VICI PROPERTIES INC. (Form: 8-K, Received: 11/29/2017 16:45:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 29, 2017 (November 29, 2017)

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VICI Properties Inc.

(Exact Name of Registrant as Specified in its Charter)

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Maryland	000-55791	81-4177147
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8329 W. Sunset Road, Suite 210

Las Vegas, Nevada 89113

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 820-3800

Not Applicable

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

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




☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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




☐	Emerging growth company

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

Item 1.01 Entry into a Material Definitive Agreement.

Purchase of Harrah’s Las Vegas Property

Purchase and Sale Agreement

On November 29, 2017 (the “Effective Date”), an indirect wholly owned subsidiary (the “Harrah’s Purchaser”) of VICI Properties Inc. (the “Company”), and Harrah’s Las Vegas, LLC (the “Harrah’s Seller”), a subsidiary of Caesars Entertainment Corporation (“CEC”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”), pursuant to which the Harrah’s Purchaser agreed to acquire from the Harrah’s Seller all of the land and real property improvements associated with Harrah’s Las Vegas Hotel & Casino (the “Harrah’s Las Vegas Property”). Harrah’s Seller will form a new entity (“HLV Owner”), which will at the time of closing of the transaction be the owner of the Harrah’s Las Vegas Property, and Harrah’s Purchaser will acquire the membership interests of HLV Owner for a purchase price of $1,136,200,000. The purchase of the Harrah's Las Vegas Property and the sale of the Eastside Property, defined below, are conditional on each other and are expected to close in December 2017, subject to closing conditions.The Company has obtained committed financing in the form of incremental term loans as a separate facility or separate tranche under that certain first lien credit agreement, dated as of October 6, 2017 and as in effect on the date hereof, by and among VICI Properties 1 LLC, as borrower, Wilmington Trust, National Association, as administrative agent and the other financial institutions from time to time party thereto pursuant to a commitment letter entered into by and among the Company, Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., dated as of November 29, 2017.

On November 29, 2017, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Lease Agreement

On the date of the closing of the purchase of the Harrah’s Las Vegas Property (the “Closing Date”), HLV Owner, as landlord, will enter into an amended and restated lease with the Harrah’s Seller, as tenant, whereby the Harrah’s Seller will lease back the Harrah’s Las Vegas Property from HLV Owner (“Lease Agreement”). Under the terms of the Lease Agreement, the Harrah’s Seller will be primarily responsible for ongoing costs relating to the property, including property taxes, insurance, and maintenance and repair costs that arise from the use of the property and the Harrah’s Seller will be required to continue to invest in the property and related equipment ($171 million for the period commencing January 1, 2017 and ending December 31, 2021).

The Lease Agreement will have an initial 15 year term with four five-year renewal terms exercisable at the option of the Harrah’s Seller (subject to certain conditions) and will provide for a fixed base rent for each of the first seven years of the lease term equal to $87.4 million. In the eighth year of the lease rent is split into an 80% fixed base rent component and 20% variable rent component, which is adjusted periodically from time to time. In addition, the Lease Agreement will contain a fixed annual rent escalator on the base rent equal to (i) 1% commencing in the second year of the lease and (ii) the greater of 2% and the increase in the Consumer Price Index commencing in the sixth year of the lease; provided that if the increase in clause (ii) results in an EBITDAR to Rent Ratio (as defined in the Lease) of less than 1.6:1, then the annual escalator will be such lower amount to achieve a 1.6:1 ratio (but in no event result in rent being lower than the prior lease year’s rent).

Guaranty of Lease

On the Closing Date, HLV Owner and an entity to be known as Caesars Resort Collection, LLC (“CRC”), will enter into a Guaranty of Lease whereby, among other things, CRC will guaranty the Harrah’s Seller’s payment obligations under the Lease Agreement.

Sale of Eastside Property

Sale Agreement

On the Effective Date, Vegas Development LLC, an indirect wholly owned subsidiary of the Company (the “Land Seller”), and Eastside Convention Center, LLC, a subsidiary of CEC (the “Land Purchaser”), entered into a Purchase and Sale Agreement (the “Sale Agreement”), pursuant to which the Land Purchaser agreed to acquire from the Land Seller approximately 18 acres of certain parcels located in Las Vegas, Nevada, east of the Harrah’s Las Vegas Property (the “Eastside Property”), with Land Purchaser acquiring all of the Land Seller’s membership interests in Vegas Development Land Owner LLC (“Eastside Owner”), which at the time of the closing of the transaction will be the owner of the Eastside Property. The purchase price for the membership interests in Eastside Owner is $73,600,000.

Put/Call Agreement

On the Closing Date, the Harrah’s Purchaser and 3535 LV NEWCO, LLC and a to-be-determined entity, each of which is a subsidiary of CEC (collectively, “Owner”), which Owner, as of the Closing Date, will be the owners of certain parcels of real property located adjacent to the Harrah’s Las Vegas Property (including the Eastside Property) (collectively, the “Designated Property”), all or a portion of which Designated Property may in the future be improved by a convention center (in such case, the “Convention Center Property”), will enter into a put-call right agreement (the “Put-Call Right Agreement”), which provides Harrah’s Purchaser and Owner with certain rights and obligations in connection with: (i) the sale by Owner to the Harrah’s Purchaser and simultaneous leaseback by the Harrah’s Purchaser to Owner of the Convention Center Property, (ii) in the event the transactions described in item (i) are triggered by Owner and such transactions do not close for reasons other than a default by Owner or failure to obtain any required regulatory approvals (among other things), and Owner so elects, the sale by the Harrah’s Purchaser to Owner of the Harrah’s Las Vegas Property, and (iii) a right of first refusal in favor of the Harrah’s Purchaser to purchase a convention center of a certain size or certain other income-producing property that may be constructed by Owner or an affiliate thereof located on a portion of the Designated Property, all on and subject to the terms and conditions set forth in the Put-Call Right Agreement, and, in connection with the right of first refusal described in item (iii), in the ROFR Amendment described below.

Guaranty

On the Effective Date, VICI Properties 1 LLC, a wholly owned subsidiary of the Company (“VICI I”), delivered a Guaranty (the “Guaranty”), in which VICI I guaranteed to the Harrah’s Seller the payment in full of any Seller Liquidated Damages Amount (as defined in the Purchase Agreement) and to the Land Purchaser the payment of losses resulting from the breach by Land Seller of Seller’s Warranties (as defined in the Sale Agreement) under the Sale Agreement.

Amended and Restated Right of First Refusal Agreement

On the Closing Date, VICI Properties L.P., a wholly-owned subsidiary of the Company (“Propco”), and CEC will enter into an Amended and Restated Right of First Refusal Agreement (the “ROFR Amendment”) pursuant to which Propco will have a right of first refusal on any sale leaseback by CEC of the gaming facilities of Centaur Holdings, LLC, which are proposed to be acquired by CEC, and certain income-producing improvements if built by Land Purchaser in lieu of a large-scale convention center on the Eastside Property, subject to certain exclusions.

Common Stock Purchase Agreement

On the Effective Date, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”), with certain of its existing investors (collectively, the “Initial Purchasers”). Pursuant to the terms of the Common Stock Purchase Agreement, the Company has agreed to sell, contemporaneously with the consummation of the previously disclosed acquisition of the Harrah’s Las Vegas Property, approximately 45.946 million shares (the “Shares”) of its common stock, par value $0.01 (the “Common Stock”) to the Initial Purchasers at a price of $18.50 per Share in a private transaction, for gross proceeds of $850,000,000. The net proceeds from the transaction will be used to partially fund the purchase price for the Harrah’s Las Vegas Property and for working capital and general corporate purposes.

Pursuant to the terms of the Common Stock Purchase Agreement, for a period of seven business days following execution of the Common Stock Purchase Agreement, the Company may, in its sole discretion, permit one or more additional existing investors in the Company to become a party to the Common Stock Purchase Agreement and increase the total investment amount to up to $1,000,000,000. In addition, if by such date one or more existing investors in the Company agrees to purchase an aggregate amount of $850,000,000 of common stock at a price of at least $19.00 per share, the Initial Purchasers can elect to invest at such price up to fifty percent (50%) of their initial allocation. The Initial Purchasers will receive a 2% put option premium at the closing or upon the termination of the Common Stock Purchase Agreement.

The consummation of the transactions contemplated by the Common Stock Purchase Agreement is subject to the closing of the Company’s acquisition of the Harrah’s Las Vegas Property and other customary conditions. At the closing of the Common Stock Purchase Agreement, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) which will provide, among other things, for the Company to file a shelf registration statement for the benefit of the investors within 75 days following the closing. The Common Stock Purchase Agreement also contains customary representations, warranties and indemnification provisions.

On November 29, 2017, the Company issued a press release announcing the entry into the Common Stock Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Repurchase of Mezzanine Debt

On the Effective Date, VICI I entered into agreements to purchase $200 million aggregate principal amount of Caesars Palace Las Vegas (“CPLV”) mezzanine A debt and $200 million aggregate principal amount of CPLV mezzanine B debt at a purchase rate of 109.5% plus accrued and unpaid interest from the existing holders of such debt (the “Holders”), contingent upon obtaining financing with an interest rate of no greater than LIBOR + 2.75% and with Original Issue Discount of no more than 25bps, and the closing of such purchases occurring on before December 31, 2017. As an affiliate of CPLV, VICI 1's lender rights are limited under an intercreditor agreement.

On November 29, 2017, the Company issued a press release announcing the entry into the CPLV mezzanine loan repurchase agreements. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreement, the Sale Agreement and the Common Stock Purchase Agreement were made only for purposes of those agreements and as of the specific dates set forth therein, and were solely for the benefit of the parties to such agreements and are subject to certain limitations as agreed upon by the parties. In addition, the representations, warranties and covenants contained in these agreements may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of these agreements and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company or any other party or property.

Item 3.02 Unregistered Sales of Equity Securities.

The description of the transactions contemplated by the Common Stock Purchase Agreement set forth in Item 1.01 is incorporated into this Item 3.02 by reference. The transactions contemplated by the Common Stock Purchase Agreement will result in aggregate gross proceeds to the Company of $850,000,000, subject to potential increase up to $1,000,000,000 before deducting transaction expenses. The Company expects to pay an aggregate fee to its financial advisor equal to 1.5% of the aggregate gross proceeds received by the Company under the Common Stock Purchase Agreement. The Shares are being offered and sold in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 506(c) of Regulation D promulgated thereunder.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements can be identified by the use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks that the Company may be unable to complete its acquisition of the Harrah’s Las Vegas Property; risks that the Company may not achieve the benefits contemplated by the acquisition of the Harrah’s Las Vegas Property and the related transactions; and risks that not all potential risks and liabilities have been identified in the Company’s due diligence of the Harrah’s Las Vegas Property. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Other important risk factors that may affect the Company’s business, results of operations and financial position are discussed in its Form 10 registration statement, as amended, most recently filed Quarterly Report on Form 10-Q, its Current Reports on Form 8-K and other Securities and Exchange Commission filings. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




Exhibit No.		Description
99.1	Press release dated November 29, 2017
99.2	Press release dated November 29, 2017
99.3	Press release dated November 29, 2017

SIGNATURES

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





	VICI PROPERTIES INC.

Date: November 29, 2017	By:	/s/ KENNETH J. KUICK
		Kenneth J. Kuick
		Senior Vice President and Chief Accounting Officer

EXHIBIT 99.1

VICI PROPERTIES INC. TO ACQUIRE REAL ESTATE ASSETS OF HARRAH’S LAS VEGAS FROM CAESARS ENTERTAINMENT IN A SALE LEASEBACK TRANSACTION

- Acquiring Iconic Las Vegas Strip Property at a 7.7% Capitalization Rate -

- Concurrently Selling 18.4 Acres of Undeveloped Land to Caesars -

- Acquisition Expected to be Immediately Accretive -

LAS VEGAS, NEVADA - November 29, 2017 - VICI Properties Inc. (OTC: VICI) (together with its affiliates, “VICI Properties” or the “Company”), an experiential-asset real estate investment trust (“REIT”), today announced it has entered into a definitive agreement with an affiliate of Caesars Entertainment Corporation (NASDAQ: CZR) (collectively “Caesars”) to acquire and lease back the land and real property improvements associated with the iconic Harrah’s Las Vegas Hotel and Casino, located in Las Vegas, Nevada (“Harrah’s Las Vegas”), for approximately $1.14 billion. Simultaneously, VICI Properties entered into a definitive agreement with Caesars to sell approximately 18.4 acres of undeveloped land located behind the LINQ Hotel & Casino and Harrah’s Las Vegas for $73.6 million. The transactions are conditional on each other and are expected to be immediately accretive for VICI Properties.

Harrah’s Las Vegas is a marquee property centrally located on the Las Vegas Strip. The property comprises 4.1 million square feet and contains 90,600 square feet of casino space and 2,530 hotel rooms. The property features a Mardi Gras and carnival theme, with 16 restaurants and bars, retail shopping, spa services, a parking garage, and 24,000 square feet of meeting space.

After closing, a subsidiary of Caesars will lease from VICI Properties the real estate associated with Harrah’s Las Vegas under a 15-year triple-net lease agreement that will have four subsequent five-year renewal periods at the tenant’s option. The tenant’s obligations under the Harrah’s Las Vegas lease would be guaranteed by Caesars Resort Collection LLC.

For the twelve month period ended September 30, 2017, Harrah’s Las Vegas’ unaudited property EBITDA was $132 million and the tenant’s initial annual lease payment will be $87.4 million in the first year after the close, with contractual annual increases thereafter. ¹ Given the triple-net lease structure and the capital expenditure requirements of the tenant (which include a minimum of $171 million to be spent from 2017 to 2021), combined with VICI Properties not having to incur any incremental property management fees, substantially all of the lease payment is expected to represent the Company’s annual Net Operating Income (“NOI”) from the property.

The approximate 18.4 acres of undeveloped land is located adjacent to Harrah’s Las Vegas behind the LINQ Hotel & Casino and is part of the approximately 46 acres of undeveloped land on the east side of Las Vegas Boulevard that is owned by VICI Properties. It is expected that Caesars will use the 18.4 acres together with certain other land to construct a convention center adjacent to Harrah’s Las Vegas.

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¹ On an unaudited basis, net revenue at the property increased from $318 million in 2014 to $364 million in the twelve month period ended September 30, 2017. Over that same time period, unaudited property EBITDA increased from $80 million to $132 million. Property capital expenditures on an aggregate basis for 2016 and 2017 are expected to total approximately $100 million.

EXHIBIT 99.1

Ed Pitoniak, Chief Executive Officer of VICI Properties, said, “These transactions illustrate the growth potential provided by our partnership with Caesars. By acquiring the Harrah’s Las Vegas real estate, we improve our portfolio with an iconic Las Vegas center strip asset at a very attractive cap rate on in-place NOI, while also increasing our overall portfolio exposure to Las Vegas. Caesars has done a great job investing in and operating the property, and we are excited about their vision for the property’s continuing growth and improvement. We are also monetizing a portion of our Las Vegas undeveloped land portfolio in a way that potentially enables us to add high-value rent income in the future. Once the financing of these transactions is executed, we will be in a position to demonstrate the net effect on our leverage, accretion and overall cost of capital.”

Also as part of the transactions, VICI Properties and Caesars will enter into a put/call agreement at closing that would be exercisable at a specified time after the opening of the planned convention center, providing the Company a potential opportunity for future NOI growth. Additional information regarding the put/call agreement, among other things, will be set forth in the Form 8-K filed with the Securities and Exchange Commission.

Additionally, VICI Properties and Caesars amended the Right of First Refusal Agreement (“ROFR Agreement”) to, among other things, include a right of first refusal on a future sale-leaseback of the properties Caesars has recently agreed to acquire from Centaur Holdings, LLC (“Centaur Holdings”). Under the terms of the VICI Properties spin-off from Caesars Entertainment Operating Company, Inc. (“CEOC”), the Centaur Holdings properties were the only properties specifically excluded from the ROFR Agreement, which provides both VICI Properties and Caesars with certain rights of first refusal on future acquisitions of domestic gaming facilities located outside of the Gaming Enterprise District of Clark County, Nevada, or Greater Las Vegas, proposed to be owned or developed by Caesars or VICI Properties.

The transactions are subject to closing conditions and are currently expected to close in December 2017.

VICI Properties has secured debt financing commitments from Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., subject to customary conditions. The Company also may pursue certain equity and debt financing transactions to enhance its cost of capital in connection with, or separate from, such financing.

Stifel is acting as Lead Strategic Advisor, Millstein & Co., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC are acting as financial advisors, Kramer Levin Naftalis & Frankel LLP is acting as legal advisor and ICR, LLC is acting as communications advisor, to VICI Properties for the transactions described herein.

About VICI Properties

VICI Properties is an experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including the world-renowned Caesars Palace. VICI Properties’ national, geographically diverse portfolio consists of 19 gaming facilities comprising 32.5 million square feet and features approximately 12,000 hotel rooms and more than 150 restaurants, bars and nightclubs. Its properties are leased to leading brands such as Caesars, Horseshoe, Harrah’s and Bally’s, which prioritize customer loyalty and value through great service, superior products and constant innovation. VICI Properties also owns four championship golf courses and 53 acres of undeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s highest quality and most productive experiential real estate portfolio. For additional information, please visit www.viciproperties.com.

Forward-Looking Statements

EXHIBIT 99.1

All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks that the Company may be unable to complete its acquisition of Harrah’s Las Vegas; risks that the Company may not achieve the benefits contemplated by the acquisition of Harrah’s Las Vegas and the related transactions; and risks that not all potential risks and liabilities have been identified in the Company’s due diligence of Harrah’s Las Vegas. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Other important risk factors that may affect the Company’s business, results of operations and financial position are discussed in its Form 10 registration statement, as amended, most recently filed Quarterly Report on Form 10-Q, its Current Reports on Form 8-K and other Securities and Exchange Commission filings. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investor Contacts:

Investors@viciproperties.com

(725) 201-6414

ICR

Jacques Cornet

Jacques.Cornet@icrinc.com

Media Contacts:
PR@viciproperties.com

(725) 201-6414

ICR

Phil Denning and Jason Chudoba

Phil.Denning@icrinc.com , (646) 277-1258

Jason.Chudoba@icrinc.com , (646) 277-1249

EXHIBIT 99.2

VICI PROPERTIES INC. ANNOUNCES $850 MILLION COMMON STOCK PRIVATE PLACEMENT

LAS VEGAS, NEVADA - November 29, 2017 - VICI Properties Inc. (OTC: VICI) (“VICI Properties” or the “Company”), an experiential-asset real estate investment trust, today announced that it has entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with certain of its existing investors (the “Initial Purchasers”), pursuant to which the Company agreed to issue approximately 45.946 million shares of common stock at $18.50 per share for gross proceeds of $850 million. The net proceeds will be used to partially fund the Company’s announced acquisition of the land and real estate assets of the iconic Harrah’s Las Vegas Hotel and Casino in a sale leaseback transaction (“Harrah’s Las Vegas”) and for working capital and general corporate purposes. The sale of common stock is conditioned on the closing of the acquisition and customary conditions, including entry into a registration rights agreement that provides, among other things, for the Company to file a shelf registration statement for the benefit of the investors within 75 days following the closing.

Pursuant to the terms of the Purchase Agreement, VICI Properties may, until December 8, 2017, at its sole discretion, permit one or more additional existing investors to become a party to the Purchase Agreement and increase the investment amount up to $1 billion. In addition, if by such date one or more existing investors in the Company agrees to purchase $850 million of common stock at a price per share of at least $19.00, the Initial Purchasers can elect to invest at such price up to a certain pre-determined minimum allocation.

The shares of common stock to be offered and sold to the purchasers pursuant to the Purchase Agreement are being offered and sold in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The shares will not be registered under the Securities Act, and may not be offered or sold by the purchasers in the United States, absent registration or an applicable exemption from registration requirements. This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About VICI Properties

EXHIBIT 99.2

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks that the Company may be unable to complete its acquisition of Harrah’s Las Vegas and the private placement transaction; risks that the Company may not achieve the benefits contemplated by the acquisition of Harrah’s Las Vegas and the related transactions; and risks that not all potential risks and liabilities have been identified in the Company’s due diligence of Harrah’s Las Vegas. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Other important risk factors that may affect the Company’s business, results of operations and financial position are discussed in its Form 10 registration statement, as amended, most recently filed Quarterly Report on Form 10-Q, its Current Reports on Form 8-K and other Securities and Exchange Commission filings. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investor Contacts:

Investors@viciproperties.com

(725) 201-6414

ICR

Jacques Cornet

Jacques.Cornet@icrinc.com

Media Contacts:
PR@viciproperties.com

(725) 201-6414

ICR

Phil Denning and Jason Chudoba

Phil.Denning@icrinc.com , (646) 277-1258

Jason.Chudoba@icrinc.com , (646) 277-1249

EXHIBIT 99.3

VICI PROPERTIES INC. ANNOUNCES EXECUTION OF CAESARS PALACE MEZZANINE LOAN REPURCHASE AGREEMENTS

LAS VEGAS, NEVADA - November 29, 2017 - VICI Properties Inc. (OTC: VICI) (“VICI Properties” or the “Company”), an experiential-asset real estate investment trust, today announced that it has entered into agreements with the holders of Caesars Palace senior and intermediate mezzanine loans, pursuant to which the Company is able to purchase before December 31, 2017 $400 million in principal amount of such loans at 109.5% of the principal amount thereof plus accrued and unpaid interest (the “Mezzanine Repurchase”). Among other conditions, the purchase is subject to the Company obtaining acceptable debt financing to fund the repurchase, which it may seek to obtain separate from or in conjunction with a potential refinancing of certain of its existing first lien indebtedness.

About VICI Properties

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Other important risk factors that may affect the Company’s business, results of operations and financial position are discussed in its Form 10 registration statement, as amended, most recently filed Quarterly Report on Form 10-Q, its Current Reports on Form 8-K and other Securities and Exchange Commission filings. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

EXHIBIT 99.3

Investor Contacts:

Investors@viciproperties.com

(725) 201-6414

ICR

Jacques Cornet

Jacques.Cornet@icrinc.com

Media Contacts:
PR@viciproperties.com

(725) 201-6414

ICR

Phil Denning and Jason Chudoba

Phil.Denning@icrinc.com , (646) 277-1258

Jason.Chudoba@icrinc.com , (646) 277-1249