing of the MGP Transactions on April 29, 2022, which included the (a) classification of the MGM Master Lease as a lease financing receivable and (b) the sales-type sub-lease agreements we assumed in connection with the closing of the MGP Transactions, (ii) the closing of the Venetian Acquisition on February 23, 2022, which included (a) the classification of the Venetian Lease as a sales-type lease, (b) the estimated future funding commitments under the Venetian PGF and (c) the sales-type sub-lease agreements we assumed in connection with the closing of the Venetian Acquisition, and (iii) the future funding commitments from the origination of the BigShots Loan, the Cabot Citrus Farms Loan, the Great Wolf South Florida Loan and the Great Wolf Gulf Coast Texas Loan. Additional increases were attributable to the increase for the three months ended September 30, 2022 as described above. These increases were partially offset by a decrease in the Long-Term Period PD as a result of standard annual updates that were made to the Long-Term Period PD default study we utilize to estimate our CECL allowance.

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 and second 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.

As of September 30, 2022 and December 31, 2021, and since our formation date on October 6, 2017, all of our Lease Agreements and loan investments are current in payment of their obligations to us and no investments are on non-accrual status.

The following tables detail the allowance for credit losses as of September 30, 2022 and December 31, 2021:

	September 30, 2022
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	17,698,971	$	(687,386)	$	17,011,585	3.88	%
Investments in leases - financing receivables	17,102,430		(660,814)		16,441,616		3.86	%
Investments in loans	585,818		(6,013)		579,805		1.03	%
Other assets - sales-type sub-leases	784,112		(22,046)		762,066		2.81	%
Totals	$	36,171,331	$	(1,376,259)	$	34,795,072	3.80	%

	December 31, 2021
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	13,571,516	$	(434,852)	$	13,136,664	3.20	%
Investments in leases - financing receivables	2,735,948		(91,124)		2,644,824		3.33	%
Investments in loans	498,775		(773)		498,002		0.15	%
Other assets - sales-type sub-leases	280,510		(6,540)		273,970		2.33	%
Totals	$	17,086,749	$	(533,289)	$	16,553,460	3.12	%

____________________

(1) The total allowance excludes the CECL allowance for unfunded commitments of our senior secured and mezzanine loans. As of September 30, 2022 and December 31, 2021, such allowance is $23.5 million and $1.0 million, respectively, and is recorded in Other liabilities.

The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the nine months ended September 30, 2022 and 2021:

	Nine Months Ended September 30,
(In thousands)	2022		2021
Beginning Balance December 31,	$	534,326	$	553,879
Initial allowance from current period investments	523,235		1,725
Current period change in credit allowance	342,224		(26,177)
Charge-offs	—		—
Recoveries	—		—
Ending Balance September 30,	$	1,399,785	$	529,427

Credit Quality Indicators

We assess the credit quality of our investments through the credit ratings of the senior secured debt of the guarantors of our leases, as we believe that our Lease Agreements have a similar credit profile to a senior secured debt instrument. The credit quality indicators are reviewed by us on a quarterly basis as of quarter-end. In instances where the guarantor of one of our Lease Agreements does not have senior secured debt with a credit rating, we use either a comparable proxy company or the overall corporate credit rating, as applicable. We also use this credit rating to determine the Long-Term Period PD when estimating credit losses for each investment.

The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2022 and 2021:

	September 30, 2022
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	4,230,599	$	15,624,832	$	14,975,981	$	874,054	$	280,075	$	185,790	$	36,171,331

	September 30, 2021
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	—	$	952,620	$	14,905,789	$	866,312	$	281,869	$	84,292	$	17,090,882

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(1)Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheet, rather the CECL allowance is based on our current best estimate of future funding commitments.

(2)We estimate the CECL allowance for our senior secured and mezzanine loans, excluding the Forum Convention Center Mortgage Loan, using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.

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Other Assets and Other Liabilities

9 Months Ended

Sep. 30, 2022

Other Liabilities [Abstract]

Other Assets and Other Liabilities

Other Assets and Other Liabilities

Other Assets

The following table details the components of our other assets as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Sales-type sub-leases, net (1)	$	762,066	$	273,970
Property and equipment used in operations, net	67,302		68,515
Right of use assets and sub-lease right of use assets	46,611		16,811
Debt financing costs	19,715		24,928
Deferred acquisition costs	12,197		24,690
Tenant receivables	9,187		5,032
Prepaid expenses	5,903		3,660
Interest receivable	4,843		2,780
Other receivables	3,066		341
Forward-starting interest rate swaps	—		884
Other	1,191		3,082
Total other assets	$	932,081	$	424,693

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(1) As of September 30, 2022 and December 31, 2021, sales-type sub-leases are net of $22.0 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Land and land improvements	$	60,080	$	59,250
Buildings and improvements	15,065		14,880
Furniture and equipment	9,158		9,014
Total property and equipment used in operations	84,303		83,144
Less: accumulated depreciation	(17,001)		(14,629)
Total property and equipment used in operations, net	$	67,302	$	68,515

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation expense	$	816	$	771	$	2,371	$	2,320

Other Liabilities

The following table details the components of our other liabilities as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Finance sub-lease liabilities	$	784,112	$	280,510
Deferred financing liabilities	73,600		73,600
Lease liabilities and sub-lease liabilities	46,689		16,811
CECL allowance for unfunded commitments	23,525		1,037
Deferred income taxes	4,194		3,879
Total other liabilities	$	932,120	$	375,837

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Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

Debt

The following tables detail our debt obligations as of September 30, 2022 and December 31, 2021:

($ In thousands)	September 30, 2022
Description of Debt	Maturity	Interest Rate	Face Value		Carrying Value(1)
Revolving Credit Facility (2)	2026	SOFR + 1.050%	$	—	$	—
Delayed Draw Term Loan (2)	2025	SOFR + 1.200%	—		—
November 2019 Notes(3)
2026 Maturity	2026	4.250%	1,250,000		1,238,112
2029 Maturity	2029	4.625%	1,000,000		988,531
February 2020 Notes(3)
2025 Maturity	2025	3.500%	750,000		744,434
2027 Maturity	2027	3.750%	750,000		742,667
2030 Maturity	2030	4.125%	1,000,000		988,253
April 2022 Notes(3)
2025 Maturity	2025	4.375%	500,000		495,927
2028 Maturity	2028	4.516% (4)	1,250,000		1,236,455
2030 Maturity	2030	4.541% (4)	1,000,000		987,186
2032 Maturity	2032	3.980% (4)	1,500,000		1,480,290
2052 Maturity	2052	5.625%	750,000		735,237
Exchange Notes(3)
2024 Maturity	2024	5.625%	1,024,169		1,030,177
2025 Maturity	2025	4.625%	799,368		782,077
2026 Maturity	2026	4.500%	480,524		461,848
2027 Maturity	2027	5.750%	729,466		739,056
2028 Maturity	2028	4.500%	349,325		335,923
2029 Maturity	2029	3.875%	727,114		657,902
MGP OP Notes(3)
2024 Maturity	2024	5.625%	25,831		25,915
2025 Maturity	2025	4.625%	632		613
2026 Maturity	2026	4.500%	19,476		18,480
2027 Maturity	2027	5.750%	20,534		20,519
2028 Maturity	2028	4.500%	675		637
2029 Maturity	2029	3.875%	22,886		20,264
Total Debt		4.496% (5)	$	13,950,000	$	13,730,503

($ In thousands)	December 31, 2021
Description of Debt	Maturity	Interest Rate	Face Value		Carrying Value(1)
Secured Revolving Credit Facility (6)	2024	L + 2.00%	$	—	$	—
November 2019 Notes(3)
2026 Maturity	2026	4.250%	1,250,000		1,235,972
2029 Maturity	2029	4.625%	1,000,000		987,331
February 2020 Notes(3)
2025 Maturity	2025	3.500%	750,000		742,677
2027 Maturity	2027	3.750%	750,000		741,409
2030 Maturity	2030	4.125%	1,000,000		987,134
Total Debt		4.105%	$	4,750,000	$	4,694,523

____________________

(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

(2)Interest on any outstanding balance is payable monthly. Borrowings under the Revolving Credit Facility and Delayed Draw Term Loan bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR and a range of 0.85% to 1.60% margin plus SOFR, respectively, depending on our credit ratings, with an additional 0.10% adjustment. Additionally, the commitment fees under the Revolving Credit Facility and Delayed Draw Term Loan are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, for both instruments depending on our credit ratings. For the three and nine months ended September 30, 2022, the commitment fees for both the Revolving Credit Facility and Delayed Draw Term Loan were 0.375%.

(3)Interest is payable semi-annually.

(4)Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives). The contractual interest rates on the April 2022 Notes maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively.

(5)The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives), as applicable. The contractual weighted average interest rate as of September 30, 2022, which excludes the impact of the forward-starting interest rate swaps and treasury locks, is 4.67%

(6)On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets) and the Existing Credit Agreement, and entered into the Credit Agreement providing for the Credit Facilities, as described below.

The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2022:

(In thousands)	Future Minimum Principal Payments
2022 (remaining)	$	—
2023	—
2024	1,050,000
2025	2,050,000
2026	1,750,000
2027	1,500,000
Thereafter	7,600,000
Total minimum principal payments	$	13,950,000

Senior Unsecured Notes

Exchange Notes

On April 29, 2022, the VICI Issuers issued $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due 2024, $799.4 million in aggregate principal amount of 4.625% Senior Notes due 2025, $480.5 million in aggregate principal amount of 4.500% Senior Notes due 2026, $729.5 million in aggregate principal amount of 5.750% Senior Notes due 2027, $349.3 million in aggregate principal amount of 4.500% Senior Notes due 2028 and $727.1 million in aggregate principal amount of 3.875% Senior Notes due 2029 in exchange for the validly tendered and not validly withdrawn MGP OP Notes, originally issued by the MGP Issuers, pursuant to the settlement of the Exchange Offers and Consent Solicitations in connection

with the closing of the MGP Transactions. The Exchange Notes were issued with the same interest rate, maturity date and redemption terms as the corresponding series of MGP OP Notes, in each case under a supplemental indenture dated as of April 29, 2022, between the VICI Issuers and UMB Bank, National Association, as trustee (the “Trustee”).

The Exchange Notes due 2025, 2026, 2027, 2028, and 2029 are redeemable at our option, in whole or in part, at any time on or after February 1, 2024, March 15, 2025, June 1, 2026, November 1, 2026, October 15, 2027 and November 15, 2028, respectively, at the redemption prices set forth in the respective indenture governing such Exchange Notes. We may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.

MGP OP Notes

Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, $25.8 million in aggregate principal amount of MGP OP Notes due 2024, $0.6 million in aggregate principal amount of MGP OP Notes due 2025, $19.5 million in aggregate principal amount of MGP OP Notes due 2026, $20.5 million in aggregate principal amount of MGP OP Notes due 2027, $0.7 million in aggregate principal amount of MGP OP Notes due 2028 and $22.9 million in aggregate principal amount of MGP OP Notes due 2029 remain outstanding.

Each series of the MGP OP Notes is redeemable at our option, in whole or in part, at any time on or after the same dates as set forth above with respect to the corresponding maturity series of the Exchange Notes. We may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.

April 2022 Notes

On April 29, 2022, VICI LP, our wholly owned subsidiary, issued (i) $500.0 million in aggregate principal amount of 4.375% Senior Notes due 2025, which mature on May 15, 2025, (ii) $1,250.0 million in aggregate principal amount of 4.750% Senior Notes due 2028, which mature on February 15, 2028, (iii) $1,000.0 million in aggregate principal amount of 4.950% Senior Notes due 2030, which mature on February 15, 2030, (iv) $1,500.0 million in aggregate principal amount of 5.125% Senior Notes due 2032, which mature on May 15, 2032, and (v) $750.0 million in aggregate principal amount of 5.625% Senior Notes due 2052, which mature on May 15, 2052, (collectively, the “April 2022 Notes”) in each case under a supplemental indenture dated as of April 29, 2022, between VICI LP and the Trustee. We used the net proceeds of the offering to (i) fund the consideration for the redemption of a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash in connection with the closing of the MGP Transactions on April 29, 2022, and (ii) pay down the outstanding $600.0 million balance on our Revolving Credit Facility.

Prior to their maturity date, in the case of the April 2022 Notes due 2025, and January 15, 2028 (one month prior to the maturity date of the April 2022 Notes due 2028), December 15, 2029 (two months prior to the maturity date of the April 2022 Notes due 2030), February 15, 2032 (three months prior to the maturity date of the April 2022 Notes due 2032) and November 15, 2051 (six months prior to the maturity date of the April 2022 Notes due 2052), respectively, in the case of the April 2022 Notes due 2028, 2030, 2032 and 2052, we may redeem the April 2022 Notes at our option, in whole or in part, at any time and from time to time, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. On or after January 15, 2028, December 15, 2029, February 15, 2032 and November 15, 2051, respectively, we may redeem the April 2022 Notes due 2028, 2030, 2032 and 2052 at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

February 2020 Notes

On February 5, 2020, the VICI Issuers issued (i) $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025, which mature on February 15, 2025, (ii) $750.0 million in aggregate principal amount of 3.750% Senior Notes due 2027, which mature on February 15, 2027, and (iii) $1,000.0 million in aggregate principal amount of 4.125% Senior Notes due 2030, which mature on August 15, 2030 (collectively, the “February 2020 Notes”), under separate indentures, each dated as of February 5, 2020, among the VICI Issuers, the subsidiary guarantors party thereto and the Trustee.

The February 2020 Notes due 2025, 2027 and 2030 are redeemable at our option, in whole or in part, at any time on or after February 15, 2022, February 15, 2023, and February 15, 2025, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the February 2020 Notes due 2025, 2027 and 2030 prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 15, 2022, with respect to the February 2020 Notes due 2025, and February 15, 2023, with respect to the February 2020 Notes due 2027 and 2030, we

may redeem up to 40% of the aggregate principal amount of the February 2020 Notes due 2025, 2027 and 2030 using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture.

November 2019 Notes

On November 26, 2019, the VICI Issuers issued (i) $1,250.0 million in aggregate principal amount of 4.250% Senior Notes due 2026, which mature on December 1, 2026, and (ii) $1,000.0 million in aggregate principal amount of 4.625% Senior Notes due 2029, which mature on December 1, 2029 (collectively, the “November 2019 Notes”), under separate indentures, each dated as of November 26, 2019, among the VICI Issuers, the subsidiary guarantors party thereto and the Trustee.

The November 2019 Notes due 2026 and 2029 are redeemable at our option, in whole or in part, at any time on or after December 1, 2022 and December 1, 2024, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the November 2019 Notes due 2026 or 2029 prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to December 1, 2022, we may redeem up to 40% of the aggregate principal amount of the November 2019 Notes due 2026 or 2029 using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture.

Guarantee and Financial Covenants

None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes and the April 2022 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes.

Until February 8, 2022, the November 2019 Notes and February 2020 Notes were fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each guaranteed indebtedness under the Existing Credit Agreement. All subsidiary guarantees were released upon the termination of the Existing Credit Agreement concurrently with the execution of the Credit Agreement on February 8, 2022.

VICI LP and its subsidiaries represent our “Real Property Business” segment, with the “Golf Course Business” segment corresponding to the portion of our business operated through entities that are not direct or indirect subsidiaries of VICI LP or obligors of the November 2019 Notes, February 2020 Notes and Exchange Notes. Refer to Note 14 - Segment Information for more information about our segments. 

Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the Trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to certain of the restrictive covenants under such indentures, but are subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the November 2019 Notes, February 2020 Notes and Exchange Notes are no longer rated investment grade by at least two of S&P, Moody’s and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.

The indenture governing the April 2022 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and VICI LP to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.

Unsecured Credit Facilities

On February 8, 2022, VICI LP entered into the Credit Agreement providing for (i) the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 and (ii) the Delayed Draw Term Loan in the amount of $1.0 billion scheduled to mature on March 31, 2025. The Delayed Draw Term Loan is available to be drawn up to 12 months following the effective date of February 8, 2022. The Revolving Credit Facility includes two six-month maturity extension options and the Delayed Draw Term Loan includes two 12-month extension options, in each case, the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments, in the case of each six-month extension of the Revolving Credit Facility, and 0.125% on the extended term loans, in the case of each twelve-month extension of the Delayed Draw Term Loan. The Credit Facilities include the option to increase the revolving loan commitments by up to $1.0 billion and increase the delayed draw term loan commitments or add one or more new tranches of term loans by up to $1.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party to the Credit Agreement, in order to permit borrowings under the Revolving Credit Facility in certain foreign currencies in an aggregate principal amount of up to the equivalent of $1.25 billion.   

Borrowings under the Credit Facilities will bear interest, at VICI LP’s option, (i) with respect to the Revolving Credit Facility, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate plus a margin ranging from 0.00% to 0.325%, in each case, with the actual margin determined according to VICI LP’s debt ratings, and (ii) with respect to the Delayed Draw Term Loan, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.85% to 1.60% or a base rate plus a margin ranging from 0.00% to 0.60%, in each case, with the actual margin determined according to VICI LP’s debt ratings. The base rate is the highest of (i) the prime rate of interest last quoted by the Wall Street Journal in the U.S. then in effect, (ii) the NYFRB rate from time to time plus 0.5% and (iii) the SOFR rate for a one-month interest period plus 1.0%, subject in each case to a floor of 1.0%. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.15% to 0.375% (depending on VICI LP’s debt rating) of total revolving commitments.

Pursuant to the terms of the Credit Agreement, VICI LP is subject to, among other things, customary covenants and the maintenance of various financial covenants. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company’s debt.

On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition. On April 29, 2022, we repaid the outstanding balance of the Revolving Credit Facility using the proceeds from the April 2022 Notes offering.

Senior Secured Credit Facilities

In December 2017, VICI PropCo entered into a credit agreement (as amended, amended and restated and otherwise modified, the “2017 Credit Agreement”), comprised of a $2.2 billion Term Loan B Facility and a $1.0 billion Secured Revolving Credit Facility (the Term Loan B Facility and the Secured Revolving Credit Facility, as amended, are referred to together as the “Senior Secured Credit Facilities”). On September 15, 2021, we used the proceeds from the settlement of the June 2020 Forward Sale Agreement (as defined in Note 11- Stockholders’ Equity) and the proceeds from the issuance of 65,000,000 shares of common stock from the September 2021 equity offering to repay in full the Term Loan B Facility, including outstanding accrued interest. In connection with the full repayment, we recognized a loss on extinguishment of debt of $15.6 million during the three and nine months ended September 30, 2021, representing the write-off of the remaining unamortized deferred financing costs.

Following the repayment in full of the Term Loan B Facility, the Secured Revolving Credit Facility remained in effect pursuant to the 2017 Credit Agreement. On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s material assets and those of its existing and subsequently acquired wholly owned material domestic restricted subsidiaries) and the 2017 Credit Agreement, and entered into the Credit Agreement providing for the Credit Facilities, as described above.

Bridge Facilities

MGP Transactions Bridge Facility

On August 4, 2021, in connection with the completion of the MGP Transactions, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $9.3 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “MGP Transactions Bridge Facility”), for the purpose of providing a portion of the financing necessary in connection with the closing of the MGP Transactions, which was fully terminated on April 29, 2022 in connection with such closing.

The MGP Transactions Bridge Facility was subject to a tiered commitment fee based on the period the commitment is outstanding and a structuring fee. For the nine months ended September 30, 2022 and 2021, we recognized $15.3 million and $27.0 million, respectively, of fees related to the MGP Transactions Bridge Facility in Interest expense on our Statement of Operations. For the three months ended September 30, 2021, we recognized $27.0 million of fees related to the MGP Transaction Bridge Facility in Interest expense on our Statement of Operations. As the MGP Transactions Bridge Facility was terminated in April 2022, no such expense was recorded for the three months ended September 30, 2022.

Venetian Acquisition Bridge Facility

On March 2, 2021, in connection with the Venetian Acquisition, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $4.0 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “Venetian Acquisition Bridge Facility”), for the purpose of providing a portion of the financing necessary to fund the consideration in connection with the closing of the Venetian Acquisition, which was fully terminated on February 23, 2022 in connection with such closing.

The Venetian Acquisition Bridge Facility was subject to a tiered commitment fee based on the period the commitment is outstanding and a structuring fee. For the nine months ended September 30, 2022 and 2021, we recognized $1.0 million and $10.9 million, respectively, of fees related to the Venetian Acquisition Bridge Facility in Interest expense on our Statement of Operations. For the three months ended September 30, 2021, we recognized $3.0 million of fees related to the Venetian Acquisition Bridge Facility in Interest expense on our Statement of Operations. As the Venetian Acquisition Bridge Facility was terminated in February 2022, no such expense was recorded for the three months ended September 30, 2022.

Financial Covenants

As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At September 30, 2022, we are in compliance with all financial covenants under our debt obligations.

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Derivatives

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2021. As of September 30, 2022, there were no derivative instruments outstanding.

($ In thousands)	December 31, 2021
Instrument	Number of Instruments	Fixed Rate	Notional		Index	Maturity
Forward-starting interest rate swap	1	1.3465%	$	500,000	USD SOFR- COMPOUND	May 2, 2032

Forward-Starting Derivatives

From December 2021 through April 2022, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2.5 billion and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $3.0 billion of long-term debt. The forward-starting interest rate swaps and treasury locks were designated as cash-flow hedges. In April 2022 in connection with the April 2022 Notes offering, we settled the outstanding forward-starting interest rate swaps for total net proceeds of $202.3 million and the treasury locks for total net proceeds of $4.5 million. Since the forward-starting swaps and treasury locks were hedging the interest rate risk on the April 2022 Notes, the unrealized gain in Accumulated other comprehensive income will be amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense.

The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	—	$	200,550	$	—
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(6,037)		—		(10,196)		—

Interest Rate Swaps

In April 2018 and January 2019, we entered into six interest rate swap agreements with third party financial institutions having an aggregate notional amount of $2.0 billion. The interest rate swap transactions were designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297%. On September 15, 2021, in connection with the full repayment of the Term Loan B Facility, we unwound and settled all of our outstanding interest rate swap agreements resulting in a cash payment of $66.9 million, inclusive of accrued interest of $2.7 million. As the Term Loan B Facility was repaid in full with proceeds from the issuance of 65,000,000 shares of common stock on September 14, 2021 and proceeds from the settlement of the June 2020 Forward Sale Agreement with no replacement debt, the full amount held in Other comprehensive income, $64.2 million, was immediately reclassified to Interest expense.

The following table presents the effect of our interest rate swaps derivative financial instruments on our Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	6,576	$	—	$	28,282
Interest from interest rate swaps recorded in interest expense	—		8,792		—		29,960
Interest rate swap settlement recorded in interest expense	—		64,239		—		64,329

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Fair Value

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value

Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:

	September 30, 2022
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments (1)	$	207,722	$	—	$	207,722	$	—

	December 31, 2021
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Derivative instruments - forward-starting interest rate swap (2)	$	884	$	—	$	884	$	—

___________________

(1) The carrying value of these investments is equal to their fair value due to the short-term nature of the investments as well as their credit quality.

(2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820.

The estimated fair values of our financial instruments as of September 30, 2022 and December 31, 2021 for which fair value is only disclosed are as follows:

	September 30, 2022				December 31, 2021
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases - financing receivables (1)	$	16,441,616	$	17,457,867	$	2,644,824	$	3,104,337
Investments in loans (2)	579,805		585,779		498,002		498,614
Cash and cash equivalents	518,383		518,383		739,614		739,614
Financial liabilities:
Debt
Revolving Credit Facility	—		—		—		—
Delayed Draw Term Loan	—		—		—		—
Senior Unsecured Notes (3)	13,730,503		12,567,443		4,694,523		4,955,000

____________________

(1)These investments represent the JACK Cleveland/Thistledown Lease, the Harrah’s Call Properties and the MGM Master Lease. The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

(2)We believe the current principal balance of these investments approximates their fair value.

(3)The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

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Commitments and Contingent Liabilities

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

Litigation

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of September 30, 2022, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Operating Lease Commitments

We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and has three 10-year extension options and (ii) certain corporate offices, the most material of which is our corporate headquarters in New York, NY, which expires in 2030 and has one five-year renewal option. The discount rates for the leases were determined based on the yield of our then current secured borrowings, adjusted to match borrowings of similar terms, and are between 5.3% and 5.5%. The weighted average remaining lease term as of September 30, 2022 under our operating leases was 13.8 years.

Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rent expense	$	503	$	503	$	1,504	$	1,507
Contractual rent	475		470		1,424		1,410

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	523
2023	1,937
2024	1,847
2025	1,908
2026	1,958
2027	1,979
Thereafter	15,137
Total minimum lease commitments	$	25,291
Discounting factor	8,964
Lease liability	$	16,327

Sub-Lease Commitments

Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases that are integral to the operations of the property, the cost of which is passed to our tenants through the Lease Agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord.

We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheet and Statement of Operations. The following is a summary of the leases, the lease classification of which has been determined to be either an operating sub-lease or finance sub-lease.

Operating Sub-Lease Commitments

With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the leases and determined that they meet the definition of an operating lease. Accordingly, we have recorded sub-lease right-of-use assets in Other assets and sub-lease liabilities in Other liabilities.

(In thousands)	September 30, 2022		December 31, 2021
Others assets (operating sub-leases)	$	30,362	$	—
Other liabilities (operating sub-lease liabilities)	30,362		—

Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rental income and expense	$	1,712	$	—	$	3,995	$	—
Contractual rent	1,602		—		3,720		—

The future minimum lease commitments relating to the sub-leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	1,619
2023	6,585
2024	6,553
2025	5,129
2026	3,934
2027	4,010
Thereafter	5,128
Total minimum lease commitments	$	32,957
Discounting factor	2,595
Sub-lease liabilities	$	30,362

The discount rate for the operating sub-leases were determined based on the yield of our secured borrowings at the time of assumption of the leases, adjusted to match borrowings of similar terms, and are between 2.6% and 2.9%. The weighted average remaining lease term as of September 30, 2022 under our operating sub-lease was 7.2 years.

Finance Sub-Lease Commitments

With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the ground and use leases and determined that they meet the definition of a sales-type lease and finance lease. Accordingly, we have recorded a sales-type sub-lease in Other assets and finance sub-lease liability in Other liabilities.

The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Others assets (sales-type sub-leases, net)	$	762,066	$	273,970
Other liabilities (finance sub-lease liabilities)	784,112		280,510

Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rental income and expense	$	14,466	$	5,604	$	33,392	$	16,905
Contractual rent	18,925		8,838		37,910		20,513

The future minimum lease commitments relating to the ground and use sub-leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	14,281
2023	58,769
2024	59,039
2025	59,174
2026	59,174
2027	59,174
Thereafter	2,555,535
Total minimum lease commitments	$	2,865,145
Discounting factor	2,081,033
Finance sub-lease liability	$	784,112

The discount rates for the finance ground and use sub-leases were determined based on the yield of our secured borrowings at the time of assumption of the leases, adjusted to match borrowings of similar terms, and are between 6% and 8%. The weighted average remaining lease term as of September 30, 2022 under our finance sub-leases was 55.0 years.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Stock

Authorized

As of September 30, 2022, we have the authority to issue 1,400,000,000 shares of stock, consisting of 1,350,000,000 shares of common stock, $0.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share.

Primary Follow-on Offerings

September 2021 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 were subject to forward sale agreements (collectively, the “September 2021 Forward Sale Agreements”), which required settlement 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, resulting in net proceeds, after deduction of the underwriting discount and expenses, of $1,859.0 million from the sale of the 65,000,000 shares (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock). We did not initially receive any proceeds from the sale of the 50,000,000 shares subject to the September 2021 Forward Sale Agreements, which were sold to the underwriters by the forward purchasers or their respective affiliates and remained subject to settlement in accordance with the terms of the September 2021 Forward Sale Agreements.

On February 18, 2022, we settled the September 2021 Forward Sale Agreements by delivering 50,000,000 shares of our common stock to the forward purchases, in exchange for total net proceeds of approximately $1,390.6 million, which were used to pay for a portion of the purchase price of the Venetian Acquisition. The physical settlement of the September 2021 Forward Sale Agreements were calculated based on the initial forward sale price per share of $28.62, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the September 2021 Forward Sale Agreements, resulting in a net forward sale price on the settlement date of $27.81 per share.

March 2021 Offering

On March 4, 2021, we completed a primary follow-on offering of 69,000,000 shares of common stock (inclusive of 9,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $29.00 per share for an aggregate offering value of $2,001.0 million, all of which were subject to forward sale agreements (the “March 2021 Forward Sale Agreements”), which required settlement by March 4, 2022. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates.

On February 18, 2022, we settled the March 2021 Forward Sale Agreements by delivering 69,000,000 shares of our common stock to the forward purchases, in exchange for total net proceeds of approximately $1,828.6 million, which were used to pay for a portion of the purchase price of the Venetian Acquisition. The physical settlement of the March 2021 Forward Sale Agreements were calculated based on the initial forward sale price per share of $28.06, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the March 2021 Forward Sale Agreements, resulting in a net forward sale price on the settlement date of $26.50 per share.

June 2020 Offering

On June 17, 2020, we completed a primary follow-on offering of 29,900,000 shares of common stock (inclusive of 3,900,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $22.15 per share for an aggregate offering value of $662.3 million, all of which were subject to a forward sale agreement (the “June 2020 Forward Sale Agreement”), which initially required settlement by September 17, 2020. On September 16, 2020, we amended the June 2020 Forward Sale Agreement to extend the maturity date from September 17, 2020 to June 17, 2021. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchaser or its affiliates.

On September 28, 2020, we partially settled the June 2020 Forward Sale Agreement by delivering 3,000,000 shares of our common stock to the forward purchaser, in exchange for total net proceeds of approximately $63.0 million, which was calculated based on the net forward sale price on the settlement date of $21.04 per share. On September 9, 2021, we physically settled the remaining shares 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, which was calculated based on the net forward sale price on the settlement date of $19.59 per share. The physical settlements of the June 2020 Forward Sale Agreement were calculated based on the initial forward sale price per share of $21.37, as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the June 2020 Forward Sale Agreement.

At-the-Market Offering Program

In May 2021, we entered into an equity distribution agreement (the “ATM Agreement”), subsequently amended in November 2021, pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,000.0 million of our common stock (the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale contracts. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

During the three months ended September 30, 2022, we sold a total of 3,918,807 shares under the ATM Program at a weighted average price per share of $34.73 for an aggregate value of $136.08 million, all of which were sold subject to a forward sale agreement (the “August 2022 ATM Forward Sale Agreement”). After fees and other adjustments calculated in accordance with the forward sale agreement, the aggregate net value of $134.8 million yielded a net initial forward sales price per share of $34.40.

During the three months ended June 30, 2022, we sold a total of 11,380,980 shares under the ATM Program at a weighted average price per share of $32.28 for an aggregate value of $367.4 million, all of which were sold subject to a forward sale agreement (the “June 2022 ATM Forward Sale Agreement” and together with the August 2022 ATM Forward Sale Agreement the “ATM Forward Sale Agreements”). After fees and other adjustments calculated in accordance with the forward sale agreement, the aggregate net value of $360.0 million yielded a net initial forward sales price per share of $31.64.

During the three months ended March 31, 2022 and the three and nine months ended September 30, 2021, we did not sell any shares under the ATM Program. We have no obligation to sell the remaining shares available for sale under the ATM Program.

We did not receive any proceeds from the sale of shares at the time we entered into the ATM Forward Sale Agreements. We determined that the ATM Forward Sale Agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the ATM Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. We expect to settle the shares under the ATM Forward Sale Agreements prior to the expiration of their respective terms entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the ATM Forward Sale Agreements.

As of September 30, 2022, the net forward sales price per share under the August 2022 ATM Forward Sale Agreement and June 2022 ATM Forward Sale Agreement were $34.08 and $31.36, respectively, and would result in us receiving approximately $133.5 million and $356.9 million, respectively, in net cash proceeds if we were to physically settle the shares under the ATM Forward Sale Agreements. Alternatively, if we were to cash settle the shares under the August 2022 ATM Forward Sale Agreement and the June 2022 ATM Forward Sale Agreement, it would result in a cash inflow of $3.4 million and $17.2 million, respectively, or, if we were to net share settle the shares under the August 2022 ATM Forward Sale Agreement and the June 2022 ATM Forward Sale Agreement, it would result in us receiving approximately 0.1 million and 0.6 million shares, respectively.

The following table details the issuance of outstanding shares of common stock, including restricted common stock:

	Nine Months Ended September 30,
Common Stock Outstanding	2022	2021
Beginning Balance January 1,	628,942,092	536,669,722
Issuance of common stock in primary follow-on offerings	—	65,000,000
Issuance of common stock upon physical settlement of forward sale agreements (1)	119,000,000	26,900,000
Issuance of common stock in connection with the REIT Mergers	214,552,532	—
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	598,800	375,165
Ending Balance September 30,	963,093,424	628,944,887

___________________

(1) Excludes the 15,299,787 shares subject to the ATM Forward Sale Agreements as such shares are not yet settled.

Dividends

Dividends declared (on a per share basis) during the nine months ended September 30, 2022 and 2021 were as follows:

Nine Months Ended September 30, 2022
Declaration Date	Record Date	Payment Date	Period	Dividend
March 10, 2022	March 24, 2022	April 7, 2022	January 1, 2022 - March 31, 2022	$	0.3600
June 9, 2022	June 23, 2022	July 7, 2022	April 1, 2022 - June 30, 2022	$	0.3600
September 8, 2022	September 22, 2022	October 6, 2022	July 1, 2022 - September 30, 2022	$	0.3900

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

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Earnings Per Share and Earnings Per Unit

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share and Earnings Per Unit

Earnings Per Share and Earnings Per Unit

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the shares to be issued by us upon settlement of any outstanding forward sale agreements for the period such dilutive security is outstanding. The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 11 - Stockholders' Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement).

The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2022	2021	2022	2021
Determination of shares:
Weighted-average shares of common stock outstanding	962,574	555,154	848,839	542,844
Assumed conversion of restricted stock	989	891	795	920
Assumed settlement of forward sale agreements	572	15,850	1,188	13,350
Diluted weighted-average shares of common stock outstanding	964,134	571,895	850,823	557,114

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Basic:
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Weighted-average shares of common stock outstanding	962,574		555,154		848,839		542,844
Basic EPS	$	0.34	$	0.29	$	0.61	$	1.35
Diluted:
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Diluted weighted-average shares of common stock outstanding	964,134		571,895		850,823		557,114
Diluted EPS	$	0.34	$	0.28	$	0.60	$	1.31

Earnings Per Unit

The following section presents the basic earnings per unit (“EPU”) and diluted EPU of VICI OP, our operating partnership and the direct parent and 100% interest holder in VICI LP. VICI LP’s interests are not expressed in units. However, given that VICI OP has a unit ownership structure and the financial information of VICI OP is substantially identical with that of VICI LP, we have elected to present the EPU of VICI OP. Basic EPU is computed by dividing net income attributable to partners’ capital by the weighted-average number of units outstanding during the period. In accordance with the VICI OP limited liability company agreement, for each share of common stock issued at VICI, a corresponding unit is issued by VICI OP. Accordingly, diluted EPU reflects the additional dilution for all potentially dilutive units resulting from potentially dilutive VICI stock issuances, such as options, unvested restricted stock awards, unvested performance-based restricted stock unit awards and the units to be issued by us upon settlement of any outstanding forward sale agreements of VICI for the period such dilutive security is outstanding. The units issuable upon settlement of any outstanding forward sale agreements of VICI are reflected in the diluted EPU calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of units used in calculating diluted EPU is deemed to be increased by the excess, if any, of the number of units that would be issued upon full physical settlement of the units under any outstanding forward sale agreements for the period prior to settlement over the number of shares of VICI common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement). Upon VICI’s physical settlement of the shares of VICI common stock under the outstanding forward sale agreement, the delivery of shares of VICI common stock resulted in an increase in the number of VICI OP units outstanding and resulting dilution to EPU.

The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the weighted-average units outstanding used in the calculation of diluted EPU:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2022	2021	2022	2021
Determination of units:
Weighted-average units outstanding	974,805	555,154	855,784	542,844
Assumed conversion of VICI restricted stock	989	891	795	920
Assumed settlement of VICI forward sale agreements	572	15,850	1,188	13,350
Diluted weighted-average units outstanding	976,366	571,895	857,768	557,114

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Basic:
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Weighted-average units outstanding	974,805		555,154		855,784		542,844
Basic EPU	$	0.34	$	0.29	$	0.60	$	1.34
Diluted:
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Weighted-average units outstanding	976,366		571,895		857,768		557,114
Diluted EPU	$	0.34	$	0.28	$	0.59	$	1.31

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At September 30, 2022, 10.9 million shares of common stock remained available for issuance by us as equity awards under the Plan.

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Stock-based compensation expense	$	3,493	$	2,395	$	9,359	$	7,067

The following table details the activity of our time-based restricted stock and performance-based restricted stock units:

	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
(In thousands, except per share data)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	888	$	21.15	855	$	21.48
Granted	874	27.81		493	18.83
Vested	(385)	23.95		(371)	19.41
Forfeited	(94)	23.05		(60)	19.90
Canceled	—	—		—	—
Outstanding at end of period	1,283	$	24.70	917	$	21.00

As of September 30, 2022, there was $21.2 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 2.0 years.

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Segment Information

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment Information

Segment Information

Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and our real estate lending activities and represents the substantial majority of our business. The golf course business segment, which is wholly owned by VICI, 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. The following table presents certain information with respect to our segments:

	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
(In thousands)	Real Property Business		Golf Course Business		VICI Consolidated		Real Property Business		Golf Course Business		VICI Consolidated
Revenues	$	744,855	$	6,688	$	751,543	$	369,200	$	6,504	$	375,704
Interest expense	(169,354)		—		(169,354)		(165,099)		—		(165,099)
Loss on extinguishment of debt	—		—		—		(15,622)		—		(15,622)
Income from unconsolidated affiliate	22,719		—		22,719		—		—		—
Income before income taxes	336,489		806		337,295		163,953		619		164,572
Income tax expense	(245)		(172)		(417)		(245)		(143)		(388)
Net income	336,244		634		336,878		163,708		476		164,184
Depreciation	31		785		816		29		742		771
Total assets	37,205,177		102,805		37,307,982		17,453,567		95,237		17,548,804
Total liabilities	15,227,819		17,866		15,245,685		5,402,358		17,660		5,420,018
	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
(In thousands)	Real Property Business		Golf Course Business		VICI Consolidated		Real Property Business		Golf Course Business		VICI Consolidated
Revenues	$	1,805,306	$	25,485	$	1,830,791	$	1,104,812	$	21,602	$	1,126,414
Interest expense	(370,624)		—		(370,624)		(321,953)		—		(321,953)
Loss on extinguishment of debt	—		—		—		(15,622)		—		(15,622)
Income from unconsolidated affiliate	37,853		—		37,853		—		—		—
Income before income taxes	516,278		6,991		523,269		736,991		4,497		741,488
Income tax expense	(328)		(1,516)		(1,844)		(1,128)		(1,000)		(2,128)
Net income	515,950		5,475		521,425		735,863		3,497		739,360
Depreciation	90		2,281		2,371		92		2,228		2,320
Total assets	37,205,177		102,805		37,307,982		17,453,567		95,237		17,548,804
Total liabilities	15,227,819		17,866		15,245,685		5,402,358		17,660		5,420,018

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements, including the notes thereto, are unaudited and condense or exclude some of the disclosures and information normally required in audited financial statements.

We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited Financial Statements and related notes should be read in conjunction with VICI’s audited financial statements and notes thereto included in VICI’s most recent Annual Report on Form 10-K and VICI LP’s audited financial statements and notes thereto included as an exhibit to the Current Report on Form 8-K filed on April 18, 2022, as updated from time to time in our other filings with the SEC.

All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates.

Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Principles of Consolidation and Non-controlling Interest

Principles of Consolidation

The accompanying consolidated financial statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary.

Non-controlling Interests

We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of September 30, 2022, VICI’s non-controlling interests represent an approximate 1.3% third-party ownership of VICI OP in the form of VICI OP Units and a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease. As VICI OP is a parent entity of VICI LP, VICI LP’s only non-controlling interest is that of third-party ownership of Harrah’s Joliet LandCo LLC.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted CashCash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of September 30, 2022 and December 31, 2021, we did not have any restricted cash.

Investments in Leases - Sales-type and Financing Receivables, Net, and Lease Term

Investments in Leases - Sales-type, Net

We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.

We have determined that the land and building components of all of the Caesars Leases (excluding the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City real estate asset components (the “Harrah’s Call Properties”) of the Caesars Regional Master Lease), Century Master Lease, Hard Rock Cincinnati Lease, PENN Entertainment Leases, Southern Indiana Lease, and Venetian Lease meet the definition of a sales-type lease under ASC 842.

Investments in Leases - Financing Receivables, Net

In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.

We determined that the land and building components of the MGM Master Lease, JACK Cleveland/Thistledown Lease and the Harrah’s Call Properties asset components of the Caesars Regional Master Lease meet the definition of a sales-type lease and, since we purchased and leased the assets back to the sellers under sale leaseback transactions, control is not considered to have transferred to us under GAAP. Accordingly, the MGM Master Lease, JACK Cleveland/Thistledown Lease and the Harrah’s Call Properties component of the Caesars Regional Master Lease are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310.

Lease Term

We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the Lease Agreements. We believe our tenants are economically compelled to renew the Lease Agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the Lease Agreements and the lack of suitable replacement assets.

Income from Leases and Lease Financing Receivables

We recognize the related income from our sales-type leases and lease financing receivables on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under sales-type leases and lease financing receivables will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables and loans, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.

Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. Such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations.

Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.

Investments in Loans, net

Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.

Investment in Unconsolidated Affiliate

Investment in Unconsolidated Affiliate

We account for our investment in unconsolidated affiliate using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of the investment. Our equity method investment represents our 50.1% ownership interest in the BREIT JV, which was acquired in the MGP Transactions and, as a result, was recorded at relative fair value. The difference in basis between our share of the carrying value of the BREIT JV and the relative fair value upon acquisition is amortized into Income from unconsolidated affiliate over the estimated useful life of the respective underlying real estate assets, the remaining lease term of the BREIT JV Lease, or the remaining term of the assumed debt, as applicable.

We assess our investment in unconsolidated affiliate for recoverability and, if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value.

Allowance for Credit Losses

Allowance for Credit Losses

ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans.

We have elected to use a discounted cash flow model to estimate the Allowance for credit losses, or CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease or loan and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected credit loss cash flows.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and borrowers and their parent guarantors, as applicable, over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and borrowers and their parent guarantors, as applicable. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-Term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant or borrower and parent guarantor, as applicable, and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-Term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over

approximately the past 40 years that have similar credit profiles or characteristics to our tenants, borrowers and their parent guarantors, as applicable. We are unable to use our historical data to estimate losses as we have no loss history to date.

The CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Sales-type sub-leases included in Other assets on our Balance Sheet. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Statement of Operations for the relevant period.

We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties through the Partner Property Growth Fund. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers' and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for all of our other investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheet.

Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2022 and 2021.

Other income and Other expenses

Other income and Other expensesOther income primarily represents sub-lease income related to certain ground and use leases. Under the Lease Agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under these certain ground and use leases.

Fair Value Measurements

Fair Value Measurements

We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets or on other “observable” market inputs, and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.

Derivative Financial Instruments

Derivative Financial Instruments

We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged transactions. If it is determined that a

derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in Net income prospectively. If the hedge relationship is terminated, then the value of the derivative previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.

We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.

Concentrations of Credit Risk

Concentrations of Credit Risk Caesars and MGM are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they respectively lease from us. Revenue from Caesars, which includes the Caesars Leases, represented 39% and 49% of our lease revenues for the three and nine months ended September 30, 2022, respectively, and 85% and 86% of our lease revenues for the three and nine months ended September 30, 2021, respectively. Revenue from MGM, which includes the MGM Master Lease and our proportionate share of the BREIT JV Lease, represented 43% and 30% of our lease revenues for the three and nine months ended September 30, 2022, respectively. Additionally, our properties on the Las Vegas Strip generated approximately 47% and 45% of our lease revenues for the three and nine months ended September 30, 2022, respectively, and 32% of our lease revenues for the three and nine months ended September 30, 2021. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

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Real Estate Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Asset Acquisition

The number of MGP Common Shares converted to shares of VICI common stock was determined as follows:

MGP Common Shares outstanding as of April 29, 2022	156,757,773
Exchange Ratio	1.366
VICI common stock issued (1)	214,131,064
VICI common stock issued for MGP stock-based compensation awards	421,468
Total VICI common stock issued	214,552,532

____________________

(1) Amount excludes the cash paid in lieu of approximately 54 fractional MGP Common Shares.

Accordingly, the MGP Transactions were accounted for as an asset acquisition under ASC 805-50 and we determined the consideration transferred under the MGP Transactions was $11.6 billion, comprised of the following:

(In thousands)	Amount
REIT Merger Consideration (1)	$	6,568,480
Redemption payment to MGM	4,404,000
VICI OP Units retained by MGM (2)	374,769
Repayment of MGP revolving credit facility (3)	90,000
Transactions costs (4)	119,741
Total consideration transferred	$	11,556,990
Assumption of MGP OP Notes and Exchange Notes, at principal value	4,200,000
Assumption of our proportionate share of the BREIT JV CMBS debt, at principal value	1,503,000
Total purchase price	$	17,259,990

____________________

(1) Amount represents the dollar value of 214,375,990 shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $30.64 per share, which were issued in exchange for the MGP Common Shares outstanding immediately prior to the REIT Merger and certain of the MGP stock-based compensation awards, converted to shares of VICI common stock.

(2) Amount represents 12,231,373 VICI OP Units retained by MGM as non-controlling interest in VICI OP, multiplied by the VICI stock price at the time of closing of $30.64 per share.

(3) Represents the total amount outstanding under MGP’s revolving credit facility as of April 29, 2022. In connection with the MGP Transactions, such amount was repaid in full and the related credit agreement was terminated.

(4) In accordance with ASC 805-50, all direct and incremental costs related to the MGP Transactions, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred.

Under ASC 805-50, we allocated the purchase price by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the MGP Transactions:

(In thousands)	Amount
Investments in leases - financing receivables (1) (2)	$	14,245,868
Investment in unconsolidated affiliate (2) (3)	1,465,814
Cash and cash equivalents (4)	25,387
Other assets (4)	338,212
Debt, net (5)	(4,106,082)
Accrued expenses and deferred revenue (4)	(79,482)
Other liabilities (4)	(332,727)
Total net assets acquired	$	11,556,990

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(1) We valued the real estate portfolio at relative fair value using rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level operating performance and (iii) supply and demand dynamics of each property’s respective market. The multiples used ranged from 15.0x - 18.5x with a weighted average rent multiple of 16.7x, as determined using relative fair value.

(2) The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

(3) We value the Investment in unconsolidated affiliate at relative fair based on our percentage ownership of the net assets of the BREIT JV.

(4) Amounts represents their current carrying value which is equal to fair value. The Other assets and Other liabilities amounts include the gross presentation of certain MGP ground leases which we assumed in connection with the MGP Transactions.

(5) Amount represents the fair value of debt as of April 29, 2022, which was estimated as a $93.9 million discount to the notional value. The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

Summary Of Loan Originations

The following table summarizes our 2022 development loan origination activity to date:

($ in Thousands)
Loan Name	Maximum Loan Amount		Loan Type	Development Project
Canyon Ranch Austin (1)	$	200,000	Senior Secured	Canyon Ranch Austin located in Austin, TX
Great Wolf Gulf Coast Texas	127,000		Mezzanine	532-room indoor water park resort located in Webster, TX
Great Wolf South Florida	59,000		Mezzanine	500-room indoor water park resort located in Collier County, FL
Cabot Citrus Farms	120,000		Senior Secured	Cabot Citrus Farms located in Brookdale, FL
BigShots	80,000		Senior Secured	Financed BigShots Golf Facilities throughout the United States
Total	$	586,000

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(1) The Canyon Ranch Austin Loan (as defined below) was originated subsequent to quarter end, on October 7, 2022.

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Real Estate Portfolio (Tables)

9 Months Ended

Sep. 30, 2022

Real Estate [Abstract]

Schedule Real Estate Portfolio

The following is a summary of the balances of our real estate portfolio as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Investments in leases - sales-type, net (1)	$	17,011,585	$	13,136,664
Investments in leases - financing receivables, net (1)	16,441,616		2,644,824
Total investments in leases, net	33,453,201		15,781,488
Investments in loans, net	579,805		498,002
Investment in unconsolidated affiliate	1,463,230		—
Land	153,560		153,576
Total real estate portfolio	$	35,649,796	$	16,433,066

____________________

(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective Lease Agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of September 30, 2022 and December 31, 2021, the estimated residual values of the leased properties under our Lease Agreements were $11.4 billion and $3.8 billion, respectively.

Schedule of Components of Direct Financing and Operating Leases

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Income from sales-type leases, excluding contingent rent (1)	$	371,541	$	290,706	$	1,064,463	$	870,417
Income from lease financing receivables (1) (2)	339,544		60,178		653,908		180,139
Total lease revenue, excluding contingent rent	711,085		350,884		1,718,371		1,050,556
Contingent rent (1)	4,506		1,353		13,489		2,920
Total lease revenue	715,591		352,237		1,731,860		1,053,476
Non-cash adjustment (3)	(108,556)		(31,142)		(230,516)		(88,417)
Total contractual lease revenue	$	607,035	$	321,095	$	1,501,344	$	965,059

____________________

(1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842, which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842. As of September 30, 2022, we have recognized contingent rent from our Margaritaville Lease and Greektown Lease in relation to the variable rent portion of the respective leases and the Caesars Las Vegas Master Lease in relation to the CPI portion of the annual escalator. Refer to the Lease Provisions section below for information regarding contingent rent on each lease.

(2) Represents the MGM Master Lease, Harrah’s Call Properties and the JACK Cleveland/Thistledown Lease, all 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 been transferred to us, such lease agreements are accounted for as financings under ASC 310.

(3) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type 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.

Schedule of Future Minimum Lease Payments for Operating and Capital Leases

At September 30, 2022, minimum lease payments owed to us for each of the five succeeding years under sales-type leases and our leases accounted for as financing receivables, are as follows:

	Minimum Lease Payments (1) (2)
	Investments in Leases
(In thousands)	Sales-Type		Financing Receivables		Total
2022 (remaining)	$	333,747	$	272,444	$	606,191
2023	1,344,189		1,103,787		2,447,976
2024	1,366,127		1,125,348		2,491,475
2025	1,385,348		1,146,509		2,531,857
2026	1,405,006		1,168,089		2,573,095
2027	1,425,272		1,190,145		2,615,417
Thereafter	56,603,912		86,652,035		143,255,947
Total	$	63,863,601	$	92,658,357	$	156,521,958
Weighted Average Lease Term (2)	36.6 years		51.1 years		43.7 years

____________________

(1) Minimum lease payments do not include contingent rent, as discussed above, that may be received under the Lease Agreements.

(2) The minimum lease payments and weighted average remaining lease term assumes the exercise of all tenant renewal options, consistent with our conclusions under ASC 842 and ASC 310.

Schedule of Lease Agreements

The following is a summary of the material lease provisions of our Caesars Leases, Venetian Lease, MGM Master Lease, and BREIT JV Lease:

($ In thousands)	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	Venetian Lease	MGM Master Lease	BREIT JV Lease
Lease Provision
Initial term	18 years	18 years	30 years	25 years	30 years
Initial term maturity	7/31/2035	7/31/2035	2/29/2052	4/30/2047	2/28/2050
Renewal terms	Four, five-year terms	Four, five-year terms	Two, ten-year terms	Three, ten-year terms	Two, ten-year terms
Current lease year (1)	11/1/21 - 10/31/22 (Lease Year 5)	11/1/21 - 10/31/22 (Lease Year 5)	2/23/22 - 2/28/23 (Lease Year 1)	4/29/22-4/30/23 (Lease Year 1)	3/1/22 - 2/28/23 (Lease Year 3)
Current annual rent	$649,572 (2) (3)	$422,224 (3)	$250,000	$860,000	$303,800 (VICI’s 50.1% Pro Rata Share: $152,203)
Annual escalator (4)	Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor	> 2% / change in CPI	>2% / change in CPI (capped at 3%) beginning in Lease year 2	Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%)	Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%)
Variable rent adjustment (5)	Year 8: 70% base rent / 30% variable rent Years 11 & 16: 80% base rent / 20% variable rent	Years 8, 11 & 16: 80% base rent / 20% variable rent	None	None	None
Variable rent adjustment calculation (4)	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 Year 11: Avg. of years 8-10 less avg. of years 5-7 Year 16: Avg. of years 13-15 less avg. of years 8-10	None	None	None

____________________

(1) For the Venetian Lease, lease year two will begin on the earlier of (i) March 1, 2024 and (ii) the first day of the first month following the month in which the net revenue of the Venetian Resort for the trailing twelve months equals or exceeds 2019 net revenue, which date can be no earlier than the anniversary of the first lease year (March 1, 2023).

(2) Current annual rent with respect to the Joliet Lease is presented prior to accounting for the non-controlling interest, or rent payable, to the 20% third-party ownership of Harrah’s Joliet LandCo LLC. After adjusting for the 20% non-controlling interest, combined Current annual rent under the Caesars Regional Master Lease and Joliet Lease is $641.2 million.

(3) Effective November 1, 2022, the escalated base rent under the Caesars Regional Master Lease and Joliet Lease will be $703.7 million and the escalated base rent under the Caesars Las Vegas Master lease will be $454.5 million.

(4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. In relation to the Caesars Las Vegas Master Lease, during the three and nine months ended September 30, 2022, we recognized approximately $3.1 million and $9.2 million, respectively, in contingent rent. No such rent has been recognized for the three and nine months ended September 30, 2021. In relation to the Caesars Regional Master Lease, Joliet Lease, Venetian Lease, and MGM Master Lease, no such rent has been recognized for the three and nine months ended September 30, 2022 and 2021.

(5) Variable rent is not subject to the Escalator.

The following is a summary of the material lease provisions of our PENN Entertainment Leases, Hard Rock Cincinnati Lease, Century Master Lease, JACK Cleveland/Thistledown Lease and Southern Indiana Lease:

($ In thousands)	Margaritaville Lease	Greektown Lease	Hard Rock Cincinnati Lease	Century Master Lease	JACK Cleveland/Thistledown Lease	Southern Indiana Lease
Lease Provision
Initial term	15 years	15 years	15 years	15 years	20 years	15 years
Initial term maturity	1/31/2034	5/31/2034	9/30/2034	12/31/2034	1/31/2040	8/31/2036
Renewal terms	Four, five-year terms	Four, five-year terms	Four, five-year terms	Four, five-year terms	Three, five-year terms	Four, five-year terms
Current lease year	2/1/22 - 1/31/23 (Lease Year 4)	6/1/22 - 5/31/23 (Lease Year 4)	10/1/22 - 9/30/23 (Lease Year 4)	1/1/22 - 12/31/22 (Lease Year 3)	2/1/22 - 1/31/23 (Lease Year 3)	9/1/22 - 8/31/23 (Lease Year 2)
Current annual rent	$23,813	$51,321	$44,703	$25,503	$68,704	$32,988
Annual escalator (1)	2% of Building base rent ($17.2 million)	2% of Building base rent ($42.8 million)	Lease years 2-4 - 1.5% Lease years 5-15 - > 2% / change in CPI (2)	Lease years 2-3 - 1.0% Lease years 4-15 - > 1.25% / CPI	Lease year 3 - 1.0% Lease years 4-6 - 1.5% Lease years 7-20 - >1.5%/change in CPI (capped at 2.5%)	Lease years 2-5 - 1.5% Lease years 6-15 - >2.0% / change in CPI
Coverage floor (3)	Net revenue to rent ratio: 6.1x net revenue commencing lease year two	Net revenue ratio to be mutually agreed upon prior to the commencement of lease year five	None	7.5x net revenue commencing lease year six	None	None
Variable Rent adjustment (4)	Lease year three and each and every other lease year thereafter	Lease year three and each and every other lease year thereafter	Lease year 8: 80% base rent and 20% variable rent	Lease year 8 and 11: 80% Base Rent and 20% Variable Rent	None	Lease year 8 and 11: 80% Base Rent and 20% Variable Rent
Variable Rent adjustment calculation	4% of the average net revenues for trailing 2 year period less threshold amount (defined as 50% of LTM net revenues prior to acquisition)	4% of the average net revenues for trailing 2 year period less threshold amount (defined as 50% of LTM net revenues prior to acquisition)	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 1-3	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 1-3 Year 11: Avg. of years 8-10 less avg. of years 5-7	None	4% of revenue increase/decrease: Year 8: Avg. of years 5-7 less avg. of years 0-2 (5) Year 11: Avg. of years 8-10 less avg. of years 5-7

____________________

(1) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and nine months ended September 30, 2022 and 2021.

(2) Starting in lease year 5, if the change in CPI is less than 0.5%, there will be no escalation in rent for such lease year.

(3) In the event that the net revenue to rent ratio coverage, as applicable, is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue to rent ratio coverage, as applicable, provided that the amount shall never result in a decrease to the prior year’s rent. With respect to the Century Master Lease, if the coverage ratio is below the stated amount the escalator will be reduced to 0.75%.

(4) Variable (percentage rent) is subject to the percentage rent multiplier. With respect to the PENN Entertainment Leases, after the first percentage rent reset, any amounts related to variable (percentage) rent are considered contingent rent in accordance with GAAP. In relation to the Margaritaville Lease, during the three months ended September 30, 2022 and 2021, we recognized $0.9 million and $0.8 million, respectively, in contingent rent. During the nine months ended September 30, 2022 and 2021, we recognized $2.7 million and $2.2 million, respectively, in contingent rent. In relation to the Greektown Lease during the three months ended September 30, 2022 and 2021, we recognized approximately $0.5 million in contingent rent. During the nine months ended September 30, 2022 and 2021, we recognized $1.6 million and $0.7 million, respectively, in contingent rent.

(5) With respect to lease year 0, for the period Caesars Southern Indiana was closed in 2020 due to COVID-19, the Southern Indiana Lease provides for the use of 2019 net revenues, pro rated for the period of such closure.

Schedule Of Capital Expenditure Requirements Under Lease Agreements

Except as specifically provided in the below table, which summarizes the capital expenditure requirements of the respective tenants under the Caesars Leases, the Venetian Lease and the BREIT JV Lease, the tenants under our other Lease Agreements are all required to spend a minimum of 1% of net revenues or net gaming revenues, as the case may be:

Provision	Caesars Regional Master Lease and Joliet Lease	Caesars Las Vegas Master Lease	Venetian Lease	BREIT JV Lease
Yearly minimum expenditure	1% of net revenues (1)	1% of net revenues (1)	2% of net revenues based on rolling three-year basis	3.5% of net revenues based on 5-year rolling test, 1.5% monthly reserves
Rolling three-year minimum (2)	$311 million	$84 million	N/A	N/A

____________________

(1) The Caesars Leases require a $114.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Joliet and the Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.

(2) Certain tenants under the Caesars Leases, as applicable, are required to spend $380.3 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $286.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.3 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars Lease in such proportion as such tenants may elect. Additionally, the tenants under the Regional Master Lease and Joliet Lease are required to expend a minimum of $537.5 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement.

Summary of Investments In Loans

The following is a summary of our investments in loans as of September 30, 2022 and December 31, 2021:

September 30, 2022
Loan Type	Principal Balance		Carrying Value(1)		Future Funding Commitments(2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured	$	474,168	$	470,674	$	213,832	7.8	%	3.3 years
Mezzanine	111,611		109,131		153,898		7.9	%	4.1 years
Total	$	585,779	$	579,805	$	367,730	7.9	%	3.5 years

December 31, 2021
Loan Type	Principal Balance		Carrying Value(1)		Future Funding Commitments(2)		Weighted Average Interest Rate		Weighted Average Term (3)
Senior Secured	$	465,000	$	465,034	$	15,000	7.8	%	3.5 years
Mezzanine	33,614		32,968		45,886		8.0	%	4.0 years
Total	$	498,614	$	498,002	$	60,886	7.8	%	3.5 years

____________________

(1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses.

(2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement.

(3) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.

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Allowance for Credit Losses (Tables)

9 Months Ended

Sep. 30, 2022

Credit Loss [Abstract]

Net Investment in Lease, Allowance for Credit Loss

The following tables detail the allowance for credit losses as of September 30, 2022 and December 31, 2021:

	September 30, 2022
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	17,698,971	$	(687,386)	$	17,011,585	3.88	%
Investments in leases - financing receivables	17,102,430		(660,814)		16,441,616		3.86	%
Investments in loans	585,818		(6,013)		579,805		1.03	%
Other assets - sales-type sub-leases	784,112		(22,046)		762,066		2.81	%
Totals	$	36,171,331	$	(1,376,259)	$	34,795,072	3.80	%

	December 31, 2021
($ In thousands)	Amortized Cost		Allowance (1)		Net Investment		Allowance as a % of Amortized Cost
Investments in leases - sales-type	$	13,571,516	$	(434,852)	$	13,136,664	3.20	%
Investments in leases - financing receivables	2,735,948		(91,124)		2,644,824		3.33	%
Investments in loans	498,775		(773)		498,002		0.15	%
Other assets - sales-type sub-leases	280,510		(6,540)		273,970		2.33	%
Totals	$	17,086,749	$	(533,289)	$	16,553,460	3.12	%

____________________

(1) The total allowance excludes the CECL allowance for unfunded commitments of our senior secured and mezzanine loans. As of September 30, 2022 and December 31, 2021, such allowance is $23.5 million and $1.0 million, respectively, and is recorded in Other liabilities.

The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the nine months ended September 30, 2022 and 2021:

	Nine Months Ended September 30,
(In thousands)	2022		2021
Beginning Balance December 31,	$	534,326	$	553,879
Initial allowance from current period investments	523,235		1,725
Current period change in credit allowance	342,224		(26,177)
Charge-offs	—		—
Recoveries	—		—
Ending Balance September 30,	$	1,399,785	$	529,427

Financing Receivable Credit Quality Indicators

The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2022 and 2021:

	September 30, 2022
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	4,230,599	$	15,624,832	$	14,975,981	$	874,054	$	280,075	$	185,790	$	36,171,331

	September 30, 2021
(In thousands)	Ba2		Ba3		B1		B2		B3		N/A(2)		Total
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1)	$	—	$	952,620	$	14,905,789	$	866,312	$	281,869	$	84,292	$	17,090,882

____________________

(1)Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheet, rather the CECL allowance is based on our current best estimate of future funding commitments.

(2)We estimate the CECL allowance for our senior secured and mezzanine loans, excluding the Forum Convention Center Mortgage Loan, using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.

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Other Assets and Other Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Other Liabilities [Abstract]

Schedule of Other Assets

The following table details the components of our other assets as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Sales-type sub-leases, net (1)	$	762,066	$	273,970
Property and equipment used in operations, net	67,302		68,515
Right of use assets and sub-lease right of use assets	46,611		16,811
Debt financing costs	19,715		24,928
Deferred acquisition costs	12,197		24,690
Tenant receivables	9,187		5,032
Prepaid expenses	5,903		3,660
Interest receivable	4,843		2,780
Other receivables	3,066		341
Forward-starting interest rate swaps	—		884
Other	1,191		3,082
Total other assets	$	932,081	$	424,693

_______________________________________________________

(1) As of September 30, 2022 and December 31, 2021, sales-type sub-leases are net of $22.0 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

Schedule of Property and Equipment Used in Operations, Net

Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Land and land improvements	$	60,080	$	59,250
Buildings and improvements	15,065		14,880
Furniture and equipment	9,158		9,014
Total property and equipment used in operations	84,303		83,144
Less: accumulated depreciation	(17,001)		(14,629)
Total property and equipment used in operations, net	$	67,302	$	68,515

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation expense	$	816	$	771	$	2,371	$	2,320

Schedule of Other Liabilities

The following table details the components of our other liabilities as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Finance sub-lease liabilities	$	784,112	$	280,510
Deferred financing liabilities	73,600		73,600
Lease liabilities and sub-lease liabilities	46,689		16,811
CECL allowance for unfunded commitments	23,525		1,037
Deferred income taxes	4,194		3,879
Total other liabilities	$	932,120	$	375,837

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Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The following tables detail our debt obligations as of September 30, 2022 and December 31, 2021:

($ In thousands)	September 30, 2022
Description of Debt	Maturity	Interest Rate	Face Value		Carrying Value(1)
Revolving Credit Facility (2)	2026	SOFR + 1.050%	$	—	$	—
Delayed Draw Term Loan (2)	2025	SOFR + 1.200%	—		—
November 2019 Notes(3)
2026 Maturity	2026	4.250%	1,250,000		1,238,112
2029 Maturity	2029	4.625%	1,000,000		988,531
February 2020 Notes(3)
2025 Maturity	2025	3.500%	750,000		744,434
2027 Maturity	2027	3.750%	750,000		742,667
2030 Maturity	2030	4.125%	1,000,000		988,253
April 2022 Notes(3)
2025 Maturity	2025	4.375%	500,000		495,927
2028 Maturity	2028	4.516% (4)	1,250,000		1,236,455
2030 Maturity	2030	4.541% (4)	1,000,000		987,186
2032 Maturity	2032	3.980% (4)	1,500,000		1,480,290
2052 Maturity	2052	5.625%	750,000		735,237
Exchange Notes(3)
2024 Maturity	2024	5.625%	1,024,169		1,030,177
2025 Maturity	2025	4.625%	799,368		782,077
2026 Maturity	2026	4.500%	480,524		461,848
2027 Maturity	2027	5.750%	729,466		739,056
2028 Maturity	2028	4.500%	349,325		335,923
2029 Maturity	2029	3.875%	727,114		657,902
MGP OP Notes(3)
2024 Maturity	2024	5.625%	25,831		25,915
2025 Maturity	2025	4.625%	632		613
2026 Maturity	2026	4.500%	19,476		18,480
2027 Maturity	2027	5.750%	20,534		20,519
2028 Maturity	2028	4.500%	675		637
2029 Maturity	2029	3.875%	22,886		20,264
Total Debt		4.496% (5)	$	13,950,000	$	13,730,503

($ In thousands)	December 31, 2021
Description of Debt	Maturity	Interest Rate	Face Value		Carrying Value(1)
Secured Revolving Credit Facility (6)	2024	L + 2.00%	$	—	$	—
November 2019 Notes(3)
2026 Maturity	2026	4.250%	1,250,000		1,235,972
2029 Maturity	2029	4.625%	1,000,000		987,331
February 2020 Notes(3)
2025 Maturity	2025	3.500%	750,000		742,677
2027 Maturity	2027	3.750%	750,000		741,409
2030 Maturity	2030	4.125%	1,000,000		987,134
Total Debt		4.105%	$	4,750,000	$	4,694,523

____________________

(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

(2)Interest on any outstanding balance is payable monthly. Borrowings under the Revolving Credit Facility and Delayed Draw Term Loan bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR and a range of 0.85% to 1.60% margin plus SOFR, respectively, depending on our credit ratings, with an additional 0.10% adjustment. Additionally, the commitment fees under the Revolving Credit Facility and Delayed Draw Term Loan are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, for both instruments depending on our credit ratings. For the three and nine months ended September 30, 2022, the commitment fees for both the Revolving Credit Facility and Delayed Draw Term Loan were 0.375%.

(3)Interest is payable semi-annually.

(4)Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives). The contractual interest rates on the April 2022 Notes maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively.

(5)The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives), as applicable. The contractual weighted average interest rate as of September 30, 2022, which excludes the impact of the forward-starting interest rate swaps and treasury locks, is 4.67%

(6)On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets) and the Existing Credit Agreement, and entered into the Credit Agreement providing for the Credit Facilities, as described below.

Schedule of Contractual Obligation, Fiscal Year Maturity Schedule

The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2022:

(In thousands)	Future Minimum Principal Payments
2022 (remaining)	$	—
2023	—
2024	1,050,000
2025	2,050,000
2026	1,750,000
2027	1,500,000
Thereafter	7,600,000
Total minimum principal payments	$	13,950,000

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Derivatives (Tables)

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivatives

The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2021. As of September 30, 2022, there were no derivative instruments outstanding.

($ In thousands)	December 31, 2021
Instrument	Number of Instruments	Fixed Rate	Notional		Index	Maturity
Forward-starting interest rate swap	1	1.3465%	$	500,000	USD SOFR- COMPOUND	May 2, 2032

The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	—	$	200,550	$	—
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks	(6,037)		—		(10,196)		—

The following table presents the effect of our interest rate swaps derivative financial instruments on our Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Unrealized gain recorded in other comprehensive income	$	—	$	6,576	$	—	$	28,282
Interest from interest rate swaps recorded in interest expense	—		8,792		—		29,960
Interest rate swap settlement recorded in interest expense	—		64,239		—		64,329

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Fair Value (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation

The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:

	September 30, 2022
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments (1)	$	207,722	$	—	$	207,722	$	—

	December 31, 2021
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Derivative instruments - forward-starting interest rate swap (2)	$	884	$	—	$	884	$	—

___________________

(1) The carrying value of these investments is equal to their fair value due to the short-term nature of the investments as well as their credit quality.

(2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820.

Schedule Of Estimated Fair Value

The estimated fair values of our financial instruments as of September 30, 2022 and December 31, 2021 for which fair value is only disclosed are as follows:

	September 30, 2022				December 31, 2021
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Investments in leases - financing receivables (1)	$	16,441,616	$	17,457,867	$	2,644,824	$	3,104,337
Investments in loans (2)	579,805		585,779		498,002		498,614
Cash and cash equivalents	518,383		518,383		739,614		739,614
Financial liabilities:
Debt
Revolving Credit Facility	—		—		—		—
Delayed Draw Term Loan	—		—		—		—
Senior Unsecured Notes (3)	13,730,503		12,567,443		4,694,523		4,955,000

____________________

(1)These investments represent the JACK Cleveland/Thistledown Lease, the Harrah’s Call Properties and the MGM Master Lease. The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy.

(2)We believe the current principal balance of these investments approximates their fair value.

(3)The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

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Commitments and Contingent Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of Lease Cost

Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rent expense	$	503	$	503	$	1,504	$	1,507
Contractual rent	475		470		1,424		1,410

Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rental income and expense	$	1,712	$	—	$	3,995	$	—
Contractual rent	1,602		—		3,720		—

Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Rental income and expense	$	14,466	$	5,604	$	33,392	$	16,905
Contractual rent	18,925		8,838		37,910		20,513

Schedule of Future Minimum Rental Payments for Operating Leases

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	523
2023	1,937
2024	1,847
2025	1,908
2026	1,958
2027	1,979
Thereafter	15,137
Total minimum lease commitments	$	25,291
Discounting factor	8,964
Lease liability	$	16,327

The future minimum lease commitments relating to the sub-leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	1,619
2023	6,585
2024	6,553
2025	5,129
2026	3,934
2027	4,010
Thereafter	5,128
Total minimum lease commitments	$	32,957
Discounting factor	2,595
Sub-lease liabilities	$	30,362

Schedule of Assets And Liabilities, Lessor

(In thousands)	September 30, 2022		December 31, 2021
Others assets (operating sub-leases)	$	30,362	$	—
Other liabilities (operating sub-lease liabilities)	30,362		—

The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
Others assets (sales-type sub-leases, net)	$	762,066	$	273,970
Other liabilities (finance sub-lease liabilities)	784,112		280,510

Schedule of Finance Lease, Liability, Maturity

The future minimum lease commitments relating to the ground and use sub-leases at September 30, 2022 are as follows:

(In thousands)	Lease Commitments
2022 (remaining)	$	14,281
2023	58,769
2024	59,039
2025	59,174
2026	59,174
2027	59,174
Thereafter	2,555,535
Total minimum lease commitments	$	2,865,145
Discounting factor	2,081,033
Finance sub-lease liability	$	784,112

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule Of Common Stock Shares Outstanding

The following table details the issuance of outstanding shares of common stock, including restricted common stock:

	Nine Months Ended September 30,
Common Stock Outstanding	2022	2021
Beginning Balance January 1,	628,942,092	536,669,722
Issuance of common stock in primary follow-on offerings	—	65,000,000
Issuance of common stock upon physical settlement of forward sale agreements (1)	119,000,000	26,900,000
Issuance of common stock in connection with the REIT Mergers	214,552,532	—
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures	598,800	375,165
Ending Balance September 30,	963,093,424	628,944,887

___________________

(1) Excludes the 15,299,787 shares subject to the ATM Forward Sale Agreements as such shares are not yet settled.

Schedule of Dividends Declared

Dividends declared (on a per share basis) during the nine months ended September 30, 2022 and 2021 were as follows:

Nine Months Ended September 30, 2022
Declaration Date	Record Date	Payment Date	Period	Dividend
March 10, 2022	March 24, 2022	April 7, 2022	January 1, 2022 - March 31, 2022	$	0.3600
June 9, 2022	June 23, 2022	July 7, 2022	April 1, 2022 - June 30, 2022	$	0.3600
September 8, 2022	September 22, 2022	October 6, 2022	July 1, 2022 - September 30, 2022	$	0.3900

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

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Earnings Per Share and Earnings Per Unit (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Weighted Average Earnings Per Share

The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2022	2021	2022	2021
Determination of shares:
Weighted-average shares of common stock outstanding	962,574	555,154	848,839	542,844
Assumed conversion of restricted stock	989	891	795	920
Assumed settlement of forward sale agreements	572	15,850	1,188	13,350
Diluted weighted-average shares of common stock outstanding	964,134	571,895	850,823	557,114

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Basic:
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Weighted-average shares of common stock outstanding	962,574		555,154		848,839		542,844
Basic EPS	$	0.34	$	0.29	$	0.61	$	1.35
Diluted:
Net income attributable to common stockholders	$	330,905	$	161,862	$	513,582	$	732,372
Diluted weighted-average shares of common stock outstanding	964,134		571,895		850,823		557,114
Diluted EPS	$	0.34	$	0.28	$	0.60	$	1.31

The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the weighted-average units outstanding used in the calculation of diluted EPU:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2022	2021	2022	2021
Determination of units:
Weighted-average units outstanding	974,805	555,154	855,784	542,844
Assumed conversion of VICI restricted stock	989	891	795	920
Assumed settlement of VICI forward sale agreements	572	15,850	1,188	13,350
Diluted weighted-average units outstanding	976,366	571,895	857,768	557,114

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Basic:
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Weighted-average units outstanding	974,805		555,154		855,784		542,844
Basic EPU	$	0.34	$	0.29	$	0.60	$	1.34
Diluted:
Net income attributable to partners	$	334,271	$	161,383	$	509,584	$	728,865
Weighted-average units outstanding	976,366		571,895		857,768		557,114
Diluted EPU	$	0.34	$	0.28	$	0.59	$	1.31

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Allocated Share-based Compensation Expense

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Stock-based compensation expense	$	3,493	$	2,395	$	9,359	$	7,067

Schedule of Share-based Compensation Arrangements by Share-based Payment Award

The following table details the activity of our time-based restricted stock and performance-based restricted stock units:

	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
(In thousands, except per share data)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Outstanding at beginning of period	888	$	21.15	855	$	21.48
Granted	874	27.81		493	18.83
Vested	(385)	23.95		(371)	19.41
Forfeited	(94)	23.05		(60)	19.90
Canceled	—	—		—	—
Outstanding at end of period	1,283	$	24.70	917	$	21.00

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The following table presents certain information with respect to our segments:

	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
(In thousands)	Real Property Business		Golf Course Business		VICI Consolidated		Real Property Business		Golf Course Business		VICI Consolidated
Revenues	$	744,855	$	6,688	$	751,543	$	369,200	$	6,504	$	375,704
Interest expense	(169,354)		—		(169,354)		(165,099)		—		(165,099)
Loss on extinguishment of debt	—		—		—		(15,622)		—		(15,622)
Income from unconsolidated affiliate	22,719		—		22,719		—		—		—
Income before income taxes	336,489		806		337,295		163,953		619		164,572
Income tax expense	(245)		(172)		(417)		(245)		(143)		(388)
Net income	336,244		634		336,878		163,708		476		164,184
Depreciation	31		785		816		29		742		771
Total assets	37,205,177		102,805		37,307,982		17,453,567		95,237		17,548,804
Total liabilities	15,227,819		17,866		15,245,685		5,402,358		17,660		5,420,018
	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
(In thousands)	Real Property Business		Golf Course Business		VICI Consolidated		Real Property Business		Golf Course Business		VICI Consolidated
Revenues	$	1,805,306	$	25,485	$	1,830,791	$	1,104,812	$	21,602	$	1,126,414
Interest expense	(370,624)		—		(370,624)		(321,953)		—		(321,953)
Loss on extinguishment of debt	—		—		—		(15,622)		—		(15,622)
Income from unconsolidated affiliate	37,853		—		37,853		—		—		—
Income before income taxes	516,278		6,991		523,269		736,991		4,497		741,488
Income tax expense	(328)		(1,516)		(1,844)		(1,128)		(1,000)		(2,128)
Net income	515,950		5,475		521,425		735,863		3,497		739,360
Depreciation	90		2,281		2,371		92		2,228		2,320
Total assets	37,205,177		102,805		37,307,982		17,453,567		95,237		17,548,804
Total liabilities	15,227,819		17,866		15,245,685		5,402,358		17,660		5,420,018

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Business and Organization (Details) - Sep. 30, 2022	property	golfCourse
Organization, Consolidation and Presentation of Financial Statements
Number of real estate properties (properties)	43	4
Golf Courses
Organization, Consolidation and Presentation of Financial Statements
Number of real estate properties (properties)	4

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Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
BREIT JV
New Accounting Pronouncements or Change in Accounting Principle
Equity method investment ownership percentage	50.10%		50.10%
Customer Concentration Risk | Sales Revenue, Net | Caesars Entertainment Corporation
New Accounting Pronouncements or Change in Accounting Principle
Concentration risk, percentage	39.00%	85.00%	49.00%	86.00%
Geographic Concentration Risk | Sales Revenue, Net | MGM Resorts International
New Accounting Pronouncements or Change in Accounting Principle
Concentration risk, percentage	43.00%		30.00%
Property, Las Vegas Strip | Geographic Concentration Risk | Sales Revenue, Net
New Accounting Pronouncements or Change in Accounting Principle
Concentration risk, percentage	47.00%	32.00%	45.00%	32.00%
VICI OP
New Accounting Pronouncements or Change in Accounting Principle
Ownership percentage by noncontrolling owners	1.30%		1.30%
Harrah’s Joliet LandCo LLC
New Accounting Pronouncements or Change in Accounting Principle
Ownership percentage by noncontrolling owners	20.00%		20.00%

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Real Estate Transactions (Details) $ in Thousands, ft² in Millions									3 Months Ended	6 Months Ended	9 Months Ended
	Jun. 30, 2023 USD ($) renewal	Oct. 07, 2022 USD ($) option	Aug. 30, 2022 USD ($) room option	Jul. 01, 2022 USD ($) room option	Jun. 06, 2022 USD ($) option	Apr. 29, 2022 USD ($) ft² property region renewal hotelRoom shares	Feb. 23, 2022 USD ($) renewal	Feb. 18, 2022 USD ($)	Dec. 31, 2022 USD ($) renewal	Jun. 30, 2023 USD ($) renewal	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 property	Sep. 30, 2022	Sep. 30, 2022 room	Sep. 30, 2022 golfCourse	Apr. 07, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition
Number of golf courses													43			4
Debt instrument, face amount											$ 13,950,000							$ 4,750,000
Yearly minimum expenditure											1.00%
Sales-type and direct financing, allowance for credit losses											$ 687,386							434,852
Investment in unconsolidated affiliate											1,463,230							0
Debt, net											13,730,503							4,694,523
Proceeds from offering of common stock, net											3,219,101	$ 2,386,129
Proceeds from Revolving Credit Facility											600,000	$ 0
Investments in leases - sales-type, net											17,011,585							13,136,664
CECL allowance for unfunded commitments											23,525							1,037
Future funding commitments											367,730							$ 60,886
BREIT JV
Business Acquisition
Equity method investment ownership percentage														50.10%
Basis difference between carrying value and underlying equity											642,800
MGP
Business Acquisition
Asset acquisition, consideration transferred						$ 11,556,990
Liabilities incurred						$ 5,700,000
Number of golf courses | property						15
Number or regions in which entity operates | region						9
Number of hotel rooms | hotelRoom						36,000
Area of real estate property (in square feet) | ft²						3.6
Exchange ratio (in shares) | shares						1.366
Cash consideration						$ 4,404,000
Asset acquisition equity interest retained (in shares) | shares						12,200,000
Tax protection period						15 years
Tax protection, holding amount						$ 8,500,000
Investment in leases - financing receivables						14,245,868
Sales-type and direct financing, allowance for credit losses						$ 431,500
MGP | BREIT JV
Business Acquisition
Equity method investment ownership percentage						50.10%								50.10%
Exchange Notes | Unsecured Debt
Business Acquisition
Debt instrument, face amount						$ 4,110,000
MGP OP Notes | Unsecured Debt
Business Acquisition
Debt instrument, face amount						90,000
Forecast | Rocky Gap Casino Resort
Business Acquisition
Asset acquisition, consideration transferred	$ 260,000
Forecast | Rocky Gap Casino Resort | Land and Building
Business Acquisition
Asset acquisition, consideration transferred	203,900
Forecast | Rocky Gap Casino Resort | Century Casinos
Business Acquisition
Payments to acquire productive assets	56,100
Revolving Credit Facility
Business Acquisition
Proceeds from Revolving Credit Facility								$ 600,000
Revolving Credit Facility | Unsecured Debt
Business Acquisition
Debt instrument, face amount											0
Debt, net											0
Forward Sales Agreement
Business Acquisition
Proceeds from offering of common stock, net								$ 3,200,000
Venetian Resort
Business Acquisition
Asset acquisition, consideration transferred							$ 4,000,000
Contractual lease support agreement, EBITDAR floor amount							$ 550,000
Contractual lease support agreement, letter of credit period							7 months 15 days
Venetian Resort | OpCo Buyer
Business Acquisition
Payments to acquire productive assets							$ 2,250,000
Debt, net							1,200,000
MGP OP Notes | MGP
Business Acquisition
Liabilities incurred						$ 4,200,000
BigShots Loan
Business Acquisition
Future funding commitments											80						$ 80,000
Great Wolf South Florida Loan
Business Acquisition
Future funding commitments				$ 59,000							59
Financing receivable, term				4 years
Financing receivable, number of extension options | option				1
Financing receivable, extension term				12 months
Project value				$ 250,000
Number of rooms | room				500											500
Cabot Citrus Farms Loan
Business Acquisition
Future funding commitments					$ 120,000						120
Financing receivable, call right exercised, term					25 years
Financing receivable, call right exercised, number of extension options | option					5
Financing receivable, call right exercised, extension term					5 years
Great Wolf Gulf Coast Texas Loan
Business Acquisition
Future funding commitments			$ 127,000								127
Financing receivable, term			3 years
Financing receivable, number of extension options | option			2
Financing receivable, extension term			12 months
Project value			$ 200,000
Number of rooms | room			532												532
Canyon Ranch Loan
Business Acquisition
Future funding commitments											$ 200
Canyon Ranch Loan | Subsequent Event
Business Acquisition
Future funding commitments		$ 200,000
Call right term		24 months
Right of first offer term		5 years
Canyon Ranch Loan | Forecast | Subsequent Event
Business Acquisition
Financing receivable, call right exercised, term		25 years
Financing receivable, call right exercised, number of extension options | option		8
Financing receivable, call right exercised, extension term		5 years
Las Vegas Strip Entertainment and Gaming-Related Property | MGP
Business Acquisition
Number of golf courses | property						7
Regional Casino Resorts | MGP
Business Acquisition
Number of golf courses | property						8
Largest Hotel | UNITED STATES | MGP
Business Acquisition
Number of golf courses | property						2
Largest Resort Property | Las Vegas | MGP
Business Acquisition
Number of golf courses | property						2
Century Master Lease | Forecast
Business Acquisition
Increase (decrease) in annual rent payments	$ 15,500
Initial lease term	15 years									15 years
Number of renewal options | renewal	4
Lessor, sales-type lease, renewal term	5 years									5 years
MGM Master Lease Agreement and BREIT JV Lease Agreement | MGP
Business Acquisition
Contractual rent amount						$ 1,012,000
MGM Master Lease Agreement
Business Acquisition
Initial lease term						25 years
Number of renewal options | renewal						3
Lessor, sales-type lease, renewal term						10 years
Annual escalation rate period						10 years
Annual rent increase, cap percent						3.00%
MGM Master Lease Agreement | Forecast
Business Acquisition
Increase (decrease) in annual rent payments									$ (90,000)
Initial lease term	25 years									25 years
Number of renewal options | renewal										3
Lessor, sales-type lease, renewal term	10 years									10 years
Annual rent increase, cap percent										3.00%
Yearly minimum expenditure										1.00%
MGM Master Lease Agreement | Maximum
Business Acquisition
Contractual rent amount						$ 860,000
MGM Master Lease Agreement | Maximum | Forecast
Business Acquisition
Increase (decrease) in annual rent payments									$ (90,000)	$ (40,000)
MGM Master Lease Agreement | Minimum
Business Acquisition
Annual escalator						2.00%
MGM Master Lease Agreement | Minimum | Forecast
Business Acquisition
Increase (decrease) in annual rent payments										$ (40,000)
Annual escalator										2.00%
BREIT JV Lease Agreement
Business Acquisition
Initial lease term						30 years
Number of renewal options | renewal						2
Lessor, sales-type lease, renewal term						10 years
Contractual rent amount						$ 303,800
Annual escalation rate period						15 years
Annual rent increase, cap percent						3.00%
BREIT JV Lease Agreement | BREIT JV
Business Acquisition
Contractual rent amount						$ 152,200
BREIT JV Lease Agreement | Minimum
Business Acquisition
Annual escalator						2.00%
Mirage Severance Lease | Forecast
Business Acquisition
Initial lease term									25 years
Number of renewal options | renewal									3
Lessor, sales-type lease, renewal term									10 years
Contractual rent amount									$ 90,000
Annual rent increase, cap percent									3.00%
Yearly minimum expenditure									1.00%
Future funding commitments									$ 1,500,000
Mirage Severance Lease | Minimum | Forecast
Business Acquisition
Annual escalator									2.00%
Venetian PGFA | Venetian Resort
Business Acquisition
Future funding commitments							1,000,000
CECL allowance for unfunded commitments							$ 8,300
Venetian Lease Agreement | Venetian Resort
Business Acquisition
Initial lease term							30 years
Number of renewal options | renewal							2
Lessor, sales-type lease, renewal term							10 years
Contractual rent amount							$ 250,000
Annual rent increase, cap percent							3.00%
Investments in leases - sales-type, net							$ 65,600
Venetian Lease Agreement | Minimum | Venetian Resort
Business Acquisition
Annual escalator							2.00%
Gold Strike Severance Lease | Maximum | Forecast
Business Acquisition
Contractual rent amount	$ 40,000									$ 40,000

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Real Estate Transactions - Asset Acquisition (Details) $ / shares in Units, $ in Thousands		9 Months Ended
	Apr. 29, 2022 USD ($) $ / shares shares	Sep. 30, 2022 shares	Sep. 30, 2021 shares
Asset Acquisition [Line Items]
Total VICI common stock Issued (in shares) | shares		214,552,532	0
Minimum
Asset Acquisition [Line Items]
Rent multiple	15.0
Maximum
Asset Acquisition [Line Items]
Rent multiple	18.5
Weighted Average
Asset Acquisition [Line Items]
Rent multiple	16.7
MGP
Asset Acquisition [Line Items]
MGP Common Shares outstanding as of April 29, 2022 (in shares) | shares	156,757,773
Exchange ratio (in shares) | shares	1.366
VICI common stock issued (in shares) | shares	214,131,064
VICI common stock issued for MGP stock-based compensation awards (in shares) | shares	421,468
Total VICI common stock Issued (in shares) | shares	214,552,532
Fractional common shares excluded (in shares) | shares	54
REIT Merger Consideration	$ 6,568,480
Redemption payment to MGM	4,404,000
VICI OP Units retained by MGM	374,769
Repayment of MGP revolving credit facility	90,000
Transaction costs	119,741
Total consideration transferred	11,556,990
Total purchase price	$ 17,259,990
Asset acquisition, number of shares issued (in shares) | shares	214,375,990
Share price (in dollars per share) | $ / shares	$ 30.64
Asset acquisition, number of units retained noncontrolling interests (in units) | shares	12,231,373
Investment in leases - financing receivables	$ 14,245,868
Investment in unconsolidated affiliate	1,465,814
Cash and cash equivalents	25,387
Other assets	338,212
Debt, net	(4,106,082)
Accrued expenses and deferred revenue	(79,482)
Other liabilities	(332,727)
Total net assets acquired	11,556,990
Debt discount	93,900
MGP | MGP OP Notes and Exchange Notes
Asset Acquisition [Line Items]
Assumption of debt	4,200,000
MGP | BREIT CMBS Debt
Asset Acquisition [Line Items]
Assumption of debt	$ 1,503,000

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Real Estate Transactions - Schedule of Loan Originations (Details) $ in Thousands	Sep. 30, 2022 USD ($) room	Aug. 30, 2022 USD ($) room	Jul. 01, 2022 USD ($) room	Jun. 06, 2022 USD ($)	Apr. 07, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition
Maximum Loan Amount	$ 367,730					$ 60,886
2022 Loan Originations
Business Acquisition
Maximum Loan Amount	586
Canyon Ranch Loan
Business Acquisition
Maximum Loan Amount	200
Great Wolf Gulf Coast Texas Loan
Business Acquisition
Maximum Loan Amount	$ 127	$ 127,000
Number of rooms | room	532	532
Great Wolf South Florida Loan
Business Acquisition
Maximum Loan Amount	$ 59		$ 59,000
Number of rooms | room	500		500
Cabot Citrus Farms Loan
Business Acquisition
Maximum Loan Amount	$ 120			$ 120,000
BigShots Loan
Business Acquisition
Maximum Loan Amount	$ 80				$ 80,000

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Real Estate Portfolio - Narrative (Details)	9 Months Ended
	Sep. 30, 2022 asset loan casino leaseArrangement	Apr. 29, 2022
Real Estate
Number of casinos | casino	23
Number of lease arrangements	9
Financing receivable, investment in lease, number of casinos | casino	18
Financing receivable, investment in lease, number of lease arrangements	3
Number of loans | loan	7
Equity method investments, number of assets | asset	2
Equity method investments, number of lease arrangements	1
BREIT JV
Real Estate
Equity method investment ownership percentage	50.10%
MGP | BREIT JV
Real Estate
Equity method investment ownership percentage	50.10%	50.10%

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Real Estate Portfolio - Schedule Real Estate Portfolio (Details) - USD ($) $ in Thousands		Sep. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable
Investments in leases - sales-type, net		$ 17,011,585	$ 13,136,664
Total investments in leases, net		33,453,201	15,781,488
Investment in unconsolidated affiliate		1,463,230	0
Land		153,560	153,576
Total real estate portfolio		35,649,796	16,433,066
Estimated residual value of leased properties		11,400,000	3,800,000
Investments in leases - financing receivables, net
Accounts, Notes, Loans and Financing Receivable
Investments in leases and loans	[1]	16,441,616	2,644,824
Investments in loans, net
Accounts, Notes, Loans and Financing Receivable
Investments in leases and loans	[1]	$ 579,805	$ 498,002

[1] Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

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Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Real Estate [Abstract]
Income from sales-type leases, excluding contingent rent	$ 371,541	$ 290,706	$ 1,064,463	$ 870,417
Income from lease financing receivables	339,544	60,178	653,908	180,139
Total lease revenue, excluding contingent rent	711,085	350,884	1,718,371	1,050,556
Contingent rent	4,506	1,353	13,489	2,920
Total lease revenue	715,591	352,237	1,731,860	1,053,476
Non-cash adjustment	(108,556)	(31,142)	(230,516)	(88,417)
Total contractual lease revenue	$ 607,035	$ 321,095	$ 1,501,344	$ 965,059

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Real Estate Portfolio - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Sales-Type
2022 (remaining)	$ 333,747
2023	1,344,189
2024	1,366,127
2025	1,385,348
2026	1,405,006
2027	1,425,272
Thereafter	56,603,912
Total	63,863,601
Financing Receivables
2022 (remaining)	272,444
2023	1,103,787
2024	1,125,348
2025	1,146,509
2026	1,168,089
2027	1,190,145
Thereafter	86,652,035
Total	92,658,357
2022 (remaining)	606,191
2023	2,447,976
2024	2,491,475
2025	2,531,857
2026	2,573,095
2027	2,615,417
Thereafter	143,255,947
Total	$ 156,521,958
Sales-type lease, weighted average lease term	36 years 7 months 6 days
Financing receivable, weighted average remaining lease term	51 years 1 month 6 days
Sales-type lease and financing receivables, weighted average lease term	43 years 8 months 12 days

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Real Estate Portfolio - Schedule of Lease Agreement (Details)		3 Months Ended		9 Months Ended
	Nov. 01, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) option	Sep. 30, 2021 USD ($)	Apr. 29, 2022
BREIT JV
Property Subject to or Available for Operating Lease
Equity method investment ownership percentage		50.10%		50.10%
MGP | BREIT JV
Property Subject to or Available for Operating Lease
Equity method investment ownership percentage		50.10%		50.10%		50.10%
Harrah’s Joliet LandCo LLC
Property Subject to or Available for Operating Lease
Ownership percentage by noncontrolling owners		20.00%		20.00%
Regional Master Lease and Joliet Lease
Property Subject to or Available for Operating Lease
Lessor, contingent rent		$ 0	$ 0	$ 0	$ 0
Caesars Las Vegas Master Lease
Property Subject to or Available for Operating Lease
Lessor, contingent rent		3,100,000	0	9,200,000	0
Venetian Lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
MGM Master Lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
Magaritaville Lease
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
Greektown lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
Hard Rock Cincinnati Lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
Century Portfolio Lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
JACK Cleveland/Thirstledown Lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		0	0	0	0
Southern Indiana Lease Agreement
Property Subject to or Available for Operating Lease
Lessor, contingent rent		$ 0	0	$ 0	0
Caesars Lease Agreements | Regional Master Lease and Joliet Lease
Property Subject to or Available for Operating Lease
Initial Term				18 years
Number of renewal options | option				4
Lessor, sales-type lease, renewal term		5 years		5 years
Current base rent				$ 649,572,000
Variable rent percentage				4.00%
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Forecast
Property Subject to or Available for Operating Lease
Current base rent	$ 703,700,000
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Harrah’s Joliet LandCo LLC
Property Subject to or Available for Operating Lease
Current base rent				$ 641,200,000
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Lease Years 2-5
Property Subject to or Available for Operating Lease
Annual escalator				1.50%
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Lease Years 8-10 | Base Rent
Property Subject to or Available for Operating Lease
Variable rent split				70.00%
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Lease Years 8-10 | Variable Rent
Property Subject to or Available for Operating Lease
Variable rent split				30.00%
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Lease Years 11-15 | Base Rent
Property Subject to or Available for Operating Lease
Variable rent split				80.00%
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Lease Years 11-15 | Variable Rent
Property Subject to or Available for Operating Lease
Variable rent split				20.00%
Caesars Lease Agreements | Regional Master Lease and Joliet Lease | Lease Years 6 Through 18
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
Caesars Lease Agreements | Caesars Las Vegas Master Lease
Property Subject to or Available for Operating Lease
Initial Term				18 years
Number of renewal options | option				4
Lessor, sales-type lease, renewal term		5 years		5 years
Current base rent				$ 422,224,000
Annual escalator				2.00%
Variable rent percentage				4.00%
Caesars Lease Agreements | Caesars Las Vegas Master Lease | Forecast
Property Subject to or Available for Operating Lease
Current base rent	$ 454,500,000
Caesars Lease Agreements | Caesars Las Vegas Master Lease | Base Rent
Property Subject to or Available for Operating Lease
Variable rent split				80.00%
Caesars Lease Agreements | Caesars Las Vegas Master Lease | Variable Rent
Property Subject to or Available for Operating Lease
Variable rent split				20.00%
Venetian Resort | Venetian Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				30 years
Number of renewal options | option				2
Lessor, sales-type lease, renewal term		10 years		10 years
Current base rent				$ 250,000,000
Venetian Resort | Venetian Lease Agreement | Minimum
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
Venetian Resort | Venetian Lease Agreement | Maximum
Property Subject to or Available for Operating Lease
Annual rent increase, cap percent				3.00%
MGM Master Lease Properties | MGM Master Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				25 years
Number of renewal options | option				3
Lessor, sales-type lease, renewal term		10 years		10 years
Current base rent				$ 860,000,000
MGM Master Lease Properties | MGM Master Lease Agreement | Lease Years 2 Through 10 | Minimum
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
MGM Master Lease Properties | MGM Master Lease Agreement | Lease Years 11 Through 25 | Minimum
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
MGM Master Lease Properties | MGM Master Lease Agreement | Lease Years 11 Through 25 | Maximum
Property Subject to or Available for Operating Lease
Annual rent increase, cap percent				3.00%
BREIT JV Lease Agreement Properties | BREIT JV Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				30 years
Number of renewal options | option				2
Lessor, sales-type lease, renewal term		10 years		10 years
Current base rent				$ 303,800,000
BREIT JV Lease Agreement Properties | BREIT JV Lease Agreement | BREIT JV
Property Subject to or Available for Operating Lease
Current base rent				$ 152,203,000
BREIT JV Lease Agreement Properties | BREIT JV Lease Agreement | Lease Years 2 Through 15 | Minimum
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
BREIT JV Lease Agreement Properties | BREIT JV Lease Agreement | Lease Years 16 Through 30 | Minimum
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
BREIT JV Lease Agreement Properties | BREIT JV Lease Agreement | Lease Years 16 Through 30 | Maximum
Property Subject to or Available for Operating Lease
Annual rent increase, cap percent				3.00%
Penn National | Magaritaville Lease
Property Subject to or Available for Operating Lease
Initial Term				15 years
Number of renewal options | option				4
Renewal terms				5 years
Current base rent				$ 23,813,000
Annual escalator				2.00%
Base rent subject to annual escalation rate				$ 17,200,000
Rent ratio floor				610.00%
Percentage rent multiplier				4.00%
Percentage rent multiplier, prior to acquisition				50.00%
Penn National | Magaritaville Lease | Variable Rent
Property Subject to or Available for Operating Lease
Lessor, contingent rent		$ 900,000	800,000	$ 2,700,000	2,200,000
Penn National | Greektown lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				15 years
Number of renewal options | option				4
Renewal terms				5 years
Current base rent				$ 51,321,000
Annual escalator				2.00%
Base rent subject to annual escalation rate				$ 42,800,000
Percentage rent multiplier				4.00%
Percentage rent multiplier, prior to acquisition				50.00%
Penn National | Greektown lease Agreement | Variable Rent
Property Subject to or Available for Operating Lease
Lessor, contingent rent		$ 500,000	$ 500,000	$ 1,600,000	$ 700,000
Hard Rock | Hard Rock Cincinnati Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				15 years
Number of renewal options | option				4
Renewal terms				5 years
Current base rent				$ 44,703,000
Percentage rent multiplier				4.00%
Hard Rock | Hard Rock Cincinnati Lease Agreement | Base Rent
Property Subject to or Available for Operating Lease
Variable rent split				80.00%
Hard Rock | Hard Rock Cincinnati Lease Agreement | Variable Rent
Property Subject to or Available for Operating Lease
Variable rent split				20.00%
Hard Rock | Hard Rock Cincinnati Lease Agreement | Lease Years 2-4
Property Subject to or Available for Operating Lease
Annual escalator				1.50%
Hard Rock | Hard Rock Cincinnati Lease Agreement | Lease Years 5-15
Property Subject to or Available for Operating Lease
Annual escalator				0.50%
Hard Rock | Hard Rock Cincinnati Lease Agreement | Lease Years 5-15 | Maximum
Property Subject to or Available for Operating Lease
Annual escalator				2.00%
Century Portfolio | Century Portfolio Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				15 years
Number of renewal options | option				4
Renewal terms				5 years
Current base rent				$ 25,503,000
Annual escalator				0.75%
Rent ratio floor				750.00%
Percentage rent multiplier				4.00%
Century Portfolio | Century Portfolio Lease Agreement | Base Rent
Property Subject to or Available for Operating Lease
Variable rent split				80.00%
Century Portfolio | Century Portfolio Lease Agreement | Variable Rent
Property Subject to or Available for Operating Lease
Variable rent split				20.00%
Century Portfolio | Century Portfolio Lease Agreement | Lease Years 2 through 3
Property Subject to or Available for Operating Lease
Annual escalator				1.00%
Century Portfolio | Century Portfolio Lease Agreement | Lease Years 4 Through 15
Property Subject to or Available for Operating Lease
Annual escalator				1.25%
JACK Cleveland Casino | JACK Cleveland/Thirstledown Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				20 years
Number of renewal options | option				3
Renewal terms				5 years
Current base rent				$ 68,704,000
JACK Cleveland Casino | JACK Cleveland/Thirstledown Lease Agreement | Lease Years 7 through 20 | Minimum
Property Subject to or Available for Operating Lease
Annual escalator				1.50%
JACK Cleveland Casino | JACK Cleveland/Thirstledown Lease Agreement | Lease Years 7 through 20 | Maximum
Property Subject to or Available for Operating Lease
Annual rent increase, cap percent				2.50%
JACK Cleveland Casino | JACK Cleveland/Thirstledown Lease Agreement | Lease Year 3
Property Subject to or Available for Operating Lease
Annual escalator				1.00%
JACK Cleveland Casino | JACK Cleveland/Thirstledown Lease Agreement | Lease Years 4 through 6
Property Subject to or Available for Operating Lease
Annual escalator				1.50%
EBCI | Southern Indiana Lease Agreement
Property Subject to or Available for Operating Lease
Initial Term				15 years
Number of renewal options | option				4
Renewal terms				5 years
Current base rent				$ 32,988,000
Percentage rent multiplier				4.00%
EBCI | Southern Indiana Lease Agreement | Base Rent
Property Subject to or Available for Operating Lease
Variable rent split				80.00%
EBCI | Southern Indiana Lease Agreement | Variable Rent
Property Subject to or Available for Operating Lease
Variable rent split				20.00%
EBCI | Southern Indiana Lease Agreement | Lease Years 2-5
Property Subject to or Available for Operating Lease
Annual escalator				1.50%
EBCI | Southern Indiana Lease Agreement | Lease Years 6 Through 15
Property Subject to or Available for Operating Lease
Annual escalator				2.00%

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Real Estate Portfolio - Schedule of Capital Expenditure Requirements (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Real Estate
Yearly minimum expenditure	1.00%
CEOC
Real Estate
Rolling three-year minimum	$ 380.3
Minimum amount to be expended across certain affiliates and other assets	$ 537.5
Regional Master Lease and Joliet Lease
Real Estate
Yearly minimum expenditure	1.00%
Rolling three-year minimum	$ 311.0
Caesars Las Vegas Master Lease
Real Estate
Yearly minimum expenditure	1.00%
Rolling three-year minimum	$ 84.0
Venetian Lease Agreement
Real Estate
Yearly minimum expenditure	2.00%
BREIT JV Lease Agreement
Real Estate
Yearly minimum expenditure	3.50%
Yearly minimum expenditure, percentage of monthly reserves	1.50%
CPLV, Joliet And Non-CPLV Lease Agreement
Real Estate
Capital expenditures	$ 114.5
Percentage of prior year net revenues	1.00%
CPLV, Joliet And Non-CPLV Lease Agreement | CEOC
Real Estate
Additional capital expenditure requirement	$ 10.3
Non-CPLV Lease Agreement | CEOC
Real Estate
Rolling three-year minimum	286.0
Las Vegas Master Lease | CEOC
Real Estate
Rolling three-year minimum	$ 84.0

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Real Estate Portfolio - Summary of Investment in Loans (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2022	Dec. 31, 2021
Loans and Leases Receivable Disclosure
Principal Balance		$ 585,779	$ 498,614
Future funding commitments		$ 367,730	$ 60,886
Weighted Average Interest Rate		7.90%	7.80%
Weighted Average Term		3 years 6 months	3 years 6 months
Investments in loans, net
Loans and Leases Receivable Disclosure
Carrying Value	[1]	$ 579,805	$ 498,002
Senior Loan
Loans and Leases Receivable Disclosure
Principal Balance		474,168	465,000
Future funding commitments		$ 213,832	$ 15,000
Weighted Average Interest Rate		7.80%	7.80%
Weighted Average Term		3 years 3 months 18 days	3 years 6 months
Senior Loan | Investments in loans, net
Loans and Leases Receivable Disclosure
Carrying Value		$ 470,674	$ 465,034
Mezzanine Loan
Loans and Leases Receivable Disclosure
Principal Balance		111,611	33,614
Future funding commitments		$ 153,898	$ 45,886
Weighted Average Interest Rate		7.90%	8.00%
Weighted Average Term		4 years 1 month 6 days	4 years
Mezzanine Loan | Investments in loans, net
Loans and Leases Receivable Disclosure
Carrying Value		$ 109,131	$ 32,968

[1] Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

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Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Credit Loss [Abstract]
Increase (decrease) in allowance for credit losses	$ 232,763	$ 9,031	$ 865,459	$ (24,453)
Initial allowance from current period investments			$ 523,235	$ 1,725
Percentage of allowance for credit loss balance			60.50%

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Allowance for Credit Losses - Net Investment in Lease, Allowance for Credit Loss (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Amortized Cost
Investments in leases - sales-type, net		$ 17,698,971	$ 13,571,516
Other assets - sales-type sub-leases, amortized cost		784,112	280,510
Amortized cost, total		36,171,331	17,086,749	$ 17,090,882
Allowance
Sales-type and direct financing, allowance for credit losses		(687,386)	(434,852)
Other Assets Sales-type Subleases Allowance For Credit Losses		(22,046)	(6,540)
Allowance, total		(1,376,259)	(533,289)
Net Investment
Investments in leases - sales-type, net		17,011,585	13,136,664
Other assets - sales-type sub-leases		762,066	273,970
Net investment total		$ 34,795,072	$ 16,553,460
Allowance as a % of Amortized Cost
Sales-type and Direct financing, allowance as a percentage of amortized cost		3.88%	3.20%
Other assets - sales-type sub-leases, allowance as a percentage of amortized cost, total		2.81%	2.33%
Allowance as a percentage of amortized cost, total		3.80%	3.12%
CECL allowance for unfunded commitments		$ 23,525	$ 1,037
Investments in leases - financing receivables, net
Amortized Cost
Notes receivable, amortized cost		17,102,430	2,735,948
Allowance
Financing and loans receivable, allowance for credit losses		(660,814)	(91,124)
Net Investment
Notes receivable	[1]	$ 16,441,616	$ 2,644,824
Allowance as a % of Amortized Cost
Notes receivable allowance as a percentage of amortized cost, total		3.86%	3.33%
Investments in loans
Amortized Cost
Notes receivable, amortized cost		$ 585,818	$ 498,775
Allowance
Financing and loans receivable, allowance for credit losses		(6,013)	(773)
Net Investment
Notes receivable	[1]	$ 579,805	$ 498,002
Allowance as a % of Amortized Cost
Notes receivable allowance as a percentage of amortized cost, total		1.03%	0.15%

[1] Note: As of September 30, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $687.4 million, $660.8 million, $6.0 million and $22.0 million, respectively, and $434.9 million, $91.1 million, $0.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.

XML

Allowance for Credit Losses - Allowance for Credit Losses Rollforward (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Net Investment in Lease, Allowance for Credit Loss
Beginning balance	$ 534,326	$ 553,879
Initial allowance from current period investments	523,235	1,725
Current period change in credit allowance	342,224	(26,177)
Charge-offs	0	0
Recoveries	0	0
Ending balance	$ 1,399,785	$ 529,427

XML

Allowance for Credit Losses - Financing Receivable Credit Quality (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	$ 36,171,331	$ 17,086,749	$ 17,090,882
Ba2
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	4,230,599		0
Ba3
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	15,624,832		952,620
B1
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	14,975,981		14,905,789
B2
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	874,054		866,312
B3
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	280,075		281,869
N/A
Financing Receivable, Credit Quality Indicator
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets	$ 185,790		$ 84,292

XML

Other Assets and Other Liabilities - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Liabilities [Abstract]
Sales-type sub-leases, net	$ 762,066	$ 273,970
Property and equipment used in operations, net	67,302	68,515
Right of use assets and sub-lease right of use assets	46,611	16,811
Debt financing costs	19,715	24,928
Deferred acquisition costs	12,197	24,690
Tenant receivables	9,187	5,032
Prepaid expenses	5,903	3,660
Interest receivable	4,843	2,780
Other receivables	3,066	341
Forward-starting interest rate swaps	0	884
Other	1,191	3,082
Total other assets	932,081	424,693
Other assets (sales-type sub-leases), allowance for credit losses	$ 22,046	$ 6,540

XML

Other Assets and Other Liabilities - Schedule of Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment
Total property and equipment used in operations	$ 84,303		$ 84,303		$ 83,144
Less: accumulated depreciation	(17,001)		(17,001)		(14,629)
Total property and equipment used in operations, net	67,302		67,302		68,515
Depreciation expense	816	$ 771	2,371	$ 2,320
Land and land improvements
Property, Plant and Equipment
Total property and equipment used in operations	60,080		60,080		59,250
Buildings and improvements
Property, Plant and Equipment
Total property and equipment used in operations	15,065		15,065		14,880
Furniture and equipment
Property, Plant and Equipment
Total property and equipment used in operations	$ 9,158		$ 9,158		$ 9,014

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Other Assets and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Liabilities [Abstract]
Finance sub-lease liabilities	$ 784,112	$ 280,510
Deferred financing liabilities	73,600	73,600
Lease liabilities and sub-lease liabilities	46,689	16,811
CECL allowance for unfunded commitments	23,525	1,037
Deferred income taxes	4,194	3,879
Total other liabilities	$ 932,120	$ 375,837

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Debt - Schedule Of Outstanding Indebtedness (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 08, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Apr. 29, 2022	Feb. 05, 2020	Nov. 26, 2019
Debt Instrument
Weighted average interest rate		4.496%	4.496%	4.105%
Face Value		$ 13,950,000	$ 13,950,000	$ 4,750,000
Carrying Value		$ 13,730,503	$ 13,730,503	$ 4,694,523
Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)	1.00%
Delayed Draw Term Loan | Minimum | Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)			0.85%
Delayed Draw Term Loan | Maximum | Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)			1.60%
Unsecured Debt
Debt Instrument
Weighted average interest rate		4.67%	4.67%
Unsecured Debt | Delayed Draw Term Loan
Debt Instrument
Face Value		$ 0	$ 0
Carrying Value		$ 0	$ 0
Unsecured Debt | Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)			1.20%
Unsecured Debt | November 2019 Notes Senior Unsecured Notes due 2026
Debt Instrument
Interest rate, stated percentage		4.25%	4.25%	4.25%			4.25%
Face Value		$ 1,250,000	$ 1,250,000	$ 1,250,000
Carrying Value		$ 1,238,112	$ 1,238,112	$ 1,235,972
Unsecured Debt | November 2019 Notes Senior Unsecured Notes due 2029
Debt Instrument
Interest rate, stated percentage		4.625%	4.625%	4.625%			4.625%
Face Value		$ 1,000,000	$ 1,000,000	$ 1,000,000
Carrying Value		$ 988,531	$ 988,531	$ 987,331
Unsecured Debt | February 2020 Notes Senior Unsecured Notes due 2025
Debt Instrument
Interest rate, stated percentage		3.50%	3.50%	3.50%		3.50%
Face Value		$ 750,000	$ 750,000	$ 750,000
Carrying Value		$ 744,434	$ 744,434	$ 742,677
Unsecured Debt | February 2020 Notes Senior Unsecured Notes due 2027
Debt Instrument
Interest rate, stated percentage		3.75%	3.75%	3.75%		3.75%
Face Value		$ 750,000	$ 750,000	$ 750,000
Carrying Value		$ 742,667	$ 742,667	$ 741,409
Unsecured Debt | February 2020 Notes Senior Unsecured Notes due 2030
Debt Instrument
Interest rate, stated percentage		4.125%	4.125%	4.125%		4.125%
Face Value		$ 1,000,000	$ 1,000,000	$ 1,000,000
Carrying Value		$ 988,253	$ 988,253	987,134
Unsecured Debt | 4.375% Senior Unsecured Notes Due 2025
Debt Instrument
Interest rate, stated percentage		4.375%	4.375%		4.375%
Face Value		$ 500,000	$ 500,000		$ 500,000
Carrying Value		495,927	$ 495,927
Unsecured Debt | 4.750% Senior Unsecured Notes Due 2028
Debt Instrument
Interest rate, stated percentage					4.75%
Hedge adjusted interest rate			4.516%
Face Value		1,250,000	$ 1,250,000		$ 1,250,000
Carrying Value		$ 1,236,455	$ 1,236,455
Unsecured Debt | 4.950% Senior Unsecured Notes Due 2030
Debt Instrument
Interest rate, stated percentage		4.95%	4.95%		4.95%
Hedge adjusted interest rate			4.541%
Face Value		$ 1,000,000	$ 1,000,000		$ 1,000,000
Carrying Value		$ 987,186	$ 987,186
Unsecured Debt | 5.125% Senior Unsecured Notes Due 2032
Debt Instrument
Interest rate, stated percentage		5.125%	5.125%		5.125%
Hedge adjusted interest rate			3.98%
Face Value		$ 1,500,000	$ 1,500,000		$ 1,500,000
Carrying Value		$ 1,480,290	$ 1,480,290
Unsecured Debt | 5.625% Senior Unsecured Notes Due 2052
Debt Instrument
Interest rate, stated percentage		5.625%	5.625%		5.625%
Face Value		$ 750,000	$ 750,000		$ 750,000
Carrying Value		$ 735,237	$ 735,237
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2024
Debt Instrument
Interest rate, stated percentage		5.625%	5.625%		5.625%
Face Value		$ 1,024,169	$ 1,024,169		$ 1,024,200
Carrying Value		$ 1,030,177	$ 1,030,177
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2025
Debt Instrument
Interest rate, stated percentage		4.625%	4.625%		4.625%
Face Value		$ 799,368	$ 799,368		$ 799,400
Carrying Value		$ 782,077	$ 782,077
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2026
Debt Instrument
Interest rate, stated percentage		4.50%	4.50%		4.50%
Face Value		$ 480,524	$ 480,524		$ 480,500
Carrying Value		$ 461,848	$ 461,848
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2027
Debt Instrument
Interest rate, stated percentage		5.75%	5.75%		5.75%
Face Value		$ 729,466	$ 729,466		$ 729,500
Carrying Value		$ 739,056	$ 739,056
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2028
Debt Instrument
Interest rate, stated percentage		4.50%	4.50%		4.50%
Face Value		$ 349,325	$ 349,325		$ 349,300
Carrying Value		$ 335,923	$ 335,923
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2029
Debt Instrument
Interest rate, stated percentage		3.875%	3.875%		3.875%
Face Value		$ 727,114	$ 727,114		$ 727,100
Carrying Value		$ 657,902	$ 657,902
Unsecured Debt | MGP OP Notes due 2024
Debt Instrument
Interest rate, stated percentage		5.625%	5.625%
Face Value		$ 25,831	$ 25,831		25,800
Carrying Value		$ 25,915	$ 25,915
Unsecured Debt | MGP OP Notes due 2025
Debt Instrument
Interest rate, stated percentage		4.625%	4.625%
Face Value		$ 632	$ 632		600
Carrying Value		$ 613	$ 613
Unsecured Debt | MGP OP Notes due 2026
Debt Instrument
Interest rate, stated percentage		4.50%	4.50%
Face Value		$ 19,476	$ 19,476		19,500
Carrying Value		$ 18,480	$ 18,480
Unsecured Debt | MGP OP Notes due 2027
Debt Instrument
Interest rate, stated percentage		5.75%	5.75%
Face Value		$ 20,534	$ 20,534		20,500
Carrying Value		$ 20,519	$ 20,519
Unsecured Debt | MGP OP Notes due 2028
Debt Instrument
Interest rate, stated percentage		4.50%	4.50%
Face Value		$ 675	$ 675		700
Carrying Value		$ 637	$ 637
Unsecured Debt | MGP OP Notes due 2029
Debt Instrument
Interest rate, stated percentage		3.875%	3.875%
Face Value		$ 22,886	$ 22,886		$ 22,900
Carrying Value		$ 20,264	$ 20,264
Senior Notes
Debt Instrument
Basis spread on variable rate adjustment (percent)			0.10%
Senior Notes | Delayed Draw Term Loan
Debt Instrument
Commitment fee percentage		0.375%	0.375%
Senior Notes | Delayed Draw Term Loan | Minimum
Debt Instrument
Commitment fee percentage			0.15%
Senior Notes | Delayed Draw Term Loan | Maximum
Debt Instrument
Commitment fee percentage			0.375%
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)	0.775%		0.775%
Revolving Credit Facility | Minimum | Base Rate
Debt Instrument
Basis spread on variable rate (percent)	0.00%
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)	1.325%		1.325%
Revolving Credit Facility | Maximum | Base Rate
Debt Instrument
Basis spread on variable rate (percent)	0.325%
Revolving Credit Facility | Unsecured Debt
Debt Instrument
Face Value		$ 0	$ 0
Carrying Value		0	$ 0
Revolving Credit Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR)
Debt Instrument
Basis spread on variable rate (percent)			1.05%
Revolving Credit Facility | Senior Notes
Debt Instrument
Face Value		$ 600,000	$ 600,000
Commitment fee percentage		0.375%	0.375%
Revolving Credit Facility | Senior Notes | Minimum
Debt Instrument
Commitment fee percentage			0.15%
Revolving Credit Facility | Senior Notes | Maximum
Debt Instrument
Commitment fee percentage			0.375%
Secured Revolving Credit Facility | Senior Notes
Debt Instrument
Face Value				0
Carrying Value				$ 0
Secured Revolving Credit Facility | Senior Notes | LIBOR
Debt Instrument
Basis spread on variable rate (percent)				2.00%

XML

Debt - Schedule of Future Minimum Repayment (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Long-term Debt, Fiscal Year Maturity
2022 (remaining)	$ 0
2023	0
2024	1,050,000
2025	2,050,000
2026	1,750,000
2027	1,500,000
Thereafter	7,600,000
Total minimum principal payments	$ 13,950,000

XML

Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands		9 Months Ended
	Apr. 29, 2022	Sep. 30, 2022	Dec. 31, 2021	Feb. 05, 2020	Nov. 26, 2019
Debt Instrument
Debt instrument, face amount		$ 13,950,000	$ 4,750,000
MGP
Debt Instrument
Cash consideration	$ 4,404,000
Unsecured Debt
Debt Instrument
Redemption price, percentage (equal to)		100.00%
Unsecured Debt | Revolving Credit Facility
Debt Instrument
Debt instrument, face amount		$ 0
Senior Notes | Revolving Credit Facility
Debt Instrument
Debt instrument, face amount		$ 600,000
Exchange Notes Senior Unsecured Notes due 2024 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	5.625%	5.625%
Debt instrument, face amount	$ 1,024,200	$ 1,024,169
Exchange Notes Senior Unsecured Notes due 2025 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	4.625%	4.625%
Debt instrument, face amount	$ 799,400	$ 799,368
Exchange Notes Senior Unsecured Notes due 2026 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	4.50%	4.50%
Debt instrument, face amount	$ 480,500	$ 480,524
Exchange Notes Senior Unsecured Notes due 2027 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	5.75%	5.75%
Debt instrument, face amount	$ 729,500	$ 729,466
Exchange Notes Senior Unsecured Notes due 2028 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	4.50%	4.50%
Debt instrument, face amount	$ 349,300	$ 349,325
Exchange Notes Senior Unsecured Notes due 2029 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	3.875%	3.875%
Debt instrument, face amount	$ 727,100	$ 727,114
Senior Unsecured April 2022 Notes
Debt Instrument
Ratio of unencumbered assets to unsecured indebtedness		1.50
4.375% Senior Unsecured Notes Due 2025 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	4.375%	4.375%
Debt instrument, face amount	$ 500,000	$ 500,000
4.750% Senior Unsecured Notes Due 2028 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	4.75%
Debt instrument, face amount	$ 1,250,000	$ 1,250,000
4.950% Senior Unsecured Notes Due 2030 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	4.95%	4.95%
Debt instrument, face amount	$ 1,000,000	$ 1,000,000
5.125% Senior Unsecured Notes Due 2032 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	5.125%	5.125%
Debt instrument, face amount	$ 1,500,000	$ 1,500,000
5.625% Senior Unsecured Notes Due 2052 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage	5.625%	5.625%
Debt instrument, face amount	$ 750,000	$ 750,000
November 2019 Notes Senior Unsecured Notes | Unsecured Debt
Debt Instrument
Percentage of aggregate principal redeemable (percent)		40.00%
November 2019 Notes Senior Unsecured Notes due 2026 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		4.25%	4.25%		4.25%
Redemption price, percentage (equal to)		100.00%
Debt instrument, face amount		$ 1,250,000	$ 1,250,000
November 2019 Notes Senior Unsecured Notes due 2026 | Unsecured Debt | Debt Instrument, Redemption, Period One
Debt Instrument
Debt instrument, face amount					$ 1,250,000
November 2019 Notes Senior Unsecured Notes due 2029 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		4.625%	4.625%		4.625%
Debt instrument, face amount		$ 1,000,000	$ 1,000,000
November 2019 Notes Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period Two
Debt Instrument
Debt instrument, face amount					$ 1,000,000
February 2020 Notes Senior Unsecured Notes due 2025 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		3.50%	3.50%	3.50%
Redemption price, percentage (equal to)		100.00%
Debt instrument, face amount		$ 750,000	$ 750,000
February 2020 Notes Senior Unsecured Notes due 2025 | Unsecured Debt | Debt Instrument, Redemption, Period One
Debt Instrument
Debt instrument, face amount				$ 750,000
February 2020 Notes Senior Unsecured Notes due 2027 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		3.75%	3.75%	3.75%
Debt instrument, face amount		$ 750,000	$ 750,000
February 2020 Notes Senior Unsecured Notes due 2027 | Unsecured Debt | Debt Instrument, Redemption, Period Two
Debt Instrument
Debt instrument, face amount				$ 750,000
February 2020 Notes Senior Unsecured Notes due 2030 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		4.125%	4.125%	4.125%
Debt instrument, face amount		$ 1,000,000	$ 1,000,000
February 2020 Notes Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Three
Debt Instrument
Debt instrument, face amount				$ 1,000,000
February 2020 Notes Senior Unsecured Notes | Unsecured Debt | Debt Instrument, Redemption, Period One
Debt Instrument
Percentage of aggregate principal redeemable (percent)		40.00%
MGP OP Notes due 2024 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		5.625%
Debt instrument, face amount	25,800	$ 25,831
MGP OP Notes due 2025 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		4.625%
Debt instrument, face amount	600	$ 632
MGP OP Notes due 2026 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		4.50%
Debt instrument, face amount	19,500	$ 19,476
MGP OP Notes due 2027 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		5.75%
Debt instrument, face amount	20,500	$ 20,534
MGP OP Notes due 2028 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		4.50%
Debt instrument, face amount	700	$ 675
MGP OP Notes due 2029 | Unsecured Debt
Debt Instrument
Interest rate, stated percentage		3.875%
Debt instrument, face amount	$ 22,900	$ 22,886
MGP OP Notes | Unsecured Debt
Debt Instrument
Redemption price, percentage (equal to)	100.00%
Debt instrument, face amount	$ 90,000
Exchange Notes | Unsecured Debt
Debt Instrument
Redemption price, percentage (equal to)	100.00%
Debt instrument, face amount	$ 4,110,000

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Debt - New Unsecured Credit Facilities (Details) $ in Thousands			9 Months Ended
	Feb. 18, 2022 USD ($)	Feb. 08, 2022 USD ($) option	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jul. 15, 2022 USD ($)
Line of Credit Facility [Line Items]
Proceeds from Revolving Credit Facility			$ 600,000	$ 0
Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		1.00%
Federal Reserve Bank Of New York Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.50%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 2,500,000			$ 1,250,000
Number of extension options | option		2
Extension term		6 months
Extension fee percentage		0.0625%
Increase in borrowing capacity		$ 1,000,000
Proceeds from Revolving Credit Facility	$ 600,000
Revolving Credit Facility | Minimum
Line of Credit Facility [Line Items]
Facility fee percentage		0.15%
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.775%	0.775%
Revolving Credit Facility | Minimum | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.00%
Revolving Credit Facility | Maximum
Line of Credit Facility [Line Items]
Facility fee percentage		0.375%
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		1.325%	1.325%
Revolving Credit Facility | Maximum | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.325%
Delayed Draw Term Loan
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 1,000,000
Number of extension options | option		2
Extension term		12 months
Extension fee percentage		0.125%
Increase in borrowing capacity		$ 1,000,000
Delayed Draw Term Loan | Minimum | Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.85%
Delayed Draw Term Loan | Minimum | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.00%
Delayed Draw Term Loan | Maximum | Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		1.60%
Delayed Draw Term Loan | Maximum | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)		0.60%

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Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Feb. 18, 2022	Sep. 14, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 15, 2022	Feb. 08, 2022	Dec. 31, 2021	May 19, 2019	Dec. 31, 2017
Debt Instrument
Debt instrument, face amount			$ 13,950,000		$ 13,950,000				$ 4,750,000
Loss on extinguishment of debt			0	$ 15,622	0	$ 15,622
September 2021 Forward Sales Agreement | Forward Sales Agreement
Debt Instrument
Number of Shares Issued (in shares)	50,000,000	65,000,000
Revolving Credit Facility
Debt Instrument
Maximum borrowing capacity							$ 1,250,000	$ 2,500,000
Revolving Credit Facility | Senior Notes
Debt Instrument
Debt instrument, face amount			$ 600,000		$ 600,000
Maximum borrowing capacity										$ 1,000,000
Term B Loan Facility
Debt Instrument
Debt instrument, face amount											$ 2,200,000
Loss on extinguishment of debt				$ 15,600		$ 15,600

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Debt - Bridge Facilities (Details) - USD ($)			3 Months Ended		9 Months Ended
	Aug. 04, 2021	Mar. 02, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument
Interest expense			$ 169,354,000	$ 165,099,000	$ 370,624,000	$ 321,953,000
MGP Transactions Bridge Facility
Debt Instrument
Maximum borrowing capacity	$ 9,300,000,000
Interest expense			0	27,000,000	15,300,000	27,000,000
MGP Transactions Bridge Facility | First Lien Secured Bridge Facility
Debt Instrument
Debt instrument, term	364 days
Venetian Acquisition Bridge Facility
Debt Instrument
Maximum borrowing capacity		$ 4,000,000,000
Interest expense			$ 0	$ 3,000,000	$ 1,000,000	$ 10,900,000
Venetian Acquisition Bridge Facility | First Lien Secured Bridge Facility
Debt Instrument
Debt instrument, term		364 days

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Derivatives - Schedule of Derivatives (Details) - 1.3465% Forward-Starting Interest Rate Swap Maturing May 2, 2032	Dec. 31, 2021 USD ($) instrument
Derivative
Number of Instruments | instrument	1
Fixed Rate	1.3465%
Notional | $	$ 500,000,000

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Derivatives - Narrative (Details) $ in Thousands				1 Months Ended	3 Months Ended			9 Months Ended
	Feb. 18, 2022 shares	Sep. 15, 2021 USD ($)	Sep. 14, 2021 shares	Apr. 30, 2022 USD ($) instrument	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jan. 31, 2019 USD ($) instrument
Derivative
Reclassification of derivative gain to Interest expense					$ 6,037	$ 4,159	$ (64,239)	$ 10,196	$ (64,239)
September 2021 Forward Sales Agreement | Forward Sales Agreement
Derivative
Number of Shares Issued (in shares) | shares	50,000,000		65,000,000
Forward-Starting Interest Rate Swap
Derivative
Number of Instruments | instrument				5
Notional amount				$ 2,500,000
Derivative debt				3,000,000
Net proceeds from derivative instruments				$ 202,300
Reclassification of derivative gain to Interest expense					$ 6,037		$ 0	$ 10,196	$ 0
Treasury Lock
Derivative
Number of Instruments | instrument				2
Notional amount				$ 500,000
Net proceeds from derivative instruments				$ 4,500
Interest Rate Swaps
Derivative
Number of Instruments | instrument										6
Notional amount										$ 2,000,000
Fixed Rate										2.8297%
Payments for derivative instrument		$ 66,900
Accrued expenses and deferred revenue		2,700
Reclassification of derivative gain to Interest expense		$ 64,200

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Derivatives - Schedule of Derivatives on Income Statement (Details) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
	Sep. 15, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative
Unrealized gain recorded in other comprehensive income			$ 91,939	$ 108,611	$ 6,576	$ 9,328	$ 12,378
Reclassification of derivative gain to Interest expense		$ (6,037)	$ (4,159)		64,239			$ (10,196)	$ 64,239
Interest from interest rate swaps recorded in interest expense		169,354			165,099			370,624	321,953
Termination Fee
Derivative
Interest from interest rate swaps recorded in interest expense		0			64,239			0	64,329
Forward-Starting Interest Rate Swap
Derivative
Unrealized gain recorded in other comprehensive income		0			0			200,550	0
Reclassification of derivative gain to Interest expense		(6,037)			0			(10,196)	0
Interest Rate Swaps
Derivative
Unrealized gain recorded in other comprehensive income		0			6,576			0	28,282
Reclassification of derivative gain to Interest expense	$ (64,200)
Interest from interest rate swaps recorded in interest expense		$ 0			$ 8,792			$ 0	$ 29,960

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Fair Value - Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Financial assets:
Derivative instruments - forward-starting interest rate swaps	$ 0	$ 884
Carrying Amount | Recurring | Short-Term Investments
Financial assets:
Derivative instruments - forward-starting interest rate swaps	207,722
Carrying Amount | Recurring | Interest Rate Swaps
Financial assets:
Derivative instruments - forward-starting interest rate swaps		884
Level 1 | Fair Value | Recurring | Short-Term Investments
Financial assets:
Derivative instruments - forward-starting interest rate swaps	0
Level 1 | Fair Value | Recurring | Interest Rate Swaps
Financial assets:
Derivative instruments - forward-starting interest rate swaps		0
Level 2 | Fair Value | Recurring | Short-Term Investments
Financial assets:
Derivative instruments - forward-starting interest rate swaps	207,722
Level 2 | Fair Value | Recurring | Interest Rate Swaps
Financial assets:
Derivative instruments - forward-starting interest rate swaps		884
Level 3 | Fair Value | Recurring | Short-Term Investments
Financial assets:
Derivative instruments - forward-starting interest rate swaps	$ 0
Level 3 | Fair Value | Recurring | Interest Rate Swaps
Financial assets:
Derivative instruments - forward-starting interest rate swaps		$ 0

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Fair Value - Schedule Of Estimated Fair Values (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Carrying Amount
Financial assets:
Cash and cash equivalents	$ 518,383	$ 739,614
Carrying Amount | Lease Financing Receivable
Financial assets:
Receivables	16,441,616	2,644,824
Carrying Amount | Lease Receivable
Financial assets:
Receivables	579,805	498,002
Carrying Amount | Revolving Credit Facility
Financial liabilities:
Debt	0	0
Carrying Amount | Delayed Draw Term Loan
Financial liabilities:
Debt	0	0
Carrying Amount | Senior Unsecured Notes
Financial liabilities:
Debt	13,730,503	4,694,523
Fair Value
Financial assets:
Cash and cash equivalents	518,383	739,614
Fair Value | Lease Financing Receivable
Financial assets:
Receivables	17,457,867	3,104,337
Fair Value | Lease Receivable
Financial assets:
Receivables	585,779	498,614
Fair Value | Revolving Credit Facility
Financial liabilities:
Debt	0	0
Fair Value | Delayed Draw Term Loan
Financial liabilities:
Debt	0	0
Fair Value | Senior Unsecured Notes
Financial liabilities:
Debt	$ 12,567,443	$ 4,955,000

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Commitments and Contingent Liabilities - Narrative (Details)	9 Months Ended
	Sep. 30, 2022 option
Loss Contingencies
Weighted average remaining lease term	13 years 9 months 18 days
Finance lease, weighted average remaining lease term	55 years
Operating Sub-Lease
Loss Contingencies
Weighted average remaining lease term	7 years 2 months 12 days
Minimum
Loss Contingencies
Operating lease, discount rate (percent)	5.30%
Lessee, finance lease, discount rate (percent)	6.00%
Minimum | Operating Sub-Lease
Loss Contingencies
Operating lease, discount rate (percent)	2.60%
Maximum
Loss Contingencies
Operating lease, discount rate (percent)	5.50%
Lessee, finance lease, discount rate (percent)	8.00%
Maximum | Operating Sub-Lease
Loss Contingencies
Operating lease, discount rate (percent)	2.90%
Cascata Golf Course
Loss Contingencies
Number of extension options	3
Renewal term	10 years
Corporate Headquarters
Loss Contingencies
Number of extension options	1
Renewal term	5 years

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Commitments and Contingent Liabilities - Schedule of Rent Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Leases, Operating [Abstract]
Rent expense	$ 503	$ 503	$ 1,504	$ 1,507
Contractual rent	475	470	1,424	1,410
Others assets (operating sub-leases)	46,611		46,611		$ 16,811
Other liabilities (operating sub-lease liabilities)	$ 16,327		$ 16,327
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets		Other assets		Other assets
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Other liabilities		Other liabilities		Other liabilities
Leases, Finance [Abstract]
Sales-type sub-leases, net	$ 762,066		$ 762,066		$ 273,970
Finance sub-lease liabilities	784,112		784,112		280,510
Rental expense	14,466	5,604	33,392	16,905
Rental income	14,466	5,604	33,392	16,905
Contractual rent	18,925	8,838	37,910	20,513
Operating Sub-Lease
Leases, Operating [Abstract]
Rent expense	1,712	0	3,995	0
Contractual rent	1,602	0	3,720	0
Others assets (operating sub-leases)	30,362		30,362		0
Other liabilities (operating sub-lease liabilities)	30,362		30,362		$ 0
Rental income	$ 1,712	$ 0	$ 3,995	$ 0

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Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating Leases
2022 (remaining)	$ 523
2023	1,937
2024	1,847
2025	1,908
2026	1,958
2027	1,979
Thereafter	15,137
Total minimum lease commitments	25,291
Discounting factor	8,964
Lease liability	16,327
Financing Receivables
2022 (remaining)	14,281
2023	58,769
2024	59,039
2025	59,174
2026	59,174
2027	59,174
Thereafter	2,555,535
Total minimum lease commitments	2,865,145
Discounting factor	2,081,033
Finance sub-lease liability	784,112	$ 280,510
Operating Sub-Lease
Operating Leases
2022 (remaining)	1,619
2023	6,585
2024	6,553
2025	5,129
2026	3,934
2027	4,010
Thereafter	5,128
Total minimum lease commitments	32,957
Discounting factor	2,595
Lease liability	$ 30,362	$ 0

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Stockholders' Equity - Narrative (Details) - USD ($)							1 Months Ended	3 Months Ended				9 Months Ended
	Feb. 18, 2022	Sep. 14, 2021	Sep. 09, 2021	Mar. 04, 2021	Sep. 28, 2020	Jun. 17, 2020	May 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Stock
Total number of common and preferred shares authorized (in shares)								1,400,000,000				1,400,000,000
Common stock, shares authorized (in shares)								1,350,000,000				1,350,000,000		1,350,000,000
Common stock, par value (in dollars per share)								$ 0.01				$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)								50,000,000				50,000,000		50,000,000
Preferred stock, par value (in dollars per share)								$ 0.01				$ 0.01		$ 0.01
Aggregate offering value of shares									$ 6,572,231,000	$ 3,218,097,000	$ 2,384,815,000
Proceeds from issuance of common stock												$ 3,219,101,000	$ 2,386,129,000
ATM Stock Offering Program
Class of Stock
Maximum amount of shares to be sold							$ 1,000,000,000
Fair value of offering								$ 0				$ 0
Shares issued in IPO (in shares)										0	0		0
ATM Stock Offering Program | Plan
Class of Stock
Shares received from issuance of common stock (in shares)												15,299,787
ATM Stock Offering Program | August 2022 ATM Forward Sale Agreement
Class of Stock
Share price (in dollars per share)								$ 34.73				$ 34.73
Aggregate offering value of shares								$ 136,080,000.00
Offering forward price (in dollars per share)								$ 34.40				$ 34.40
Forward contract indexed to issuer's equity (in shares)								3,918,807
Forward contract indexed to issuer's equity, value								$ 134,800,000				$ 134,800,000
Offering forward price, net (in dollars per share)								$ 34.08				$ 34.08
Forward agreement on the proceeds from issuance of common stock												$ 133,500,000
Forward share agreements, payments for repurchase of common stock												$ 3,400,000
ATM Stock Offering Program | August 2022 ATM Forward Sale Agreement | Plan
Class of Stock
Shares received from issuance of common stock (in shares)												100,000
ATM Stock Offering Program | June 2022 ATM Forward Sale Agreement
Class of Stock
Share price (in dollars per share)									$ 32.28
Aggregate offering value of shares									$ 367,400,000
Offering forward price (in dollars per share)									$ 31.64
Forward contract indexed to issuer's equity (in shares)									11,380,980
Forward contract indexed to issuer's equity, value									$ 360,000,000
Offering forward price, net (in dollars per share)								$ 31.36				$ 31.36
Forward agreement on the proceeds from issuance of common stock												$ 356,900,000
Forward share agreements, payments for repurchase of common stock												$ 17,200,000
ATM Stock Offering Program | June 2022 ATM Forward Sale Agreement | Plan
Class of Stock
Shares received from issuance of common stock (in shares)												600,000
Public Stock Offering And Forward Sales Agreement | September 2021 Forward Sales Agreement
Class of Stock
Number of shares issued (in shares)		115,000,000
Aggregate offering value of shares		$ 3,400,000,000
Public Stock Offering
Class of Stock
Number of shares issued (in shares)		65,000,000
Sale of stock, consideration received on transaction		$ 1,859,000,000
Over-Allotment Option
Class of Stock
Number of shares issued (in shares)		15,000,000
Forward Sales Agreement
Class of Stock
Proceeds from issuance of common stock	$ 3,200,000,000
Forward Sales Agreement | September 2021 Forward Sales Agreement
Class of Stock
Number of shares issued (in shares)	50,000,000	65,000,000
Shares issued related to forward sale (shares)		50,000,000
Share price (in dollars per share)		$ 29.50
Proceeds from issuance of common stock	$ 1,390,600,000
Offering forward price (in dollars per share)	$ 28.62
Sale of stock price (in dollars per share)	$ 27.81
Forward Sales Agreement | March 2021 Forward Sales Agreement
Class of Stock
Number of shares issued (in shares)	69,000,000
Share price (in dollars per share)				$ 29.00
Aggregate offering value of shares				$ 2,001,000,000
Proceeds from issuance of common stock	$ 1,828,600,000
Offering forward price (in dollars per share)	$ 28.06
Sale of stock price (in dollars per share)	$ 26.50
Forward contract indexed to issuer's equity (in shares)				69,000,000
Future stock to be issued during period, shares sold pursuant to the exercise In full of underwriters' option to purchase additional common stock				9,000,000
Forward Sales Agreement | June 2020 Forward Sale Agreement
Class of Stock
Number of shares issued (in shares)			26,900,000		3,000,000
Share price (in dollars per share)						$ 22.15
Aggregate offering value of shares						$ 662,300,000
Proceeds from issuance of common stock			$ 526,900,000		$ 63,000,000
Offering forward price (in dollars per share)						$ 21.37
Sale of stock price (in dollars per share)			$ 19.59		$ 21.04
Forward contract indexed to issuer's equity (in shares)						29,900,000
Stock sold pursuant to the exercise in full of underwriters' option to purchase additional common stock (in shares)						3,900,000

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Stockholders' Equity - Schedule of Common Stock Outstanding (Details) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Increase (Decrease) in Stockholders' Equity
Beginning balance (in shares)	628,942,092		628,942,092	536,669,722
Issuance of common stock upon physical settlement of forward sale agreements (in shares)			119,000,000	26,900,000
Issuance of common stock in connection with the REIT Mergers (in shares)			214,552,532	0
Ending balance (in shares)		628,944,887	963,093,424	628,944,887
Stock Incentive Plan
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in primary follow-on offerings and restricted and unrestricted common stock under the stock incentive program, net of forfeitures (in shares)			598,800	375,165
ATM Stock Offering Program
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in primary follow-on offerings and restricted and unrestricted common stock under the stock incentive program, net of forfeitures (in shares)	0	0		0
ATM Stock Offering Program | Plan
Increase (Decrease) in Stockholders' Equity
Shares received from issuance of common stock (in shares)			15,299,787
Follow-On Offerings
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in primary follow-on offerings and restricted and unrestricted common stock under the stock incentive program, net of forfeitures (in shares)			0	65,000,000

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Stockholders' Equity - Schedule of Dividends Declared (Details) - $ / shares	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.3900	$ 0.3600	$ 0.3600	$ 0.3600	$ 0.3300	$ 0.3300

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Earnings Per Share and Earnings Per Unit - Schedule Of Weighted Average Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted-average common stock outstanding (in shares)	962,573,646	555,153,692	848,839,357	542,843,855
Assumed conversion of restricted stock (in shares)	989,000	891,000	795,000	920,000
Assumed settlement of forward sale agreements (in shares)	572,000	15,850,000	1,188,000	13,350,000
Diluted weighted-average shares of common stock outstanding (in shares)	964,134,340	571,894,545	850,823,037	557,113,510
VICI Properties LP
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted-average common stock outstanding (in shares)	974,805,019	555,153,692	855,783,910	542,843,855
Assumed conversion of restricted stock (in shares)	989,000	891,000	795,000	920,000
Assumed settlement of forward sale agreements (in shares)	572,000	15,850,000	1,188,000	13,350,000
Diluted weighted-average shares of common stock outstanding (in shares)	976,365,713	571,894,545	857,767,590	557,113,510

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Earnings Per Share and Earnings Per Unit - Schedule Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Basic:
Net income attributable to common stockholders	$ 330,905	$ 161,862	$ 513,582	$ 732,372
Weighted-average common stock outstanding (in shares)	962,573,646	555,153,692	848,839,357	542,843,855
Basic EPS (in dollars per share)	$ 0.34	$ 0.29	$ 0.61	$ 1.35
Diluted:
Net income attributable to common stockholders	$ 330,905	$ 161,862	$ 513,582	$ 732,372
Diluted weighted-average shares of common stock outstanding (in shares)	964,134,340	571,894,545	850,823,037	557,113,510
Diluted EPS (in dollars per share)	$ 0.34	$ 0.28	$ 0.60	$ 1.31
VICI Properties LP
Basic:
Net income attributable to common stockholders	$ 334,271	$ 161,383	$ 509,584	$ 728,865
Weighted-average common stock outstanding (in shares)	974,805,019	555,153,692	855,783,910	542,843,855
Basic EPS (in dollars per share)	$ 0.34	$ 0.29	$ 0.60	$ 1.34
Diluted:
Net income attributable to common stockholders	$ 334,271	$ 161,383	$ 509,584	$ 728,865
Diluted weighted-average shares of common stock outstanding (in shares)	976,365,713	571,894,545	857,767,590	557,113,510
Diluted EPS (in dollars per share)	$ 0.34	$ 0.28	$ 0.59	$ 1.31

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Earnings Per Share and Earnings Per Unit - Narrative (Details)	Sep. 30, 2022
Earnings Per Share [Abstract]
Ownership percentage	100.00%

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Stock-Based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation costs | $	$ 21.2
Weighted average period (in years)	2 years
Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares authorized (in shares)	12,750,000
Number of remaining shares authorized (in shares)	10,900,000

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Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
General and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 3,493	$ 2,395	$ 9,359	$ 7,067

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Stock-Based Compensation - Schedule Of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Shares
Beginning balance (in shares)	888	855
Granted (in shares)	874	493
Vested (in shares)	(385)	(371)
Forfeited (in shares)	(94)	(60)
Canceled (in shares)	0	0
Ending balance (in shares)	1,283	917
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 21.15	$ 21.48
Granted (in dollars per share)	27.81	18.83
Vested (in dollars per share)	23.95	19.41
Forfeited (in dollars per share)	23.05	19.90
Canceled (in dollars per share)	0	0
Ending balance (in dollars per share)	$ 24.70	$ 21.00

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Segment Information - Narrative (Details) - 9 months ended Sep. 30, 2022	segment property	golfCourse
Segment Reporting Information
Number of reportable segments	2
Number of real estate properties (properties)	43	4
Golf Course Business
Segment Reporting Information
Number of reportable segments	1

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Segment Information - Schedule Of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Segment Reporting Information
Revenues	$ 751,543			$ 375,704			$ 1,830,791	$ 1,126,414
Interest expense	(169,354)			(165,099)			(370,624)	(321,953)
Loss from extinguishment of debt	0			(15,622)			0	(15,622)
Income from unconsolidated affiliate	22,719			0			37,853	0
Income before income taxes	337,295			164,572			523,269	741,488
Income tax expense	(417)			(388)			(1,844)	(2,128)
Net income	336,878	$ (58,141)	$ 242,688	164,184	$ 303,077	$ 272,099	521,425	739,360
Depreciation	816			771			2,371	2,320
Total assets	37,307,982			17,548,804			37,307,982	17,548,804	$ 17,597,373
Total liabilities	15,245,685			5,420,018			15,245,685	5,420,018	$ 5,410,199
Real Property Business
Segment Reporting Information
Revenues	744,855			369,200			1,805,306	1,104,812
Interest expense	(169,354)			(165,099)			(370,624)	(321,953)
Loss from extinguishment of debt	0			(15,622)			0	(15,622)
Income from unconsolidated affiliate	22,719			0			37,853	0
Income before income taxes	336,489			163,953			516,278	736,991
Income tax expense	(245)			(245)			(328)	(1,128)
Net income	336,244			163,708			515,950	735,863
Depreciation	31			29			90	92
Total assets	37,205,177			17,453,567			37,205,177	17,453,567
Total liabilities	15,227,819			5,402,358			15,227,819	5,402,358
Golf Course Business
Segment Reporting Information
Revenues	6,688			6,504			25,485	21,602
Interest expense	0			0			0	0
Loss from extinguishment of debt	0			0			0	0
Income from unconsolidated affiliate	0			0			0	0
Income before income taxes	806			619			6,991	4,497
Income tax expense	(172)			(143)			(1,516)	(1,000)
Net income	634			476			5,475	3,497
Depreciation	785			742			2,281	2,228
Total assets	102,805			95,237			102,805	95,237
Total liabilities	$ 17,866			$ 17,660			$ 17,866	$ 17,660