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As filed with the Securities and Exchange Commission on September 28, 2017

File No. 000-55791

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

8329 W. Sunset Road, Suite 210 Las Vegas, Nevada 89113

(Address of Principal Executive Offices)

(702) 820-3800

(Registrant’s telephone number, including area code)

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

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

Common Stock, $0.01 par value per share

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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.  ☒

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EXPLANATORY NOTE

This registration statement is being filed by VICI Properties Inc. (“VICI REIT”), in order to register its common stock pursuant to Section 12(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). VICI REIT is a newly formed Maryland corporation. VICI REIT was created to hold certain real estate assets currently owned by Caesars Entertainment Operating Company, Inc., a Delaware corporation (“CEOC”). On January 15, 2015, CEOC, and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Illinois. On January 13, 2017, the Debtors filed a Third Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al. (the “Plan of Reorganization”), which was confirmed by the U.S. Bankruptcy Court on January 17, 2017. Pursuant to the Plan of Reorganization, the historical business of CEOC will be separated by means of a spin-off transaction whereby the Debtors’ real property assets and golf course operations will be transferred through a series of transactions to VICI REIT and/or its subsidiaries (the “Restructuring”). On the effective date of the Plan of Reorganization (the “Effective Date”), CEOC will merge with and into CEOC, LLC, a Delaware limited liability company (“CEOC LLC”), with CEOC LLC surviving the merger, and CEOC LLC and/or subsidiaries of CEOC LLC will lease back the transferred real property pursuant to lease agreements (the “Lease Agreements”). An affiliate of Caesars Entertainment Corporation, the parent of CEOC, will manage such businesses. Under the Plan of Reorganization and the transactions contemplated therein, certain creditors of the Debtors will be issued VICI REIT common stock. See “Summary—The Restructuring.”

The consummation of the Restructuring is dependent upon effectiveness of the Plan of Reorganization. Since VICI REIT will seek to have this registration statement become effective substantially concurrently with the Effective Date, this registration statement has been prepared on a prospective basis as though the Restructuring has already taken place. Therefore, except as otherwise noted or suggested by the context, the information contained in this registration statement relates to VICI REIT and its subsidiaries following the effectiveness of, and after giving effect to the other transactions contemplated by, the Plan of Reorganization, including the spin-off transaction and transfer of CEOC’s real property assets and golf course operations to VICI REIT. There can be no assurance, however, that any or all of such transactions will occur or will occur as contemplated in the Plan of Reorganization.

VICI REIT is not required to file this registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”). This registration statement shall not constitute an offer to sell, nor a solicitation of an offer to buy, its securities.

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CERTAIN NON-GAAP FINANCIAL MEASURES

In this registration statement, we present Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”) 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, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business.

FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by The National Association of Real Estate Investment Trusts (“NAREIT”), we define FFO as net income (or loss) (computed in accordance with GAAP) excluding gains (or losses) from sales of property plus real estate depreciation. We define AFFO as FFO adjusted for direct financing lease adjustments and other depreciation (which is comprised of the depreciation related to our golf course operations). We define Adjusted EBITDA as net income as adjusted for gains (or losses) from sales of property, real estate depreciation, direct financing lease adjustments, other depreciation (which is comprised of the depreciation related to our golf course operations), provision for income taxes and interest expense, net.

Because not all companies calculate FFO, AFFO and Adjusted EBITDA in the same way we do and other companies may not perform such calculations, those measures as used by other companies may not be consistent with the way we calculate such measures and should not be considered as alternative measures of operating profit or net income. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

Please see “Summary—Summary Pro Forma Financial Data,” for reconciliations of net income to FFO, AFFO and Adjusted EBITDA, in each case after giving pro forma effect to the Restructuring.

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CERTAIN TERMS USED IN THIS REGISTRATION STATEMENT

Unless otherwise indicated or the context otherwise requires, references in this registration statement to the terms below will have the following meanings:

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this registration statement, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current plans, expectations and projections about future events. Forward-looking statements should not be unduly relied upon. 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 or implied by such forward-looking statements. We caution you therefore against relying on any of these 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 and performance 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:

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Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this registration statement. All forward-looking statements are made as of the date of this registration statement and the risk that actual results will differ materially from the expectations expressed in this registration statement 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 after the date of this registration statement, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this registration statement, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this registration statement will be achieved.

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ITEM 1. BUSINESS

Our Company

We are an owner, acquirer and developer of gaming, hospitality and entertainment destinations. Our national, geographically diverse portfolio consists of 19 market-leading properties, including Caesars Palace, one of the most iconic gaming facilities in the Strip. We also own and operate four golf courses located near certain of our properties, two in close proximity to Caesars Palace. Our properties, other than our golf courses, are leased to leading brands that drive loyalty and value with guests through superior service and products and continuous innovation. Across more than 32.5 million square feet, our well-maintained properties are located in nine states, contain nearly 12,000 hotel rooms and feature over 150 restaurants, bars and nightclubs. Our portfolio also includes approximately 55 acres of undeveloped land adjacent to the Strip.

We are one of the largest specialty REITs in the United States with $383.7 million and $762.6 million of revenue, $219.0 million and $434.0 million of net income and $322.1 million and $639.7 million of Adjusted EBITDA for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively, in each case on a pro forma basis giving effect to the Restructuring. For a definition of Adjusted EBITDA and a reconciliation to net income, in each case on a pro forma basis giving effect to the Restructuring, see “Summary—Summary Pro Forma Financial Data.”

We believe we have a mutually beneficial relationship with CEC, a large and diversified casino-entertainment company in the United States, and its subsidiary CEOC. Our long-term triple-net Lease Agreements with CEOC and/or its subsidiaries 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 diligent asset management and strategic capital allocation, maintaining a highly productive tenant base, capitalizing on strategic development and redevelopment opportunities, and optimizing our capital structure to support opportunistic growth.

Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of the Lease Agreements, which require CEOC to invest materially in our properties, and in line with its commitment to build guest loyalty, we anticipate CEOC will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their market-leading positions. In addition, given our scale and deep industry knowledge, we believe we are well positioned to be able to execute highly complementary single-asset and portfolio acquisitions to support growth. See “Risk Factors—Risks Related to Our Business Following the Restructuring—A substantial portion of our cash will be used to satisfy our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U.S. federal income taxes, limiting our ability to pursue our growth strategy.”

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2017. We believe our election of REIT status combined with the income generation of our Lease Agreements will enhance our ability to pay dividends, providing investors with current income as well as long-term growth.

Our Competitive Strengths

We believe the following strengths effectively position us to execute our business plan and growth strategies:

Premier portfolio of high-quality gaming, hospitality and entertainment assets with significant underlying value.

Our portfolio features Caesars Palace and market-leading regional properties with significant scale. Our properties are well-maintained and leased to leading brands, such as Caesars, Horseshoe, Harrah’s and Bally’s.

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These brands drive loyalty and value with guests through superior service and products and continuous innovation. Our portfolio benefits from its strong mix of demand generators, including casinos, guest rooms, restaurants, entertainment facilities, bars and night clubs and convention space. We believe our properties are well insulated from incremental competition as a result of high replacement costs, as well as regulatory restrictions and long-lead times for new development. The high quality of our assets appeal to a broad base of customers, stimulating traffic and visitation.

Our portfolio is anchored by Caesars Palace, which is located at the center of the Strip. We believe Las Vegas is one of the most attractive travel destinations in the United States, with a record 42.9 million visitors in 2016, according to the Las Vegas Convention and Visitors Authority. We believe Las Vegas is a market characterized by steady economic growth and high consumer and business demand with limited new supply. Caesars Palace, which is one of the most iconic gaming facilities in Las Vegas, features gaming entertainment, a large-scale hotel, extensive food and beverage options, state-of-the-art convention facilities, retail outlets and entertainment showrooms. Caesars Palace continues to benefit from positive macroeconomic trends, including record visitation levels in 2016, and strong convention attendance, hotel occupancy and average daily rates, among other key indicators.

Our portfolio also includes market-leading regional resorts that are benefitting from significant invested capital over recent years. The regional properties we own include award-winning land-based and dockside casinos, hotels and entertainment facilities that are market leaders within their respective regions. The properties operate primarily under the Caesars, Harrah’s, Horseshoe and Bally’s names, which have market-leading brand recognition. Under the terms of the Lease Agreements (subject to decrease in the event a facility is no longer subject to any of the Lease Agreements), CEOC will be required to continue to invest materially in these properties (i) annually, in a minimum amount of (x) $100.0 million in capital expenditures across CEOC’s assets, including the properties leased from us, and (y) with respect to the properties leased from us in particular, 1% of the actual revenue generated by such properties, and, (ii) every period of three calendar years, in a minimum amount of (x) $495.0 million in capital expenditures across CEOC’s assets, including the properties leased from us, subject to certain caps applicable to certain of CEOC’s assets, and (y) $350.0 million in capital expenditures across CEOC’s assets, including the properties leased from us but excluding certain of CEOC’s assets, and allocated amongst our properties as described under “—Relationship Between VICI REIT and CEOC and CEC After the Restructuring—Lease Agreements.” We believe these capital expenditures will enhance the value of our portfolio.

Our long-term Lease Agreements provide a highly predictable base level of rent with embedded growth potential.

We expect our properties will have a 100% occupancy rate under our long-term triple-net Lease Agreements with CEOC and/or its subsidiaries, providing us with a highly predictable level of rent revenue to support meaningful future cash distributions to our shareholders. We will enter into the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement.

CEOC is generally not permitted to remove individual properties from the Non-CPLV Lease Agreement and has the right, following certain casualty events or condemnations, to terminate the respective Lease Agreement with respect to affected properties. Nearly all of our properties are established assets with extensive records of performance. Based on historical performance of the properties, we expect that collectively the properties will generate sufficient revenues for CEOC to pay rent under the Lease Agreements even if operating revenues were to decline. As further described below, CEOC’s payments under the Lease Agreements will be fully guaranteed by CEC, which provides additional credit support.

Under the terms of the Lease Agreements, CEOC is primarily responsible for ongoing costs relating to our properties, including property taxes, insurance, and maintenance and repair costs that arise from the use of the property. Each Lease Agreement provides for a fixed base rent for the first seven years of the lease term, contributing to the expected stability of rental revenue. In addition, each Lease Agreement contains a fixed

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annual rent escalator on the base rent equal to the greater of 2% and the increase in the Consumer Price Index commencing on the second year of the lease with respect to the CPLV Lease Agreement and on the sixth year of the lease with respect to the Non-CPLV Lease Agreement and the Joliet Lease Agreement. The Lease Agreements provide for further growth potential following the seventh year of the leases to the extent that CEOC’s revenue generated from the facilities increases. See “—Relationship Between VICI REIT and CEOC and CEC After the Restructuring—Lease Agreements.”

We believe our relationship with CEC and CEOC, including our contractual agreements, will continue to drive significant benefits and mutual alignment of strategic interests in the future.

CEC will guarantee the payment obligations of CEOC under the Lease Agreements.

Following the Effective Date, all of our existing properties will be leased to CEOC and/or subsidiaries of CEOC. CEOC is a subsidiary of CEC, a large and diversified casino-entertainment company in the United States. CEC will guarantee the obligations of CEOC under the Lease Agreements pursuant to the Management and Lease Support Agreements. CEC operates a nationally-recognized portfolio of brands, including Caesars, Harrah’s, Horseshoe and Bally’s, and operates its portfolio of properties (including the properties transferred to us on the Effective Date) using the Total Rewards ^® customer loyalty program. Core to CEC’s cross-market strategy, the Total Rewards program is designed to encourage CEC’s customers to direct a larger share of their entertainment spending to CEC. According to the registration statement on Form S-4 filed by CEC with the SEC on March 13, 2017 and amended on June 20, 2017, for and as of the three months ended March 31, 2017 and, for and as of the year ended December 31, 2016, on a pro forma basis after giving effect to the Restructuring and CEC’s merger with Caesars Acquisition Company, which will occur on the Effective Date, CEC would have generated revenue of approximately $2,047.0 million and $8,426.0 million, respectively, and would have had cash and cash equivalents of $1,217.0 million and $1,357.0 million, respectively.

Flexible UPREIT Structure

We will operate through an umbrella partnership, commonly referred to as an UPREIT structure, in which substantially all of our assets (other than our golf courses) will be held by, and our operations (other than the golf course operations) will be conducted through, our Operating Partnership. Conducting business through our Operating Partnership allows us flexibility in the manner in which we structure and acquire properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers in exchange for limited partnership units, which provides property owners the opportunity to defer the tax consequences that would otherwise arise from a sale of their real properties and other assets to us. As a result, this structure potentially may facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations. Although we have no current plan or intention to use limited partnership units in the Operating Partnership as consideration for properties we acquire, we believe that the flexibility to do so provides us an advantage in seeking future acquisitions.

Business and Growth Strategies

We intend to establish our company as a preeminent REIT, creating long term total returns for our shareholders through the payment of consistent cash dividends and the growth of our cash flow and asset base. The strategies we intend to execute to achieve this goal include:

Producing stable income with an internal growth profile.

We initially expect to derive our revenues from long-term contractual cash flows pursuant to our Lease Agreements, which include a fixed annual rent escalator on the base rent equal to the greater of 2% and the increase in the Consumer Price Index commencing on the second year of the lease with respect to the CPLV Lease Agreement and on the sixth year of the lease with respect to the Non-CPLV Lease Agreement and the

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Joliet Lease Agreement. We expect this escalator to provide the opportunity for stable long-term growth, which will result in the base rent under the Lease Agreements growing from an aggregate of $630.0 million in the first year of the Lease Agreements to an aggregate of approximately $670.0 million in the seventh year of the Lease Agreements. In addition, the Lease Agreements include periodic variable rent resets after year seven and year ten, respectively, based on CEOC’s revenue generated from the facilities at such time, enabling us to benefit from future revenue growth at the properties. See “—Relationship between VICI REIT and CEOC and CEC After the Restructuring—Lease Agreements.”

Pursuing opportunities to acquire properties under option agreements from subsidiaries of CEC.

We will have the opportunity to acquire three properties from CERP and CGP, subsidiaries of CEC, pursuant to the Call Right Agreements we will enter into on the Effective Date. The Call Right Agreements will provide us with a period of five years from the Effective Date to exercise the call rights with respect to the option properties. The properties subject to the Call Right Agreements are:

Accessing similar domestic acquisition opportunities in the future from properties that CEC and/or CEOC may acquire or develop in the future.

On the Effective Date, we will enter into the Right of First Refusal Agreement containing a right of first refusal in our favor, pursuant to which we will have the right to own any domestic gaming facility located outside of the Gaming Enterprise District of Clark County, Nevada, or Greater Las Vegas, proposed to be owned or developed by CEC and/or CEOC or its subsidiaries, subject to certain exclusions. Our right of first refusal will terminate if the Management and Lease Support Agreements, which we will enter into in conjunction with the Lease Agreements have been terminated by us, or with our consent, and CEC (or an affiliate thereof) is otherwise no longer managing the facilities. The Right of First Refusal Agreement will also contain a right of first refusal in favor of CEC and CEOC, pursuant to which CEC and CEOC will have the right to lease and manage any domestic gaming facility located outside of the Gaming Enterprise District of Clark County, Nevada, or Greater Las Vegas, proposed to be owned or developed by us, subject to certain exclusions, including any transaction structured by the seller as a sale-leaseback. We may also enter into transactions with CEC and/or CEOC in addition to the ones covered by the Right of First Refusal Agreement.

Improving existing undeveloped land for future expansion.

Our portfolio includes approximately 55 acres of undeveloped land adjacent to the Strip. This land benefits from its prime location and the limited availability of desirable land in proximity to the Strip. This land provides opportunities for future expansion and development opportunities in the gaming, hospitality and entertainment industries.

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We may actively seek to further diversify our portfolio through acquisitions of gaming, hospitality and entertainment related properties from entities unaffiliated with CEC and through opportunistic acquisitions of non-gaming assets and other attractive triple-net lease opportunities.

In addition to the properties we may acquire from CEC from time to time in the future, we may also actively seek to identify additional gaming, hospitality and entertainment-related properties for potential acquisition from entities unaffiliated with CEC, as well as non-gaming assets and other attractive triple-net lease opportunities. We may choose to selectively grow our portfolio through the acquisition of assets that contribute to our tenant and geographic diversification, that can be leased subject to long-term leases with tenants with established operating histories, and that can provide stable cash flows, consistent with our properties.

Our properties include mixed-use assets with casino, hospitality, retail, dining, entertainment, convention and other components. We may seek opportunities to acquire hospitality and entertainment-related assets, and pursue other attractive triple-net lease acquisitions that may be available in other sectors, and that will complement our portfolio and contribute to our diversification.

We will evaluate potential acquisition opportunities based on customary factors, including sustainability of cash flows, purchase price, expected financial performance, physical features, geographic market, location and opportunity for future value enhancement and will continue to pursue similarly advantageous lease arrangements. See “Risk Factors—Risks Related to Our Business Following the Restructuring—A substantial portion of our cash will be used to satisfy our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U.S. federal income taxes, limiting our ability to pursue our growth strategy” and “—Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.”

Competition

We will compete for real property investments with other REITs, gaming companies, investment companies, private equity and hedge fund investors, sovereign funds, lenders and other investors. In addition, revenues from our properties will be dependent on the ability of our tenants, including CEOC, and operators to compete with other gaming operators. The operators of our properties compete on a local and regional basis for customers. The gaming industry is characterized by a high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of Internet gaming and other forms of gaming in the United States.

As a landlord, we compete in the real estate market with numerous developers and owners of properties. Some of our competitors are significantly larger, have greater financial resources and lower costs of capital than we have, have greater economies of scale and have greater name recognition than we do. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. Our ability to compete is also impacted by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends. See “Risk Factors—Risks Related to Our Business Following the Restructuring—A substantial portion of our cash will be used to satisfy our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U.S. federal income taxes, limiting our ability to pursue our growth strategy” and “—Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.”

Employees

Approximately 140 employees are expected to be employed by us following the Restructuring. These employees will be employed at our Operating Partnership or the TRS or their respective subsidiaries.

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Governmental Regulation and Licensing

The ownership, operation and management of gaming and racing facilities are subject to pervasive regulation. Each of our gaming and racing facilities is subject to regulation under the laws, rules, and regulations of the jurisdiction in which it is located. Gaming laws and regulations generally require gaming industry participants to:

Gaming laws and regulations impact our business in two respects: (1) our ownership of land and buildings in which gaming activities are operated by CEOC (or other tenants) pursuant to the Lease Agreements (or other lease agreements); and (2) the operations of CEOC (or other tenants). Further, many gaming and racing regulatory agencies in the jurisdictions in which CEOC operates require us and our affiliates to apply for and maintain a license as a key business entity or supplier because of our status as landlord.

Our businesses and the business of CEOC (or other tenants) are also subject to various federal, state and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

Violations of Gaming Laws

If we, our subsidiaries or the tenants of our properties violate applicable gaming laws, our gaming licenses could be limited, conditioned, suspended or revoked by gaming authorities, and we and any other persons involved could be subject to substantial fines. Further, a supervisor or conservator can be appointed by gaming authorities to operate our gaming properties, or in some jurisdictions, take title to our gaming assets in the jurisdiction, and under certain circumstances, earnings generated during such appointment could be forfeited to the applicable jurisdictions. Furthermore, violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. As a result, violations by us of applicable gaming laws could have a material adverse effect on our financial condition, prospects and results of operations.

Review and Approval of Transactions

Substantially all material loans, leases, sales of securities and similar financing transactions by us and our subsidiaries must be reported to and in some cases approved by gaming authorities. Neither we nor any of our subsidiaries may make a public offering of securities without the prior approval of certain gaming authorities. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise are subject to receipt of prior approval of gaming authorities. Entities seeking to acquire control of us or one of our subsidiaries must satisfy gaming authorities with respect to a variety of stringent standards prior to assuming control.

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Insurance

The Lease Agreements will require the tenants to maintain, with financially sound and reputable insurance companies (and in certain cases subject to the right of the tenants to self-insure), insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations. The Lease Agreements will provide that the amount and type of insurance that CEOC has in effect as of the Effective Date will satisfy for all purposes the requirements to insure the properties. However, such insurance coverage may not be sufficient to fully cover our losses.

Environmental Matters

Our properties will be subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, including medical wastes. Certain of the properties we will own utilize above or underground storage tanks to store heating oil for use at the properties. Other properties were built during the time that asbestos-containing building materials were routinely installed in residential and commercial structures. The Lease Agreements obligate our tenants to comply with applicable environmental laws and to indemnify us if its noncompliance results in losses or claims against us, and we expect that any future leases will include the same provisions for other operators. A tenant’s failure to comply could result in fines and penalties or the requirement to undertake corrective actions which may result in significant costs to the operator and thus adversely affect their ability to meet their obligations to us.

Pursuant to U.S. federal, state and local environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property. Further, under certain circumstances, such owners or operators of real property may be held liable for property damage, personal injury and/or natural resource damage resulting from or arising in connection with such releases. Certain of these laws have been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. We also may be liable under certain of these laws for damage that occurred prior to our ownership of a property or at a site where we sent wastes for disposal. The failure to properly remediate a property may also adversely affect our ability to lease, sell or rent the property or to borrow funds using the property as collateral.

In connection with the ownership of our current properties and any properties that we may acquire in the future, we could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property. We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties.

Relationship Between VICI REIT and CEOC and CEC After the Restructuring

As of the Effective Date, we will be independent from CEOC and CEC. Although we will lease all our gaming facilities to CEOC and/or subsidiaries of CEOC, we anticipate diversifying our portfolio over time.

To govern the ongoing relationship between us and CEOC and our respective subsidiaries, we and CEOC will enter into various agreements on or prior to completion of the Restructuring as described herein. The summaries presented below are not complete and are qualified in their entirety by reference to the full text of the applicable agreements, which are included as exhibits to this registration statement.

Lease Agreements

We will enter into three lease agreements with CEOC and/or its subsidiaries that will govern the lease of the facilities of CPLV, the lease of our regional properties (other than the Joliet facilities) and the lease of the Joliet facilities.

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The payment obligations of CEOC under the Lease Agreements will be guaranteed by CEC under the Management and Lease Support Agreements.

Term

Each Lease Agreement will have an initial 15 year term with four five-year renewal terms exercisable at the option of the respective tenant; provided that the respective tenant shall not have the right to exercise a renewal term with respect to any particular property to the extent the term (including the initial term plus all prior and current renewal terms) would exceed 80% of such property’s remaining useful life (measured as of the effective date of the Lease Agreement). Other than upon mutual agreement, or in limited circumstances in the case of certain casualty or condemnation events, CEOC and/or its subsidiaries will not have a right to terminate the Lease Agreements. We will only have the right to terminate the Lease Agreements during an event of default.

Rent

CPLV Lease Agreement . The base rent for the first seven years of the lease term will be $165.0 million per year, subject to an annual escalator equal to the greater of 2% and the Consumer Price Index increase commencing on the second year of the lease term. From and after the commencement of the eighth year of the lease term until the expiration of the lease term, rent for each lease year will be (i) base rent equal to 80% of the rent for the seventh year of the lease term, subject to the annual escalator, plus (ii) (a) from the eighth to the eleventh year of the lease term, variable rent equal to 20% of the rent for the seventh year of the lease term, with such variable rent amount increased or decreased, as applicable, by 13.0% of the difference in revenue from the operations of the facilities subject to the CPLV Lease Agreement (the “CPLV facilities”) from the year prior to the first year of the lease term to the seventh year of the lease term (such resulting amount being referred to herein as “CPLV Initial Variable Rent”) and (b) from and after the commencement of the eleventh year of the lease term, variable rent equal to the CPLV Initial Variable Rent, with such variable rent amount increased or decreased, as applicable, by 13.0% of the difference in revenue from the CPLV facilities from the seventh year of the lease term to the tenth year of the lease term.

For each renewal term after the initial 15 year term, rent will be (i) base rent equal to fair market value rent and in no event less than the prior year’s base rent nor greater than 110% of the prior year’s base rent, subject thereafter to the annual escalator, and (ii) variable rent equal to the variable rent in effect for the prior year, with such variable rent increased or decreased, as applicable, by 13.0% of the difference in revenue of the CPLV facilities from the tenth year of the lease term to the fifteenth year of the lease term (with respect to the first renewal period) or from the year prior to the first year of the immediately preceding renewal term to the last year of the immediately preceding renewal term (with respect to the subsequent renewal terms). The CPLV Lease Agreement will contain a mechanism by which the fair market value adjustment to base rent (for the fair market rent valuation as of the date of commencement of each applicable renewal term) will generally be determined at least 12 months prior to the commencement of the applicable renewal term.

Non-CPLV Lease Agreement . The base rent for the first seven years of the lease term will be $433.3 million per year, subject to the annual escalator equal to the greater of 2% and the Consumer Price Index increase commencing on the sixth year of the lease term.

From and after the eighth year of the lease term through the tenth year of the lease term, rent for each lease year will be (i) base rent equal to 70% of the rent for the seventh year of the lease term, subject to the annual escalator, plus (ii) variable rent equal to 30% of the rent for the seventh year of the lease term, with such variable rent increased or decreased, as applicable, by 19.5% of the difference in revenue from the operations of the facilities leased to CEOC, other than the CPLV facilities and the Joliet facilities, from the year prior to the first year of the lease term to the seventh year of the lease term.

From and after the commencement of the eleventh year of the lease term until the expiration of the lease term, rent will be (i) base rent equal to 80% of the rent for the tenth year of the lease term, subject to the annual

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escalator, plus (ii) variable rent equal to 20% of the rent for the tenth year of the lease term, with such variable rent increased or decreased, as applicable, by 13.0% of the difference in revenue from the operations of the facilities leased to CEOC, other than the CPLV facilities and the Joliet facilities, from the seventh year of the lease term to the tenth year of the lease term.

For each renewal term after the initial 15 year term, rent will be (i) base rent equal to fair market value rent and in no event less than the prior year’s base rent nor greater than 110% of the prior year’s base rent, subject thereafter to the annual escalator, and (ii) variable rent equal to variable rent in effect for the prior year, with such variable rent increased or decreased, as applicable, by 13.0% of the difference in revenue of the facilities leased to CEOC, other than the CPLV facilities and the Joliet facilities, from the tenth year of the lease term to the fifteenth year of the lease term (with respect to the first renewal term) or from the year prior to the first year of the immediately preceding renewal term to the last year of the immediately preceding renewal term (with respect to subsequent renewal terms). The Non-CPLV Lease Agreement will contain a mechanism by which the fair market value adjustment to base rent (for the fair market rent valuation as of the date of commencement of each applicable renewal term) will be determined at least 12 months prior to the commencement of the applicable renewal term.

Joliet Lease Agreement . The Joliet facilities will be owned by Harrah’s Joliet LandCo LLC, a joint venture of which we will be the 80% owner and the managing member. We will be entitled to receive 80% of the rent generated by the Joliet facilities and the other member will receive the remaining 20%.

The base rent for the first seven years of the lease term will be $39.6 million per year, subject to the annual escalator equal to the greater of 2% and the Consumer Price Index increase commencing on the sixth year of the lease term.

From and after the eighth year of the lease term through the tenth year of the lease term, rent for each lease year will be (i) base rent equal to 70% of the rent for the seventh year of the lease term, subject to the annual escalator, plus (ii) variable rent equal to 30% of the rent for the seventh year of the lease term, with such variable rent increased or decreased, as applicable, by 19.5% of the difference in revenue from the operations of the Joliet facilities from the year prior to the first year of the lease term to the seventh year of the lease term. From and after the commencement of the eleventh year of the lease term until the expiration of the initial lease term, rent will be (i) base rent equal to 80% of the rent for the tenth year of the lease term, subject to the annual escalator, plus (ii) variable rent equal to 20% of the rent for the tenth year of the lease term, with such variable rent increased or decreased, as applicable, by 13.0% of the difference in revenue from the operations of the Joliet facility from the seventh year of the lease term to the tenth year of the lease term. For each renewal term after the initial 15 year term, rent will be (i) base rent equal to fair market value rent and in no event less than the prior year’s base rent nor greater than 110% of the prior year’s base rent, subject thereafter to the annual escalator, and (ii) variable rent equal to the variable rent in effect for the prior year, with such variable rent increased or decreased, as applicable, by 13.0% of the difference in revenue of the Joliet facility from the tenth year of the lease term to the fifteenth year of the lease term (with respect to the first renewal term) or from the year prior to the first year of the immediately preceding renewal term to the last year of the immediately preceding renewal term (with respect to subsequent renewal terms). The Joliet Lease Agreement will contain a mechanism by which the fair market value adjustment to base rent (for the fair market rent valuation as of the date of commencement of each applicable renewal term) will be determined at least 12 months prior to the commencement of the applicable renewal term.

For U.S. federal income tax purposes, the Code provides that the amount of rent which accrues during any taxable year (and the amount of rent which is therefore deductible to the lessee and included in taxable income to the lessor) shall be made by allocating rents in accordance with the lease agreement. Applicable guidance permits a lessor and lessee to agree to a rent allocation schedule for these purposes that differs from the rent payment schedule under a lease, including a rent allocation schedule that provides for a rent holiday of up to three months and for increasing or decreasing rent generally within specified parameters. Each of the CPLV Lease Agreement,

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the Non-CPLV Lease Agreement and the Joliet Lease Agreement will include a rent allocation schedule for U.S. federal income tax purposes for the initial 15 year term that differs from the rent payment schedule under the applicable lease which will generally result in the amount of taxable income to VICI REIT for each taxable year differing from the amount of rent received by VICI REIT during such year.

Triple Net Lease, Capital Expenditures, Material Alterations

Each of the Lease Agreements will be structured as triple-net, with CEOC responsible for the taxes, insurance, maintenance and repair of the facilities. CEOC will pay all rent absolutely net to us, without abatement, and unaffected by any circumstance (except in certain cases of casualty and condemnation).

In addition to CEOC’s responsibility to pay taxes, insurance and maintenance and repair expenses, in each calendar year, CEOC must satisfy both of the following requirements (A) expend a minimum of $100.0 million in capital expenditures on a collective basis across CEOC’s assets, including the properties leased from us, which amount may be decreased under certain circumstances, such as removal of property from a Lease Agreement due to casualty or condemnation or disposition of a material property, by an amount in proportion to the EBITDAR of the property being removed or disposed of, with no more than $25.0 million incurred with respect to any services entity nor more than $10.0 million incurred in certain CEOC properties listed in the Lease Agreements, and (B) for each of the properties covered by the Lease Agreements, expend an amount equal to at least 1% of actual revenue (from the prior year) generated by the properties, as applicable, on capital expenditures that constitute installation or restoration and repair or other improvements of items with respect to the leased properties.

In addition, every period of three calendar years, CEOC must satisfy both of the following requirements: (A) expend a minimum of $495.0 million in capital expenditures across CEOC’s assets, including the properties leased from us, with no more than $75.0 million incurred with respect to any services entity nor more than $30.0 million incurred in certain CEOC properties listed in the Lease Agreements, and (B) expend a minimum of $350.0 million in capital expenditures across CEOC’s assets, including the properties leased from us and excluding capital expenditures for any services entity, foreign subsidiaries and unrestricted subsidiaries of CEOC, gaming equipment, corporate shared services and properties not included in the Lease Agreements. These amounts, in each case, may be decreased under the same circumstances with respect to the annual requirement. Further, with respect to the requirement to expend a minimum of $350.0 million in capital expenditures, such capital expenditures will be allocated as follows: (i) $84.0 million to the facilities covered by the CPLV Lease Agreement; (ii) $255.0 million to the facilities covered by the Non-CPLV Lease Agreement and the Joliet Lease Agreement; and (iii) the balance to facilities covered by any Lease Agreement in such proportion as CEOC may elect.

In addition to customary default remedies, if CEOC does not spend the full amount of the minimum capital expenditures as required under the applicable lease, we have the right to seek the remedy of specific performance to require CEOC to spend any such unspent amount. CEOC’s obligations to spend the minimum capital expenditures will constitute monetary obligations included in CEC’s obligations as guarantor with respect to the Lease Agreements.

CEOC will be permitted to make any alterations and improvements, including materially altering a facility, expanding a facility or developing the undeveloped land leased pursuant to the leases, except that (i) CEOC will be required to obtain our consent (not to be unreasonably withheld) for any alterations with a budgeted cost in excess of $70 million and (ii) CEOC is required to obtain our consent (not to be unreasonably withheld, but subject to a reasonable economic arrangement benefitting us) to develop certain vacant land in Las Vegas, Nevada. CEOC will not be required to obtain our consent to construct a new tower at the CPLV facility, as long as CEOC satisfies all applicable conditions thereto set forth in the document governing the CPLV CMBS Debt. In addition, where the cost of the alteration exceeds $50.0 million (such activity, a “Material Alteration”), we will have the right (except if CEOC is financing the same with cash) to offer to provide financing for such

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Material Alteration. If we decline to provide financing, or CEOC rejects our financing proposal, subject to certain conditions, CEOC may use existing available financing or seek outside financing. In such event, following expiration of the term of the lease, we will have the option to reimburse CEOC for such Material Alteration for fair market value. If we do not elect to reimburse CEOC for such Material Alteration, CEOC will, at its option, either remove the Material Alteration from the leased property and restore the leased property to the condition existing prior to such Material Alteration being constructed at CEOC’s own cost and expense prior to expiration or earlier termination of the term of the lease, or leave the Material Alteration at the leased property at the expiration or earlier termination of the term of the lease, at no cost to us. If we elect to reimburse CEOC for the Material Alteration, any amount due to CEOC for the purchase will be credited against any amounts owed by CEOC to us under the applicable lease. In certain instances (including, for example, if the applicable lease is terminated due to CEOC’s default), such Material Alterations not funded by us nevertheless will revert to us at no cost to us.

Assignment

Under the Lease Agreements, the tenant will not have the right to assign any portion of the leases. However, certain assignments will be permitted, including an assignment of an entire lease to a permitted lender for collateral purposes or upon foreclosure to a lender or subsequent purchaser, an assignment to an affiliate of the tenant, to CEC or an affiliate of CEC, and, subject to certain conditions, any sublease of any portion of the premises, pursuant to a bona-fide third party transaction. In addition, certain transfers of direct and indirect interests in the tenant will be permitted.

Other Terms

The Lease Agreements will contain various terms and conditions related to subleasing of properties, insurance, casualty and condemnation, and other customary matters. See “—Insurance” for more information relating to insurance provisions in the Lease Agreements. The Lease Agreements will also include events of default, including certain events of cross default between the Lease Agreements except that a default under the Non-CPLV Lease Agreement or Joliet Lease Agreement will not cause a default under the CPLV Lease Agreement. Among other remedies, we have the right to terminate the Lease Agreements during an event of default. The Lease Agreements also require CEOC, in the event of a termination of the agreements, to provide certain transition services to us in respect of the properties subject to the agreements for a limited time following such event.

Management and Lease Support Agreements

We will enter into a separate Management and Lease Support Agreement in connection with each Lease Agreement with CEC or a wholly-owned subsidiary of CEC serving as managers (collectively, the “Managers”). Pursuant to the Management and Lease Support Agreements, CEC will guarantee CEOC’s payment obligations under the Lease Agreements and the Golf Course Use Agreement.

Term

The Management and Lease Support Agreements will commence on the same date as the Lease Agreements. The Management and Lease Support Agreement will terminate with respect to a specific property, if such property is no longer subject to the applicable Lease Agreement. With respect to each Lease Agreement, the respective Management and Lease Support Agreement will terminate upon the earlier of (i) the date that none of the facilities covered by such Lease Agreement are subject to such lease, (ii) the date that we, CEC, the Manager and CEOC terminate the respective Management and Lease Support Agreement, (iii) the foreclosure of the leased facilities covered by such Lease Agreement where the foreclosing party elects to terminate the Management and Lease Support Agreement and (iv) the termination of the respective Lease Agreement by us as a result of certain defaults thereunder.

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A termination of any or all of the Management and Lease Support Agreements by CEOC or the Managers (including in the case of a rejection in bankruptcy) will not, subject to certain exceptions described below, result in the termination of CEC’s guaranty obligations under any or all of the Management and Lease Support Agreements.

Operations and Management

Under the Management and Lease Support Agreements, the Managers will manage and operate the leased facilities. The Managers will manage the facilities in their reasonable business judgment, on terms set forth in the Management and Lease Support Agreements and, in any event will manage (x) each facility under the Non-CPLV Lease Agreements and the Joliet Lease Agreement (i) at a standard and level of service and quality and on terms and in a manner for all of the facilities under the Non-CPLV Lease Agreements and the Joliet Lease Agreement, taken as a whole, that is not lower than the standard and level of service and quality for all of the facilities under the Non-CPLV Lease Agreements and the Joliet Lease Agreement, taken as a whole, as of the date of commencement of the Management and Lease Support Agreements, and (ii) in accordance in all material respects with the policies and programs in effect as of the date of commencement of the Management and Lease Support Agreements at each of the facilities under the Non-CPLV Lease Agreements and the Joliet Lease Agreement, with certain revisions to such policies and programs from time to time as Manager may implement in a non-discriminatory manner in the Manager’s reasonable business judgment; and (y) the CPLV facilities (i) at a standard and level of service and quality and on terms and in a manner for the CPLV facilities that is not lower than the standard and level of service and quality for the CPLV facilities as of the date of commencement of the Management and Lease Support Agreements, and (ii) in accordance in all material respects with the policies and programs in effect as of the of the date of commencement of the Management and Lease Support Agreements at the CPLV facilities with certain revisions to such policies and programs from time to time as Manager may implement in a non-discriminatory manner in the Manager’s reasonable business judgment.

All direct expenses for operating the facilities will be reimbursed by CEOC and/or its subsidiaries (including, without limitation, fees and expenses allocated to the Managers and/or CEOC for the facilities under arrangements with Caesars Enterprise Services, LLC (“CES”)). The Managers will enter into separate shared services arrangements with CES (and, if necessary, any other applicable affiliates) for access to shared services (including without limitation use of the Total Rewards ^® customer loyalty program) for the benefit of the facilities so that the facilities can be operated, promoted and marketed consistent with, and on no less favorable terms and conditions agreed to with, any other facilities directly or indirectly owned, operated or managed by CEC (or CEC’s affiliates).

The Managers may delegate duties under the Management and Lease Support Agreements to one or more affiliates on customary terms so long as neither us nor CEOC is prejudiced thereby.

CEC Guaranty

Pursuant to the Management and Lease Support Agreements, CEC will guaranty the payment and performance of all monetary obligations of CEOC and/or its subsidiaries under the Lease Agreements, subject to the following terms: (i) CEC will be liable for the full amounts of the monetary obligations owed by CEOC and/or its subsidiaries in respect of the leases (not merely for any deficiency amount), unless and until irrevocably paid in full; (ii) CEC will have no obligation to make a payment with respect to the leases unless an event of default is continuing under the Lease Agreements; (iii) if an event of default under a Lease Agreement occurs, CEC will have no obligation to make a payment (other than payments in respect of such damages to which we are entitled due to such termination pursuant to the Lease Agreements and enforcement costs), unless CEC was given notice of the applicable default (or event or circumstance that is or would become a default) of CEOC and/or its subsidiaries under the CPLV Lease Agreement or the Non-CPLV Lease Agreement, as applicable, and did not cure such default as set forth in the agreements; (iv) CEC’s and the Managers’ obligations with respect to each Management and Lease Support Agreement (including, without limitation, CEC’s guaranty obligations with

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respect to a Lease Agreement) will terminate in the event the applicable Lease Agreement is terminated by us expressly in writing (or with our express written consent), except to the extent of any accrued and unpaid guaranty obligations through the date of such termination and such damages to which we are entitled due to such termination pursuant to the Lease Agreements; and (v) CEC’s obligations with respect to each Management and Lease Support Agreement (including, without limitation, CEC’s guaranty obligations with respect to a Lease Agreement) will also terminate in the event (x) the Management and Lease Support Agreement is terminated by us, CEOC and/or its subsidiaries, the Manager and CEC expressly in writing (or the parties’ express written consent), (y) a replacement Lease Agreement and Management and Lease Support Agreement are entered into by us, CEC and/or its affiliates upon certain bankruptcy-related events (or if we elect in writing not to enter into such replacement agreements or such replacement agreements are not entered into as a direct and proximate result of our acts or failure to act in accordance with the Management and Lease Support Agreement provisions in respect of replacing such agreements) and (z) we terminate a Manager for cause (as defined in the Management and Lease Support Agreements) and an arbitrator appointed in accordance with the Management and Lease Support Agreements determines that cause did not exist); provided, however, that notwithstanding any of the foregoing, CEC’s guaranty obligations will continue (i) to the extent of any accrued and unpaid guaranty obligations through the date of such termination and such damages to which we are entitled due to such termination pursuant to the Lease Agreements and enforcement costs, (ii) to cover any post-termination management transition period during which Manager continues to act as manager and (iii) in all respects if the Managers are terminated for cause (as defined in the Management and Lease Support Agreements). Except as provided above, CEC’s guaranty obligations under the Management and Lease Support Agreements will not terminate for any reason.

Collateral

In the event that CEOC’s first lien debt is (i) guaranteed by CEC and such guaranty is secured by CEC’s or certain of its subsidiaries’ assets, or (ii) secured by CEC’s or certain of its subsidiaries’ assets, the collateral securing any such first lien debt of CEOC shall also secure CEC’s guaranty obligations pursuant to the Management and Lease Support Agreements on a pari passu basis with such CEOC first lien debt under the security agreement and any other related instruments securing CEOC’s first lien debt or the CEC guaranty in respect of CEOC’s first lien debt (or any CEC guaranty in respect of any refinancing thereof) in order to provide a security interest in all collateral thereunder to secure CEC’s obligations under the Management and Lease Support Agreements. Such security interest will automatically be released upon the earlier to occur of (i) the termination of the security interest granted by CEC or its subsidiaries securing CEOC’s first lien debt (or CEC’s guaranty thereof) and (ii) (x) the date on which CEC’s guaranty obligations under the Management and Lease Support Agreement have been irrevocably paid or (y) to the extent CEC’s guaranty obligation under the Management and Lease Support Agreement is terminated by the express terms of the Management and Lease Support Agreement, twelve months after such termination. Such security interest would be a “silent” security interest that provides us with a secured claim against CEC while any such CEC debt guaranty or pledge of assets remains in effect, but we will have no voting, enforcement or default related rights with respect to such debt guaranty or collateral, unless and until the earlier of (x) the occurrence of a default in respect of any of CEC’s guaranty obligations with respect to the Lease Agreements, or (y) the occurrence of an event of default that would cause the holders of CEOC’s first lien debt to take enforcement action in respect of the security interest in CEC’s or its subsidiaries’ assets, in which case we would have all rights afforded to a secured creditor with respect such assets of CEC and its subsidiary, including all rights available to holders of CEOC’s first lien. We would be a party to such security agreement and all related instruments that provide for such rights. The collateral that secures CEC’s guaranty obligations will be the same collateral that secures any such CEC debt guaranty obligations at any time, and CEC’s guaranty obligations will be secured by such collateral on a pari passu basis with such CEC debt guaranty obligations for so long as and at any time that such debt guaranty obligations are secured. CEC will cause the parties benefitting from any security interest in CEC’s or certain of its subsidiaries’ assets to enter into an intercreditor agreement containing, among other things, provisions governing the pari passu coverage of such collateral provisions and the “waterfall” by which any proceeds of, or collections on, the collateral will be distributed as between CEOC’s first lien debt and the lease guaranty obligations.

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CEC Covenants

The Management and Lease Support Agreements will contain customary terms and waivers of all suretyship and other defenses by CEC and will include a covenant by CEC requiring that (a) a sale of certain material assets by CEC be for fair market value consideration, on arm’s-length terms, and (b) non-cash dividends by CEC be permitted only to the extent such dividends would not reasonably be expected to result in CEC’s inability to perform its guaranty obligations under the Management and Lease Support Agreements.

In addition, for a period of six years, or, if earlier, (x) on the date on which CEC’s guaranty obligations under the Management and Lease Support Agreement have been irrevocably paid or (y) to the extent CEC’s guaranty obligation under the Management and Lease Support Agreement is terminated by the express terms of the Management and Lease Support Agreement, twelve months after such termination, CEC may not directly or indirectly (i) declare or pay, or cause to be declared or paid, any dividend, distribution, any other direct or indirect payment or transfer (in each case, in cash, stock, other property, a combination thereof or otherwise) with respect to any of CEC’s capital stock or other equity interests, (ii) purchase or otherwise acquire or retire for value any of CEC’s capital stock or other equity interests, or (iii) engage in any other transaction with any direct or indirect holder of CEC’s capital stock or other equity interests, which is similar in purpose or effect to those described above. However, CEC will be permitted to execute such transactions if (a) CEC’s equity market capitalization after giving pro forma effect to such dividend, distribution, or other transaction is at least $5.5 billion, (b) the amount of such dividend, distribution, or other transaction (together with any and all other such dividends and distributions and other transactions made under this clause (b) but excluding, any dividends, distributions or other transactions to be made under clause (c) below in such fiscal year), does not exceed, in the aggregate, (x) 25% of the net proceeds, up to a cap of $25 million in any fiscal year, from the disposition of assets by CEC and its subsidiaries, or (y) $100 million from other sources in any fiscal year, or (c) CEC’s equity market capitalization after giving pro forma effect to such dividend, distribution, or other transaction is at least $4.5 billion and such dividend, distribution or other transaction made under this clause (c) (excluding, any dividends, distributions or other transactions made under clause (b) above in such fiscal year) is less than or equal to $125 million per annum and is funded solely by asset sale proceeds. Similarly, for a period of six years, or, if earlier, (x) on the date on which CEC’s guaranty obligations under the Management and Lease Support Agreement have been irrevocably paid or (y) to the extent CEC’s guaranty obligation under the Management and Lease Support Agreement is terminated by the express terms of the Management and Lease Support Agreement, twelve months after such termination, except in the case of the exceptions set forth under (a) and (c) above, any net proceeds from the disposition of assets by CEC or its subsidiaries in excess of $25 million that are directly or indirectly distributed to, or otherwise received by, CEC in any fiscal year will not be used to fund any restricted payment of CEC described above in clauses (i) through (iii) above.

Right of First Refusal Agreement

The Right of First Refusal Agreement contains a right of first refusal in our favor, pursuant to which we have the right to own (and cause to be leased to, and managed by, CEC (or its affiliate or affiliates)) any domestic gaming facility located outside of the Gaming Enterprise District of Clark County, Nevada, or Greater Las Vegas, proposed to be owned or developed by CEC (and/or its subsidiaries) that is not: (i) then subject to a pre-existing lease, management agreement or other contractual restriction that was not entered into in contemplation of such acquisition or development and which (x) was entered into on arms’-length terms and (y) would not be terminated upon or prior to such transaction, (ii) a transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received), (iii) any transaction that does not consist of owning or acquiring a fee or leasehold interest in real property, (iv) a transaction in which CEC and/or its subsidiaries will not own at least 50% of, or control, the entity that will own the gaming facility, (v) a transaction in which one or more third parties will own or acquire, in the aggregate, a beneficial economic interest of at least 30% in the applicable gaming facility, and such third parties are unable, or make a bona fide, good faith refusal, to enter into the opco/propco structure, (vi) a transaction in which CEC or its subsidiaries proposes to acquire a then-existing gaming facility from CEC or its subsidiaries, and (vii) a transaction with respect to any asset remaining in CEOC and not being transferred to us

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in accordance with the terms of the Plan of Reorganization. If we decline to exercise our right of first refusal, the Lease Agreements will provide for the establishment of a variable rent floor applicable to any non-CPLV facility with respect to which the new facility is located within a 30-mile radius of such non-CPLV facility and outside of the Gaming Enterprise District of Clark County, Nevada. If we exercise such right, we and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by us and leased to CEC (or its designee). In such event, CEC (or its designee) will enter into a lease with respect to the additional property whereby (i) rent thereunder will be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease Agreement then in effect and (ii) such other terms as are agreed by the parties.

The Right of First Refusal Agreement also contains a right of first refusal in favor of CEC, pursuant to which CEC will have the right to lease and manage any domestic gaming facility located outside of the Gaming Enterprise District of Clark County, Nevada, or Greater Las Vegas, proposed to be owned or developed by us that is not: (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that was not entered into in contemplation of such acquisition or development and which (x) was entered into on arms’ length terms and (y) would not be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which we and/or our affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which we or our affiliates propose to acquire a then-existing gaming facility from ourselves or our affiliates. If CEC (or its designee) exercises such right, we and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by us and leased to CEC (or its designee). In such event, CEC (or its designee) will enter into a lease with respect to the additional property whereby (i) rent thereunder will be established based on formulas consistent with the adjusted EBITDA coverage ratio (as set forth in the Right of First Refusal Agreement) with respect to the lease then in effect and (ii) such other terms as are agreed by the parties.

In the event that the foregoing rights are not exercised by us or CEC and CEOC, as applicable, each party will have the right to consummate the subject transaction without the other’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to us or CEC and CEOC, as applicable, for consummating such transaction.

The rights of first refusal will not apply if (A) the Management and Lease Support Agreements have been terminated or have expired by their terms or with our consent, (B) CEC (or a subsidiary thereof) is no longer managing the facilities, or (C) a change of control occurs with respect to either CEC or us.

Call Right Agreements

The Call Right Agreements provide us with the opportunity to acquire Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin from CERP or CGP, as applicable. We can exercise the call rights within five years from the Effective Date by delivering a request to the applicable owner of the property containing evidence of our ability to finance the call right.

Upon such election, if the owner of the property determines that (i) the sale of the property would not be permitted under a debt agreement under which at least $100.0 million of indebtedness (individually or in the aggregate) is outstanding, (ii) the consummation of the call right would not be approved by the applicable gaming authorities or (iii) the property is not for any other reason deliverable to us, the owner may propose one or more replacement properties and the material terms of the purchase and if such proposal is at least as economically beneficial to us as the exercise of the call right, the parties must proceed with the sale of that property.

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If the exercise of the call right is not permissible because a debt agreement does not permit the sale and such limitation is not resolved within one year from exercise of the right and the owner has not made an alternative proposal, or has made an alternative proposal that is not at least as economically beneficial to us as the exercise of the call right, the owner must pay us an amount equal to the value of our loss, which, as of the Effective Date, will be equal to $114.0 million, $84.0 million and $62.0 million for Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin, respectively. These amounts will increase at a rate of 8.5% per annum, with annual compounding for the period from the date of each agreement until the date on which payment of the value loss amount is made.

If the exercise of the call right is not permissible due to a reason other than because of a debt limitation (including that the sale was not approved by the gaming authorities or the failure to obtain the consent of a landlord) and the owner has not made an alternative proposal, or has made an alternative proposal that is not at least as economically beneficial to us as the exercise of the call right, then the parties must use commercially reasonable efforts to resolve the issue until the earlier of (A) one year from the date of the exercise of the call right or (B) the date on which the parties determine that there is no reasonable chance that the issue will be resolved. If the applicable issue making the transaction impermissible is not resolved by the foregoing described deadline, the owner must use commercially reasonable efforts to sell the property to an alternative purchaser for the fair market value of the property. Upon the closing of any such alternative transaction, the net cash proceeds of the sale of the property will be allocated (i) first, to owner in an amount not to exceed the purchase price that would otherwise be determined in accordance with the applicable Call Right Agreement and (ii) any excess of such amount, to us (subject to any necessary approvals from applicable gaming authorities required for owner to pay, and us to receive, such funds).

If the exercise of the call right is permissible, the parties will use good faith, commercially reasonable efforts, for a period of ninety days following the delivery of the election notice to negotiate and enter into a sale agreement and conveyance and ancillary documents with respect to the applicable property together with a leaseback agreement.

Golf Course Use Agreement

The Golf Course Use Agreement will address the TRS’ grant to CEOC and CES (collectively, the “users”) of certain priority rights and privileges with respect to access and use of the following golf course properties: Rio Secco (Henderson, Nevada), Cascata (Boulder City, Nevada), Chariot Run (Laconia, Indiana) and Grand Bear (Saucier, Mississippi). Pursuant to the Golf Course Use Agreement, the users will be granted specific rights and privileges to the golf courses, including (i) preferred access to tee times for guests of users’ casinos and/or hotels located within the same markets as the golf courses, (ii) preferred rates for guests of users’ casinos and/or hotels located within the same markets as the golf courses, and (iii) availability for golf tournaments and events at preferred rates and discounts. In addition, the TRS will be required to reserve a certain number of tee times for users’ guests on any and all dates as well as make commercially reasonable efforts to place users’ guests once the aforementioned reserved tee times have been utilized and at all other times when tee time inventory is limited. Pursuant to the Golf Course Use Agreement, the users will be required to use commercially reasonable efforts to refer to the TRS a minimum number of complimentary golf rounds per month at each of the golf courses. Payments under the Golf Course Use Agreement will be comprised of a $10.0 million annual membership fee, use fees and minimum rounds fees. Beginning in the sixth year of the term of the Golf Course Use Agreement, the membership fee will be subject to an annual escalator equal to the greater of 2% and the increase in the Consumer Price Index from the prior year. The use fees and minimum round fees will be subject to the same annual escalator beginning in the second year of the term of the Golf Course Use Agreement.

Tax Matters Agreement

The Tax Matters Agreement will address matters relating to the payment of taxes and entitlement to tax refunds by CEC, CEOC, the Operating Partnership and us, and will allocate certain liabilities, including providing for certain covenants and indemnities, relating to the payment of such taxes, receipt of such refunds,

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and preparation of tax returns relating thereto. In general, the Tax Matters Agreement will provide for the preparation and filing by CEC of tax returns relating to CEOC and for the preparation and filing by us of tax returns relating to us and our operations. To the extent that any matters contained in any tax return prepared by CEC relate to our taxes, we will have the right to review and comment on such items and, similarly, to the extent that any matters contained in any tax return prepared by us relate to CEOC’s taxes, CEC will have the right to review and comment on such items. Under the Tax Matters Agreement, CEC will indemnify us for any taxes allocated to CEOC which we are required to pay pursuant to our tax returns and we will indemnify CEC for any taxes allocated to us which CEC or CEOC is required to pay pursuant to a CEC or CEOC tax return. We will have the right to participate in the contest of any matters relating to any CEC or CEOC tax return that relate to matters for which we have indemnification responsibilities, and CEC will have the right to participate in the contest of any matters relating to any of our tax returns that relate to matters for which CEC has indemnification responsibilities.

The Tax Matters Agreement will set forth the parties’ intent that certain transactions entered into as part of the Plan of Reorganization will qualify as tax-free under the Code. The Tax Matters Agreement will provide that CEC, CEOC and we will not take certain actions which may be inconsistent with certain facts presented and representations made relating to the foregoing intended tax treatment without obtaining a supplemental ruling from the IRS or, if mutually agreed, an opinion of a nationally recognized law or accounting firm that such actions will not affect the foregoing intended tax treatment. The parties will agree generally not to file tax returns or take any other action (or refrain from taking action) in a manner inconsistent with the foregoing intended tax treatment. Under the Tax Matters Agreement, CEC will indemnify us for taxes attributable to acts or omissions taken by CEC and we will indemnify CEC for taxes attributable to our acts or omissions in each case that cause a failure of the transactions entered into as part of the Plan of Reorganization to qualify for the intended tax treatment described above.

Investment Policies

Investment in Real Estate or Interests in Real Estate

Our investment objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value to allow for stable dividends and stock appreciation. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our properties and our strategic objectives, see “Business” and “Properties.”

Our business is focused primarily on gaming and leisure sector properties and activities directly related thereto. We own 19 market-leading properties and own and operate four golf courses. We believe there are potential opportunities to acquire or develop additional gaming, hospitality and entertainment destinations. Our future investment and development activities will not be limited to any geographic area or to a specific percentage of our assets. We intend to engage in such future investment or development activities in a manner that is consistent with our qualification as a REIT for U.S. federal income tax purposes. We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. In addition, we may purchase or lease income-producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We may participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties. We do not expect, however, to enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, preferred stock or options to purchase stock or interests in our subsidiaries, including our Operating Partnership.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these

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investments. Principal and interest on our debt will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

Investments in Real Estate Mortgages

Although we do not presently intend to invest in mortgages or deeds of trust, other than in a manner that is ancillary to an equity investment, we may elect, in our discretion, to invest in mortgages and other types of real estate interests, including, without limitation, participating or convertible mortgages; provided, in each case, that such investment is consistent with our qualification as a REIT. Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that the collateral securing certain mortgages may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the asset tests and gross income tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities. We do not currently have any policy limiting the types of entities in which we may invest or the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture. We have no current plans to make additional investments in entities that are not engaged in real estate activities. Our investment objectives are to maximize the cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives.

Investment in Other Securities

Other than as described above, we do not intend to invest in any additional securities of third parties, such as bonds, preferred stocks or common stock.

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ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk and uncertainty. You should carefully consider the following risks, as well as the other information contained in this registration statement, before making an investment in our common stock. If any of the following risks actually occur, our business, results of operations, financial condition and cash flows may be adversely affected. This could cause the value of our common stock to decline and you could lose part or all of your investment. The risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that, as of the date of this registration statement, we deem immaterial may also harm our business. Some statements included in this registration statement, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements.”

Risks Related to Our Business Following the Restructuring

We will be dependent on CEOC and CEC for the foreseeable future, and an event that has a material adverse effect on CEOC’s and CEC’s businesses, financial positions, or results of operations could have a material adverse effect on our business, financial position, or results of operations.

Immediately following the Effective Date, CEOC will be the lessee of our properties pursuant to the Lease Agreements and CEC will guarantee CEOC’s obligations under the Lease Agreements. The Lease Agreements will account for a significant majority of our revenues. Additionally, because the Lease Agreements are triple-net leases, we will depend on CEOC to pay all insurance, taxes, utilities, and maintenance and repair expenses in connection with these leased properties and to indemnify, defend, and hold us harmless from and against various claims, litigation, and liabilities arising in connection with our businesses. See “Business—Relationship Between VICI REIT and CEOC and CEC After the Restructuring—Lease Agreements—Triple Net Lease, Capital Expenditures, Material Alterations.” Although CEC will guarantee CEOC’s monetary obligations under the Lease Agreements, there can be no assurance that CEOC and/or CEC will have sufficient assets, income, and access to financing to enable them to satisfy their payment obligations on account of the Lease Agreements. CEOC and CEC rely on the properties they or their subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements and lease payments due to us under the Lease Agreements and CEC’s guarantee. If income from these properties were to decline for any reason, if CEOC’s or CEC’s or their subsidiaries’ debt service requirements were to increase (whether due to an increase in interest rates or otherwise), or if CEC’s subsidiaries were prevented from making distributions to CEC (whether due to restrictions in their lending arrangements or otherwise), CEOC may become unable or unwilling to satisfy its payment obligations under the Lease Agreements and CEC may become unable or unwilling to make payments under its guarantee of the Lease Agreements.

The inability or unwillingness of CEOC and/or CEC to meet their rent obligations and other obligations under the Lease Agreements and the related guarantee could materially adversely affect our business, financial position, or results of operations, including our ability to pay dividends to our stockholders as required to maintain our status as a REIT. For these reasons, if CEOC and/or CEC were to experience a material adverse effect on their gaming businesses, financial positions, or results of operations, our business, financial position, or results of operations could also be materially adversely affected.

In addition, due to our dependence on rental payments from CEOC as a primary source of revenues, we may be limited in our ability to enforce our rights under the Lease Agreements or to terminate the lease with respect to a particular property. Failure by CEOC to comply with the terms of the Lease Agreements or to comply with the gaming regulations to which the leased properties are subject could require us to find another lessee for such leased property and there could be a decrease or cessation of rental payments by CEOC. In such event, we may be unable to locate a suitable lessee at similar rental rates or at all, which would have the effect of reducing our rental revenues.

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We are dependent on the gaming industry and may be susceptible to the risks associated with it, which could materially adversely affect our business, financial position or results of operations.

As the landlord of gaming facilities, we are impacted by the risks associated with the gaming industry. Therefore, so long as our investments are concentrated in gaming-related assets, our success is dependent on the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which we, CEOC, as our tenants’ parent, and our other tenants, have no control. As we are subject to risks inherent in substantial investments in a single industry, a decrease in the gaming business would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio, particularly because a component of the rent under the Lease Agreements will be based, over time, on the performance of the gaming facilities operated by CEOC on our properties.

The gaming industry is characterized by a high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, internet lotteries and other internet wagering gaming services and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities. Gaming competition is intense in most of the markets where our facilities are located. Recently, there has been additional significant competition in the gaming industry as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. As competing properties and new markets are opened our business results may be negatively impacted. Additionally, decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes and increased stock market volatility may negatively impact our revenues and operating cash flows.

A substantial portion of our cash will be used to satisfy our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U.S. federal income taxes, limiting our ability to pursue our growth strategy.

Following the Effective Date, we will have substantial debt service obligations. On a pro forma basis giving effect to the Restructuring, the PropCo Equity Election and the Mandatory Conversions, as of June 30, 2017, we would have had an aggregate of $4,667.0 million of outstanding indebtedness under our Term Loans, our First Lien Notes, Second Lien Notes, the CPLV CMBS Debt and the CPLV Mezzanine Debt. Pursuant to the terms of the agreements governing this indebtedness, we will be required to make annual cash interest payments, which would have totaled approximately $123.7 million and $247.5 million on a pro forma basis for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively.

In addition, the Code generally requires that a REIT distribute annually at least 90% of its REIT taxable income to maintain its status as a REIT and 100% of its REIT taxable income to avoid incurring entity level tax, determined without regard to the deduction for dividends paid and excluding net capital gains. In order to maintain our status as a REIT and avoid current entity level U.S. federal income taxes, a substantial portion of our cash flow after operating expenses and debt service will be required to be distributed.

Because of the limitations on the amount of cash available to us after satisfying our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U.S. federal income taxes, our ability to pursue our growth strategies will be limited.

We face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption.

The ownership, operation, and management of gaming and racing facilities are subject to pervasive regulation. These gaming and racing regulations impact our gaming and racing tenants and persons associated

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with our gaming and racing facilities, which in many jurisdictions include us as the landlord and owner of the real estate. Certain gaming authorities in the jurisdictions in which we hold properties may require us and/or our affiliates to maintain a license as a key business entity or supplier because of our status as landlord. Gaming authorities also retain great discretion to require us to be found suitable as a landlord, and certain of our stockholders, officers and directors may be required to be found suitable as well.

In many jurisdictions, gaming laws can require certain of our shareholders to file an application, be investigated, and qualify or have his, her or its suitability determined by gaming authorities. Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable. Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

Gaming authorities may conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards. If we are required to be found suitable and are found suitable as a landlord, we will be registered as a public company with the gaming authorities and will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a shareholder or to have any other relationship with us, we:

Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5% of a publicly-traded company, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification, licensure or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for passive investment purposes only. Some jurisdictions may also limit the number of gaming licenses in which a person may hold an ownership or a controlling interest.

Further, our directors, officers, key employees and investors in our shares must meet approval standards of certain gaming regulatory authorities. If such gaming regulatory authorities were to find such a person or investor unsuitable, we may be required to sever our relationship with that person or the investor may be required to dispose of his, her or its interest in us. Our charter provides that all of our shares held by investors who are found to be unsuitable by regulatory authorities are subject to redemption upon our receipt of notice of such finding. Gaming regulatory agencies may conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards.

Additionally, substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our subsidiaries must be reported to and in some cases approved by gaming authorities in advance of the transaction. Neither we nor any of our subsidiaries may make a public offering of securities without the prior approval of certain gaming authorities. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise may be subject to receipt of prior approval of certain gaming authorities. Entities seeking to acquire control of us or one of our subsidiaries (and certain of our affiliates) must satisfy gaming authorities with respect to a variety of stringent

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standards prior to assuming control. Failure to satisfy the stringent licensing standards may preclude entities from acquiring control of us or one of our subsidiaries (and certain of our affiliates) and/or require the entities to divest such control.

Required regulatory approvals can delay or prohibit transfers of our gaming properties, which could result in periods in which we are unable to receive rent for such properties.

CEOC (and any future tenants of our gaming properties) will be required to be licensed under applicable law in order to operate any of our gaming properties as gaming facilities. If the Lease Agreements or any future lease agreements we will enter into are terminated (which could be required by a regulatory agency) or expire, any new tenant must be licensed and receive other regulatory approvals to operate the properties as gaming facilities. Any delay in or inability of the new tenant to receive required licenses and other regulatory approvals from the applicable state and county government agencies may prolong the period during which we are unable to collect the applicable rent. Further, in the event that the Lease Agreements or future agreements are terminated or expire and a new tenant is not licensed or fails to receive other regulatory approvals, the properties may not be operated as gaming facilities and we will not be able to collect the applicable rent. Moreover, we may be unable to transfer or sell the affected properties as gaming properties, which would adversely impact our financial condition and results of operation.

CEOC may choose not to renew the Lease Agreements.

The Lease Agreements have an initial lease term of 15 years with the potential to extend the term for four additional five-year terms thereafter, solely at the option of CEOC. At the expiration of the initial lease term or of any additional renewal term thereafter, CEOC may choose not to renew the Lease Agreements. If the Lease Agreements expire without renewal, and we are not able to find suitable tenants to replace CEOC, our results of operations and our ability to maintain previous levels of distributions to stockholders may be adversely affected.

The Lease Agreements may restrict our ability to sell the properties.

Our ability to sell or dispose of our properties may be hindered by the fact that such properties are subject to the Lease Agreements, as the terms of the Lease Agreements require that a purchaser assume the Lease Agreements or enter into a severance lease with CEOC for the sold property on substantially the same terms as contained in the applicable Lease Agreement, which may make our properties less attractive to a potential buyer than alternative properties that may be for sale.

We will have a substantial amount of indebtedness outstanding, which may affect our ability to pay distributions, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.

On a pro forma basis giving effect to the Restructuring, the PropCo Equity Election and the Mandatory Conversions, as of June 30, 2017, we would have had an aggregate of $4,667.0 million of outstanding indebtedness under our Term Loans, our First Lien Notes, Second Lien Notes, the CPLV CMBS Debt and the CPLV Mezzanine Debt. Payments of principal and interest under this indebtedness, or any other instruments governing debt we may incur in the future, may leave us with insufficient cash resources to operate our properties or to pay the distributions currently contemplated or necessary to qualify or maintain qualification as a REIT. Our substantial outstanding indebtedness or future indebtedness, and the limitations imposed on us by our debt agreements, could have other significant adverse consequences, including the following:

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If any one of these events were to occur, our financial condition, results of operations, cash flows, market price of our common stock and ability to satisfy our debt service obligations and to pay distributions to you could be adversely affected. In addition, the foreclosure on our properties could create taxable income without accompanying cash proceeds, which could result in entity level taxes to us or could adversely affect our ability to meet the distribution requirements necessary to qualify as a REIT.

Our ability to refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.

The Term Loans and the First Lien Notes will become due in 2022 and the Second Lien Notes will become due in 2023. Our ability to refinance these indebtedness, and any other of our indebtedness, will depend, in part, on our financial performance and condition and economic, financial, competitive, legislative, regulatory and other factors. Many of these factors are beyond our control. We cannot assure you that we will be able to refinance the Term Loans, the First Lien Notes, the Second Lien Notes, or any of our other indebtedness as it becomes due, on commercially reasonable terms or at all. If we are not able to refinance our indebtedness as it becomes due, we will be obligated to pay such indebtedness with cash from our operations and we may not have sufficient cash to do so.

Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position or results of operations.

The agreements governing our indebtedness are expected to contain customary covenants, including restrictions on our ability to grant liens on our assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations and pay certain dividends and other restricted payments. These covenants could impair our ability to grow our business, take advantage of attractive business opportunities or successfully compete. A breach of any of these covenants or covenants under any other agreements governing our indebtedness could result in an event of default. Cross-default provisions in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements. Upon the occurrence of an event of default under any of our debt agreements, the lenders could elect to declare all outstanding debt under such agreements to be immediately due and payable. If we were unable to repay or refinance the accelerated debt, the lenders could proceed against any assets pledged to secure that debt, including foreclosing on or requiring the sale of our properties, and our assets may not be sufficient to repay such debt in full. Covenants that limit our operational flexibility as well as defaults under our debt instruments could have a material adverse effect on our business, financial position or results of operations.

Our debt service requirements expose us to the possibility of foreclosure, which could result in the loss of our investment in our properties.

On a pro forma basis giving effect to the Restructuring, the PropCo Equity Election and the Mandatory Conversions, as of June 30, 2017, we would have had an aggregate of $4,667.0 million of outstanding

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indebtedness under our Term Loans, our First Lien Notes, Second Lien Notes, the CPLV CMBS Debt and the CPLV Mezzanine Debt. Our indebtedness is collateralized by substantially all of our properties. If we are unable to meet the required debt service payments, the lenders of our indebtedness could foreclose on our properties and we could lose our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that the collateralized properties will be disposed of at a loss.

A rise in interest rates may increase our overall interest rate expense and could adversely affect our stock price.

The senior secured credit facilities and the First Lien Notes are subject to variable interest rates. A rise in interest rates may increase our overall interest rate expense and have an adverse impact on distributions to our stockholders. The risk presented by holding variable-rate indebtedness can be managed or mitigated by utilizing interest rate protection products. However, there is no assurance that we will utilize any of these products or that such products will be available to us. In addition, in the event of a rise in interest rates, we may be unable to replace maturing debt with new debt at equal or better interest rates.

Further, the dividend yield on our common stock, as a percentage of the price of such common stock, will influence the price of such common stock. Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which would adversely affect the market price of our common stock.

We may not be able to purchase the properties subject to the Call Right Agreements if we are unable to obtain additional financing.

The Call Right Agreements provide for our right for up to five years after the Effective Date to enter into binding agreements to purchase the real property interest and all improvements associated with Harrah’s Atlantic City, Harrah’s Laughlin, and/or Harrah’s New Orleans from affiliates of CEOC that currently own such properties. In order to exercise these call rights, we may be required to secure additional financing and our substantial level of indebtedness following the Effective Date or other factors could limit our ability to do so. If we are unable to obtain financing on terms acceptable to us, we may not be able to exercise our call rights and acquire these properties. There can be no assurance that we will be able to exercise our call rights.

Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.

We intend to pursue acquisitions of additional properties and seek acquisitions and other strategic opportunities. Accordingly, we may often be engaged in evaluating potential transactions and other strategic alternatives. In addition, from time to time, we may engage in discussions that may result in one or more transactions. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transaction, we may devote a significant amount of our management resources to such a transaction, which could negatively impact our operations. We may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether the transaction is completed and in combining our operations if such a transaction is completed.

We will operate in a highly competitive industry and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. If we cannot identify and purchase a sufficient quantity of gaming properties and other properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially adversely affected. Additionally, the fact that we must distribute 90% of our net taxable income in order to maintain our qualification as a REIT may

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limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance acquisitions. As a result, if debt or equity financing is not available on acceptable terms, further acquisitions might be limited or curtailed.

Investments in and acquisitions of gaming properties and other properties we might seek to acquire entail risks associated with real estate investments generally, including that the investment’s performance will fail to meet expectations, that the cost estimates for necessary property improvements will prove inaccurate or the operator or manager will underperform. Real estate development projects present other risks, including construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, and the incurrence of significant development costs prior to completion of the project.

Further, even if we were able to acquire additional properties in the future, there is no guarantee that such properties would be able to maintain their historical performance. In addition, our financing of these acquisitions could negatively impact our cash flows and liquidity, require us to incur substantial debt or involve the issuance of substantial new equity, which would be dilutive to existing stockholders. We will have a substantial amount of indebtedness outstanding as of the Effective Date, which may affect our ability to pay distributions, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations. In addition, we cannot assure you that we will be successful in implementing our growth strategy or that any expansion will improve operating results. The failure to identify and acquire new properties effectively, or the failure of any acquired properties to perform as expected, could have a material adverse effect on us and our ability to make distributions to our stockholders.

We may sell or divest different properties or assets after an evaluation of our portfolio of businesses. Such sales or divestitures would affect our costs, revenues, profitability and financial position.

From time to time, we may evaluate our properties and may, as a result, sell or attempt to sell, divest, or spin-off different properties or assets. These sales or divestitures would affect our costs, revenues, profitability, financial position, liquidity and our ability to comply with debt covenants. Divestitures have inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses, and potential post-closing claims for indemnification. In addition, current economic conditions and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts.

Our properties are subject to risks from natural disasters such as earthquakes, hurricanes and severe weather.

Our properties are located in areas that may be subject to natural disasters, such as earthquakes, and extreme weather conditions, including, but not limited to, hurricanes. Such natural disasters or extreme weather conditions may interrupt operations at the casinos, damage our properties, and reduce the number of customers who visit our facilities in such areas. A severe earthquake could damage or destroy our properties. In addition, our operations could be adversely impacted by a drought or other cause of water shortage. A severe drought of extensive duration experienced in Las Vegas or in the other regions in which we expect to operate could adversely affect the business and results of operations at our properties. Although CEOC will be required to maintain both property and business interruption insurance coverage, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption, and we cannot assure you that we or CEOC will be able to fully insure such losses or fully collect, if at all, on claims resulting from such natural disasters. While the Lease Agreements will require, and new lease agreements are expected to require, that comprehensive insurance and hazard insurance be maintained by CEOC, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, that may be uninsurable or not economically insurable. Insurance coverage may not be sufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it infeasible to use insurance proceeds to replace the property

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after such property has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property. If we experience a loss that is uninsured or that exceeds our policy coverage limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties.

In addition, the Lease Agreements will allow CEOC to remove a property from the Non-CPLV Lease Agreement and to terminate the CPLV Lease Agreement during the final two years of the initial lease terms if the cost to rebuild or restore a property in connection with a casualty event exceeds 25% of total property fair market value. Similarly, if a condemnation event occurs that renders a facility unsuitable for its primary intended use, CEOC may remove the property from the Non-CPLV Lease Agreement and may terminate the CPLV Lease Agreement. In addition, if our lenders require the proceeds of a casualty or condemnation with respect to the CPLV facility to be applied to the applicable indebtedness, then, subject to certain conditions, CEOC may have the right to repurchase the CPLV facility. If a property is removed from the Non-CPLV Lease Agreement or if the CPLV Lease Agreement is terminated, we will lose the rent associated with the related facility, which would have a negative impact on our revenues. In this event, following termination of the lease of a property, even if we are able to restore the affected property, we could be limited to selling or leasing such property to a new tenant in order to obtain an alternate source of revenue, which may not happen on comparable terms or at all.

Certain properties are subject to restrictions pursuant to reciprocal easement agreements, operating agreements or similar agreements.

Many of the properties that we own are, and properties that we may acquire in the future may be, subject to use restrictions and/or operational requirements imposed pursuant to ground leases, restrictive covenants or conditions, reciprocal easement agreements or operating agreements (collectively, “Property Restrictions”) that could adversely affect our ability to lease space to third parties. Such Property Restrictions could include, for example, limitations on alterations, changes, expansions, or reconfiguration of properties; limitations on use of properties; limitations affecting parking requirements; or restrictions on exterior or interior signage or facades. In certain cases, consent of the other party or parties to such agreements may be required when altering, reconfiguring, expanding or redeveloping. Failure to secure such consents when necessary may harm our ability to execute leasing strategies, which could adversely affect our business, financial condition or results of operations.

The loss of the services of key personnel could have a material adverse effect on our business.

Our success depends in large part upon the leadership and performance of our executive management team, particularly Edward Pitoniak, our chief executive officer, John Payne, our president and chief operating officer, and Mary Beth Higgins, our chief financial officer. Any unforeseen loss of our executive officers’ services, or any negative market or industry perception with respect to them or arising from their loss, could have a material adverse effect on our businesses. We do not have key man or similar life insurance policies covering members of our senior management. We have employment agreements with our executive officers, but these agreements do not guarantee that any given executive will remain with us, and there can be no assurance that any such officers will remain with us. The appointment of certain key members of our executive management team will be subject to regulatory approvals based upon suitability determinations by gaming regulatory authorities in the jurisdictions where our properties are located. If any of our executive officers is found unsuitable by any such gaming regulatory authorities, or if we otherwise lose their services, we would have to find alternative candidates and may not be able to successfully manage our business or achieve our business objectives.

If we cannot attract, retain and motivate employees, we may be unable to compete effectively and lose the ability to improve and expand our businesses.

Our success and ability to grow depend, in part, on our ability to hire, retain and motivate sufficient numbers of talented people with the increasingly diverse skills needed to serve clients and expand our business.

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We face intense competition for highly qualified, specialized technical, managerial, and consulting personnel. Recruiting, training, retention and benefit costs place significant demands on our resources. Additionally, CEOC’s Chapter 11 proceedings may make recruiting executives to our businesses more difficult. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us.

We may become involved in legal proceedings that, if adversely adjudicated or settled, could have a material adverse effect on our business, financial condition, results of operations, and prospects.

The nature of our business subjects us to the risk of lawsuits related to matters incidental to our business filed by our tenants, customers, employees, competitors, business partners and others. As with all legal proceedings, no assurance can be provided as to the outcome of these matters and in general, legal proceedings can be expensive and time consuming. We may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.

Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.

As an owner of real property, we will be subject to various federal, state and local environmental and health and safety laws and regulations. Although we will not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property from which there has been a release or threatened release of a regulated material as well as other affected properties, regardless of whether we knew of or caused the release. Further, some environmental laws create a lien on a contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination.

Although under the Lease Agreements CEOC will undertake to indemnify us for certain environmental liabilities, including environmental liabilities it causes, the amount of such liabilities could exceed the financial ability of CEOC to indemnify us. In addition, the presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease our properties or to borrow using our properties as collateral.

We may be required to contribute insurance proceeds with respect to casualty events at our properties to the lenders under our debt financing agreements.

In the event that we were to receive insurance proceeds with respect to a casualty event at any of our properties, we may be required under the terms of our debt financing agreements to contribute all or a portion of those proceeds to the repayment of such debt, which may prevent us from restoring such properties to their prior state. If the remainder of the proceeds (after any such required repayment) were insufficient to make the repairs necessary to restore the damaged properties to a condition substantially equivalent to its state immediately prior to the casualty, we may not have sufficient liquidity to otherwise fund these repairs and may be required to obtain additional financing, which could adversely affect our business, financial position or results of operations.

If we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, which could have a material adverse effect on us.

As a reporting company, we will be required to develop and implement substantial control systems, policies and procedures in order to maintain our REIT qualification and satisfy our periodic SEC reporting requirements. We cannot assure you that we will be able to successfully develop and implement these systems, policies and procedures and to operate our company or that any such development and implementation will be effective. Failure to do so could jeopardize our status as a REIT or as a reporting company, and the loss of such statuses

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would materially and adversely affect us. If we fail to develop, implement or maintain proper overall business controls, including as required to support our growth, our results of operations could be harmed or we could fail to meet our reporting obligations. In addition, the existence of a material weakness or significant deficiency could result in errors in our financial statements that could require a restatement, cause us to fail to meet our public company reporting obligations and cause investors to lose confidence in our reported financial information, which could have a material adverse effect on us.

Risk Factors Relating to the Restructuring

After the Restructuring, we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as a stand-alone company primarily focused on owning a portfolio of gaming properties.

We have no historical operations as an independent company and may not have the infrastructure and personnel necessary to operate as a separate company. As a stand-alone entity, we will be subject to, and responsible for, regulatory compliance, including periodic public filings with the SEC and compliance with the listing requirements of the exchange where we list our common stock, if any, and with applicable state gaming rules and regulations, as well as compliance with generally applicable tax and accounting rules. Because our business has not operated as a stand-alone company, we cannot ensure that we will be able to successfully implement the infrastructure or retain the personnel necessary to operate as a stand-alone company or that we will not incur costs in excess of anticipated costs to establish such infrastructure and retain such personnel.

The historical and pro forma financial information included in this registration statement may not be a reliable indicator of future results.

We are a newly organized company with no operating history. Therefore, our growth prospects must be considered in light of the risks, expenses and difficulties frequently encountered when any new business is formed. We cannot assure you that we will be able to successfully operate our business profitably or implement our operating policies and investment strategy as described in this registration statement. Further, we have not historically operated as a REIT, which may place us at a competitive disadvantage that our competitors may exploit. We urge you to carefully consider the information included in this registration statement concerning us in making an investment decision.

The financial statements and the pro forma financial information included herein may not reflect what our business, financial position or results of operations will be in the future when we are a separate, public company. The properties contributed to our Operating Partnership by CEOC in connection with the Restructuring were historically operated by CEOC as part of its larger corporate organization and not as a stand-alone business or independent company. The pro forma financial information that we have included in this registration statement may not reflect what our financial condition, results of operations or cash flows would have been had we existed as a stand-alone business or independent entity, or had we operated as a REIT, during the periods presented. Significant changes will occur in our cost structure, financing and business operations as a result of our operation as a stand-alone company and the entry into transactions with CEOC that have not existed historically, including the Lease Agreements.

The pro forma financial information included in this registration statement was prepared on the basis of assumptions derived from available information that we believe to be reasonable. However, these assumptions may change or may be incorrect, and actual results may differ, perhaps significantly. Therefore, the financial information we have included in this registration statement may not necessarily be indicative of what our financial condition, results of operations or cash flows will be in the future. For additional information about the basis of presentation of the financial information included in this registration statement, see “Financial Information” and the financial statements included elsewhere in this registration statement.

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Our actual financial results may vary significantly from the financial projections filed with the Bankruptcy Court.

In connection with the Plan of Reorganization, the Debtors were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and the ability of the Debtors to continue operations upon emergence from bankruptcy. These projections are neither included nor incorporated by reference in this registration statement and should not be relied upon in connection with the purchase of our common stock. At the time they were prepared, the projections reflected numerous assumptions concerning anticipated future performance and market and economic conditions that were and remain beyond our and the Debtors’ control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections and the variations may be material.

We may be unable to achieve the benefits that the Debtors expected to achieve from the separation of the Debtors into CEOC and our company.

We believe that as a company independent from CEOC, we will have the ability, subject to the Right of First Refusal Agreement, to pursue transactions with other gaming operators that would not pursue transactions with CEOC as a current competitor, to fund acquisitions with its equity on significantly more favorable terms than those that would be available to CEOC, to diversify into different businesses in which CEOC, as a practical matter, could not diversify, and to pursue certain transactions that CEOC otherwise would be disadvantaged by or precluded from pursuing due to regulatory constraints. However, we may not be able to achieve some or all of the benefits that the Debtors expected us to achieve as a company independent from CEOC in the time the Debtors expect, if at all.

Some members of our management team may have limited experience operating as part of a REIT structure.

The requirements for qualifying as a REIT are highly technical and complex. We have never operated as a REIT, and some members of our and our subsidiaries’ management teams may have limited experience in complying with the income, asset, and other limitations imposed by the real estate investment provisions of the Code. Any failure to comply with those provisions in a timely manner could prevent us from qualifying as a REIT or could force us to pay unexpected taxes and penalties. In such event, our net income could be reduced and we could incur a loss, which could materially harm our business, financial position, or results of operations. In addition, there is no assurance that any past experience with the acquisition, development, and disposition of gaming facilities will be sufficient to enable us to successfully manage our portfolio of properties as required by our business plan or the REIT provisions of the Code.

We cannot be certain that the bankruptcy proceedings will not adversely affect our operations going forward.

Our properties have been operating in bankruptcy for the past two years and we cannot assure you that having been subject to bankruptcy will not adversely affect our operations going forward. For example, we may be subject to claims that were not discharged in the bankruptcy proceedings, which could have a material adverse effect on our results of operations and profitability. Substantially all of the material claims against the Debtors that arose prior to the date of the bankruptcy filing were addressed during the Chapter 11 proceedings. In addition, the Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation and certain debts arising afterwards. Circumstances in which claims and other obligations that arose prior to the bankruptcy filing were not discharged primarily relate to certain actions by governmental units under police power authority, where we have agreed to preserve a claimant’s claims, as well as, potentially, instances where a claimant had inadequate notice of the bankruptcy filing. If any such claims remain, the ultimate resolution of such claims and other obligations may have a material adverse effect on our results of operations and profitability.

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Our separation from CEOC could give rise to disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position, or results of operations.

Disputes with third parties could arise out of our separation from CEOC, and we could experience unfavorable reactions to the separation from employees, ratings agencies, regulators, or other interested parties. These disputes and reactions of third parties could have a material adverse effect on our business, financial position, or results of operations. In addition, disputes between us and CEOC and its subsidiaries could arise in connection with any of the Lease Agreements, the Management and Lease Support Agreement, the Right of First Refusal Agreement, the Call Right Agreements, or other agreements.

If our separation from CEOC, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, we and CEOC could be subject to significant tax liabilities and, in certain circumstances, we could be required to indemnify CEOC for material taxes pursuant to indemnification obligations under the Tax Matters Agreement.

The IRS issued a private letter ruling with respect to certain issues relevant to the separation from CEOC, including relating to the separation and certain related transactions as tax-free for U.S. federal income tax purposes under certain provisions of the Code. The IRS ruling does not address certain requirements for tax-free treatment of the separation, and we expect to receive from our tax advisors a tax opinion substantially to the effect that, with respect to such requirements on which the IRS did not rule, such requirements should be satisfied. The IRS ruling, and the tax opinions that we expect to receive from our tax advisors, relied on and will rely on, among other things, certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and the IRS ruling and the opinions may not be valid if such representations, assumptions and undertakings were incorrect in any material respect.

Notwithstanding the IRS ruling and the tax opinions, the IRS could determine the separation should be treated as a taxable transaction for U.S. federal income tax purposes if it determines any of the representations, assumptions or undertakings that were included in the request for the IRS ruling are false or have been violated or if it disagrees with the conclusions in the opinions that are not covered by the IRS ruling.

If the reorganization fails to qualify for tax-free treatment, in general, CEOC would be generally subject to tax as if it had sold our assets to us in a taxable sale for their fair market value, and CEOC’s creditors who receive shares of our common stock in the separation would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

Under the Tax Matters Agreement that we will enter with CEC and CEOC, we generally will be required to indemnify CEC and CEOC against any tax resulting from the separation to the extent that such tax resulted from certain of our representations or undertakings being incorrect or violated. Our indemnification obligations to CEC and CEOC will not be limited by any maximum amount. As a result, if we are required to indemnify CEC and CEOC or such other persons under the circumstances set forth in the Tax Matters Agreement, we may be subject to substantial liabilities.

Risks Related to our Status as a REIT

We may not maintain our status as a REIT.

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2017, and expect to operate in a manner that will allow us to continue to be classified as such. Once an entity is qualified as a REIT, the Code generally requires that such entity distribute annually at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it distributes annually less than 100% of its REIT taxable income including capital gains. In addition, a REIT is required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year

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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. As a result, in order to avoid current entity level U.S. federal income taxes, a substantial portion of our cash flow after operating expenses and debt service will be required to be distributed.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to qualify as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of our common stock. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved.

The opinion of our special counsel regarding our status as a REIT does not guarantee our ability to qualify as a REIT.

Our special counsel, Kirkland & Ellis LLP, will render an opinion to us to the effect that we have been organized in conformity with the requirements for qualification as a REIT and our proposed method of operation described in this registration statement and as represented by management has enabled us, and will enable us, to satisfy the requirements for such qualification. This opinion will be based on representations made by us as to certain factual matters relating to our organization and our actual and intended or expected manner of operation. In addition, this opinion will be based on the law existing and in effect on the Effective Date. Our qualification and taxation as a REIT will depend on our ability to meet on a continuing basis, through actual operating results, asset composition, distribution levels, diversity of share ownership and the various qualification tests imposed under the Code discussed below. Kirkland & Ellis LLP will not review our compliance with these tests on a continuing basis. Accordingly, no assurance can be given that we will satisfy such tests on a continuing basis. Also, the opinion of Kirkland & Ellis LLP will represent counsel’s legal judgment based on the law in effect as of the Effective Date, is not binding on the IRS or any court, and could be subject to modification or withdrawal based on future legislative, judicial or administrative changes to U.S. federal income tax laws, any of which could be applied retroactively. Kirkland & Ellis LLP will have no obligation to advise us or the holders of our stock of any subsequent change in the matters stated, represented or assumed in its opinion or of any subsequent change in applicable law.

We may in the future choose to pay dividends in the form of our own common stock, in which case stockholders may be required to pay income taxes in excess of the cash dividends they receive.

We may seek in the future to distribute taxable dividends that are payable in cash or our common stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, stockholders receiving dividends in the form of common stock may be required to pay income taxes with respect to such dividends in excess of the cash dividends received, if any. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than

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the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. In addition, in such case, a U.S. stockholder could have a capital loss with respect to the common stock sold that could not be used to offset such dividend income. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. In addition, such a taxable share dividend could be viewed as equivalent to a reduction in our cash distributions, and that factor, as well as the possibility that a significant number of our stockholders determine to sell our common stock in order to pay taxes owed on dividends, may put downward pressure on the market price of our common stock.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates is currently 20% (and an additional 3.8% tax on net investment income may also be applicable). Dividends payable by REITs, however, generally are not eligible for the reduced rates applicable to “qualified dividends”. Although these rules do not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

REIT distribution requirements could adversely affect our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order for us to qualify as a REIT so that U.S. federal corporate income tax does not apply to earnings that we distribute. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on any undistributed portion of such taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. We intend to make distributions to our stockholders to comply with the REIT requirements of the Code and to avoid paying entity level or excise tax. We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP. In particular, during the first several years of the leases, under the terms of the Lease Agreements, rental income will be allocated for tax purposes generally in an amount greater than cash rents. Further, we may generate 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 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. In order to avoid current entity level U.S. federal income taxes, we will generally be required to distribute sufficient cash flow after operating expenses and debt service payments to satisfy REIT distribution requirements. While we intend to make distributions to our stockholders to comply with the REIT requirements of the Code, we may not have sufficient liquidity to meet the REIT distribution requirements. If our cash flow is insufficient to satisfy the REIT distribution requirements, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions or issue dividends in the form of shares of our common stock to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.

Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property

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and transfer taxes. For example, in order to meet the REIT qualification requirements, we currently hold and expect in the future to hold some of our assets or conduct certain of our activities through one or more taxable REIT subsidiaries or other subsidiary corporations that will be subject to federal, state, and local corporate-level income taxes as regular C corporations (i.e., corporations generally subject to corporate-level income tax under Subchapter C of Chapter 1 the Code). In addition, we may incur a 100% excise tax on transactions with a taxable REIT subsidiary if they are not conducted on an arm’s length basis. Any of these taxes would decrease cash available for distribution to our stockholders.

Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive opportunities.

To qualify as a REIT, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a taxable REIT subsidiary) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a taxable REIT subsidiary) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. In addition to the asset tests set forth above, to qualify as a REIT we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our stockholders and the ownership of our stock. We may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

If our Operating Partnership failed to qualify as a partnership or a disregarded entity for U.S. federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

We believe that our Operating Partnership will be treated as a partnership or a disregarded entity for U.S. federal income tax purposes. As a partnership or a disregarded entity, our Operating Partnership will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for U.S. federal income tax purposes, it is likely that we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership or a disregarded entity could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

We may be subject to built-in gains tax on the disposition of certain of our properties.

If we acquire certain properties in tax-deferred transactions, which properties were held by one or more C corporations before they were held by us, we may be subject to a built-in gain tax on future disposition of such properties. This will be the case with respect to all or substantially all of the properties acquired from CEOC pursuant to the Restructuring. If we dispose of any such properties during the five-year period following

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acquisition of the properties from the respective C corporation (i.e., during the five-year period following ownership of such properties by a REIT), we will be subject to U.S. federal income tax (and applicable state and local taxes) at the highest corporate tax rates on any gain recognized from the disposition of such properties to the extent of the excess of the fair market value of the properties on the date that they were contributed to or acquired by us in a tax-deferred transaction over the adjusted tax basis of such properties on such date, which are referred to as built-in gains. Similarly, if we recognize certain other income considered to be built-in income during the five-year period following the property acquisitions described above, we could be subject to U.S. federal tax under the built-in gains tax rules. We would be subject to this corporate-level tax liability (without the benefit of the deduction for dividends paid) even if we qualify and maintain our status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and the REIT distribution requirements. Any tax on the recognized built-in gain will reduce REIT taxable income. We may choose to forego otherwise attractive opportunities to sell assets in a taxable transaction during the five-year built-in gain recognition period in order to avoid this built-in gain tax. However, there can be no assurance that such a taxable transaction will not occur. The amount of any such built-in gain tax could be material and the resulting tax liability could have a negative effect on our cash flow and limit our ability to pay distributions required to maintain our status as a REIT.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Income from certain hedging transactions that we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or from transactions to manage risk of currency fluctuations with respect to any item of income or gain that satisfy the REIT gross income tests (including gain from the termination of such a transaction) does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary. This could increase the cost of our hedging activities because the taxable REIT subsidiary may be subject to tax on gains or expose us to greater risks associated with changes in interest rates that we would otherwise want to bear. In addition, losses in the taxable REIT subsidiary will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income of the taxable REIT subsidiary.

We may pay a purging distribution, if any, in common stock and cash.

In order to qualify as a REIT, we must distribute any “earnings and profits,” as defined in the Code, that are allocated from CEOC to us in connection with the spin-off transaction by the end of the first taxable year in which we elect REIT status (the “purging distribution”). Based on analysis of CEOC’s earnings and profits, we currently do not expect to have any earnings and profits allocated to us in connection with the spin-off and therefore do not currently expect to be required to make a purging distribution. If notwithstanding this expectation we are required to make a purging distribution, we may pay the purging distribution to our shareholders in a combination of cash and shares of our common stock. Each of our shareholders will be permitted to elect to receive the shareholder’s entire entitlement under the purging distribution in either cash or shares of our common stock, subject to a cash limitation. If our shareholders elect to receive an amount of cash in excess of the cash limitation, each such electing shareholder will receive a pro rata amount of cash corresponding to the shareholder’s respective entitlement under the purging distribution declaration. In a purging distribution, if any, a shareholder of our common stock will be required to report dividend income equal to the amount of cash and common stock received as a result of the purging distribution even though we may distribute no cash or only nominal amounts of cash to such shareholder.

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Risks Related to Our Organizational Structure

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

The Maryland General Corporation Law (“MGCL”) provides that a director has no liability in any action based on an act of the director if he or she has acted in good faith, in a manner he or she reasonably believes to be in the corporation’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by the MGCL, our charter will limit the liability of our directors and officers to our company and our stockholders for money damages to the maximum extent permitted by Maryland law. Under Maryland law, our present directors and officers will not have any liability to us or our stockholders for money damages other than liability resulting from:

Our charter provides that we will have the power to obligate ourselves, and our amended and restated bylaws (our “bylaws”) will obligate us, to indemnify our directors and officers for actions taken by them in those capacities and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law. In addition, we will enter into indemnification agreements with our directors and executive officers that will provide for indemnification and advance expenses to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law.

Our board of directors may change our major corporate, investment and financing policies without stockholder approval and those changes may adversely affect our business.

Our board of directors will determine and may alter or eliminate our major corporate policies, including our acquisition, investment, financing, growth, operations and distribution policies. While our stockholders have the power to elect or remove directors, our stockholders will have limited direct control over changes in our policies and those changes could adversely affect our business, financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

The ability of our board of directors to revoke our REIT qualification, with stockholder approval, may cause adverse consequences to our stockholders.

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, only with the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter, if the board determines that it is no longer in our best interests to continue to qualify as a REIT. If we cease to be a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders.

Our charter and bylaws will contain provisions that may delay, defer or prevent an acquisition of our common stock or a change in control.

Our charter and bylaws will contain provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stockholders or otherwise be in their best interests, including the following:

In order for us to qualify as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals (as defined in the Code to include certain

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entities such as qualified pension plans) during the last half of each taxable year (“closely held”). Subject to certain exceptions, our charter prohibits any stockholder from owning beneficially or constructively, with respect to any class or series of our capital stock, more than 9.8% (in value or by number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of such class or series of our capital stock.

The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of 9.8% or less of the outstanding shares of a class or series of our stock by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits.

Among other restrictions on ownership and transfer of shares, our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void.

These ownership limits may prevent a third-party from acquiring control of us if our board of directors does not grant an exemption from the ownership limits, even if our stockholders believe the change in control is in their best interests. The Plan of Reorganization provides that an exemption from the 9.8% ownership limit will be granted to certain creditors of CEOC, and our board may provide exceptions for other stockholders, subject in each case to certain initial and ongoing conditions designed to protect our status as a REIT.

Our charter authorizes us to issue authorized but unissued shares of common or preferred stock in addition to the shares of common stock issued and outstanding as of the date of this registration statement. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a class or series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be in the best interests of our stockholders. See “Description of Registrant’s Securities to be Registered—Power to Reclassify and Issue Stock.”

Certain provisions of Maryland law may limit the ability of a third-party to acquire control of us.

Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

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Our charter will provide that, notwithstanding any other provision of our charter or our bylaws, the Maryland Business Combination Act (Title 3, Subtitle 6 of the MGCL) will not apply to any business combination between us and any interested stockholder, or any affiliate of an interested stockholder, of ours and that we expressly elect not to be governed by the provisions of Section 3-602 of the MGCL in whole or in part. Any amendment to such provision of our charter must be approved by the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter. Pursuant to the MGCL, our bylaws will contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of shares of our stock. This provision of our bylaws may not be altered, amended or repealed except by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter. There can be no assurance that this exemption contained in our bylaws will not be amended or eliminated at any time in the future.

Additionally, Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval and regardless of what will be provided in our charter or bylaws, to implement certain takeover defenses, such as a classified board. However, our charter will provide that we are prohibited from electing to be subject to any or all of the provisions of Title 3, Subtitle 8 of the MGCL unless such election is first approved by our stockholders by the affirmative vote of a majority of all the votes entitled to be cast on the matter. See “Description of Registrant’s Securities to be Registered—Certain Provisions of Maryland Law and of Our Charter and Bylaws—Business Combinations,” “—Control Share Acquisitions” and “—Subtitle 8.”

A small number of our stockholders could significantly influence our business and affairs.

Upon emergence from bankruptcy, a few stockholders may own substantial amounts of our outstanding voting stock. Large holders may be able to affect matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions.

We are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies we are taking advantage of in this registration statement will make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. We will lose our status as an emerging growth company on the Effective Date as a result of the issuance of over $1.0 billion in debt securities. In this registration statement, we have chosen (and in future filings prior to ceasing to be treated as an emerging growth company we will choose) to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to reduced disclosure obligations regarding executive compensation. We cannot assure you that this reduced reporting will not have an impact on the price of our common stock.

Risks Related to Our Common Stock

The Mandatory Conversions will significantly dilute holders of our common stock and may have an impact on our ability to raise funds from issuances of our common stock.

In the Mandatory Conversions, on the 20th business day after the Effective Date, the shares of our Series A preferred stock and the junior tranche of the CPLV Mezzanine Debt will be converted into shares of our common

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stock, which shares will represent approximately 28.0% of the outstanding common stock following the Mandatory Conversions. The Mandatory Conversions will, therefore, result in a significant dilution to the holders of our common stock as of the Effective Date and could result in a reduction in the prevailing market price of a share of our common stock. Decreases or fluctuations in the prevailing price of our common stock could impair or limit our ability to raise funds from issuances of our common stock following the Effective Date.

We will provide registration rights to holders of our Series A preferred stock and lenders of the junior tranche of the CPLV Mezzanine Debt with respect to the common stock issued upon conversion of the Series A preferred stock and CPLV Mezzanine Debt. These registration rights will facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the future. We may use borrowed funds to make distributions.

If cash available for distribution is less than the amount necessary to make cash distributions, our inability to make the expected distributions could result in a decrease in the market price of our common stock. See “Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters—Dividend Policy.” All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits in the future, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in our common stock. To the extent that such distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

VICI REIT is a holding company with no direct operations and will rely on distributions received from the Operating Partnership to make distributions to its stockholders.

VICI REIT is a holding company and conducts its operations through subsidiaries, including the Operating Partnership and the TRS. VICI REIT does not have, apart from the common and preferred units that it will own in the Operating Partnership, any independent operations. As a result, VICI REIT will rely on distributions from its Operating Partnership to make any distributions to its stockholders it might declare on its common stock and to meet any of its obligations, including tax liability on taxable income allocated to it from the Operating Partnership (which might not be able to make distributions to VICI REIT equal to the tax on such allocated taxable income). In turn, the ability of subsidiaries of the Operating Partnership to make distributions to the Operating Partnership, and therefore, the ability of the Operating Partnership to make distributions to VICI REIT, will depend on the operating results of these subsidiaries and the Operating Partnership and on the terms of any financing arrangements they have entered into. In addition, because VICI REIT is a holding company, claims of common stockholders of VICI REIT will be structurally subordinated to all existing and future liabilities and other obligations (whether or not for borrowed money) and any preferred equity of the Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, VICI REIT’s assets and those of the Operating Partnership and its subsidiaries will be available to satisfy the claims of VICI REIT common stockholders only after all of VICI REIT’s, the Operating Partnership’s and its subsidiaries’ liabilities and other obligations and any preferred equity of any of them have been paid in full.

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The Operating Partnership may, in connection with its acquisition of additional properties or otherwise, issue additional common units or preferred units to third parties. Such issuances would reduce VICI REIT’s ownership in the Operating Partnership. Because stockholders of VICI REIT will not directly own common units or preferred units of the Operating Partnership, they will not have any voting rights with respect to any such issuances or other partnership level activities of the Operating Partnership.

Conflicts of interest could arise between the interests of our stockholders and the interests of holders of Operating Partnership units which may impede business decisions that could benefit our stockholders.

Conflicts of interest could arise as a result of the relationships between us, on the one hand, and our Operating Partnership or any limited partner thereof, if any, on the other. Our directors and officers have duties to us under applicable Maryland law. At the same time, we, as general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Delaware law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our duties as general partner to our Operating Partnership and its limited partners may come into conflict with the duties of our directors and officers to VICI REIT. These conflicts may be resolved in a manner that is not in the best interests of our stockholders.

Transfer of our common stock may be limited in the absence of an active trading market for our shares.

There is currently no public market for our common stock. We do not intend to apply for our common stock to be listed on a securities exchange until after the Effective Date and there is no guarantee that we will be able to list our shares after the Effective Date. We cannot predict the extent to which a trading market will develop or how liquid that market might become. An active trading market may not develop or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your shares.

The market price of our common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates. One of the factors that may influence the market price of our common stock is the annual yield from distributions on our common stock as compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of our common stock to demand a higher distribution rate or seek alternative investments. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase. In addition, our operating results could be below the expectations of investors, and in response the market price of our shares could decrease significantly. The market value of the equity securities of a REIT is also based upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock and, in such instances, you may be unable to resell your shares at a price you find reasonable.

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ITEM 2. FINANCIAL INFORMATION

Selected Historical Consolidated Financial Data

The following table sets forth the selected combined historical financial data of Caesars Entertainment Outdoor, the operations of which will be contributed to our TRS on the Effective Date. The following selected historical combined financial data of Caesars Entertainment Outdoor for the six month periods ended June 30, 2017 and 2016 and the selected historical combined balance sheet data as of June 30, 2017 have been derived from the unaudited combined condensed financial statements of Caesars Entertainment Outdoor included elsewhere in this registration statement. The following selected historical combined financial data of Caesars Entertainment Outdoor for the three years in the period ended December 31, 2016 and the selected historical combined balance sheet data as of December 31, 2016 and 2015 have been derived from the audited combined financial statements of Caesars Entertainment Outdoor included elsewhere in this registration statement.

The following selected historical financial data does not reflect the financial position or results of operations of VICI REIT for the periods indicated. This historical financial data only reflects the historical operations of the golf course properties, which will comprise a small portion of our total operations. The following table should be read in conjunction with “Unaudited Pro Forma Combined Condensed Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the historical combined financial statements of Caesars Entertainment Outdoor and the financial information of VICI REIT included elsewhere herein.

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Unaudited Pro Forma Combined Condensed Financial Information

The following unaudited pro forma combined condensed balance sheet of VICI REIT as of June 30, 2017, gives effect to the Restructuring as if it had occurred on June 30, 2017, and the following unaudited pro forma combined condensed statements of operations for the six months ended June 30, 2017 and for the year ended December 31, 2016 give effect to the Restructuring as if it had occurred on January 1, 2016, in each case, also giving effect to the PropCo Equity Election. See “Summary—The Restructuring.” The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X.

The following unaudited pro forma combined condensed financial information does not reflect the financial position or results of operations of VICI REIT for the periods indicated. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information, and in many cases are based on estimates and preliminary information. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these pro forma financial statements. We believe such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments. However, the pro forma financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had the Restructuring occurred at the beginning of the period presented.

The unaudited pro forma financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of Caesars Entertainment Outdoor, the balance sheets of VICI REIT and the combined statements of investments of real estate assets to be contributed to VICI REIT, included elsewhere in this registration statement.

The following unaudited pro forma combined condensed financial statements give effect to the Restructuring, including:

Pursuant to the PropCo Equity Election, certain of CEOC’s creditors that would have received Term Loans, First Lien Notes and Second Lien Notes were able to elect to receive our common stock in lieu of such debt, with the amount of debt that could be exchanged capped at $1,250.0 million. The PropCo Equity Election was fully subscribed and, as a result, on the Effective Date, creditors that made the election, will receive an aggregate of 77,160,494 shares of common stock in lieu of $1,250 million of Term Loans, First Lien Notes and Second Lien Notes. These pro forma financial statements have been prepared giving effect to the PropCo Equity Election. In addition, CPLV has received commitments with respect to $2,200.0 million of debt, including $1,550.0 million of asset level real estate financing and three tranches of mezzanine debt in the aggregate amount of $650.0 million. Debt issuance costs incurred will be paid for by CEOC and will not offset the gross amounts reflected in the pro forma financial statements.

The pro forma balance sheets do not give effect to the Mandatory Conversions of our Series A preferred stock and $250.0 million of junior CPLV Mezzanine Debt. As a result, the junior tranche of the CPLV

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Mezzanine Debt and the Series A preferred stock are reflected on our pro forma balance sheet. As a result of the Mandatory Conversions, such tranche and preferred stock will be exchanged for common stock on the 20th business day following the Effective Date. The shares issued in the Mandatory Conversions will represent 28.0% of the outstanding common stock after giving effect to the Mandatory Conversions. The pro forma income statement gives effect to the Mandatory Conversions as of the 20th business day following the Effective Date.

The pro forma financial statements give effect to the application of “fresh start” reporting in accordance with ASC 852—Reorganizations (“ASC 852”). The pro forma adjustments are based on an assumed fair value of approximately $8.3 billion of the assets of VICI REIT. Fair values of assets and liabilities, including leases, on the pro forma balance sheet are based on preliminary valuations, have been made solely for purposes of developing the pro forma combined financial information and are subject to further revisions and adjustments. Updates to such preliminary valuations will be completed in the periods subsequent to those reported in this registration statement and will be calculated as of the Effective Date and, to the extent such updates reflect a valuation different than those used in these pro forma financial statements, there may be adjustments in the carrying values of certain assets and liabilities and related deferred taxes and such adjustments may also affect the revenues and expense, that would be recognized in the statement of operations following the Effective Date. As such, the following pro forma financial information is not intended to represent our actual post-Effective Date financial condition and statement of operations, and any differences could be material.

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The accompanying notes are an integral part of, and should be read together with, this unaudited pro forma combined condensed financial information.

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The accompanying notes are an integral part of, and should be read together with, this unaudited pro forma combined condensed financial information.

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The accompanying notes are an integral part of, and should be read together with, this unaudited pro forma combined condensed financial information.

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Note 1—Balance Sheet Pro Forma Adjustments

The real estate assets are valued using an income approach and, more specifically, the discounted cash flow (“DCF”) technique. Future lease payments for the properties are modeled according to the terms contained in the Lease Agreements. Although management believes the length of the leases with CEOC LLC will extend to the full thirty-five year lease term per the Lease Agreements, the real property valuation analysis contemplates typical market participant oriented nine and 14 year hold periods as a best methodology to estimate the value of the cash flow during the full term lease. Appropriate expenses are estimated and deducted from the future contract rent to derive expected future cash flows. Terminal or reversion values are calculated for both hold period scenarios based on estimated market terminal capitalization rates. The DCF technique estimates value by discounting back to present value the anticipated future cash flows for the interim periods in the DCF model plus the present value of the terminal values using an appropriate discount rate. The discount rate was derived based upon a weighted average cost of capital (“WACC”). The WACC was estimated based upon observations of a peer group or guideline companies whose stock was publicly traded on recognized exchanges as such guideline companies were considered comparable to the Company. Factors considered in deriving a WACC included general market rates of return at the valuation date, business risks associated with the industry in which VICI REIT operates, and other specific risk factors deemed appropriate. An estimated discount rate of 9.0% was selected as a base rate for all properties. Individual property discount rates were then adjusted based on the specific additional aforementioned risk factors and, once adjusted, ranged from 7.5% to 17.5%.

Under guidance in ASC 840—Leases (“ASC 840”), the Lease Agreements are bifurcated between operating leases and direct financing leases. The fair value assigned to certain portions of the land qualify for operating lease treatment while the fair value assigned to the buildings is classified as a direct financing lease, and portion of the land which was not bifurcated is also classified as part of direct financing lease.

Land accounted for under the operating method has an indefinite useful life and is not depreciated.

The Company’s investment in direct financing leases consisted of the following as of June 30, 2017:

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At June 30, 2017, minimum lease payments for each of the five succeeding fiscal years are as follows:

Pro forma debt of VICI REIT includes Term Loans with a variable interest rate of LIBOR plus 3.5%, maturing in 2022; First Lien Notes with interest rates based on the sum of (A) the greater of (i) LIBOR and (ii) 1.0% plus (B) 3.5%, maturing in 2022; Second Lien Notes with a fixed interest rate of 8.0% maturing in 2023; CPLV CMBS Debt, maturing in 2023; and CPLV Mezzanine Debt. We have prepared these pro forma financial statements giving effect to the PropCo Equity Election.

The table below shows the amount of debt outstanding on the Effective Date (giving effect to the PropCo Equity Election) prior to and after giving effect to the Mandatory Conversions.

The pro forma assumes that the weighted average yield on the CPLV CMBS Debt and CPLV Mezzanine Debt will result in annual cash interest payments of $97.3 million, based upon the rates provided in the commitment letter.

The pro forma weighted average interest rate on VICI REIT’s pro forma indebtedness described above is 5.03%.

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Note 2—Statement of Operations Pro Forma Adjustments

Under each of the Non-CPLV Lease Agreement and Joliet Lease Agreement, base rent is equal to $433.3 million and $39.6 million, respectively, for the first seven years with an annual increase of the greater of 2% and the increase in the Consumer Price Index commencing in the sixth year. With respect to the Joliet Lease Agreement, we will be entitled to receive 80% of the rent pursuant to the operating agreement of our joint venture, Harrah’s Joliet Landco LLC. Beginning in the eighth year, a portion of each rent amount will be designated as variable rent and will be adjusted periodically to reflect changes in net revenue for the respective properties through the end of the lease term. At each renewal term, each base rent amount will be set at the fair market value for the rent but will not be less than the amount of rent due from CEOC in the immediately preceding year nor will such rent increase by more than 10% compared to the immediately preceding year.

Base rent and variable rent that is known at the lease commencement date will be recorded on an effective interest method basis over the thirty-five year lease term, which includes the initial fifteen-year non-cancelable lease term and all four five-year renewal terms under the Lease Agreements, as such renewal terms have been determined to be reasonably assured.

For the six months ended June 30, 2017 and the year ended December 31, 2016, pro forma rent payments accounted for under the direct financing lease method total $292.4 million and $581.5 million, respectively. Pro forma earned income from direct financing leases is $316.1 million and $629.0 million, respectively.

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The difference of $23.7 million and $47.5 million, respectively, represents the adjustment to recognize fixed amounts due under the Lease Agreements on an effective interest basis at a constant rate of return over the lease term.

We also expect to incur other additional costs, including but not limited to salaries, director’s and officer’s insurance, tax advisory, and legal fees. Additionally, we expect to incur incremental costs as a result of becoming a publicly traded company. As these amounts are not directly attributable to the transaction, an adjustment for such additional general and administrative costs has been excluded.

We estimate that general and administrative costs for VICI REIT on a combined basis, including costs of being a reporting company, could result in incremental general and administrative expenses of $27 million to $29 million per year.

Pursuant to the PropCo Equity Election, certain of CEOC’s creditors that would have received debt were able to elect common stock in lieu of such debt, with the maximum amount of debt that could be exchanged capped at $1,250.0 million. This exchange of debt for common shares has a corresponding decrease in debt interest expenses payable. The PropCo Equity Election was fully subscribed and, as a result, on the Effective Date, creditors that made the election, will receive an aggregate of 77,160,494 shares of common stock in lieu of $1,250 million of Term Loans, First Lien Notes and Second Lien Notes. These pro forma financial statements have been prepared giving effect to the PropCo Equity Election.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our predecessor’s combined financial statements and our pro forma consolidated financial statements, and, in each case, the related notes, included elsewhere in this registration statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this registration statement, including information with respect to our business and growth strategies, statements regarding the industry outlook, our expectations regarding the future performance of our business and the other non-historical statements contained herein are forward-looking statements. See “Forward-Looking Statements.” You should also review the “Risk Factors” section of this registration statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements .

Overview

VICI REIT is a newly-formed Maryland corporation. In connection with the Restructuring and pursuant to the Plan of Reorganization, CEOC will contribute to VICI REIT substantially all of CEOC’s real property assets, as well as the assets and liabilities of the Caesars Entertainment Outdoor, in exchange for all of the common stock and Series A preferred stock of VICI REIT. VICI REIT will contribute the real property assets to the Operating Partnership and the Caesars Entertainment Outdoor operations to its wholly-owned subsidiary, TRS. On the Effective Date, CEOC will distribute VICI REIT common stock and Series A preferred stock to former creditors of the Debtors pursuant to the Plan of Reorganization. See “Summary—The Restructuring.” We intend to elect on our U.S. federal income tax return for our taxable year ending December 31, 2017 to be treated as a REIT and TRS will elect to be treated as a “taxable REIT subsidiary” effective on the first day of the first taxable year of VICI REIT as a REIT. In connection with the Restructuring, we will lease back our properties, other than the golf course properties, to subsidiaries of CEOC under the Lease Agreements. See “Business—Relationship between VICI REIT and CEOC and CEC after Restructuring—Lease Agreements.”

Discussion of the Historical Results of Operations of Caesars Entertainment Outdoor

The following discussion relates to the historical operations of Caesars Entertainment Outdoor, which, following the Restructuring, will be owned by VICI Golf, our taxable REIT subsidiary. The golf courses include the Cascata golf course in Boulder City, Nevada, the Rio Secco golf course in Henderson, Nevada, the Grand Bear golf course in Biloxi, Mississippi and the Chariot Run golf course in Laconia, Indiana. Following the Effective Date, the assets and liabilities of Caesars Entertainment Outdoor will be reflected on our consolidated balance sheet, together with other real estate assets and liabilities acquired by us at fair value. Following the Effective Date, such assets and liabilities will not be comparable to the assets and liabilities of Caesars Entertainment Outdoor due to the application of fresh-start reporting and will be recorded at fair value.

Six months ended June 30, 2017 compared to six months ended June 30, 2016

Net revenues for Caesars Entertainment Outdoor were $9.7 million for the six months ended June 30, 2017 and 2016. Revenues for the six months ended June 30, 2017 were comprised of golf revenues of $7.5 million, food and beverage revenues of $1.1 million and retail and other revenues of $1.1 million. Revenues for the six months ended June 30, 2016 were comprised of golf revenues of $7.3 million, food and beverage revenues of $1.2 million and retail and other revenues of $1.2 million.

Operating expenses for Caesars Entertainment Outdoor were $9.7 million for the six months ended June 30, 2017 and 2016.

Year ended December 31, 2016 compared to year ended December 31, 2015

Net revenues for Caesars Entertainment Outdoor were $18.8 million and $18.1 million in 2016 and 2015, respectively. Revenues for 2016 were comprised of golf revenues of $14.6 million, food and beverage revenues

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of $2.1 million and retail and other revenues of $2.1 million. Revenues for 2015 were comprised of golf revenues of $14.1 million, food and beverage revenues of $2.1 million and retail and other revenues of $1.9 million.

Operating expenses for Caesars Entertainment Outdoor increased $0.7 million, or 4.0%, to $18.8 million in 2016 compared to 2015, primarily due to higher direct golf expenses associated with higher golf revenues.

Year ended December 31, 2015 compared to year ended December 31, 2014

Net revenues for Caesars Entertainment Outdoor were $18.1 million and $18.9 million in 2015 and 2014, respectively. Revenues for the year ended December 31, 2015 were comprised of golf revenues of $14.1 million, food and beverage revenues of $2.1 million and retail and other revenues of $1.9 million. Revenues for the year ended December 31, 2014 were comprised of golf revenues of $14.5 million, food and beverage revenues of $2.3 million and retail and other revenues of $2.1 million.

Operating expenses for Caesars Entertainment Outdoor decreased $0.8 million, or 4.3%, to $18.1 million in 2015 when compared to 2014, primarily due to lower direct golf expenses driven by lower golf revenues.

Revenues

The substantial majority of our revenues will be derived from our leased properties, with the balance derived from our golf course operations. We will enter into three separate Lease Agreements: one with respect to the CPLV properties, one with respect to all other properties (other than the golf course properties and the Joliet facilities), and one with respect to the Joliet facilities. Each agreement will have an initial 15 year term, subject to four five-year renewal terms at the option of the respective tenant. The rent will be comprised of base rent and variable rent components which are described below:

CPLV Lease Rent

Base Rent: CPLV Lease Agreement

The base rent is a fixed amount initially equal to $165.0 million annually during the first seven years of the CPLV Lease Agreement. The fixed amount includes an annual rent escalator for years two through seven of the lease that is equal to the greater of (i) 2% and (ii) the increase of the Consumer Price Index from the prior year. After year seven, base rent in year eight through ten will be equal to 80% of the base rent for year seven increased by the escalator. Base rent in subsequent years during the initial term will be equal to the base rent of the immediately preceding year plus the applicable escalator. Base rent during each renewal term will be equal to fair market value rent, but no less than the base rent in the prior year and no more than 110% of the base rent in the prior year.

Variable Rent: CPLV Lease Agreement

The Variable Rent commences in year eight and is applicable to lease years eight through ten. The variable rent consists of a fixed annual amount of 20% of the rent for year seven increased or decreased, as applicable by 13% of the difference between the annual revenue of the CPLV facilities for year seven compared to the year prior to the first year of the lease term, as described above. Thereafter, the variable rent for years eleven through the initial stated expiration date will be a fixed annual amount equal to the variable rent in years eight through ten, increased or decreased, as applicable, by 13% of the difference between the annual revenue for the CPLV facilities for year ten compared to year seven, as described above. Variable rent during each renewal term will be equal to the variable rent in effect for the prior year, increased or decreased, as applicable, by 13.0% of the difference in annual revenue from the CPLV facilities from the year prior to the first year of the immediately preceding renewal term to the last year of the immediately preceding renewal term.

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Non-CPLV and Joliet Lease Rent

Base Rent: Non-CPLV Lease Agreement and Joliet Lease Agreement

The base rent of each of the Non-CPLV Lease Agreement and Joliet Lease Agreement is a fixed annual amount initially equal to $433.3 million and $39.6 million, respectively, during the first seven years of each such lease agreement. Each fixed amount includes an annual rent escalator beginning in the sixth lease year that is equal to the greater of (i) 2% and (ii) the increase of the Consumer Price Index from the prior year. After year seven base rent in years eight through ten will be equal to 70% of the base rent for year seven increased by the escalator. Base rent in subsequent years of the initial term will be equal to 80% of year ten base rent plus the annual escalator. Base rent during each renewal term will be equal to fair market value rent, but no less than the base rent in the prior year and no more than 110% of the base rent in the prior year. With respect to the Joliet Lease Agreement, we will be entitled to receive 80% of the rent pursuant to the operating agreement of our joint venture, Harrah’s Joliet Landco LLC.

Variable Rent: Non-CPLV Lease Agreement and Joliet Lease Agreement

The Variable Rent commences in year eight and is applicable to lease years eight through ten. The variable rent consists of a fixed annual amount of 30% of the rent for year seven increased or decreased, as applicable, by (a) 19.5% of the difference between the annual revenue of Non-CPLV and Joliet facilities for year seven compared to the year prior to the first year of the lease term, as described above. Thereafter, the variable rent for years eleven through the initial stated expiration date will be equal to a fixed annual amount of 20% of the rent for the tenth lease year increased or decreased, as applicable, by 13% of the difference between annual revenue of Non-CPLV and Joliet facilities for year ten compared to year seven, as described above. Variable rent during each renewal term will be equal to the variable rent in effect for the prior year, increased or decreased, as applicable, by 13.0% of the difference in annual revenue from the Non-CPLV and Joliet facilities from the year prior to the first year of the immediately preceding renewal term to the last year of the immediately preceding renewal term.

Revenue Recognition

The accounting treatment of the Lease Agreements is bifurcated between operating leases and direct financing leases. We recognize lease income with respect to the buildings and a portion of the land under the direct financing lease method, and rental revenue with respect to a certain portion of the land under the operating lease method.

For the six months ended June 30, 2017 and the year ended December 31, 2016, pro forma cash received under our Lease Agreements was $316.6 million and $630.0 million, respectively, of which $24.2 million and $48.5 million, respectively, were accounted for under the operating lease method and $292.4 million and $581.5 million were accounted for under the direct financing lease method.

Rental income from operating leases was $24.2 million and $48.5 million in the six months ended June 30, 2017 and in 2016, respectively, on a pro forma basis. Pro forma earned income from direct financing leases for the six months ended June 30, 2017 and the year 2016 was $316.1 million and $629.0 million, respectively. On a pro forma basis, earned income from direct financing leases exceeded cash payments accounted for using the direct financing lease method due to the adjustment to recognize fixed amounts due on an effective interest basis at a constant rate of return over the lease term.

Golf Course Revenue

Revenue generated by Caesars Entertainment Outdoor is derived primarily from our golf course operations. As part of the Restructuring, we will enter into the Golf Course Use Agreement with CEC or one of its subsidiaries whereby we will receive a $10 million annual membership fee as consideration for providing

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discounted green fees for individuals and events and preferred blocked tee times. Beginning in the sixth year of the term of the Golf Course Use Agreement, the membership fee will be subject to an annual escalator equal to the greater of 2% and the increase in the Consumer Price Index from the prior year. In addition to the annual membership fee, we will also receive use fees and minimum round fees, which will be subject to the same annual escalator beginning in the second year of the term of the Golf Course Use Agreement.

General and Administrative Expenses

General and administrative costs are expected for items such as compensation costs (including stock based compensation awards), professional services, office costs, and other costs associated with development activities. We plan to have approximately 140 employees at the Operating Partnership or TRS or their respective subsidiaries. Compensation arrangements and equity grants have not yet been determined.

As a reporting company, we expect to incur incremental costs to support our business, including management personnel, legal expenses, finance, and human resources as well as certain costs associated with becoming a reporting company. We estimate that general and administrative costs for VICI REIT on a combined basis, including costs of being a reporting company, could result in incremental general and administrative expenses of $27 million to $29 million per year.

Property Operating Expenses

Property operating expenses are expected for expenditures necessary to maintain the premises in reasonably good order and repair and will be paid by the tenants pursuant to the Lease Agreements. Property operating expenses will also include other expenses expected to be paid or reimbursed by the tenants such as property taxes. Pro forma property taxes were $28.8 million in the six months ended June 30, 2017 and $57.7 million for the year ended December 31, 2016. All of such expenses would have been paid or reimbursed by the tenants had this transaction occurred on January 1, 2016.

Interest Expense

We will incur interest expense from our borrowing obligations. Following the Effective Date, we expect to have at least an aggregate of $4,667.0 million in outstanding borrowings and annual cash interest costs of approximately $247.5 million, based on an estimated weighted average interest rate of 5.03%. See “—Liquidity and Capital Resources” below for more information.

Revenues and operating expenses of our TRS

VICI Golf LLC, our TRS, will hold the golf course properties, which include the operations of the Rio Secco golf course in Henderson, Nevada, the Cascata golf course in Boulder City, Nevada, the Grand Bear golf course in Saucier, Mississippi, and the Chariot Run golf course in Laconia, Indiana. Revenue generated by the golf course properties held by Caesars Entertainment Outdoor is derived from golf course operations, food and beverage and merchandise sales. On a pro forma basis giving effect to the Restructuring, the golf course properties would have generated net revenues of $14.6 million and $27.4 million, respectively, and would have incurred total operating expenses (including direct golf course expenses, depreciation and general and administrative costs) of $9.4 million and $18.2 million for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively. Additionally, on a pro forma basis giving effect to the Restructuring, the tax rate for our TRS operations for the six months ended June 30, 2017 and the year ended December 31, 2016 would have been 35.0%.

Liquidity and Capital Resources

On the Effective Date, giving effect to the PropCo Equity Election, VICI PropCo will issue $1,638.4 million of Term Loans, $311.7 million aggregate principal amount of First Lien Notes, and $766.9 million aggregate principal amount of Second Lien Notes.

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CPLV will borrow $2,200.0 million of debt from third parties, including the CPLV CMBS Debt and the CPLV Mezzanine Debt. The junior tranche of the CPLV Mezzanine Debt in the aggregate amount of $250.0 million will automatically be exchanged for shares of our common stock on the 20th business day following the Effective Date. Giving effect to the PropCo Equity Election, the shares of common stock issued upon exchange of the junior tranche of CPLV Mezzanine Debt will represent approximately 7.2% of the outstanding common stock following the exchange of the junior tranche of CPLV Mezzanine Debt (and Mandatory Preferred Conversion). The cash proceeds from the CPLV CMBS Debt and CPLV Mezzanine Debt will be distributed to certain creditors of CEOC under the Plan of Reorganization.

A table summarizing our capitalization before and after the Mandatory Conversions giving effect to the PropCo Equity Election is set forth under “Summary—The Restructuring.”

Senior Secured Credit Facilities

On the Effective Date, our subsidiary VICI PropCo, as borrower, and certain of its subsidiaries will enter into the senior secured credit facilities. We expect that the senior secured credit facilities will provide for senior secured financing consisting of Term Loans distributed to certain of CEOC’s creditors pursuant to the terms of the Plan of Reorganization in an aggregate principal amount of $1,638.4 million, which mature in 2022. The senior secured credit facilities will have capacity to add incremental loans in an aggregate amount of: (a) $60 million plus (b) $1,450 million to finance the acquisition of certain properties plus (c) additional amounts, subject, in the case of this clause (c), to the borrower and its restricted subsidiaries not exceeding certain leverage ratios.

The Term Loans will require scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the Term Loans, with the balance due at maturity.

The borrower will pay interest quarterly on the Term Loans at a rate per annum, reset quarterly, equal to (i) with respect to any ABR borrowings, the sum of ABR (as defined in the credit agreement) and 2.5% and (ii) with respect to any Eurocurrency borrowings, the sum of the Adjusted Eurocurrency Rate (as defined in the credit agreement) and 3.5%.

VICI PropCo will be the borrower under the senior secured credit facilities and the material, domestic wholly-owned subsidiaries of VICI PropCo other than CPLV, CPLV’s subsidiaries and VICI FC Inc. (which will be a co-issuer of our notes), will be guarantors. The senior secured credit facilities will be secured by a pledge of substantially all of the existing and future property and assets of VICI PropCo and the restricted subsidiary guarantors, including a pledge of the capital stock of the wholly-owned domestic subsidiaries held by VICI PropCo and the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries held by the VICI PropCo and the subsidiary guarantors, in each case subject to exceptions.

Under the senior secured credit facilities, VICI PropCo may also be required to meet specified leverage ratios in order to take certain actions, such as incurring certain debt. In addition, the senior secured credit facilities will include covenants, subject to certain exceptions, restricting or limiting VICI PropCo’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt; (ii) create liens on certain assets; (iii) enter into sale and lease-back transactions; (iv) make certain investments, loans and advances; (v) consolidate, merge, sell or otherwise dispose of all or any part of its assets; (vi) pay dividends or make distributions or make other restricted payments; (vii) enter into certain transactions with its affiliates; and (viii) amend or modify the articles or certificate of incorporation, by-laws and certain agreements or make certain payments or modifications of certain indebtedness.

The Term Loans are expected to be prepayable at VICI PropCo’s option, in whole or in part, at any time, and from time to time, at a price equal to 100% of the principal amount of the Term Loans redeemed plus accrued and unpaid interest to the redemption date plus (i) prior to the first anniversary of the issuance of such loans, a “make-whole” premium and (ii) thereafter, a prepayment premium equal to (a) 3% of the amount

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redeemed on and after the first anniversary of such issuance, (b) 2% of the amount redeemed on and after the second anniversary of such issuance, (c) 1% of the amount redeemed on and after the third anniversary of such issuance and (d) 0% on and after the fourth anniversary of such issuance; provided, however, that no “make-whole” or prepayment premium shall be payable in the event of any voluntary prepayment in cash of all Term Loans prior to the six-month anniversary of the issuance of such loans.

First Lien Notes

On the Effective Date, our subsidiaries VICI PropCo and VICI FC Inc. (collectively, the “notes co-issuers”) will issue $311.7 million in aggregate principal amount of First Lien Notes to certain creditors pursuant to the terms of the Plan of Reorganization. The First Lien Notes are due in 2022.

The notes co-issuers will pay interest quarterly on the First Lien Notes at a rate per annum, reset quarterly, equal to the sum of LIBOR (as defined in the indenture), with a floor of 1.00%, and 3.5%.

The First Lien Notes will be senior secured obligations of the notes co-issuers and rank equally and ratably in right of payment with all existing and future senior obligations and senior to all future subordinated indebtedness. The First Lien Notes will be guaranteed on a senior secured basis by the subsidiary guarantors that guarantee indebtedness under the senior secured credit facilities and secured by a first-priority security interest, subject to permitted liens, in the collateral that also secures the senior secured credit facilities. None of VICI REIT, our Operating Partnership or certain subsidiaries of VICI PropCo, including CPLV and its subsidiaries, will be subject to the covenants of the indenture governing the First Lien Notes or will be guarantors of the First Lien Notes.

The indenture governing the First Lien Notes will contain covenants that limit the notes co-issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries.

The First Lien Notes will be redeemable at VICI PropCo’s option, in whole, on or prior to the six-month anniversary of the issuance of such notes at a price equal to 100% of the principal amount of the First Lien Notes so redeemed plus accrued and unpaid interest to the redemption date and thereafter, at a price equal to 100% of the principal amount of the First Lien Notes so redeemed and, (i) prior to the first anniversary of the issuance of such notes, a “make-whole” premium and (ii) thereafter, a prepayment premium equal to (a) 3% of the amount redeemed on and after the first anniversary of such issuance, (b) 2% of the amount redeemed on and after the second anniversary of such issuance, (c) 1% of the amount redeemed on and after the third anniversary of such issuance and (d) 0% on and after the fourth anniversary of such issuance plus accrued and unpaid interest to the redemption date. In addition, it is expected that prior to the first anniversary of such issuance, up to 35% of the original aggregate principal amount of the First Lien Notes may be redeemed at VICI PropCo’s option with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI REIT, at a price equal to 100% of the principal amount of the First Lien Notes redeemed plus a premium equal to the interest rate per annum on the First Lien Notes in effect on the date on which notice of redemption is given plus accrued and unpaid interest to the redemption date.

Second Lien Notes

On the Effective Date, the notes co-issuers will issue $766.9 million in aggregate principal amount of Second Lien Notes to certain creditors pursuant to the terms of the Plan of Reorganization. The Second Lien Notes are due in 2023.

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The notes co-issuers will pay interest semi-annually on the Second Lien Notes at a rate per annum of 8.0%.

The Second Lien Notes will be senior secured obligations of the notes co-issuers and rank equally and ratably in right of payment with all existing and future senior obligations and senior to all future subordinated indebtedness. The Second Lien Notes will be guaranteed on a senior secured basis by the subsidiary guarantors that guarantee indebtedness under the senior secured credit facilities or First Lien Notes and secured by a second-priority security interest, subject to permitted liens, in the same collateral that secures the senior secured credit facilities or First Lien Notes. Neither VICI REIT or our Operating Partnership or certain subsidiaries of VICI PropCo, including CPLV and its subsidiaries, will be subject to the covenants of the indenture governing the Second Lien Notes or will be guarantors of the Second Lien Notes.

The indenture governing the Second Lien Notes will contain covenants that limit the notes co-issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries.

The Second Lien Notes are expected to be redeemable at VICI PropCo’s option, in whole or in part, at any time, from time to time, at a price equal to 100% of the principal amount of the Second Lien Notes so redeemed and, (1) prior to the third anniversary of the issuance of such Notes, a “make-whole” premium and (2) thereafter, a prepayment premium equal to (y) 4% of the amount redeemed on and after the third anniversary of such issuance, and (z) 0% on and after the fourth anniversary of such issuance plus accrued and unpaid interest to the redemption date. In addition, it is expected that prior to the third anniversary of such issuance, up to 35% of the original aggregate principal amount of the Second Lien Notes may be redeemed at VICI PropCo’s option with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI REIT, at a price equal to 108% of the principal amount of the Second Lien Notes redeemed plus accrued and unpaid interest to the redemption date.

CPLV Loans

CPLV CMBS Debt

On the Effective Date, CPLV will borrow the CPLV CMBS Debt which consists of asset-level real estate mortgage financing from various third-party financial institutions. The proceeds of such financing will be $1,550.0 million in cash, which will be distributed to certain of CEOC’s creditors pursuant to the terms of the Plan of Reorganization.

The CPLV CMBS Debt will be secured by all of the assets of CPLV, including, but not limited to, CPLV’s (1) fee interest (except as provided in (2)) in and to CPLV, (2) leasehold interest with respect to Octavius Tower, and (3) interest in the CPLV Lease Agreement and all related agreements, including the Lease Agreements. The CPLV CMBS Debt will be a first priority lien, subject only to permitted encumbrances (which shall be set forth in the loan documentation), and an obligation to repay a specified sum with interest, which will be determined prior to or on the Effective Date. The CPLV CMBS Debt will be evidenced by one or more promissory notes and secured by, among other things, a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee and/or leasehold interest of the CPLV.

The Operating Partnership will provide a customary non-recourse carve-out guaranty with respect to the CPLV CMBS Debt.

The loan documents governing the CPLV CMBS Debt will contain covenants limiting CPLV’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates;

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(iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests.

CPLV Mezzanine Debt

On the Effective Date, three direct and indirect special-purpose parent entities of CPLV will borrow the CPLV Mezzanine Debt from various third-party financial institutions. The CPLV Mezzanine Debt will consist of three tranches: senior, intermediate and junior, in an amount of $200.0 million, $200.0 million and $250.0 million, respectively. The proceeds from such financing will be distributed to certain of CEOC’s creditors pursuant to the terms of the Plan of Reorganization. The junior tranche of the CPLV Mezzanine Debt is subject to the Mandatory Mezzanine Conversion described under “Summary—The Restructuring.”

Each tranche of CPLV Mezzanine Debt will be secured by each borrower’s equity interests in its direct wholly-owned subsidiary.

The Operating Partnership will provide a customary non-recourse carve-out guaranty with respect to the CPLV Mezzanine Debt.

The loan documents governing the CPLV Mezzanine Debt will contain covenants limiting each borrower’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests.

Capital Expenditures

We may agree, at CEOC’s request, to fund the cost of certain capital improvements on arms-length terms and conditions, which may include an agreed upon increase in rent under the Lease Agreements. Otherwise, except as described below in connection with a deconsolidation event, capital expenditures for the properties leased under the Lease Agreements are the responsibility of the tenants. The Lease Agreements require the tenants to spend on an annual basis (A) a minimum of $100.0 million in capital expenditures on a collective basis across CEOC’s assets, including the properties leased from us, with no more than $25.0 million incurred with respect to any services entity nor more than $10.0 million incurred in certain CEOC properties listed in the Lease Agreements, and (B) for each of the properties covered by the CPLV Lease Agreement and the properties covered by the Non-CPLV Lease Agreement and the Joliet Lease Agreement, in each case, an amount equal to at least 1% of actual revenue (from the prior year) generated by CPLV facilities and the other properties, as applicable, on capital expenditures that constitute installation or restoration and repair or other improvements of items with respect to the leased properties under the Lease Agreements. In addition, the Lease Agreements require the tenants to spend on a triennial basis (A) expend a minimum of $495.0 million in capital expenditures across CEOC’s assets, including the properties leased from us, with no more than $75.0 million incurred with respect to any services entity nor more than $30.0 million incurred in certain CEOC properties listed in the Lease Agreements, and (B) expend a minimum of $350.0 million in capital expenditures across CEOC’s assets, including the properties leased from us and excluding capital expenditures for any services entity, foreign subsidiaries and unrestricted subsidiaries of CEOC, gaming equipment, corporate shared services and properties not included in the Lease Agreements. These amounts, in each case, may be decreased under the same circumstances as with respect to the annual requirement. Further, with respect to the requirement to expend a minimum of $350.0 million in capital expenditures, such capital expenditures will be allocated as follows: (i) $84.0 million to the facilities covered by the CPLV Lease Agreement; (ii) $255.0 million to the facilities covered by the Non-CPLV Lease Agreement and the Joliet Lease Agreement; and (iii) the balance to facilities covered by any Lease Agreement in such proportion as CEOC may elect.

Pro Forma Contractual Obligations and Commitments

Information concerning our pro forma obligations and commitments to make future payments under contracts such as our anticipated indebtedness and future minimum lease commitments under operating leases is

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included in the following table. This table does not include commitments related to operating lease obligations that are variable in nature and as such does not show the total anticipated payments that we will incur in connection with operating leases over five years following the Effective Date. This table gives effect to the PropCo Equity Election.