VICI PROPERTIES INC

Previous wording

We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure destinations. Our geographically diverse portfolio currently consists of 93 experiential assets consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada. Our portfolio also includes certain real estate debt investments, most of which 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 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. We also own four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip. We conduct our operations as a REIT for U.S. federal income tax purposes. We conduct our real property business through our operating partnership, VICI OP, and our golf course business through a TRS, VICI Golf. For additional information with respect to our business and operations, refer to Item 1. - Business.

Current wording

We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, wellness, entertainment and leisure destinations. Our geographically diverse portfolio currently consists of 93 experiential assets consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada. Our portfolio also includes certain real estate debt investments, most of which 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 33 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. We also own four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip. We conduct our operations as a REIT for U.S. federal income tax purposes. We conduct our real property business through our operating partnership, VICI OP, and our golf course business through a TRS, VICI Golf. For additional information with respect to our business and operations, refer to Item 1. - Business.

Previous wording

•Collected 100% of rent in cash.

Current wording

•Collected 100% of contractual rent in cash.

Previous wording

•Net income attributable to common stockholders increased 124.9% year-over-year to $2.5 billion, and net income attributable to common stockholders per diluted share increased 94.8% to $2.47, primarily due to the impact of our CECL allowance in the prior year and the timing of our transaction activity.

Current wording

•Net income attributable to common stockholders increased 6.6% year-over-year to $2.7 billion, and net income attributable to common stockholders per diluted share increased 3.3% to $2.56.

Previous wording

•AFFO increased 29.1% year-over-year to $2.2 billion and AFFO per diluted share increased 11.8% to $2.15.

Current wording

•AFFO increased 8.4% year-over-year to $2.4 billion and AFFO per diluted share increased 5.1% to $2.26.

Previous wording

•Originated six debt investments totaling $698.2 million of commitments.

Current wording

•Originated three debt investments totaling $365.0 million of commitments.

Previous wording

◦Funded new and existing loan commitments totaling $959.1 million.

Current wording

◦Funded new and existing loan commitments totaling $579.1 million.

Previous wording

•Announced an increase in our quarterly cash dividend to $0.415 per share (or $1.66 per share on an annualized basis) in the third quarter of 2023, representing a 6.4% increase compared to our previous quarterly dividend.

Current wording

•Announced an increase in our quarterly cash dividend to $0.4325 per share (or $1.73 per share on an annualized basis) in the third quarter of 2024, representing a 4.2% increase compared to our previous quarterly dividend.

Previous wording

•Sold 21,365,397 forward shares under our ATM program during the year with an aggregate offering value of $643.0 million and settled 29,788,250 forward shares outstanding under our ATM program for aggregate net proceeds of $945.7 million.

Current wording

•Sold 12,015,399 forward shares under our ATM Program (as defined in Note 11 - Stockholders Equity) during the year with an estimated aggregate net offering value of $376.3 million and settled 13,194,739 forward shares outstanding under our ATM Program for aggregate net proceeds of $379.4 million.

Previous wording

•At-The-Market Offering Programs. During the year ended December 31, 2023, we sold an aggregate of 21,365,397 shares under the ATM Program (as defined in Note 11 - Stockholders Equity), all of which were subject to forward sale agreements, for estimated aggregate net value of $634.6 million based on the initial forward sale price with respect to each forward sale agreement. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates. In October 2023, we physically settled all the then outstanding forward shares issued under the ATM Program in exchange for total net proceeds of approximately $249.1 million.

Current wording

•At-The-Market Offering Programs. During the year ended December 31, 2024, we sold an aggregate of 12,015,399 shares under the ATM Program, all of which were subject to forward sale agreements, for estimated aggregate net offering value of $376.3 million based on the initial forward sale price with respect to each forward sale agreement. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates. In July, October and November 2024, we physically settled certain outstanding forward shares issued under the ATM Program in exchange for aggregate net proceeds of approximately $379.4 million.

Previous wording

•Entry into Forward-Starting Interest Rate Swap Agreements. During the year ended December 31, 2023, we entered into seven forward-starting interest rate swap agreements with an aggregate notional amount of $500.0 million intended to reduce the variability in the forecasted interest expense related to the fixed-rate debt we expect to refinance.

Current wording

•Forward-Starting Interest Rate Swap Agreements.

Previous wording

Our tenants and the guarantors of their respective obligations, as applicable, under our lease agreements are leading gaming and experiential operators across the United States, Canada and abroad. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants’ and, as applicable, their respective guarantors’, financial performance, the performance of the gaming and other experiential industries and the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on any of our tenant’s business, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. In addition, the financial performance of our tenants and their respective guarantors also has a direct impact on our financial results in a given reporting period due to the impact of ASC 326 “Credit Losses” (“ASC 326”), which requires us to estimate and record non-cash expected credit losses related to our investments, including changes on a quarterly basis, that are recorded in our Statement of Operations and impact our reported net income. The change in non-cash allowance for credit losses for a given period is dependent upon, among other things, our tenants’ and guarantors’ financial performance. For more information regarding ASC 326, refer to Note 5 - Allowance for Credit Losses included in this Annual Report on Form 10-K.

Current wording

Our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming and experiential operators across the United States, Canada and abroad. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants’ (and respective guarantors’, as applicable) financial performance, the performance of the gaming and other experiential industries and the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on any of our tenant’s business, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. In addition, the financial performance of our tenants (and respective guarantors, as applicable) also has a direct impact on our financial results in a given reporting period due to the impact of ASC 326 “Credit Losses” (“ASC 326”), which requires us to estimate and record non-cash expected credit losses related to our investments, including changes on a quarterly basis, that are recorded in our Statement of Operations and impact our reported net income. The change in non-cash allowance for credit losses for a given period is dependent upon, among other things, our tenants’ and guarantors’ financial performance. For more information regarding ASC 326, refer to Note 5 - Allowance for Credit Losses included in this Annual Report on Form 10-K.

Previous wording

Our business prospects and future growth will be significantly influenced by the success of our business strategy, and the timing, availability and terms of financing of any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance, including those described herein. Further, the pricing of any acquisitions or other investments we may consummate and the terms of any leases that we may enter into will significantly impact our future results. Competition to enter into transactions with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those relating to recent or historical transactions.

Current wording

Our business prospects and future growth will be significantly influenced by the success of our business strategy, and the timing, availability and terms of financing for any acquisitions and investments that we may complete, as well as broader macroeconomic and other conditions that affect our tenants’ operating and financial performance and the gaming and other experiential industries in which they operate, including those described herein. Further, the pricing of any acquisitions or other investments we may consummate and the terms of any leases that we may enter into will significantly impact our future results. Competition to enter into transactions with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions, investments or leases will be on terms as favorable to us as those from comparable recent or historical transactions.

Previous wording

We anticipate that we will finance our future growth with a combination of debt and equity, although no assurance can be given that we will be able to issue equity and/or debt in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due to market conditions or otherwise. Macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of heightened interest rates, inflation, threat of recession and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, 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 directly 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.

Current wording

We anticipate that we will finance our future growth with a combination of debt and equity, although no assurance can be given that we will be able to issue equity and/or debt in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due to market conditions or otherwise. Macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, including the impact of changing interest rates, inflation, threat of recession, geopolitical uncertainty, and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, 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 directly 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.

Previous wording

However, the current macroeconomic environment, including heightened interest rates and market volatility, impacts our business in certain respects, such as by increasing interest expense with respect to any borrowings under our Revolving Credit Facility and future refinancing of upcoming debt maturities, 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 negatively impact our growth prospects.

Current wording

However, the current macroeconomic environment, including heightened interest rates and market volatility, impacts our business in certain respects, such as by increasing interest expense with respect to any borrowings under our Revolving Credit Facility and refinancing of recent and upcoming debt maturities, 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, limit the benefits of any such transactions, and negatively impact our growth prospects.

Previous wording

With respect to our lease agreements, which generally provide for annual rent escalation based on a specified percentage increase and/or increases in CPI, we expect that currently elevated inflation levels 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 increasing inflation during periods when inflation rates are greater than the applicable CPI-based caps.

Current wording

With respect to our lease agreements, which generally provide for annual rent escalation based on a specified percentage increase and/or increases in CPI, we expect that current inflation levels 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 increasing inflation during periods when inflation rates are greater than the applicable CPI- based caps.

Previous wording

As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which the trends set forth herein adversely affect our tenants and/or ultimately impact us depends on future developments that cannot be predicted with confidence, including our tenants’ financial performance, the direct and indirect effects of such trends discussed herein (including among other things, heightened interest rates, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants.

Current wording

As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which the trends set forth herein adversely affect our tenants, the industries in which they operate, and/or ultimately impact our business depends on future developments that cannot be predicted with confidence, including our tenants’ financial performance, the direct and indirect effects of such trends discussed herein (including among other things, heightened interest rates, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants.

Previous wording

Leasing revenue is generated from rent from our lease agreements. Total leasing revenue increased $959.6 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. Total contractual leasing revenue increased $781.7 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increases were primarily driven by the addition to our portfolio of the Venetian Lease in February 2022, the MGM Master Lease in April 2022, the Foundation Master Lease in December 2022, the PURE Master Lease and the MGM Grand/Mandalay Bay Lease in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023 and the Century Canadian Portfolio component of the Century Master Lease in September 2023, the Bowlero Master Lease in October 2023 and the Chelsea Piers Lease in December 2023, as well as the annual rent escalators from certain of our other lease agreements.

Current wording

Leasing revenue is generated from rent from our lease agreements. Total leasing revenue increased $176.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. Total contractual leasing revenue increased $153.6 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increases were primarily driven by the acquisition of the remaining 49.9% of the MGM Grand/Mandalay Bay portfolio, and the addition to our portfolio of the PURE Master Lease in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023, the Century Canadian Portfolio component of the Century Master Lease in September 2023, the Lucky Strike (formerly known as Bowlero) Master Lease in October 2023, the Chelsea Piers Lease in December 2023 and the incremental rent increase from the Venetian Capital Investment in July and October 2024, as well as the annual rent escalators from certain of our other lease agreements.

Previous wording

Income from loans increased $34.6 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was driven by the origination and subsequent funding, as applicable, of our debt investments and the related interest income from the increased principal balances outstanding under such debt investments, partially offset by the full repayment of the $400.0 million Caesars Forum Convention Center mortgage loan in May 2023 and the $71.5 million Chelsea Piers loan in December 2023.

Current wording

Income from loans increased $55.7 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven by the origination and subsequent funding, as applicable, of our debt investments and the related interest income from the increased principal balances outstanding under such debt investments, partially offset by the full repayment of certain loan investments.

Previous wording

Other income increased $13.7 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was driven primarily by the additional income as a result of certain ground and use sub-leases assumed in connection with our property transactions and acquisitions, including the acquisition of the Venetian Resort in February 2022 (“Venetian Acquisition”), the MGP Transactions in April 2022, the Rocky Gap Casino Acquisition in July 2023 and the Chelsea Piers Sale-Leaseback Transaction in December 2023 (each as defined in Note 3 - Real Estate Transactions). We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord.

Current wording

Other income increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven primarily by the additional income as a result of the assumption of certain ground leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined that we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord.

Previous wording

General and administrative expenses increased $11.3 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily driven by an increase in compensation, including stock-based compensation and the addition of new employees to the corporate team and additional expenses related to the significant growth of our business in 2023.

Current wording

General and administrative expenses increased $9.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily driven by a one-time charitable contribution to facilitate the Company’s corporate giving initiatives and by an increase in compensation, including stock-based compensation.

Previous wording

Other expenses increased $13.7 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was driven primarily by the additional expense as a result of certain ground and use sub-leases assumed in connection with our property transactions and acquisitions, including the acquisition of the Venetian Resort in February 2022 (“Venetian Acquisition”), the MGP Transactions (as defined in Note 3 - Real Estate Transactions) in April 2022, the Rocky Gap Casino Acquisition in July 2023 and the Chelsea Piers Sale-Leaseback Transaction in December 2023. We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord.

Current wording

Other expenses increased $4.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was driven primarily by the additional expense as a result of the assumption of certain ground leases in connection with the closing of the acquisition of the Rocky Gap Casino in July 2023 and the sale-leaseback transaction with Chelsea Piers in December 2023. We determined we are the primary obligor of the respective ground and use leases and, accordingly, record the related income and expense on a gross basis on our Income Statement. The lease agreements require our tenants to cover all costs associated with such ground and use sub-leases and provide for their direct payment to the primary landlord.

Previous wording

Change in allowance for credit losses decreased $731.7 million during the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily driven by lower initial CECL allowances recorded on our acquisition and loan origination activity. We recorded initial CECL allowances of $279.0 million on our $4.1 billion of property acquisition activity and $14.0 million on our $698.2 million of loan origination activity during year ended December 31, 2023, compared to initial CECL allowances of $540.5 million on our $21.6 billion of property acquisition activity and $33.1 million on our $1.2 billion of loan origination activity during the year ended December 31, 2022.

Current wording

Change in allowance for credit losses increased $23.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by changes to the reasonable and supportable period, or R&S Period probability of default, or PD, and loss given default, LGD, of our existing tenants and their parent guarantors (as applicable) as a result of market performance and changes in the macroeconomic model used to scenario condition such inputs, partially offset by lower initial CECL allowances recorded on our acquisition and loan origination activity. We recorded initial CECL allowances of $2.9 million on our $365.0 million of loan origination activity during the year ended December 31, 2024, compared to initial CECL allowances of $279.0 million on our $4.1 billion of property acquisition activity and $14.0 million on our $698.2 million of loan origination activity during the year ended December 31, 2023.

Previous wording

Further fluctuation in the change in allowance for credit losses are the result of (i) changes to the reasonable and supportable period, or R&S Period probability of default, or PD, and loss given default, LGD, of our existing tenants and their parent guarantors (as applicable) as a result of market performance and changes in the macroeconomic model used to scenario condition such inputs, (ii) changes to the long-term period PD as a result of changes in the credit ratings of our existing tenants and their parent guarantors, which are used to estimate the long-term PD and (iii) annual standard updates to the model used to estimate the CECL allowance. Refer to Note 5 - Allowance for Credit Losses for further details.

Current wording

Further fluctuation in the change in allowance for credit losses are the result of (i) changes to the long-term period PD as a result of changes in the credit ratings of our existing tenants and their parent guarantors, which are used to estimate the long-term PD and (ii) annual standard updates to the model used to estimate the CECL allowance. Refer to Note 5 - Allowance for Credit Losses for further details.

Previous wording

Transaction and acquisition costs decreased $14.6 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. 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. Amounts for the year ended December 31, 2022 include costs incurred for the MGP Transactions and Venetian Acquisition during the period that are not capitalized under GAAP.

Current wording

Transaction and acquisition costs decreased $3.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. 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.

Previous wording

Income from unconsolidated affiliate during the year ended December 31, 2023 represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV for the period from January 1, 2023 through January 8, 2023, immediately prior to the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition. Beginning on January 9, 2023, upon the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the operations of the MGM Grand/Mandalay Bay JV and, subsequently, such income is included in Income from sales-type lease on our Statement of Operations.

Current wording

Income from unconsolidated affiliate during the year ended December 31, 2023 represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV for the period from January 1, 2023 through January 8, 2023, immediately prior to the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition (as defined in Note 3 - Real Estate Transactions). Beginning on January 9, 2023, upon the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the operations of the MGM Grand/Mandalay Bay JV and, subsequently, such income is included in Income from sales-type lease on our Statement of Operations and, accordingly, no Income from unconsolidated affiliate was recognized for the year ended December 31, 2024.

Previous wording

Interest expense increased $278.1 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily related to an additional $12.4 billion in notional amount of debt from the (i) issuance of the unsecured notes in April 2022, (ii) issuance of the Exchange Notes (as defined in Note 7 - Debt) in April 2022, (iii) assumption of the MGP OP Notes in April 2022, (iv) C$140.0 million, C$75.0 million and £9.0 million draws on the Revolving Credit Facility to finance the PURE Canadian Gaming Sale-Leaseback Transaction in January 2023, Century Canadian Portfolio Sale-Leaseback Transaction in September 2023 and Cabot Highlands Loan in December 2023, respectively, and (v) consolidation of $3.0 billion aggregate principal amount of CMBS debt in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition in January 2023. The increases were partially offset by certain interest expense recorded during the year ended December 31, 2022 with no corresponding expense during the year ended December 31, 2023, which included (i) the amortization of the commitment fees associated with the bridge facilities for the Venetian Acquisition and MGP Transactions and (ii) additional interest on the $600.0 million draw on the Revolving Credit Facility in February 2022 (which was repaid in full on April 29, 2022).

Current wording

Interest expense increased $8.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily related to an increase in debt outstanding from the (i) C$140.0 million, C$75.0 million and £14.5 million draws on the 2022 Revolving Credit Facility to finance the acquisition of the PURE Canadian Portfolio in January 2023, the acquisition of the Canadian portfolio component of the Century Master Lease in September 2023 and the Cabot Highlands loan in December 2023, respectively, partially offset by C$27.0 million of principal paydowns under the 2022 Revolving Credit Facility, and (ii) assumption of $3.0 billion aggregate principal amount of CMBS debt on January 9, 2023, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition, the combination of which resulted in an additional $3.2 billion in notional amount of debt in 2024 compared to 2023.

Previous wording

Additionally, the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, decreased to 4.33% during the year ended December 31, 2023 from 4.39% during the year ended December 31, 2022 as a result of the lower interest rate on the MGM Grand/Mandalay Bay JV CMBS debt, partially offset by 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 earlier periods.

Current wording

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 4.34% during the year ended December 31, 2024 from 4.33% during the year ended December 31, 2023, as a result of a higher effective interest rate on (i) the draws on the 2022 Revolving Credit Facility, and (ii) the March 2024 Notes and December 2024 Notes as compared to the debt that was refinanced by such notes.

Previous wording

Interest income increased $14.4 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily driven by a significant increase in the interest rates and income earned on our excess cash and short-term investments, coupled with an overall increase in our cash on hand throughout the current year as compared to the prior year.

Current wording

Interest income decreased $7.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily driven by an overall decrease in our cash on hand throughout the current year as compared to the prior year.

Previous wording

During the year ended December 31, 2023, we recognized a $4.5 million gain in Other gains, which primarily relates to the sale of excess land in April 2023 and foreign currency remeasurement adjustments associated with our investments in Canada and the United Kingdom. In connection with the PURE Canadian Gaming Sale-Leaseback Transaction, Century Canadian Portfolio Sale-Leaseback Transaction and Cabot Highlands Loan, we entered into intercompany debt and drew C$215.0 million and £9.0 million on the Revolving Credit Facility, which are denominated in a foreign currency and, since such debt is held at entities with USD as their functional currency, certain of the related assets and liabilities are remeasured through the Statement of Operations. There is no comparable amount during the year ended December 31, 2022, as we did not have any foreign investments or comparable land sales during such time.

Current wording

Other gains decreased $3.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. The change primarily relates to the sale of excess land in April 2023 and foreign currency remeasurement adjustments associated with our investments in Canada and the United Kingdom. In connection with such investments, we entered into foreign-denominated debt on the 2022 Revolving Credit Facility, of which C$188.0 million and £14.5 million is currently outstanding on the Revolving Credit Facility and, since such debt is held at entities with USD as their functional currency, certain of the related assets and liabilities are remeasured through the Statement of Operations.

Previous wording

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.

Current wording

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), current income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate.

Previous wording

As of December 31, 2023, our available cash and cash equivalents balance, short-term investments and capacity under our Revolving Credit Facility were as follows:

Current wording

As of December 31, 2024, our available cash and cash equivalents balance, short-term investments and capacity under our 2022 Revolving Credit Facility were as follows:

Previous wording

(1)In addition, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

Current wording

(1)Subsequent to year end, on February 3, 2025, we entered into the Credit Agreement providing for the Revolving Credit Facility in the amount of $2.5 billion and concurrently terminated our 2022 Revolving Credit Facility and 2022 Credit Agreement. The Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional extensions of credit. In addition, the Credit Agreement includes the option to add one or more tranches of term loans of up to $2.0 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.

Previous wording

(2)Assumes the physical settlement of the 13,194,739 outstanding forward shares as of December 31, 2023 under our at-the-market forward sale agreements at a forward sales price of $28.97 calculated as of December 31, 2023.

Current wording

(2)Assumes the physical settlement of the 12.0 million outstanding forward shares as of December 31, 2024 under our at-the-market forward sale agreements at a forward sales price of $31.31 calculated as of December 31, 2024.

Previous wording

We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities 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 undrawn capacity under our Revolving Credit Facility, and proceeds from future issuances of debt and equity securities (including issuances under any future “at-the-market” program) for the next 12 months and in future periods.

Current wording

We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities 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 undrawn capacity under our Revolving Credit Facility, net proceeds available under our outstanding forward sale agreements, and proceeds from future issuances of debt and equity securities (including issuances under any future “at-the-market” program) for the next 12 months and in future periods.

Previous wording

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 the macroeconomic environment. We will continue to analyze which sources of capital are most advantageous to us at any particular point in time, but financing through the capital markets may not be consistently available on terms we deem attractive, or at all.

Current wording

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, trading value of our unsecured debt and uncertainties related to the macroeconomic environment. We will continue to analyze which sources of capital are most advantageous to us at any particular point in time and with respect to any specific funding requirements, but financing through the capital markets may not be consistently available on terms we deem attractive, or at all.

Previous wording

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 December 31, 2023, we had $17.1 billion of debt obligations outstanding. We have $1.1 billion of debt that matures on May 1, 2024. 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.

Current wording

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 December 31, 2024, we had $17.1 billion of debt obligations outstanding of which $500.0 million matures on May 15, 2025 and $800.0 million matures on June 15, 2025. 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.

Previous wording

Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans and Partner Property Growth Fund and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of December 31, 2023. 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:

Current wording

Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans and Partner Property Growth Fund strategy and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of December 31, 2024. 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:

Previous wording

(1) Estimated interest payments on variable interest debt under our revolving credit facility are based on the CDOR and SONIA rates as of December 31, 2023.

Current wording

(2) Estimated interest payments on variable interest debt under our Revolving Credit Facility are based on the CORRA and SONIA rates as of December 31, 2024.

Previous wording

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 December 31, 2023, we had $1.0 billion of potential future funding commitments under our Partner Property Growth Fund agreements, the use of which are at the sole discretion of our tenants and will be dependent upon independent decisions made by our tenants with respect to any capital improvement projects and the source of funds for such projects, as well as the total funding ultimately provided under such arrangements.

Current wording

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 Partner Property Growth Fund. As of December 31, 2024, we had $300.0 million of additional potential future funding commitments in connection with the Venetian Capital Investment entered into on May 1, 2024, pursuant to which the tenant has the option, but not the obligation, to draw such funds. The utilization of funding commitments under the Partner Property Growth Fund, as well as the total funding ultimately provided under such arrangements, is at the discretion of the respective tenant and will be dependent upon independent decisions made by such tenant with respect to any capital improvement projects and the source of funds for such projects. For further information, refer to Note 3 – Real Estate Transactions.

Previous wording

Net cash provided by operating activities increased $237.6 million for the year ended December 31, 2023 compared with the year ended December 31, 2022. The increase is primarily driven by an increase in cash rental payments from the addition of the MGM Master Lease, Foundation Master Lease, MGM Grand/Mandalay Bay Lease, PURE Master Lease, the Rocky Gap Casino and Century Canadian Portfolio component of the Century Master Lease, Bowlero Master Lease and Chelsea Piers Lease to our real estate portfolio, the annual rent escalators on our Caesars Leases and certain of our other lease agreements, the proceeds from settlement of our forward-starting derivative instruments in connection with the April 2022 Notes offering and an increase in loan interest income as a result of an increase in the principal balance of our loan portfolio.

Current wording

Net cash provided by operating activities increased $200.5 million for the year ended December 31, 2024 compared with the year ended December 31, 2023. The increase was primarily driven by the acquisition of the remaining 49.9% of the MGM Grand/Mandalay Bay portfolio in January 2023, and an increase in rental payments from the addition of the Rocky Gap Casino component of the Century Master Lease in July 2023, the Canadian portfolio component of the Century Master Lease in September 2023, the Lucky Strike Master Lease in October 2023, the Chelsea Piers Lease in December 2023, the annual rent escalators on our Caesars Leases and certain of our other lease agreements, and the incremental rent increase from the Venetian Capital Investment in July and October 2024, as well as the incremental interest income associated with additional loan fundings and originations.