8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 18, 2021

VICI Properties Inc.

(Exact Name of Registrant as Specified in its Charter)

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

535 Madison Avenue, 20th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

☐      Emerging growth company

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

Item 8.01. Other Events

Universal Shelf Registration Statement and ATM Prospectus Supplement

On November 18, 2021, VICI Properties Inc., a Maryland corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (File No. 333-261180) (the “Registration Statement”), which became immediately effective upon filing. The Registration Statement was filed to replace the Company’s previous shelf registration statement on Form S-3 (File No. 333-259388) (the “Prior Registration Statement”).

On November 18, 2021, the Company also filed with the SEC a prospectus supplement pursuant to the Registration Statement that replaces a prospectus supplement that was originally filed pursuant to the Prior Registration Statement and relates to the Company’s at-the-market offering program (the “ATM prospectus supplement”).

In connection with the filing of the replacement ATM prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Hogan Lovells US LLP, regarding the legality of the securities being registered under the prospectus supplement.

Equity Distribution Agreement

On November 18, 2021, the Company and VICI Properties L.P. (the “Operating Partnership”) entered into Amendment No. 1, dated November 18, 2021 (“Amendment No. 1”), with Citigroup Global Markets Inc., BofA Securities, Inc., Robert W. Baird & Co. Incorporated, Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, a “Manager” and together, the “Managers”), and Citigroup Global Markets Inc., BofA Securities, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (or their respective affiliates), as forward purchasers (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”) to the Equity Distribution Agreement, dated May 27, 2021 (as amended, the “Equity Distribution Agreement”), pursuant to which the Company may sell, from time to time, up to an aggregate gross sales price of $1,000,000,000 of the Company’s common stock, $0.01 par value per share (the “Common Stock”), through the Managers, acting as the Company’s sales agent, or if applicable, as Forward Sellers (as defined below), or directly to the Managers as principals for their own accounts.

Amendment No. 1, among other things, amends the Equity Distribution Agreement in order to appoint JPMorgan Chase Bank, National Association, New York Branch as a Forward Purchaser.

Prior to Amendment No. 1, the Company had not sold shares of Common Stock under the Equity Distribution Agreement.

Sales, if any, of the Common Stock made through the Managers, as the Company’s sales agents, or as Forward Sellers pursuant to the Equity Distribution Agreement, may be made in “at the market” offerings (as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)), by means of ordinary brokers’ transactions on the New York Stock Exchange or sales made to or through market makers at market prices prevailing at the time of sale, and in privately negotiated transactions, which may include block trades, as the Company and any Manager may agree. The Company also may sell Common Stock to any Manager as principal for its own account. If the Company sells Common Stock to any Manager as principal, it will enter into a separate terms agreement (each, a “Terms Agreement”, and together, the “Terms Agreements”) setting forth the terms of such transaction.

The Common Stock sold in the offering will be issued pursuant to the ATM prospectus supplement and the accompanying base prospectus dated November 18, 2021, forming part of the Registration Statement.

Other terms of the offering are described in the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2021, which is incorporated by reference herein. The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement in the Equity Distribution Agreement and Amendment No. 1 and also agreed to indemnify the Managers against certain liabilities, including liabilities under the Securities Act. The foregoing description of the Equity Distribution Agreement and Amendment No. 1 does not purport to be complete and is subject to, and is qualified in its entirety by reference to, Amendment No. 1 attached hereto as Exhibit 1.1 and the original Equity Distribution Agreement, which is attached as Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on May 27, 2021, each of which are incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Amendment No.1 to Equity Distribution Agreement, dated November 18, 2021, by and among the Company, the Operating Partnership and Citigroup Global Markets Inc., BofA Securities, Inc., Robert W. Baird & Co. Incorporated, Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers, and each of Citibank, N.A., Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Morgan Stanley & Co. LLC, Truist Bank and Wells Fargo, National Association, each in its capacity as a forward purchaser
5.1	Opinion of Hogan Lovells US LLP regarding legality of the shares registered
23.1	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	VICI PROPERTIES INC.
Date: November 18, 2021	By:	/s/ Samantha S. Gallagher
		Samantha S. Gallagher
		Executive Vice President, General Counsel and Secretary

EX-1.1

Exhibit 1.1

VICI PROPERTIES INC.

COMMON STOCK (PAR VALUE $0.01 PER SHARE)

AMENDMENT NO. 1 TO

EQUITY DISTRIBUTION AGREEMENT

November 18, 2021

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

AMENDMENT NO. 1, dated as of the 18^th day of November, 2021 (the “Amendment No. 1”), by and among VICI Properties Inc., a Maryland corporation (the “Company”), VICI Properties L.P., a Delaware limited partnership (the “Operating Partnership”), and (i) Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents, forward sellers (except in the case of Robert W. Baird & Co. Incorporated and Stifel, Nicolaus & Company, Incorporated) and/or principals (each, a “Manager,” and collectively, the “Managers”) and (ii) each of Citibank, N.A., Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Morgan Stanley & Co. LLC, Truist Bank and Wells Fargo, National Association (each, a “Forward Purchaser,” and collectively, the “Forward Purchasers”), to that certain Equity Distribution Agreement, dated May 27, 2021 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company, the Operating Partnership, Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc., Wells Fargo Securities, LLC, Citibank, N.A., Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Truist Bank and Wells Fargo, National Association are parties to the Agreement (the “Original Parties”) pursuant to which the Company may (i) issue and sell through or to the Managers, as sales agents and/or principals, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and/or (ii) instruct the relevant Managers, as forward sellers to offer and sell borrowed shares of Common Stock, having an aggregate gross sales price of up to $1,000,000,000, from time to time during the term of the Agreement.

WHEREAS, as of the date of this Amendment No. 1 shares of the Company’s Common Stock having an aggregate gross sales price of up to $1,000,000,000 remain available for issuance and sale under the Agreement.

WHEREAS, the Original Parties wish to amend the Agreement, among other things, in order to permit J.P. Morgan Securities LLC to act as a forward seller and JPMorgan Chase Bank, National Association, New York Branch to act as a Forward Purchaser under the Agreement and to modify the definition of certain defined terms set forth in the Agreement and used therein related to such appointment, and J.P. Morgan Securities LLC wishes to become a forward seller and JPMorgan Chase Bank, National Association, New York Branch wishes to become party to and Forward Purchaser under the Agreement, in each case with effect on and after November 18, 2021 (the “Effective Date”); and

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WHEREAS, prior to the Effective Date, the Company conducted the transactions contemplated by the Agreement pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-256524) (the “Prior Registration Statement”), including a base prospectus dated May 27, 2021 (the “Prior Base Prospectus”) and a prospectus supplement dated May 27, 2021 (the “Prior Prospectus Supplement”), relating to the Shares (as defined the Agreement);

WHEREAS, the Company has prepared an automatic shelf registration statement (the “2021 Registration Statement”) on Form S-3ASR (File No. 333-261180), including a base prospectus dated November 18, 2021 (the “2021 Base Prospectus”), relating to certain securities, including the Common Stock, to be issued from time to time from the Company, and a prospectus supplement dated November 18, 2021 (the “2021 Prospectus Supplement”), specifically relating to the Shares;

WHEREAS, from the Effective Date, the transactions contemplated by the Agreement are to be conducted pursuant to the 2021 Registration Statement, the 2021 Base Prospectus and the 2021 Prospectus Supplement; and

WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment.

NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:

Section 1. Definitions. Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

Section 2. Representation and Warranty. Each of the Company and the Operating Partnership, jointly and severally, represent and warrant to the Managers and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Operating Partnership.

Section 3. Amendment of the Agreement.

(a) On and after the Effective Date, references to the “Registration Statement” shall cease to refer to the Prior Registration Statement and shall instead refer to the 2021 Registration Statement.

(b) On and after the Effective Date, references to the “Base Prospectus” shall cease to refer to the Prior Base Prospectus and shall instead refer to the 2021 Base Prospectus.

(c) On and after the Effective Date, references to the “Prospectus Supplement” shall cease to refer to the Prior Prospectus Supplement and shall instead refer to the 2021 Prospectus Supplement.

(d) On and after the Effective Date, the references to “forward seller” in the Agreement shall refer to each of Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC.

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(e) On and after the Effective Date, the references to “Forward Purchaser” in the Agreement shall refer to each of Citibank, N.A., Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Morgan Stanley & Co. LLC, Truist Bank and Wells Fargo, National Association.

(f) The cover of the Agreement is amended to include the name and address of JPMorgan Chase Bank, National Association, New York Branch, as follows, in addition to the names and addresses of the Forward Purchasers:

JPMorgan Chase Bank, National Association, New York Branch

383 Madison Avenue

New York, New York 10179

(g) Section 10 of the Agreement is amended to include “JPMorgan Chase Bank, National Association, New York Branch, 383 Madison Avenue, 6th Floor, New York, New York 10179, Attention: EDG Marketing Support (email: edg_notices@jpmorgan.com; edg_ny_corporate_sales_support@jpmorgan.com), with a copy to Stephanie Little (email: stephanie.y.little@jpmorgan.com);

(h) The first paragraph of Annex I of the Agreement is amended in its entirety as follows:

“VICI Properties Inc., a Maryland corporation (the “Company”), and VICI Properties L.P., a Delaware limited partnership (the “Operating Partnership”), propose, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated May 27, 2021, as amended by Amendment No. 1 to Equity Distribution Agreement, dated November 18, 2021 (as so amended, the “Equity Distribution Agreement”), between the Company and the Operating Partnership, on the one hand, and (i) Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents, forward sellers (except in the case of Robert W. Baird & Co. Incorporated and Stifel, Nicolaus & Company, Incorporated) and/or principals and (ii) Citibank, N.A., Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Morgan Stanley & Co. LLC, Truist Bank and Wells Fargo, National Association as forward purchasers, on the other hand, to issue and sell to [[•] and [•]] the securities specified in the Schedule I hereto (the “Purchased Shares”) [, and solely for the purpose of covering over-allotments, to grant to [[•] and [•]] the option to purchase the additional securities specified in the Schedule I hereto (the “Additional Shares”)].”

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(i) The following paragraph is inserted as the final paragraph of Section 1:

“The Company has entered into a Master Transaction Agreement dated as of August 4, 2021, as amended and supplemented, if applicable, from time to time (the “Master Transaction Agreement”, which term, as used herein, includes all exhibits, schedules and attachments thereto, in each case as amended or supplemented, if applicable, from time to time) with MGM Growth Properties LLC, a Delaware limited liability company (“MGP,” or the “Acquired Company”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (“MGP OP” and, together with MGP, collectively, the “Subject Companies” and, individually, a “Subject Company”), VICI Properties LP, a Delaware limited partnership (“Existing VICI OP”), Venus Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Existing VICI OP (“REIT Merger Sub”), VICI Properties OP LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“New VICI Operating Company”), and MGM Resorts International, a Delaware corporation (“MGM”). It is contemplated that, pursuant to and subject to the terms and conditions of the Master Transaction Agreement, MGP will merge with and into REIT Merger Sub, with REIT Merger Sub surviving the merger (the “REIT Merger”), and immediately thereafter REIT Merger Sub will merge with and into MGP OP, with MGP OP surviving the merger (the “Partnership Merger” and together with the REIT Merger, the “Acquisition”). At the effective time of the Partnership Merger, (i) all of the limited partnership units of MGP OP (other than the limited partnership units in MGP OP held by REIT Merger Sub or any subsidiary of MGP OP), all of which are held by MGM and certain of its subsidiaries, will be converted into the right to receive newly issued limited liability company units of New VICI Operating Company, which will serve as a new operating company for the Company, and (ii) following such conversion, New VICI Operating Company will redeem a majority of the newly issued limited liability company units of New VICI Operating Company held by MGM and/or certain of its subsidiaries for cash consideration.”

(j) Paragraph (nn) of Section 2 is amended in its entirety as follows:

“(nn) (i) The consolidated financial statements of the Company and, to the knowledge of the Company, the Acquired Company included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes thereto, present fairly in all material respects the financial position of the Company and the Acquired Company, respectively, as of the dates shown and their results of operations, stockholders’ equity and cash flows for the periods shown; (ii) the combined statement of investments of real estate assets to be contributed to the Company included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes thereto, presents fairly in all material respects the real estate assets to be contributed to the Company as of the dates shown; and (iii) such financial statement of the Company and, to the knowledge of the Company, of the Acquired Company have been

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prepared in conformity with the generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except to the extent expressly otherwise stated in the related notes thereto, and the supporting schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects in accordance with GAAP the information stated therein

(k) Effective on or after the Effective Date and until the consummation of the Acquisition in accordance with, or the termination of, the Master Transaction Agreement, the following paragraphs are deemed to be included in the Agreement following paragraph (xx) of Section 2:

“(yy) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, to the knowledge of the Company, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Acquired Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

(zz) The Master Transaction Agreement (i) has been duly authorized, executed and delivered by the Company and (ii) is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles; and the Acquisition and compliance by the Company with its obligations under the Master Transaction Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any agreement or instrument, except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any applicable law, rule, regulation, or governmental or court judgment, order, writ or decree.

(aaa) To the knowledge of the Company, all of the representations and warranties made by the parties to the Master Transaction Agreement are true and correct (without giving effect to any limitation as to “materiality” or similar limitation as set forth therein), except that any representations and warranties that expressly speak as of a particular date were true and correct (without giving effect to any limitation as to “materiality” or similar limitation as set forth therein) as of such particular date, except in each case where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect assuming the consummation of the transactions contemplated by the Master Transaction Agreement.”

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(l) Paragraph (n) of Section 4 is amended in its entirety as follows:

“(n) Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a Suspension Period), and each time thereafter that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional or amended financial information, (ii) Shares are delivered to the applicable Manager(s) as principal(s) at a Time of Delivery pursuant to a Terms Agreement, (iii) the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, or (iv) at the Managers’ or the Forward Purchasers’ request and upon reasonable advance notice to the Company, there is filed with the Commission any document which contains financial information incorporated by reference into the Prospectus, the Company shall cause the accountants who certified the financial statements and supporting schedules included in the Registration Statement, the Disclosure Package and the Prospectus (the “Accountants”), or other independent accountants satisfactory to the Managers and the Forward Purchasers, forthwith to furnish the Managers and the Forward Purchasers a letter or letters, dated the date of commencement or recommencement, effectiveness of such amendment, the date of filing of such supplement or other document with the Commission, or the Time of Delivery, as the case may be, in form satisfactory to the Managers and the Forward Purchasers.”

(m) Section 11 is amended in its entirety as follows:

“(a) This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

(b) Notwithstanding the foregoing, in the event that an entity acting as Forward Purchaser (the “Previous Forward Purchaser”) is replaced as a party hereunder by its affiliate (the “New Forward Purchaser”), then, from the date of such transfer/assignment, the New Forward Purchaser shall for all purposes of this Agreement be substituted for the Previous Forward Purchaser as a Forward Purchaser party hereto (as assignee of the Previous Forward Purchaser).”

(n) The section titled “Representations, Warranties and Agreements of Party B” in Section 3 of Annex II to the Agreement is amended to include:

“(w) Solely as it relates to the period prior to issuance and delivery by Party B to Party A of any Shares pursuant to this Confirmation, the right to potentially receive any Shares deliverable pursuant to the terms hereof, if the Settlement Method necessitates the delivery of Shares, shall not constitute ownership” or “Control” of Party B’s “Securities” for the purposes of Article VIII of the Articles.”

(o) Notwithstanding anything to the contrary contained herein, this Amendment No. 1 shall not have any effect on offerings or sales of Shares prior to the Effective Date or, except as otherwise provided herein, on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Agreement prior to the Effective Date.

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Section 4. Applicable Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

Section 5. Entire Agreement. The Agreement, as amended by this Amendment No. 1, supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership, the Managers and the Forward Purchasers with respect to the subject matter hereof.

Section 6. Execution in Counterparts, Electronic Signatures. This Amendment No. 1 may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Delivery of this executed Amendment No. 1 by one party to another may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[SIGNATURE PAGES FOLLOW]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Managers and the Forward Purchasers.

Very truly yours, VICI Properties Inc.
By:	/s/ David A. Kieske
	Name: David A. Kieske
	Title:   Executive Vice President, Chief Financial Officer and Treasurer
VICI Properties L.P. By: VICI Properties GP LLC, its general partner
By:	/s/ David A. Kieske
	Name: David A. Kieske
	Title:   Treasurer

[VICI Properties EDA Amendment - Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Citigroup Global Markets Inc.

By: /s/ Ari Glazer

Name: Ari Glazer

Title:   Managing Director

As Manager

[VICI Properties EDA Amendment – Manager Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Barclays Capital Inc.

By: /s/ Nicholas Cunningham

Name:	Nicholas Cunningham
Title:	Managing Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

BofA Securities, Inc.

By: /s/ Evan Ladouceur

Name:	Evan Ladouceur
Title:	Managing Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Goldman Sachs & Co. LLC

By: /s/ Ryan Cunn

Name:	Ryan Cunn
Title:	Managing Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

J.P. Morgan Securities LLC

By: /s/ Brett Chalmers

Name:	Brett Chalmers
Title:	Vice President

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Morgan Stanley & Co. LLC

By: /s/ Philip Kim

Name:	Philip Kim
Title:	Vice President

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Robert W. Baird & Co. Incorporated

By: /s/ Christopher Walter

Name:	Christopher Walter
Title:	Managing Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Stifel, Nicolaus & Company, Incorporated

By: /s/ John Orem

Name:	John Orem
Title:	Managing Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Truist Securities, Inc.

By:	/s/ Keith Carpenter
Name: Keith Carpenter
Title:   Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Wells Fargo Securities, LLC

By:	/s/ Thomas Yates
Name: Thomas Yates
Title:   Managing Director

As Manager

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Citibank, N.A.

By:	/s/ Eric Natelson
Name: Eric Natelson
Title:   Authorized Signatory

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Barclays Bank PLC

By:	/s/ Nicholas Cunningham
Name: Nicholas Cunningham
Title:   Managing Director

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Bank of America, N.A.

By:	/s/ Jake Mendelsohn
Name: Jake Mendelsohn
Title:   Managing Director

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Goldman Sachs & Co. LLC

By:	/s/ Michael Voris
Name: Michael Voris
Title:   Partner

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

JPMorgan Chase Bank, National Association,

New York Branch

By:	/s/ Brett Chalmers
Name: Brett Chalmers
Title:   Vice President

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Morgan Stanley & Co. LLC

By:	/s/ Philip Kim
Name: Philip Kim
Title:   Vice President

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Truist Bank

By:	/s/ Michael Collins
Name: Michael Collins
Title:   Managing Director

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

The foregoing agreement is

hereby confirmed and accepted

as of the date first written above.

Wells Fargo, National Association

By:	/s/ Thomas Yates
Name: Thomas Yates
Title:   Managing Director

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this agreement

[VICI Properties EDA Amendment – Signature Page]

EX-5.1

Exhibit 5.1

Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com

November 18, 2021

Board of Directors

VICI Properties Inc.

535 Madison Avenue, 20th Floor

New York, New York 10022

Ladies and Gentlemen:

We are acting as counsel to VICI Properties Inc., a Maryland corporation (the “Company”), in connection with the public offering of up to $1,000,000,000 aggregate gross sales price of the Company’s common stock, $0.01 par value per share (the “Offered Shares”), all of which are to be offered and sold by the Company from time to time in accordance with the terms of the Equity Distribution Agreement, originally dated May 27, 2021, as amended by Amendment No. 1, dated the date hereof by and among the Company, VICI Properties L.P., a Delaware limited partnership (the “Operating Partnership”), and each of the persons named on Schedule 1 attached hereto (as so amended, the “Equity Distribution Agreement”), which, among other things, contemplates that the Company may from time to time enter into one or more letter agreements with each of the persons named on Schedule 2 attached hereto (the “Forward Sale Agreements,” and together with the Equity Distribution Agreement, the “Agreements”), the form of which is attached as Annex II of the Equity Distribution Agreement. Pursuant to the Forward Sale Agreements, the Company may issue additional shares of common stock (the “Forward Settlement Shares,” and together with the Offered Shares, the “Shares”), in settlement of the transactions contemplated by the Forward Sale Agreements. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated November 18, 2021 and the accompanying base prospectus dated November 18, 2021 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-261180) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com

This opinion letter is based as to matters of law solely on the applicable provisions of Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that when issued in accordance with the provisions of the Agreements, the Shares will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP

- 2 -

Schedule 1

Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013	J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179
BofA Securities, Inc. One Bryant Park New York, New York 10036	Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202	Stifel, Nicolaus & Company, Incorporated 787 Seventh Avenue, 11th Floor New York, New York 10019
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019	Truist Securities, Inc. 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282	Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152

Schedule 2

Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013	JPMorgan Chase Bank, National Association, New York Branch 383 Madison Avenue New York, New York 10179
BofA Securities, Inc. One Bryant Park New York, New York 10036	Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019	Truist Securities, Inc. 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282	Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152

XML

Document and Entity Information	Nov. 18, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001705696
Document Type	8-K
Document Period End Date	Nov. 18, 2021
Entity Registrant Name	VICI Properties Inc.
Entity Incorporation State Country Code	MD
Entity File Number	001-38372
Entity Tax Identification Number	81-4177147
Entity Address, Address Line One	535 Madison Avenue
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	949-4631
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.01 par value
Trading Symbol	VICI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false