424B5

424B5 1 d342518d424b5.htm 424B5 424B5

The information in this preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-264352-01

Subject to Completion

Preliminary Prospectus Supplement dated April 18, 2022

PROSPECTUS SUPPLEMENT

(To Prospectus dated April 18, 2022)

LOGO

VICI Properties L.P.

$ % Senior Notes Due 20

VICI Properties L.P., a Delaware limited partnership (“VICI LP”), is offering $ aggregate amount of % Senior Notes due 20 (the “20 Notes”), $ aggregate amount of % Senior Notes due 20 (the “20 Notes”), $ aggregate amount of % Senior Notes due 20 (the “20 Notes”), $ aggregate amount of % Senior Notes due 20 (the “20 Notes”) and $ aggregate amount of % Senior Notes due 20 (the “20 Notes” and, together with the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes, the “Notes”).

The 20 Notes will bear interest at a rate of % per annum and will mature on , 20 . The 20 Notes will bear interest at a rate of % per annum and will mature on , 20 . The 20 Notes will bear interest at a rate of % per annum and will mature on , 20 . The 20 Notes will bear interest at a rate of % per annum and will mature on , 20 . The 20 Notes will bear interest at a rate of % per annum and will mature on , 20 .

Interest on the 20 Notes will be payable in cash in arrears on and of each year, beginning on , 2022. Interest on the 20 Notes will be payable in cash in arrears on and of each year, beginning on , 2022. Interest on the 20 Notes will be payable in cash in arrears on and of each year, beginning on , 2022. Interest on the 20 Notes will be payable in cash in arrears on and of each year, beginning on , 2022. Interest on the 20 Notes will be payable in cash in arrears on and of each year, beginning on , 2022.

We have the option to redeem all or a portion of the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes at any time prior to maturity, at the applicable redemption price as described in this prospectus supplement under the heading “Description of the Notes—Optional Redemption.” In addition, the Notes will be subject to redemption requirements imposed by gaming laws and regulations of gaming authorities in jurisdictions in which we conduct gaming operations. See “Description of the Notes—Gaming Redemption.”

The Notes will be VICI LP’s unsecured and unsubordinated obligations and will rank equally in right of payment with all of VICI LP’s existing and future unsecured and unsubordinated indebtedness. The Notes will be effectively subordinated in right of payment to VICI LP’s future secured indebtedness (to the extent of the value of the collateral securing such indebtedness). The Notes will also be effectively subordinated in right of payment to all existing and future indebtedness, whether secured or unsecured, and other liabilities of, and any preferred equity in, VICI LP’s subsidiaries. The Notes will benefit from a pledge of all of the limited partnership interests of VICI LP directly owned by VICI OP (as defined below). The Notes will not be secured by any other assets, including any properties or the equity of any subsidiaries of VICI LP.

As more fully described herein, the net proceeds from the Notes offered hereby will be used by VICI Properties Inc., a Maryland corporation (“VICI REIT”) and the indirect parent company of VICI LP, to finance a portion of the purchase price for its pending acquisition of MGM Growth Properties LLC (“MGP”), and we expect that any remaining net proceeds will be used for general corporate purposes. See “Use of Proceeds.” VICI REIT’s acquisition of MGP is expected to close on the date of, and substantially concurrently with, the settlement of the Notes on or about , 2022, or otherwise within the marketing period pursuant to the MGP Master Transaction Agreement and no later than May 31, 2022. Immediately following the consummation of the MGP Transactions (as defined in this prospectus supplement), VICI LP will become a wholly owned subsidiary of VICI Properties OP LLC, a Delaware limited liability company (“VICI OP”). Following the consummation of the MGP Transactions, VICI OP will be the operating partnership through which VICI REIT holds assets and conducts its operations. Substantially all of the properties and other assets held by VICI OP will be owned directly or indirectly by VICI LP.

The Notes will not be guaranteed by VICI REIT or any of its subsidiaries. On the issue date, the Notes will not be guaranteed by any subsidiary of VICI LP; however, certain subsidiaries of VICI LP will be required to guarantee the Notes under the limited circumstances described herein. See “Description of the Notes—Possible Future Guarantees.”

The Notes are a new issue of securities with no established trading market. We do not intend to apply to list the Notes on any national securities exchange or include the Notes in any automated quotation system. The Notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the Notes involves risks. You should read carefully and consider the “Risk Factors” beginning on page S-9 of this prospectus supplement, the risk factors described in VICI REIT’s Annual Report on Form 10-K for the year ended December 31, 2021 and VICI REIT’s and VICI LP’s filings with the Securities and Exchange Commission (the “SEC”) incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the SEC nor any state or other securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Per 20

Note

Per 20

Note

Per 20

Note

Per 20

Note

Per 20

Note

Public offering price⁽¹⁾

Underwriting Discount

Estimated proceeds to us, before expenses

(1)	Plus accrued interest from , 2022, if settlement occurs after that date.

The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company (“DTC”) for the account of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A. against payment in New York, New York on or about , 2022.

Joint Book-Running Managers



Deutsche Bank Securities	Goldman Sachs & Co. LLC	J.P. Morgan	Morgan Stanley	Wells Fargo Securities

The date of this prospectus supplement is April , 2022

TABLE OF CONTENTS

Prospectus Supplement


	Page
About this Prospectus Supplement		S-iii
Certain Information Regarding Caesars and MGM		S-viii
Trademarks and Trade Names		S-viii
Market and Industry Data		S-viii
Cautionary Note Regarding Forward-Looking Statements		S-ix
Prospectus Supplement Summary		S-1
Risk Factors		S-9
Use of Proceeds		S-15
Description of Other Indebtedness		S-16
Description of the Notes		S-20
Supplemental U.S. Federal Income Tax Considerations		S-42
Underwriting (Conflicts of Interest)		S-47
Legal Matters		S-54
Experts		S-54
Incorporation of Certain Documents By Reference		S-55

Prospectus


	Page
About this Prospectus		ii
Certain Information Regarding Caesars and MGM		v
Trademarks and Trade Names		vi
Market and Industry Data		vi
Cautionary Note Regarding Forward-Looking Statements		1
VICI REIT and VICI LP		3
Risk Factors		6
Use of Proceeds		7
Description of Capital Stock		8
Description of Stock Purchase Contracts		21
Description of Depositary Shares		22
Description of Warrants		26
Description of Rights		27
Description of Units		28
Description of Debt Securities		29
Material U.S. Federal Income Tax Considerations		42
Book-Entry Securities		67
Plan of Distribution		69
Legal Matters		72
Experts		72
Where You Can Find More Information		73
Incorporation of Certain Documents by Reference		74

We are responsible for the information contained in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus we may authorize to be delivered to you. References to “documents incorporated by reference” shall also include any documents deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus. To the extent there are any inconsistencies between the information in this

prospectus supplement, the accompanying prospectus or the documents incorporated by reference prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement. Neither we nor any of the underwriters or their respective affiliates, have authorized any other person to provide you with different or additional information, and take no responsibility for any information others may give you. Neither we nor any of the underwriters are making an offer to sell, or soliciting an offer to buy, these securities in a jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus prepared by us is accurate only as of the respective dates of such documents or on the date or dates which are specified in such documents. Our business, financial condition, cash flows, operating and financial results, and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). By using a shelf registration statement, we may sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, in one or more offerings, one or any combination of the securities described in this prospectus supplement and the accompanying prospectus. As allowed by the SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, as well as the accompanying prospectus and the documents incorporated by reference herein and therein.

You should read carefully this entire prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference herein and therein, which we have referred you to in “Incorporation of Certain Documents by Reference” on page S-55 of this prospectus supplement, before making an investment decision. Information incorporated by reference after the date of this prospectus supplement may add, update or change information contained in this prospectus supplement. Statements contained or incorporated by reference in this prospectus supplement or the accompanying prospectus as to the content of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed as an exhibit to a document incorporated by reference in this prospectus supplement or the accompanying prospectus, each such statement being qualified in all respects by such reference.

Unless the context otherwise requires or unless otherwise specified, (i) all references in this prospectus to “VICI REIT” refer to VICI Properties Inc., together with its consolidated subsidiaries, including VICI LP, and (ii) all references to “VICI LP” refer to VICI Properties L.P., the issuer of the Notes. Unless the context otherwise requires, or unless otherwise specified, all references in this prospectus to the terms “we,” “us” and “our” refer to VICI LP, together with its consolidated subsidiaries.

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

“BREIT JV” refers to the joint venture between MGP and Blackstone Real Estate Income Trust, Inc. in which the Company will retain MGP’s existing 50.1% ownership stake following the closing of the MGP Transactions.

“Caesars” refers to Caesars Entertainment, Inc., a Delaware corporation, formerly Eldorado, following the consummation of the Eldorado/Caesars Merger on July 20, 2020 and Eldorado’s conversion to a Delaware corporation.

“Caesars Lease Agreements” refer collectively to (i) prior to the consummation of the Eldorado Transaction, the CPLV Lease Agreement, the Non-CPLV Lease Agreement, the Joliet Lease Agreement and the HLV Lease Agreement, and (ii) from and after the consummation of the Eldorado Transaction, the Las Vegas Master Lease Agreement, the Regional Master Lease Agreement and the Joliet Lease Agreement, in each case, unless the context otherwise requires.

“Caesars Southern Indiana” refers to the real estate assets associated with the Caesars Southern Indiana facility, located in Elizabeth, Indiana.

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

“Century Portfolio” refers to the real estate assets associated with the (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri, which we purchased on December 6, 2019.

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“Century Portfolio Lease Agreement” refers to the lease agreement for the Century Portfolio, as amended from time to time.

“CEOC” refers to Caesars Entertainment Operating Company, Inc., a Delaware corporation, and its subsidiaries, prior to October 6, 2017 (the “Formation Date”), and following the Formation Date, CEOC, LLC, a Delaware limited liability company and, as the context requires, its subsidiaries. CEOC was a subsidiary of Pre-Merger Caesars, and following the consummation of the Eldorado/Caesars Merger, is a subsidiary of Caesars.

“Consent Solicitations” refer to consent solicitations by the VICI HY Issuers with respect to each series of MGP OP Notes to adopt certain proposed amendments to each of the indentures governing the MGP OP Notes.

“CPLV Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas, as amended from time to time, which was combined with the HLV Lease Agreement into the Las Vegas Master Lease Agreement upon the consummation of the Eldorado Transaction.

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

“CSI Lease Agreement” refers to the lease agreement for Caesars Southern Indiana, as amended from time to time.

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

“Eldorado” refers to Eldorado Resorts, Inc., a Nevada corporation, and, as the context requires, its subsidiaries. Following the consummation of the Eldorado/Caesars Merger on July 20, 2020, Eldorado converted to a Delaware corporation and changed its name to Caesars Entertainment, Inc.

“Eldorado Transaction” refers to a series of transactions between us and Eldorado in connection with the Eldorado/Caesars Merger, including the acquisition of the Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin properties, modifications to the Caesars Lease Agreements, and rights of first refusal.

“Eldorado/Caesars Merger” refers to the merger consummated on July 20, 2020 under an Agreement and Plan of Merger pursuant to which a subsidiary of Eldorado merged with and into Pre-Merger Caesars, with Pre-Merger Caesars surviving as a wholly owned subsidiary of Caesars (which changed its name from Eldorado in connection with the closing of the Eldorado/Caesars Merger).

“Exchange Offers” refers to the private exchange offers of the VICI HY Issuers to certain eligible holders for any and all of each series of the MGP OP Notes for up to an aggregate principal amount of $4.2 billion of new notes issued by the VICI HY Issuers.

“Greektown” refers to the real estate assets associated with the Greektown Casino-Hotel, located in Detroit, Michigan, which we purchased on May 23, 2019.

“Greektown Lease Agreement” refers to the lease agreement for Greektown, as amended from time to time.

“Hard Rock Cincinnati” refers to the casino-entitled land and real estate and related assets associated with the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, which we purchased on September 20, 2019.

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“Hard Rock Cincinnati Lease Agreement” refers to the lease agreement for Hard Rock Cincinnati, as amended from time to time.

“HLV Lease Agreement” refers to the lease agreement for the Harrah’s Las Vegas facilities, as amended from time to time, which was combined with the CPLV Lease Agreement into the Las Vegas Master Lease Agreement upon the consummation of the Eldorado Transaction.

“JACK Cleveland/Thistledown” refers to the casino-entitled land and real estate and related assets associated with the JACK Cleveland Casino located in Cleveland, Ohio, and the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of JACK Thistledown Racino located in North Randall, Ohio, which we purchased on January 24, 2020.

“JACK Cleveland/Thistledown Lease Agreement” refers to the lease agreement for JACK Cleveland/ Thistledown, as amended from time to time.

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

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

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

“Lease Agreements” refer collectively to the Caesars Lease Agreements, the Penn National Lease Agreements, the Hard Rock Cincinnati Lease Agreement, the Century Portfolio Lease Agreement, the JACK Cleveland/Thistledown Lease Agreement, the CSI Lease Agreement and the Venetian Lease Agreement, unless the context otherwise requires.

“Margaritaville” refers to the real estate of Margaritaville Resort Casino, located in Bossier City, Louisiana, which we purchased on January 2, 2019.

“Margaritaville Lease Agreement” refers to the lease agreement for Margaritaville, as amended from time to time.

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

“MGM Master Lease Agreement” refers to the form of amended and restated triple-net master lease to be entered into by us and MGM with respect to certain MGM properties that will be owned by us upon consummation of the MGP Transactions.

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

“MGP OP Notes” refers collectively to the notes issued by MGP OP and MGP Finance Co-Issuer, Inc. (“MGP Co-Issuer” and, together with MGP OP, the “MGP Issuers”), consisting of (i) the 5.625% Senior Notes due 2024 issued pursuant to the indenture, dated as of April 20, 2016, (ii) the 4.625% Senior Notes due 2025 issued pursuant to the indenture, dated as of June 5, 2020, (iii) the 4.500% Senior Notes due 2026 issued pursuant to the indenture, dated as of August 12, 2016, (iv) the 5.750% Senior Notes due 2027 issued pursuant to the indenture, dated as of January 25, 2019, (v) the 4.500% Senior Notes due 2028 issued pursuant to the

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indenture, dated as of September 21, 2017, and (vi) the 3.875% Senior Notes due 2029 issued pursuant to the indenture, dated as of November 19, 2020, in each case, as amended or supplemented as of the date hereof, among the MGP Issuers, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.

“MGP Master Transaction Agreement” refers to that certain Master Transaction Agreement between VICI REIT, MGP, MGP OP, VICI LP, Venus Sub LLC, a Delaware limited liability company and wholly owned subsidiary of VICI LP, and VICI Properties OP LLC, a Delaware limited liability company and indirect wholly owned subsidiary of VICI REIT.

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

“MGP Transactions” refers collectively to a series of transactions pursuant to the MGP Master Transaction Agreement between VICI REIT, VICI LP, MGP and MGM and the other parties thereto in connection with VICI REIT’s acquisition of MGP, as contemplated by the MGP Master Transaction Agreement, including a tax protection agreement and the MGM Master Lease Agreement.

“Non-CPLV Lease Agreement” refers to the lease agreement for regional properties (other than the facility in Joliet, Illinois) leased to Pre-Merger Caesars prior to the consummation of the Eldorado Transaction, as amended from time to time, which was replaced by the Regional Master Lease Agreement upon the consummation of the Eldorado Transaction.

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

“Penn National Lease Agreements” refer collectively to the Margaritaville Lease Agreement and the Greektown Lease Agreement, unless the context otherwise requires.

“Pre-Merger Caesars” refers to Caesars Entertainment Corporation, a Delaware corporation, and, as the context requires, its subsidiaries. Following the consummation of the Eldorado/Caesars Merger on July 20, 2020, Pre-Merger Caesars became a wholly owned subsidiary of Caesars.

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

“Second Lien Notes” refers to $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023 issued by a subsidiary of VICI LP in October 2017, the remaining portion of which was redeemed in full on February 20, 2020.

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

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

“Venetian Lease Agreement” refers to the lease agreement for the Venetian Resort.

“Venetian Resort” refers to the land and real estate assets associated with The Venetian Resort Las Vegas and Venetian Expo, located in Las Vegas, Nevada, which we purchased on February 23, 2022.

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“VICI Golf” refers to VICI Golf LLC, a Delaware limited liability company that is the owner and operator of VICI REIT’s golf segment business.

“VICI HY Issuers” refers to VICI LP and VICI Note Co.

“VICI Note Co” refers to VICI Note Co. Inc., a Delaware corporation, and co-issuer of the Existing Senior Unsecured Notes (as defined herein).

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

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

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CERTAIN INFORMATION REGARDING CAESARS AND MGM

The historical audited and unaudited financial statements of Caesars (which are not included or incorporated by reference in this prospectus supplement or the accompanying prospectus), as the parent and guarantor of CEOC, our significant lessee, have been filed with the SEC. Caesars files annual, quarterly and current reports and other information with the SEC. In addition, the historical audited and unaudited financial statements of MGM (which are not included or incorporated by reference in this prospectus supplement or the accompanying prospectus), which is the parent and will be the guarantor of the entity that will become one of our significant lessees upon the closing of the MGP Transactions, have been filed with the SEC. MGM files annual, quarterly and current reports and other information with the SEC.

Caesars’ and MGM’s SEC filings are available to the public through the SEC’s web site at www.sec.gov. We make no representation as to the accuracy or completeness of the information regarding Caesars or MGM that is contained in this prospectus supplement or the accompanying prospectus, which is obtained from Caesars’ or MGM’s publicly available information, or that is available through the SEC’s website or otherwise made publicly available by Caesars or MGM, and none of such publicly available Caesars or MGM information is incorporated by reference in this prospectus supplement or the accompanying prospectus.

TRADEMARKS AND TRADE NAMES

The brands under which our properties are operated are trademarks of their respective owners. None of these owners nor any of their respective officers, directors, agents or employees:

•

have approved any disclosure contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein; or

•

are responsible or liable for the content of this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein.

MARKET AND INDUSTRY DATA

Although we are responsible for all of the disclosures contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, such documents may contain industry, market and competitive position data and estimates that are based on industry publications and studies conducted by third parties. The industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that such information included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is generally reliable, we have not independently investigated or verified such data. The industry forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus may be materially different than our or the industry’s actual results.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and documents incorporated by reference herein and therein contain statements regarding future events that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, which constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements are based on our current plans, expectations and projections about future events. We therefore caution you against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements.

Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the impact of the COVID-19 pandemic on our and our tenants’ financial condition, results of operations, cash flows and performance. The extent to which the COVID-19 pandemic continues to adversely affect our tenants, and ultimately impacts our business and financial condition, depends on future developments which cannot be predicted with confidence, including the impact of the actions taken to contain the pandemic or mitigate its impact, including the availability, distribution, public acceptance and efficacy of approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, the ability of our tenants to successfully operate their businesses, including the costs of complying with regulatory requirements necessary to keep their respective facilities open, such as reduced capacity requirements, the need to close any of the facilities as a result of the COVID-19 pandemic, and the effects of the negotiated capital expenditure reductions and other amendments to the Lease Agreements that we agreed to with certain tenants in response to the COVID-19 pandemic.

Each of the foregoing could have a material adverse effect on our tenants’ ability to satisfy their obligations under their Lease Agreements with us, including their continued ability to pay rent in a timely manner, or at all, and/or to fund capital expenditures or make other payments required under their leases. Investors are cautioned to interpret many of the risks identified under the section entitled “Risk Factors” in VICI REIT’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and VICI REIT’s and/or our current reports on Form 8-K that are incorporated by reference herein and therein as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.

The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others:

•

risks associated with the pending MGP Transactions, including our ability or failure to complete the pending MGP Transactions and to realize the anticipated benefits of the MGP Transactions, including as a result of delay in completing the pending MGP Transactions;

•

the impact of changes in general economic conditions and market developments, including rising inflation, increased fuel prices, low consumer confidence, supply chain disruptions, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy;

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our dependence on our tenants (including, following the completion of the pending MGP Transactions, MGM) as tenants of our properties and their affiliates that serve as guarantors of the lease payments and the negative consequences any material adverse effect on their respective businesses could have on us;

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the anticipated benefits of certain arrangements with certain tenants relating to our funding of “same-store” capital improvements in exchange for increased rent pursuant to the terms of our existing Lease Agreements with such tenants, which we collectively refer to as the Partner Property Growth Fund;

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our borrowers’ ability to repay their outstanding loan obligations to us;

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our dependence on the gaming industry;

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our ability to pursue our business and growth strategies may be limited by our substantial debt service requirements and by the requirement that VICI REIT distributes 90% of its real estate investment trust (“REIT”) taxable income in order to qualify for taxation as a REIT and that it distributes 100% of its REIT taxable income in order to avoid current entity-level U.S. federal income taxes;

•

VICI REIT’s inability to maintain its qualification for taxation as a REIT;

•

the impact of extensive regulation from gaming and other regulatory authorities;

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the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties and the completion of our pending transactions on a timely basis, or at all, or the imposition of conditions to such regulatory approvals;

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the possibility that our tenants may choose not to renew the Lease Agreements following the initial or subsequent terms of the leases;

•

restrictions on our ability to sell our properties subject to the Lease Agreements;

•

our tenants and any guarantors’ historical results may not be a reliable indicator of their future results;

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our substantial amount of indebtedness, including indebtedness to be assumed and incurred by us upon consummation of the pending MGP Transactions, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness;

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our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows;

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the impact of a rise in interest rates, which have begun increasing from historic lows, on us;

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our inability to successfully pursue investments in, and acquisitions of, additional properties;

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our ability to obtain the financing necessary to complete our pending acquisitions or related transactions on the terms we currently expect in a timely manner, or at all;

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the possibility that our pending transactions may not be completed or that completion may be unduly delayed, and the potential adverse impact on our business, operations and stock price;

•

the possibility that we identify significant environmental, tax, legal or other issues that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our pending or recently completed transactions;

•

the effects of our pending and recently completed transactions on us, including the future impact on our financial condition, financial and operating results, cash flows, strategy and plans;

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the impact of changes to the U.S. federal income tax laws;

•

the impact and outcome of previous and potential future litigation relating to the pending MGP Transactions, including the possibility that any adverse judgment may prevent the pending MGP Transactions from being consummated on a timely basis, or at all;

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•

the possibility of adverse tax consequences as a result of our pending transactions; increased volatility in our stock price as a result of our pending transactions;

•

the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, sanctions, violence or terrorist activities or threats on our properties and changes in economic conditions or heightened travel security and health measures instituted in response to these events;

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the loss of the services of key personnel;

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the inability to attract, retain and motivate employees;

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the costs and liabilities associated with environmental compliance;

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failure to establish and maintain an effective system of integrated internal controls;

•

VICI REIT’s reliance on distributions received from its subsidiaries, including VICI LP, and, following the completion of the MGP Transactions, VICI OP, to make distributions to VICI REIT’s stockholders;

•

the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future;

•

our ability to continue to make distributions to VICI REIT for the benefit of holders of VICI REIT’s common stock or maintain anticipated levels of distributions over time;

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competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us;

•

the impact of this offering; and

•

additional factors discussed herein, in the accompanying prospectus or in any of the documents incorporated by reference herein and therein.

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 prospectus supplement, in the accompanying prospectus or in the documents incorporated by reference herein and therein. All forward-looking statements are made as of the respective dates of this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein or such other dates as may be indicated in such documents, as applicable, and the risk that actual results, performance and achievements will differ materially from the expectations expressed in or referenced by the applicable document 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 prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein, as applicable, 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 prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and strategies set forth in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein will be achieved.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about our business and this offering and may not contain all of the information that may be important to you. You should read carefully this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, including the information set forth under the caption “Risk Factors” in this prospectus supplement and in VICI REIT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference herein, and in the April 18, 2022 Current Report on Form 8-K (the “April 18 Form 8-K”). You should also read our unaudited pro forma consolidated financial statements and our historical financial statements and related notes, which are incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. See “Incorporation of Certain Documents by Reference.” This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in the “Risk Factors” disclosures referred to above and in “Cautionary Note Regarding Forward-Looking Statements” in this prospectus supplement.

Except as otherwise indicated or unless the context otherwise requires, all references in this prospectus supplement to “pro forma” or “on a pro forma basis” refer to VICI REIT’s financial statements presented on a pro forma basis giving effect to the items described in VICI REIT’s unaudited pro forma condensed combined financial statements contained in the April 18 Form 8-K.

Overview of Our Company

VICI REIT is an owner and acquirer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure destinations, subject to long-term triple net leases. We are currently a wholly owned subsidiary of VICI REIT. VICI REIT conducts its real property business through VICI LP and its golf course business through a taxable REIT subsidiary, VICI Golf. Immediately following the consummation of the MGP Transactions, we will become a wholly owned subsidiary of VICI OP, and VICI REIT will own approximately 99% of the limited liability company interests of VICI OP. Following the consummation of the MGP Transactions, VICI OP will be the entity through which VICI REIT holds assets and conducts its operations. Substantially all of the properties and other assets held by VICI OP will be owned directly or indirectly by VICI LP.

Our national, geographically diverse portfolio currently consists of 28 market-leading properties, including Caesars Palace Las Vegas, Harrah’s Las Vegas and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip. Our entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. Across over 62 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twelve states, contain approximately 25,000 hotel rooms and feature over 250 restaurants, bars and nightclubs. Subsequent to the closing of the MGP Transactions on the date of, and substantially concurrently with, the settlement of the Notes, on or about , or otherwise within the marketing period pursuant to the MGP Master Transaction Agreement and no later than May 31, 2022, we will have 43 market-leading properties, 10 of which will be located on the Las Vegas Strip, consisting of 122 million square feet, approximately 58,700 hotel rooms and featuring over 450 restaurants, bars and nightclubs across our portfolio. Following the closing of the MGP Transactions, the weighted average lease term will be 43.0 years (inclusive of all tenant renewal options) for the current VICI portfolio, pro forma for the MGM Master Lease Agreement and BREIT JV lease, weighted by rent contribution.

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underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. VICI REIT also owns and operates four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

We lease our properties to subsidiaries of, or entities managed by, Caesars, Penn National, Seminole Hard Rock, Century Casinos, JACK Entertainment, EBCI and Apollo, with Caesars being our largest tenant (and subsequent to the MGP Transactions, MGM and Caesars being our largest tenants). We believe we have a mutually beneficial relationship with each of our tenants, all of which are leading owners and operators of gaming, entertainment and leisure properties. Our long-term triple-net Lease Agreements with our tenants provide us with a highly predictable revenue stream with embedded growth potential. We believe our geographic diversification limits the effect of changes in any one market on our overall performance. We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth. Through VICI REIT, as a growth focused public REIT with long-term investments, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality over the long term. Despite the ongoing impact and uncertainty of the COVID-19 pandemic, we continue to evaluate and may opportunistically pursue acquisitions or investments that may arise in the market.

Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of the Lease Agreements, which require our tenants to invest in our properties, and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position. In addition, given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions, as well as other investments, to augment growth as market conditions allow, with a focus on disciplined capital allocation.

Recent Developments

MGP Transactions and Anticipated Closing

On August 4, 2021, VICI REIT announced its acquisition of MGP pursuant to the MGP Master Transaction Agreement. Under the terms of the MGP Master Transaction Agreement, VICI REIT will acquire MGP for total consideration of $17.2 billion, inclusive of the assumption of approximately $5.7 billion of debt. Simultaneous with the closing of the MGP Transactions, we will enter into the MGM Master Lease Agreement with MGM with respect to certain properties that will be owned by consolidated subsidiaries of VICI REIT following closing of the MGP Transactions. Additionally, we will retain MGP’s existing 50.1% ownership stake in the joint venture with Blackstone Real Estate Income Trust, Inc., which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay. We have also agreed to enter into a tax protection agreement with MGM. As part of the MGP Transactions, VICI REIT will issue approximately 214.6 million shares of common stock, par value $0.01 per share, in exchange for the outstanding MGP Class A common shares. VICI REIT has remained focused on achieving a target net leverage of 5.0 – 5.5x over time.

As of April 15, 2022, all conditions to closing of the MGP Transactions have been satisfied or waived (other than those that by their nature or terms are to be satisfied at the closing or, with respect to the condition related to the performance of covenants, if the failure of such condition is as a result of an event, circumstance, effect or development occurring on or after April 15, 2022), and the MGP Transactions are expected to close on the date of, and substantially concurrently with, the settlement of the Notes, on or about , 2022, or otherwise within the marketing period pursuant to the MGP Master Transaction Agreement and no later than May 31, 2022. For more information regarding the MGP Transactions, refer to VICI REIT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference herein.

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The Exchange Offers and Consent Solicitations

In connection with the MGP Transactions, on September 13, 2021, the VICI HY Issuers commenced the Exchange Offers and Consent Solicitations with respect to each series of MGP OP Notes. The Exchange Offers and Consent Solicitations are being conducted on the terms and subject to the conditions set forth in the exchange offering memorandum, dated September 13, 2021 (as amended or supplemented as of the date hereof, the “Exchange OM”).

The Exchange Offers and Consent Solicitations are expected to expire one day prior to the expected closing of the MGP Transactions, unless extended or earlier terminated by the VICI HY Issuers in their sole discretion (such time and date, as the same may be extended, the “Expiration Date”). The “Settlement Date” of the Exchange Offers and Consent Solicitations will occur promptly after the Expiration Date. For each $1,000 principal amount of MGP OP Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on September 24, 2021 (the “Early Tender Date”), eligible holders of MGP OP Notes will be eligible to receive $1,000 principal amount of the applicable series of new notes issued by the VICI HY Issuers plus a consent payment of $2.50 in cash. For each $1,000 principal amount of MGP OP Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date, eligible holders of MGP OP Notes will be eligible to receive $1,000 principal amount of the applicable series of new notes issued by the VICI HY Issuers. The VICI HY Issuers’ obligation to accept for exchange, and to pay the respective consideration with respect to, MGP OP Notes validly tendered and not validly withdrawn is subject to certain conditions, including the consummation of the MGP Transactions pursuant to the MGP Master Transaction Agreement, as described in the Exchange OM.

This prospectus supplement is not an offer to exchange, or a solicitation of an offer to sell, the MGP OP Notes. The Exchange Offers and Consent Solicitations are being made only by and pursuant to the terms of the Exchange OM, as may be further amended or supplemented.

Revolving Credit Facility and Delayed Draw Term Loan

On February 8, 2022, we entered into the Credit Agreement which provides for (i) a revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (the “Revolving Credit Facility”) and (ii) a delayed draw term loan facility in the amount of $1.0 billion scheduled to mature on March 31, 2025 (the “Delayed Draw Term Loan” and, together with the Revolving Credit Facility, the “Credit Facilities”). On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition. See “Description of Other Indebtedness—Credit Facilities” for more information.

Rent Collections Update

As of the date of this prospectus supplement, all of our tenants had fulfilled their rent obligations in full for the months of January, February, March and April 2022.

VICI REIT Balance Sheet Information as of March 31, 2022

The following table sets forth management’s preliminary estimates of certain balance sheet information of VICI REIT as of March 31, 2022:


($ in thousands)	As of March 31, 2022 (Preliminary and Unaudited)
Total assets	$	21,741,321
Total liabilities	$	6,257,535
Total stockholders’ equity	$	15,483,786

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VICI REIT’s management has prepared the above preliminary estimates of certain balance sheet information as of March 31, 2022 in good faith based upon the most recent information available to management from VICI REIT’s internal reporting procedures as of the date of this prospectus supplement. The estimated amounts set forth herein are preliminary, unaudited and subject to further completion, reflect VICI REIT’s current good faith estimates, are subject to additional financial closing procedures and may be revised as a result of management’s further review of VICI REIT’s financial condition. VICI REIT and its auditors have not completed their normal quarterly review for the quarter ended March 31, 2022, and there can be no assurance that VICI REIT’s balance sheet information will not differ from these estimates. Any such changes could be material. During the course of the preparation of VICI REIT’s consolidated financial statements and related notes as of and for the three months ended March 31, 2022, VICI REIT may identify items that would require it to make material adjustments to the preliminary information presented above.

VICI REIT expects to publicly report its final consolidated financial statements and related notes as of and for the three months ended March 31, 2022 in May 2022. VICI REIT’s actual reported balance sheet information may differ materially from the estimates above. Accordingly, you should not place undue reliance on these preliminary estimates. These estimates should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP.

Corporate Matters

Our principal executive offices are located at 535 Madison Avenue, 20th Floor, New York, New York 10022 and our main telephone number is (646) 949-4631. Our website address is www.viciproperties.com. None of the information on, or accessible through, our website or any other website identified herein is incorporated in, or constitutes a part of, this prospectus supplement or the accompanying prospectus, and the inclusion of our website address in this prospectus supplement and the accompanying prospectus is an inactive textual reference only.

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Corporate Structure

The following diagram illustrates VICI REIT’s simplified organizational structure after giving effect to the MGP Transactions, this offering and the application of the proceeds received therefrom. This diagram is provided for illustrative purposes only and does not show all legal entities or obligations of such entities:

LOGO

(1)

VICI REIT operates in two reportable segments: its real property business, conducted through us (and following consummation the MGP Transactions, indirectly through us as set forth above), and its golf business, consisting of four golf courses, conducted through VICI Golf. The real property business segment consists of leased real property and represents all of our business and the substantial majority of VICI REIT’s business. For more information, see the historical financial statements and related notes of VICI REIT, contained in VICI REIT’s Annual Report on Form 10-K for the year ended December 31, 2021, and the historical financial statements and related notes of VICI LP, contained in the April 18 Form 8-K, which are each incorporated by reference in this prospectus supplement and the accompanying prospectus.

(2)	See “Description of Other Indebtedness” for more information.

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The Offering

Issuer

VICI Properties L.P.

Notes Offered

$ aggregate amount of % Senior Notes due 20 (the “20 Notes”)

Maturity

The 20 Notes will mature on , 20 .

Interest

Interest on the 20 Notes will accrue at a rate of % per annum, interest on the 20 Notes will accrue at a rate of % per annum, interest on the 20 Notes will accrue at a rate of % per annum, interest on the 20 Notes will accrue at a rate of % per annum and interest on the 20 Notes will accrue at a rate of % per annum.

Interest on the 20 Notes will be payable semi-annually in cash in arrears on and of each year, commencing on , 2022. Interest on the 20 Notes will be payable semi-annually in cash in arrears on and of each year, commencing on , 2022. Interest on the 20 Notes will be payable semi-annually in cash in arrears on and of each year, commencing on , 2022. Interest on the 20 Notes will be payable semi-annually in cash in arrears on and of each year, commencing on , 2022. Interest on the 20 Notes will be payable semi-annually in cash in arrears on and of each year, commencing on , 2022.

Guarantees

The Notes will not by guaranteed by VICI REIT. On the issue date, the Notes will not be guaranteed by any subsidiary of VICI LP; however, certain subsidiaries of VICI LP will be required to guarantee the Notes under the limited circumstances described herein. See “Description of the Notes—Possible Future Guarantees.”

Ranking

The Notes will be our unsecured and unsubordinated obligations and will:

•

rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness;

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be effectively subordinated in right of payment to all of our future secured indebtedness (to the extent of the value of the collateral securing such indebtedness); and

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be effectively subordinated in right of payment to all existing and future indebtedness, whether secured or unsecured, and other liabilities of, and any preferred equity in, our subsidiaries.

As of March 31, 2022, we had approximately $5.4 billion principal amount of total indebtedness outstanding on a consolidated basis, none of which was attributable to our subsidiaries. As of such date, we had no secured indebtedness outstanding and our subsidiaries have no outstanding preferred equity.

Optional Redemption

Prior to its maturity date, in the case of the 20 Notes, or its applicable Par Call Date (as defined under “Description of the Notes—Optional Redemption”), in the case of the 20 Notes, 20 Notes, 20 Notes and 20 Notes, we may redeem the Notes at our option, in whole or in part, at the applicable redemption price described herein.

In the case of the 20 Notes, 20 Notes, 20 Notes and 20 Notes, on or after the applicable Par Call Date, we may redeem each series Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

See “Description of the Notes—Optional Redemption” for more information.

Gaming Redemption

The Notes will be subject to redemption requirements imposed by gaming laws and regulations of gaming authorities in jurisdictions in which we conduct gaming operations. See “Description of the Notes—Gaming Redemption.”

Certain Covenants

The indenture that will govern the Notes will contain certain covenants that, among other things, limit our ability to:

•

incur secured and unsecured indebtedness; and

•

consummate a merger, consolidation or sale of all or substantially all of our assets.

In addition, we will be required to maintain total unencumbered assets of at least 150% of our total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. See “Description of the Notes.”

Limited Equity Pledge

The Notes will benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). See “Description of the Notes—Limited Equity Pledge.”

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Use of Proceeds

No Listing of the Notes

We do not intend to apply to list the Notes on any securities exchange or to have the Notes quoted on any automated quotation system.

Book-Entry Form

The Notes will be book-entry only and registered in the name of a nominee of The Depository Trust Company (“DTC”). Investors may elect to hold interests in the Notes through Clearstream Banking, société anonyme, or Euroclear Bank SA/NV, as operator of the Euroclear System, which in turn will hold interests in the Notes in their capacity as participants at DTC. The Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Additional Notes

We may, without the consent of holders of the Notes, increase the principal amount of any series of Notes by issuing additional Notes of such series in the future on the same terms and conditions as the applicable series of Notes, except for any difference in the issue price, issue date, interest accrued prior to the issue date of the additional Notes of such series, and, if applicable, the first interest payment date and the initial interest accrual date, and with the same CUSIP number as the series of Notes offered hereby so long as such additional Notes of such series are fungible for U.S. federal income tax purposes with the applicable series of Notes offered hereby.

Trustee, Registrar and Paying Agent

UMB Bank, National Association

Governing Law

The Notes and the indenture will be governed by New York law.

Risk Factors

See “Risk Factors” beginning on page S-9 of this prospectus supplement and the other information included or incorporated by reference into this prospectus supplement for a discussion of the factors you should carefully consider before deciding to invest in the Notes.

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RISK FACTORS

An investment in the Notes involves risks. You should carefully consider the risks and uncertainties described below as well as those set forth in VICI REIT’s Annual Report on Form 10-K for the year ended December 31, 2021 and the other information and data set forth in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein, before making a decision to invest in the Notes. If any of these risks occur, our business, results of operations, financial condition, cash flows and prospects and our ability to satisfy our debt service obligations, including with respect to the Notes, may be materially and adversely affected. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that as of the date of this prospectus supplement we deem immaterial may also have a material adverse effect on us.

Risks Relating to the Notes

Our existing substantial indebtedness could materially and adversely affect our ability to meet our debt service obligations under the Notes and we expect to incur significant additional indebtedness in connection with the closing of the MGP Transactions.

As of April 15, 2022, we had approximately $5.4 billion principal amount of total indebtedness outstanding on a consolidated basis, none of which was attributable to our subsidiaries. As of April 15, 2022, on a pro forma basis, assuming the completion of the MGP Transactions, we would have had $14.0 billion principal amount total indebtedness outstanding on a consolidated basis (which excludes the approximately $1.5 billion pro rata portion of indebtedness of the BREIT JV). In addition, we have a $2.5 billion unsecured Revolving Credit Facility, $1.9 billion of which was available for future borrowing at April 15, 2022, and a $1.0 billion senior unsecured Delayed Draw Term Loan, which remained undrawn at April 15, 2022.

Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the Notes, including the following:

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our vulnerability to adverse economic, industry or competitive developments, including as a result of COVID-19, may be increased;

•

we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon emerging acquisition opportunities or meet operational needs;

•

we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of the indebtedness being refinanced;

•

we may be forced to dispose of one or more of our properties if permitted under the Lease Agreements, possibly on disadvantageous terms;

•

we may fail to comply with restrictive covenants in our loan documents, which would entitle the lenders and other creditors to accelerate payment of outstanding obligations and foreclose on any collateral securing such obligations; and

•

we may be unable to hedge any floating rate debt we incur, counterparties may fail to honor their obligations under our hedge agreements and these agreements may not effectively hedge interest rate fluctuation risk.

If any one of these events were to occur, our business, financial condition, liquidity, results of operations, and prospects, as well as our ability to satisfy our obligations with respect to the Notes, could be materially and adversely affected.

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We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the Notes, and to fund our operations, working capital, acquisitions, development projects, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the Notes, or to fund our other important business uses. As a result, we would be forced to take other actions to meet those obligations, such as selling properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot assure you that we will be able to effect any of these actions on favorable terms, or at all. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.

We may need to refinance all or a portion of our indebtedness, including the Notes, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

•

our financial condition, liquidity, results of operations, and prospects and market conditions at the time; and

•

restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance any of our indebtedness, including the Notes, on favorable terms, or at all.

The Notes will be effectively subordinated in right of payment to all existing and future indebtedness, whether secured or unsecured, and other liabilities of, and any preferred equity in, our subsidiaries; our ability to service our debt is dependent on the performance of our subsidiaries.

None of our subsidiaries will initially guarantee the Notes. The Notes may only be guaranteed by certain of our subsidiaries in limited circumstances as described under “Description of the Notes—Possible Future Guarantors” and may never have the benefit of a guarantee. Payments on the Notes are only required to be made by VICI LP. As a result, no payments are required to be made by, and holders of Notes will not have a claim against the assets of, any of our subsidiaries, except if those assets are transferred, by dividend or otherwise, to us. Accordingly, the Notes will be effectively subordinated in right of payment to all existing and future indebtedness, whether secured or unsecured, and other liabilities of, and any preferred equity in, our subsidiaries. The incurrence of indebtedness or other liabilities or the issuance of any preferred equity by any of our subsidiaries is not prohibited by the indenture governing the Notes, although the incurrence of additional debt is restricted if certain conditions are not met, and could adversely affect our ability to pay our obligations on the Notes. As of April 15, 2022, there was no indebtedness of our subsidiaries, excluding intercompany liabilities, that would have been structurally senior to the Notes; and our subsidiaries had no outstanding preferred equity as of such date. We anticipate that from time to time our subsidiaries will incur additional debt and other liabilities.

In addition, we are a holding partnership and we have no significant operations and no material assets other than our investment in our subsidiaries. Accordingly, our cash flow and our consequent ability to service our debt, including the Notes, depends upon the earnings of our subsidiaries and the distribution of those earnings, or upon loans or other payments of funds by those subsidiaries, to us. The payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions, may depend upon the earnings of those subsidiaries and may be subject to various business considerations.

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The Notes will be our unsecured obligations and therefore will effectively be subordinated to any secured debt we may incur in the future.

The Notes will not be secured by any of our assets or those of our subsidiaries, though will benefit from the Limited Equity Pledge. As a result, the Notes will be effectively subordinated to any secured debt we may incur to the extent of the value of the assets securing such debt. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of our secured debt may assert rights against the secured assets in order to receive full payment of their debt before the assets may be used to pay the holders of the Notes. Accordingly, we may not have sufficient funds to pay amounts due on the Notes and holders of the Notes may lose a portion of or the entire value of the investment in the Notes. As of April 15, 2022, we had no outstanding secured indebtedness. In addition, if the MGP Transactions Bridge Facility (as defined herein) is funded, which could occur if we do not raise enough from this offering or other incurrences of indebtedness, such as the Credit Facilities, to complete VICI REIT’s obligation to redeem a majority of the VICI OP units to be received by MGM or its subsidiaries in connection with the closing of the MGP Transactions, it will be secured by certain of our assets, and if such facility remains outstanding for 90 days, then the Credit Facilities are required to be secured on a second priority basis with the same collateral securing the MGP Transactions Bridge Facility for so long as the MGP Transactions Bridge Facility remains outstanding. Were this to occur, the Notes would be subordinated to the MGP Transactions Bridge Facility and the Credit Facilities to the extent of the value of the assets securing such debt.

Neither VICI REIT nor VICI OP will guarantee the Notes.

The Notes will not be guaranteed by VICI REIT or VICI OP. As a result, holders of Notes will not have a claim against the assets of VICI REIT, or VICI OP, other than the Limited Equity Pledge. In addition, VICI REIT and VICI OP will not be subject to the covenants set forth in the indenture.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of notes to return payments received from guarantors.

Under certain circumstances, certain of our domestic subsidiaries may be required to guarantee amounts outstanding under the Credit Agreement. If this occurs, we have agreed that such subsidiaries will also guarantee the payment of principal of, premium, if any, and interest on the Notes when due on an unsecured and unsubordinated basis for so long as such entity guarantees amounts outstanding under the Credit Agreement. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, if any of our subsidiaries guarantee the Notes in the future, any such guarantee could be voided, or claims in respect of any such guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee and any of the following is also true:

•

such guarantor was insolvent or rendered insolvent by reason of such incurrence;

•

such guarantor was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•

such guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by any such guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

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•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

Additionally, a court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited from the issuance of the Notes. The risk that a guarantee provided by certain of our domestic subsidiaries in the future, as described above, may be voided or otherwise impaired may be exacerbated due to the fact that any such guarantee would be issued after the issuance of the Notes and in relation to debt issued by their parent entity, making it more likely that a court would find that the domestic subsidiaries did not receive reasonably equivalent value or fair consideration for their guarantee or that they did not benefit from the issuance of the Notes.

We cannot assure you as to what standard a court would apply in making these determinations. In addition, any guarantee would contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect any future guarantees from being voided under fraudulent transfer laws, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless.

Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would increase any or all of the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our Credit Facilities and certain other indebtedness do, and the indenture governing the Notes will, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described herein, including our inability to meet our debt service obligations (including payments on the Notes), would be increased.

The indenture governing the Notes will contain restrictive covenants that may restrict our ability to expand our business or fully pursue our business strategies.

The agreements governing our indebtedness contain, and the indenture governing the Notes will contain, financial and operating covenants that, among other things, may restrict our ability to take specific actions, even if we believe them to be in our best interest, including restrictions on our ability to:

•

incur secured and unsecured indebtedness; and

•

consummate a merger, consolidation or sale of all or substantially all of our assets.

In addition, our Credit Facilities require us to meet specified financial ratios and the indenture governing the Notes will require us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants and any other restrictions contained in future agreements governing our indebtedness may restrict our ability to expand our business or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture governing the Notes, our Credit Facilities and any future agreements governing our indebtedness may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such and other indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.

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You may be required to sell your Notes if any gaming authority finds you unsuitable to hold them or otherwise requires us to redeem or repurchase the Notes from you.

In the event that any of the applicable regulatory agencies or authorities requires a holder (including a beneficial holder) of the Notes to be licensed, qualified or found suitable under the applicable gaming or racing laws, and such holder fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so or if such holder is denied such license or qualification or is not found suitable or if any of the applicable regulatory agencies or authorities otherwise require that the Notes held by such holder be redeemed, we will have the right, at our option, to redeem or require such holder to dispose of such holder’s Notes. There can be no assurance that we will have sufficient funds or otherwise will be able to repurchase any or all of your Notes. See “Description of the Notes—Gaming Redemption.”

There is currently no trading market for the Notes, and an active public trading market for the Notes may not develop or, if it develops, may not be maintained. The failure of an active liquid trading market for the Notes to develop or be maintained is likely to adversely affect the market price and liquidity of the Notes.

The Notes are a new issue of securities, and there is currently no existing trading market for the Notes. We do not intend to apply for listing of the Notes on any securities exchange. Although the underwriters have advised us that they intend to make a market in the Notes, they are not obligated to do so and may discontinue any market-making at any time without notice. Accordingly, an active trading market may not develop for the Notes and, even if one develops, may not be maintained or be liquid. If an active trading market for the Notes does not develop or is not maintained, the market price and liquidity of the Notes is likely to be adversely affected, and holders may not be able to sell their Notes at desired times and prices or at all. If any of the Notes are traded after their purchase, they may trade at a discount from their purchase price.

The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our financial condition, results of operations, business, prospects and credit quality, and those of comparable entities, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in any of these factors, some of which are beyond our control. In addition, market volatility or events or developments in the credit markets could materially and adversely affect the market value of the Notes, regardless of our financial condition, results of operations, business, prospects or credit quality.

A downgrade in our corporate credit ratings could materially adversely affect our financial condition, liquidity and results of operations and the market price of the Notes.

Our corporate credit ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, such credit ratings are not recommendations to buy, sell or hold the Notes or any other securities, and they may not reflect all risks of your investment in the Notes. If any of the credit rating agencies downgrade our corporate ratings or otherwise indicate that its outlook for that rating is negative, it could have a material adverse effect on the market price of the Notes and our costs and availability of capital, which could in turn have a material adverse effect on our financial condition, liquidity and results of operations and our ability to satisfy our debt service obligations (including payments on the Notes).

Redemption may adversely affect your return on the Notes.

The Notes are redeemable at our option and we may choose to redeem some or all of any series of Notes from time to time, especially when prevailing interest rates are lower than the rate borne by such series of Notes. If prevailing rates are lower at the time of redemption, you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on any series of Notes being redeemed. See “Description of the Notes—Optional Redemption.”

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The unaudited pro forma financial statements incorporated by reference into this prospectus supplement are presented for illustrative purposes only and may not be an indication of VICI REIT’s financial condition or results of operations after the MGP Transactions. Additionally, there are differences between the financial results and position of VICI REIT and VICI LP.

The unaudited pro forma condensed combined financial statements incorporated by reference into this prospectus supplement are presented for illustrative purposes only and are based on various adjustments, assumptions and preliminary estimates and may not be an indication of VICI REIT’s future financial condition or results of operations following the MGP Transactions. The actual financial condition and results of operations of VICI REIT following the MGP Transactions may not be consistent with, or evident from, these unaudited pro forma financial statements. In addition, the assumptions used in preparing the unaudited pro forma financial statements may not prove to be accurate, and other factors may affect VICI REIT’s financial condition or results of operations following the MGP Transactions. Any potential decline in VICI REIT’s financial condition or results of operations may cause significant variations in the market price of the common stock of VICI REIT following the MGP Transactions.

Additionally, it is important to understand there are differences between the financial results and position of VICI REIT and VICI LP. VICI REIT operates in two reportable segments: its real property business, conducted through VICI LP, and its golf business consisting of four golf courses, conducted through subsidiaries of VICI REIT that are not direct or indirect subsidiaries of VICI LP. See “Prospectus Supplement Summary—Corporate Structure.” The real property business segment consists of leased real property and represents all of the VICI LP’s business and the substantial majority of VICI REIT’s business. For more information on the differences in the financial results and position of VICI REIT and VICI LP, see VICI REIT’s Annual Report on Form 10-K and VICI REIT’s and/or our current reports on Form 8-K.

While the holders of the Notes will benefit from the Limited Equity Pledge, they will not otherwise have a claim against our or VICI REIT’s assets and should not rely on VICI REIT to make payments with respect to the Notes.

This offering is not conditioned upon the successful completion of the MGP Transactions.

The MGP Transactions are expected to close on the date of, and substantially concurrently with, the settlement of the Notes, on or about , 2022, or otherwise within the marketing period pursuant to the MGP Master Transaction Agreement and no later than May 31, 2022. However, this offering is not conditioned upon the successful completion of the MGP Transactions. If the MGP Transactions are not completed, we will not have any obligation to offer to repurchase any or all of the Notes sold in this offering, and we will use the net proceeds for working capital and general busines purposes, which may include the acquisition, development and improvement of properties, capital expenditures and the repayment of indebtedness.

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USE OF PROCEEDS

We expect the net proceeds from the sale of the Notes in this offering will be approximately $ , after deducting the underwriting discount and other estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to fund all or a portion of VICI REIT’s obligation to redeem a majority of the VICI OP units to be received by MGM or its subsidiaries in connection with the closing of the MGP Transactions. We expect that any remaining net proceeds will be used for general corporate purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital, the repayment of indebtedness, including repaying amounts outstanding on our Revolving Credit Facility, and other general business purposes. As of April 15, 2022, there was $600.0 million outstanding under our Revolving Credit Facility, which was drawn on February 18, 2022 to fund a portion of the purchase price of the Venetian Acquisition. See “Description of Other Indebtedness—Credit Facilities” for more information. Affiliates of certain of the underwriters are lenders under our Revolving Credit Facility and will receive a pro rata portion of any net proceeds that are used to repay amounts outstanding under our Revolving Credit Facility.

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DESCRIPTION OF OTHER INDEBTEDNESS

Credit Facilities

On February 8, 2022, we entered into the Credit Agreement, which provides for (i) the Revolving Credit Facility, a four-year unsecured revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026, and (ii) the Delayed Draw Term Loan, a three-year unsecured delayed draw term loan facility in the amount of $1.0 billion scheduled to mature on March 31, 2025. We refer to the Delayed Draw Term together with the Revolving Credit Facility as the Credit Facilities. The Revolving Credit Facility includes two six-month maturity extension options and the Delayed Draw Term Loan includes two twelve-month extension options, in each case, the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments, in the case of each six-month extension of the Revolving Credit Facility, and 0.125% on the extended term loans, in the case of each twelve-month extension of the Delayed Draw Term Loan. The Credit Facilities include the option to increase the Revolving Credit Facility commitments by up to $1.0 billion and increase the Delayed Draw Term Loan commitments or add one or more new tranches of term loans by up to $1.0 billion in the aggregate, in each case, to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

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

Pursuant to the terms of the Credit Agreement, we are subject to, among other things, customary covenants and the maintenance of various financial covenants. Concurrently with the issuance of the Notes, the Credit Facilities will also benefit from the Limited Equity Pledge. If the MGP Transactions Bridge Facility (as defined herein) is funded and remains outstanding for 90 days, then the Credit Facilities are required to be secured on a second priority basis with the same collateral securing the MGP Transactions Bridge Facility for so long as the MGP Transactions Bridge Facility remains outstanding.

Concurrently with the execution of the Credit Agreement, the secured credit agreement by and among VICI PropCo, as borrower, Goldman Sachs Bank USA, as administrative agent, and the other loan parties and lenders party thereto entered into in December 2017 (as amended, amended and restated and otherwise modified, the “Secured Credit Agreement”) was terminated. All liens and subsidiary guarantees required pursuant to the Secured Credit Agreement were automatically released upon the termination of the Secured Credit Agreement.

On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition.

November 2019 Senior Unsecured Notes

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

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(collectively, the “November 2019 Senior Unsecured Notes”). We used a portion of the net proceeds of the offering to repay in full the $1.55 billion mortgage financing of Caesars Palace Las Vegas, and pay certain fees and expenses, including the net prepayment penalty of $55.4 million. On January 24, 2020, the remaining net proceeds were used to pay for a portion of the purchase price of the acquisition of JACK Cleveland/Thistledown.

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

February 2020 Senior Unsecured Notes

On February 5, 2020, the VICI HY Issuers issued (i) $750.0 million in aggregate principal amount of 3.500% 2025 Notes, which mature on February 15, 2025, (ii) $750.0 million in aggregate principal amount of 3.750% 2027 Notes, which mature on February 15, 2027, and (iii) $1,000.0 million in aggregate principal amount of 4.125% 2030 Notes, which mature on August 15, 2030, under separate indentures, each dated as of February 5, 2020, among the VICI HY Issuers, the subsidiary guarantors party thereto and the Trustee (collectively, the “February 2020 Senior Unsecured Notes” and, together with the November 2019 Senior Unsecured Notes, the “Existing Senior Unsecured Notes”). We placed $2.0 billion of the net proceeds of the offering into escrow pending the consummation of the Eldorado Transaction (which was subsequently released from escrow and used to fund a portion of the purchase price of the Eldorado Transaction on July 20, 2020), and used the remaining net proceeds from the 2025 Notes, together with cash on hand, to redeem in full the outstanding $498.5 million in aggregate principal amount of the Second Lien Notes plus the Second Lien Notes Applicable Premium (as defined in the Second Lien Notes indenture), for a total redemption cost of approximately $537.5 million.

Interest on the February 2020 Senior Unsecured Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year. The 2025 Notes, 2027 Notes and 2030 Notes are redeemable at our option, in whole or in part, at any time on or after February 15, 2022, February 15, 2023, and February 15, 2025, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the 2025 Notes, 2027 Notes or 2030 Notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 15, 2022, with respect to the 2025 Notes, and February 15, 2023, with respect to the 2027 Notes and 2030 Notes, we may redeem up to 40% of the aggregate principal amount of the 2025 Notes, 2027 Notes or 2030 Notes using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture.

Release of Notes, Guarantees and Financial Covenants

Until February 8, 2022, the Existing Senior Unsecured Notes were fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing direct and indirect wholly owned material domestic subsidiaries that guaranteed the Secured Credit Agreement. All subsidiary guarantees were released upon the termination of the Secured Credit Agreement concurrently with the execution of the Credit Agreement on February 8, 2022. Concurrently with the issuance of the Notes, the Existing Senior Unsecured Notes will also benefit from the Limited Equity Pledge.

The respective indentures for the Existing Senior Unsecured Notes each contain covenants that limit VICI LP’s and its 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

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investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting the restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of the VICI HY Issuers’ assets; (viii) enter into certain transactions with their affiliates; and (ix) designate restricted subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI REIT to the extent necessary for VICI REIT to fund a dividend or distribution by VICI REIT that it believes is necessary to maintain its status as a REIT or to avoid payment of any tax for any calendar year that could be avoided by reason of such distribution, and the ability to make certain restricted payments not to exceed 95% of VICI LP’s and its restricted subsidiaries’ cumulative Funds From Operations (as defined in the Existing Senior Unsecured Notes indentures), plus the aggregate net proceeds from (i) the sale of certain equity interests of VICI LP, (ii) capital contributions to VICI LP, and (iii) the issuance and sale of certain convertible indebtedness of VICI LP. As of December 31, 2021, our restricted net assets were approximately $7.4 billion.

Pursuant to the terms of the respective indentures, in the event that (i) the Existing Senior Unsecured Notes are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures, but will be subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the Existing Senior Unsecured Notes are no longer rated investment grade by at least two of S&P, Moody’s and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures but will no longer be subject to the maintenance covenant.

MGP Transactions Bridge Facility

On August 4, 2021, in connection with the MGP Transactions, VICI PropCo entered into a commitment letter (the “MGP Transactions Commitment Letter”) with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. (collectively, the “MGP Transactions Bridge Lender”), pursuant to which, and subject to the terms and conditions set forth therein, the MGP Transactions Bridge Lender provided commitments in an amount up to $9.3 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “MGP Transactions Bridge Facility”), for the purpose of providing a portion of the financing necessary to fund (i) the consideration to be paid in connection with the redemption of a majority of the VICI OP units to be received by MGM or its subsidiaries pursuant to the terms of the MGP Master Transaction Agreement, (ii) amounts to be paid in connection with offers to repurchase the MGP OP Notes pursuant to their respective indentures if the assumption of such notes by VICI LP in the MGP Transactions is unsuccessful and (iii) related fees and expenses. The commitment fee is equal to, (i) with respect to any commitments that remain outstanding on or prior to September 15, 2021, 0.25% of such commitments, (ii) with respect to any commitments that remain outstanding after September 15, 2021 and are terminated on or prior to August 4, 2022, 0.50% of such commitments, and (iii) with respect to any commitments that remain outstanding after August 4, 2022, 0.75% of such commitments. For the year ended December 31, 2021, we recognized $38.7 million of fees related to the MGP Transactions Bridge Facility in interest expense on our Statement of Operations.

Commitments and loans under the MGP Transactions Bridge Facility will be reduced or prepaid, as applicable, in part with the proceeds of certain incurrences of indebtedness, issuances of equity and asset sales. If we use the MGP Transactions Bridge Facility, funding is contingent on the satisfaction of certain customary conditions set forth in the MGP Transactions Commitment Letter, including, among others, (i) the execution and delivery of definitive documentation with respect to the MGP Transactions Bridge Facility in accordance with the terms set forth in the MGP Transactions Commitment Letter and (ii) the consummation of the MGP Transactions in accordance with the MGP Master Transaction Agreement. We do not currently expect VICI PropCo to make any borrowings under the MGP Transactions Bridge Facility, but there can be no assurance that such borrowings will not be made or that we will be able to incur alternative long-term debt financing in lieu of borrowings under the MGP Transactions Bridge Facility on favorable terms, or at all. Interest under the MGP

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Transactions Bridge Facility, if funded, will be calculated on a rate between (i) LIBOR plus 200 basis points and LIBOR plus 275 basis points or (ii) the base rate plus 100 basis points and the base rate plus 175 basis points, in each case depending on duration. The MGP Transactions Bridge Facility, if funded, will contain restrictive covenants and events of default substantially similar to those contained in the senior secured credit facilities that we terminated on February 8, 2022. If we draw upon the MGP Transactions Bridge Facility, there can be no assurances that we would be able to refinance the MGP Transactions Bridge Facility on satisfactory terms, or at all.

On September 23, 2021, following the successful early tender results and participation of the Exchange Offers and Consent Solicitations, the execution of the related MGP OP supplemental indentures (which will become operative upon settlement of the Exchange Offers and the Consent Solicitations) and the elimination of the change of control covenants in connection therewith, $4,242.0 million in committed financing (representing the second tranche of the MGP Transactions Bridge Facility) was terminated in accordance with the terms of the MGP Transactions Commitment Letter. Following such termination, $5,008.0 million in committed financing (representing the first tranche of the MGP Transactions Bridge Facility) remains available in accordance with the terms of the MGP Transactions Commitment Letter.

MGP OP Notes and Exchange Offers and Consent Solicitation

On the Settlement Date for the Exchange Offers and Consent Solicitations, the VICI HY Issuers will issue new notes in exchange for MGP OP Notes validly tendered and not withdrawn as part of the Exchange Offers and Consent Solicitations. The new notes to be issued by the VICI HY Issuers will have the same interest rate, maturity date and redemption features as the corresponding series of MGP OP Notes. For more information regarding the Exchange Offers and Consent Solicitations see “Prospectus Supplement Summary—Recent Developments—The Exchange Offers and Consent Solicitations.”

Following the Settlement Date for the Exchange Offers and Consent Solicitations, some amount of the MGP Notes will remain outstanding. Interest on the MGP OP Notes is payable semi-annually in cash in arrears on (i) May 1 and November 1 of each year, with respect to the MGP OP Notes due 2024, (ii) June 15 and December 15 of each year, with respect to the MGP OP Notes due 2025, (iii) March 1 and September 1 of each year, with respect to the MGP OP Notes due 2026, (iv) February 1 and August 1 of each year, with respect to the MGP OP Notes due 2027, (v) January 15 and July 15 of each year, with respect to the MGP OP Notes due 2028, and (vi) February 15 and August 15 of each year, with respect to the MGP OP Notes due 2029.

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

Following the settlement of the Exchange Offers and Consent Solicitations, we will incur an additional $4.2 billion aggregate principal amount of indebtedness as a result of (i) the new notes issued by the VICI HY Issuers as well as (ii) the assumption of the remaining outstanding MGP OP Notes.

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DESCRIPTION OF THE NOTES

The following description summarizes key terms and provisions of the Notes and the indenture referred to below, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the actual terms and provisions of the Notes and the indenture, which are incorporated herein by reference. The information in this section supplements and, to the extent inconsistent therewith, replaces the information in the accompanying prospectus under the caption “Description of Debt Securities.”

Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Notes or the indenture, as applicable. As used in this “Description of the Notes,” references to “we,” “our” or “us” and “VICI LP” refer solely to VICI Properties L.P., a Delaware limited partnership, references to “VICI OP” refer solely to VICI Properties OP LLC, a Delaware limited liability company that owns all of the limited partnership interests in VICI LP and will be approximately 99% owned by VICI REIT upon completion of the MGP Transactions, and references to “VICI REIT” refer solely to VICI Properties Inc., a Maryland corporation; it being understood that references to VICI LP, VICI OP and VICI REIT do not include such entity’s subsidiaries, unless otherwise expressly stated or the context otherwise requires.

General

VICI LP will issue each series of debt securities from time to time, including the Notes, under an indenture, to be dated as of April , 2022, between us and UMB Bank, National Association (the “Trustee”), as supplemented by a first supplemental indenture with respect to the Notes, to be dated as of April , 2022, between us and the Trustee. We refer to the indenture, as supplemented by the first supplemental indenture, as the “indenture”. The Trustee will initially be the registrar and paying agent for each series of Notes.

The terms of each series of Notes include those provisions contained in the applicable Notes and the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and holders of Notes are referred to the applicable Notes, the indenture, and the Trust Indenture Act for a statement thereof. You may request copies of the indenture and the form of Notes of each series from us.

The Notes of each series will be issued only in fully registered, book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, except under the limited circumstances described in the accompanying prospectus under the caption “Book-Entry Securities.” The principal of, and premium, if any, and interest on, the Notes will be payable in U.S. dollars. The registered holder of a Note will be treated as its owner for all purposes.

If any interest payment date, stated maturity date or redemption date falls on a day that is not a business day, the required payment shall be made on the next business day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable from and after such interest payment date or maturity or redemption date, as the case may be, to such next business day. The term “business day” means, with respect to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by law, regulation or executive order to close.

The Notes will not be guaranteed by VICI REIT. On the issue date, the Notes will not be guaranteed by any Subsidiary of VICI LP; however, a domestic Subsidiary of VICI LP will be required to guarantee the Notes of each series under the limited circumstances described below under “—Possible Future Guarantees.”

Ranking

The Notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The Notes will be effectively

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subordinated in right of payment to our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes will be effectively subordinated in right of payment to all existing and future indebtedness, whether secured or unsecured, and other liabilities of, and any preferred equity in, our Subsidiaries. As of March 31, 2022, we had approximately $5.4 billion principal amount of total indebtedness outstanding on a consolidated basis, none of which was attributable to our Subsidiaries. As of such date, we had no secured indebtedness outstanding and our subsidiaries have no outstanding preferred equity.

Except as described under “—Certain Covenants” below and under the caption “Description of Debt Securities—Merger, Consolidation or Sale” of the accompanying prospectus, the indenture governing the Notes does not prohibit VICI LP or any of its Subsidiaries from incurring additional indebtedness or issuing preferred equity in the future, nor does the indenture afford holders of the Notes protection in the event of (1) a recapitalization transaction or other highly leveraged or similar transaction involving us or VICI REIT, (2) a change of control of us or VICI REIT or (3) a merger, consolidation, reorganization, restructuring or transfer or lease of all or substantially all of our or VICI REIT’s assets or a similar transaction that could materially and adversely affect the holders of the Notes. We may, in the future, enter into certain transactions such as the sale or other transfer of all or substantially all of our assets or a merger or consolidation that may increase the amount of our indebtedness or substantially change our assets, which could have a material adverse effect on our ability to service our indebtedness, including the Notes. See “Risk Factors—Risks Related to the Notes.”

Additional Notes

The % senior notes due 20 (the “20 Notes”) will initially be limited to an aggregate principal amount of $ million, the % senior notes due 20 (the “20 Notes”) will initially be limited to an aggregate principal amount of $ million, the % senior notes due 20 (the “20 Notes”) will initially be limited to an aggregate principal amount of $ million, the % senior notes due 20 (the “20 Notes”) will initially be limited to an aggregate principal amount of $ million, and the % senior notes due 20 (the “20 Notes”) will initially be limited to an aggregate principal amount of $ million.

We may, without the consent of holders of the applicable series of Notes offered hereby, increase the principal amount of a series of Notes by issuing additional Notes of such series in the future on the same terms and conditions, except for any difference in the issue date, issue price, interest accrued prior to the issue date of the additional Notes, and, if applicable, the first interest payment date and the initial interest accrual date, with the same CUSIP number as the applicable series of Notes offered hereby so long as such additional Notes are fungible for U.S. federal income tax purposes with such applicable series of Notes offered hereby. The Notes of a series offered hereby and any additional Notes of such series would rank equally and ratably in right of payment and would be treated as a single series of debt securities for all purposes under the indenture.

Interest

The 20 Notes will accrue interest at the rate of % per year, the 20 Notes will accrue at the rate of % per year, the 20 Notes will accrue interest at the rate of % per year, the 20 Notes will accrue interest at the rate of % per year and the 20 Notes will accrue interest at the rate of % per year, in each case from and including , 2022 or the most recent interest payment date to which interest has been paid or provided for.

Interest on the 20 Notes will be payable semi-annually in arrears on and of each year, beginning , 2022. Interest on the 20 Notes will be paid to each holder in whose name a 20 Note is registered at the close of business on the or (whether or not a business day) immediately preceding the applicable interest payment date. Interest on the 20 Notes will be payable semi-annually in arrears on and of each year, beginning , 2022. Interest on the 20 Notes will be paid to each holder in whose name a 20 Note is registered at the close of business on the or (whether or not a business day) immediately preceding the applicable interest payment date. Interest

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on the 20 Notes will be payable semi-annually in arrears on and of each year, beginning , 2022. Interest on the 20 Notes will be paid to each holder in whose name a 20 Note is registered at the close of business on the or (whether or not a business day) immediately preceding the applicable interest payment date. Interest on the 20 Notes will be payable semi-annually in arrears on and of each year, beginning , 2022. Interest on the 20 Notes will be paid to each holder in whose name a 20 Note is registered at the close of business on the or (whether or not a business day) immediately preceding the applicable interest payment date. Interest on the 20 Notes will be payable semi-annually in arrears on and of each year, beginning , 2022. Interest on the 20 Notes will be paid to each holder in whose name a 20 Note is registered at the close of business on the or (whether or not a business day) immediately preceding the applicable interest payment date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If we redeem the Notes in accordance with the terms of such Notes, we will pay accrued and unpaid interest and premium, if any, to each holder that surrenders a Note for redemption. However, if a redemption falls after a record date and on or prior to the corresponding interest payment date, we will pay the full amount of accrued and unpaid interest due on such interest payment date to the holder of record at the close of business on the corresponding record date.

Maturity

The 20 Notes will mature on , 20 , the 20 Notes will mature on , 20 , the 20 Notes will mature on , 20 , the 20 Notes will mature on , 20 and the 20 Notes will mature on , 20 , subject in each case to the provisions described below under “—Optional Redemption” and “—Gaming Redemption” .

The Notes will be paid, subject to the procedures of DTC, against presentation and surrender thereof at the corporate trust office of the Trustee unless earlier redeemed by us at our option as described under “—Optional Redemption” or “—Gaming Redemption” below. The Notes will not be entitled to the benefits of, or be subject to, any sinking fund.

Optional Redemption

Prior to its maturity date, in the case of the 20 Notes, or their applicable Par Call Date (as defined below), in the case of the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes, we may redeem the Notes of any series at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes to be redeemed discounted to the redemption date (assuming in the case of the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes, that such Notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus basis points in the case of the 20 Notes, basis points in the case of the 20 Notes, basis points in the case of the 20 Notes, basis points in the case of the 20 Notes, and basis points in the case of the 20 Notes, less (b) interest accrued to the date of redemption; and

(2)

100% of the principal amount of the Notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to the redemption date.

In the case of the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes, on or after the applicable Par Call Date, we may redeem such Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

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As used herein:

“Par Call Date” means, in the case of the 20 Notes, ( month prior to the maturity date of the 20 Notes), in the case of the 20 Notes, ( months prior to the maturity date of the 20 Notes), in the case of the 20 Notes, ( months prior to the maturity date of the 20 Notes) and, in the case of the 20 Notes, ( months prior to the maturity date of the 20 Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the date of the notice of redemption based upon the yield or yields for the most recent day that appears or appear, as applicable, after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)–H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the maturity date, in the case of the 20 Notes, and the applicable Par Call Date, in the case of the 20 Notes, the 20 Notes, the 20 Notes or the 20 Notes, as applicable (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the maturity date, in the case of the 20 Notes, or the applicable Par Call Date, in the case of the 20 Notes, the 20 Notes, the 20 Notes or the 20 Notes, as applicable, on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the date of the notice of redemption H.15 TCM or any successor designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding the date of the notice of redemption of the United States Treasury security maturing on, or with a maturity that is closest to, the maturity date, in the case of the 20 Notes, and the applicable Par Call Date, in the case of the 20 Notes, the 20 Notes, the 20 Notes or the 20 Notes, as applicable. If there is no United States Treasury security maturing on such maturity date or Par Call Date, as applicable, but there are two or more United States Treasury securities with a maturity date equally distant from such maturity date or Par Call Date, one with a maturity date preceding such maturity date or Par Call Date and one with a maturity date following such maturity date or Par Call Date, we shall select the United States Treasury security with a maturity date preceding such maturity date or Par Call Date. If there are two or more United States Treasury securities maturing on such maturity date or Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

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Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depository’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption of the Notes of any series, selection of such Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If the Notes of any series are to be redeemed in part only, the notice of redemption that relates to such Notes will state the portion of the principal amount of such Notes to be redeemed. A new Note of the same series in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depository), the redemption of the Notes shall be done in accordance with the policies and procedures of the depository.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes of the applicable series or portions thereof called for redemption.

Gaming Redemption

In addition to the foregoing, if any Gaming Authority requires that a holder or Beneficial Owner of Notes must be licensed, qualified or found suitable under any applicable Gaming Laws and such holder or Beneficial Owner:

(1)

fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or

(2)

is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that Notes from any holder or Beneficial Owner be redeemed (the receipt of notice from a Gaming Authority of any of the foregoing events are collectively referred to herein as “Gaming Redemption Events”), subject to applicable Gaming Laws, VICI LP will have the right, at its option:

(a)

to require any such holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of a Gaming Redemption Event, or

(b)

to call for the redemption of the Notes of such holder or Beneficial Owner at a redemption price equal to the least of:

(i)

the principal amount thereof, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event,

(ii)

the price at which such holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest to the earlier of the date of redemption or the date of a Gaming Redemption Event, or

(iii)

such other lesser amount as may be required by any Gaming Authority.

VICI LP will notify the Trustee in writing of any such redemption as soon as practicable. The holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

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Certain Covenants

The indenture contains, among other things, the following covenants:

Limitation on Incurrence of Indebtedness

Aggregate debt test. The Notes of each series will provide that VICI LP will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Total Net Debt to Adjusted Total Assets Ratio would exceed 0.60 to 1.00; provided that such ratio may exceed 0.60 to 1.00 on or after the consummation of a Significant Acquisition so long as (i) such ratio does not exceed 0.60 to 1.00 as of the end of more than four consecutive fiscal quarters in relation to any such Significant Acquisition and (ii) such ratio does not exceed 0.65 to 1.00 as of the end of any such fiscal quarter.

Secured debt test. The Notes of each series will provide that VICI LP will not, and will not permit any of its Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the Senior Secured Net Debt to Adjusted Total Assets Ratio would exceed 0.40 to 1.00.

Debt service test. The Notes of each series will provide that VICI LP will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of VICI LP and its Subsidiaries on a consolidated basis would be less than 1.5 to 1.0.

Notwithstanding the foregoing, in the event that Indebtedness Incurred is Refinancing Indebtedness, then VICI LP and its Subsidiaries will not be required to satisfy any of the foregoing tests in order to Incur such Refinancing Indebtedness.

Maintenance of total unencumbered assets

The Notes of each series will provide that VICI LP shall maintain Total Unencumbered Assets as of each Reporting Date of not less than 150% of the aggregate outstanding principal amount of VICI LP’s and its Subsidiaries’ Unsecured Debt as of such Reporting Date, all calculated on a consolidated basis in accordance with GAAP.

Provision of financial information

For so long as any Notes are outstanding, if VICI LP is subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, VICI LP will deliver to the Trustee the annual reports, quarterly reports and other documents which it is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act or any successor provision, within 15 days after the date that VICI LP files the same with the SEC. If VICI LP is not subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, and for so long as any Notes are outstanding, VICI LP will deliver to the Trustee the quarterly and annual financial statements and accompanying Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”) disclosure that would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q required to be filed with the SEC if VICI LP was subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, within 15 days of the filing date that would be applicable to VICI LP at that time pursuant to applicable SEC rules and regulations.

Reports and other documents filed with the SEC and publicly available via the EDGAR system or posted to VICI REIT’s website will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR or posting to VICI REIT’s website for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed or are publicly available via EDGAR or posted to VICI REIT’s website. Delivery of such reports, information and

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documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including its compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an officer’s certificate).

Calculations in Respect of the Notes

VICI LP will be responsible for making all calculations required under the Notes. VICI LP will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of the Notes. VICI LP will provide a schedule of our calculations to the Trustee, and the Trustee is entitled to rely upon the accuracy of our calculations without independent investigation or verification. The Trustee will forward our calculations to any holder of Notes upon request.

Possible Future Guarantees

If and for so long as a domestic Subsidiary of VICI LP (a “Possible Future Guarantor”) guarantees amounts outstanding under the Credit Agreement, such entity will be required to guarantee the payment of principal of, and premium, if any, and interest on, the Notes of each series when due on the same basis as such entity’s guarantee under the Credit Agreement; provided, that if at any time a Possible Future Guarantor no longer guarantees or is required to guarantee the amounts outstanding under the Credit Agreement, then such entity’s obligation to be a Possible Future Guarantor under any possible future guarantee will immediately cease and automatically be terminated (including the effectiveness of any supplemental indenture executed pursuant to the following paragraph) from such date and without any other action by any person and without the execution or delivery of any supplemental indenture or other instrument; provided that the Trustee shall be entitled to receive an officer’s certificate to the effect that such entity’s obligations to be a Possible Future Guarantor under any possible future guarantee shall have ceased and terminated; provided, further, that if, following the cessation and termination of such obligation, such Possible Future Guarantor subsequently guarantees any amounts under the Credit Agreement, it shall again be required to guarantee the Notes of each series to the extent provided herein.

If a Possible Future Guarantor is required to guarantee the Notes of each series pursuant to the immediately preceding paragraph, such Possible Future Guarantor shall execute and deliver to the trustee a supplemental indenture to evidence such guarantee within 10 business days of such requirement. For so long as any Possible Future Guarantor guarantees the Notes of any series, it agrees that it waives and will not in any manner whatsoever claim or take the benefit or advantage of any right of reimbursement, indemnity or subrogation or any other rights against VICI LP as a result of any payment by the Possible Future Guarantor under its possible future guarantee until the Notes of all series have been paid in full.

Limited Equity Pledge

The Notes of each series will benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has been granted, and may in the future be granted, in favor of the other pari passu Indebtedness of VICI LP, including Indebtedness pursuant to the Credit Agreement. VICI OP is not a guarantor of the Notes and the Limited Equity Pledge is provided without recourse against VICI OP.

On the issue date, VICI OP will execute and deliver a pledge agreement (the “Limited Equity Pledge Agreement”) to the Trustee defining the terms of the Limited Equity Pledge. The Limited Equity Pledge will secure the payment and performance when due of all of the obligations of VICI LP under the Notes and the indenture, as provided in the Limited Equity Pledge Agreement. By their acceptance of the Notes, each holder

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will be deemed to have accepted the terms of, and agreed to be bound by and authorize the Trustee to perform its obligations under, the Limited Equity Pledge Agreement. The execution of such Limited Equity Pledge Agreement does not create a guarantee in respect of the Notes and there shall not be any recourse against VICI OP in connection therewith. The Limited Equity Pledge Agreement will not require VICI LP or VICI OP to take any actions to perfect any Liens of the Trustee in the limited partnership interest of VICI LP directly owned by VICI OP.

Pursuant to the Limited Equity Pledge Agreement, the Limited Equity Pledge will be released with respect to a series of Notes: (i) upon payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, such series of Notes and all other obligations under the indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; (ii) upon legal defeasance, covenant defeasance or discharge of the indenture with respect to such series of Notes; or (iii) at the option of VICI OP, six months following the termination of the MGM Tax Protection Agreement; provided, that in the case of this clause (iii), the Limited Equity Pledge has been released or will be simultaneously released under the Credit Agreement and any other outstanding Capital Markets Indebtedness of VICI LP.

Discharge, Defeasance and Covenant Defeasance

VICI LP may, at its option and at any time, elect to have its obligations released with respect to certain covenants under the indenture, including the covenants listed under “—Certain Covenants”, as described under “Description of Debt Securities—Discharge, Defeasance and Covenant Defeasance” of the accompanying prospectus, and thereafter any omission to comply with such obligations shall not constitute a default or an Event of Default.

Trustee

UMB Bank, National Association will initially act as the Trustee, registrar and paying agent for the Notes, subject, in the case of the registrar and paying agent, to replacement at VICI LP’s option as provided in the indenture.

The Trustee may resign at any time with respect to any or all series of Notes by giving written notice thereof to VICI LP. The Trustee may also be removed with respect to any or all series of Notes by act of the holders of a majority in aggregate principal amount of the outstanding Notes of such series. The Trustee may also be removed with respect to any or all series of Notes by VICI LP upon the occurrence of certain conditions as set forth under the indenture. No resignation or removal of the Trustee and no appointment of a successor Trustee will become effective until the acceptance of appointment by a successor Trustee in accordance with the applicable requirements of the indenture.

If an Event of Default occurs and is continuing, the Trustee will be required to exercise such of the rights and powers vested in it under the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of the required percentage under the indenture of holders of the Notes only after those holders have offered the Trustee indemnity satisfactory to it.

If the Trustee becomes one of our creditors, it will be subject to limitations on its rights to obtain payment of claims or to realize on some property received for any such claim, as security or otherwise. The Trustee is permitted to engage in other transactions with VICI LP and its affiliates. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign.

No Conversion or Exchange Rights

The Notes will not be convertible into or exchangeable for any shares of VICI REIT or any partnership interests in VICI LP.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, controlling person, stockholder, general partner, limited partner, member or agent of VICI LP or VICI REIT, as such, or of any of VICI LP’s or VICI REIT’s respective predecessors or successors or subsidiaries or affiliates, as such, will have any liability for any of our obligations under the Notes or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of any Note, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the U.S. federal securities laws.

Notices

Except as otherwise provided in the indenture, notices to holders of the Notes will be given by mail to the addresses of the holders of the Notes as they appear in the Note register; provided that notices given to holders holding Notes in book-entry form shall be given electronically through the facilities of DTC or any successor depository.

Governing Law

The indenture, the Notes and any possible future guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Definitions

As used in the indenture, the following terms have the respective meanings specified below:

“Adjusted Total Assets” means, as of any date of determination, the sum of (1) Total Assets as of the Reporting Date; and (2) any increase in Total Assets following the Reporting Date determined on a Pro Forma Basis, including any Pro Forma increase in Total Assets resulting from the application of the proceeds of any additional Indebtedness.

“Average Life” means at any date of determination with respect to any Indebtedness, the quotient obtained by dividing:

(1)

the sum of the products obtained by multiplying:

(A) the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security, and

(B) the amount of such principal payment; by

(2)

the sum of all such principal payments.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“Capital Markets Indebtedness” means any Indebtedness having an aggregate outstanding principal amount in excess of $100.0 million, consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the U.S. Securities and Exchange Commission or (c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Indebtedness” does not include any Indebtedness under Credit Facilities or other commercial bank facilities or similar Indebtedness, a sale and

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leaseback transaction, liabilities under a Finance Lease as reflected on the balance sheet of such Person in accordance with GAAP, or recourse transfer of any financial asset or any other type of Indebtedness Incurred in a manner not customarily viewed as a “securities offering.”

“Capital Stock” means, with respect to any Person, any and all shares, interests, participation or other equivalents (however designated, whether voting or non-voting), including partnership interests, whether general or limited, in the equity of such Person, whether outstanding on the original issue date of the Notes or issued thereafter.

“Cash Equivalents” means any of the following types of Investments:

(1)

Government Securities due within one year after the date of the making of the Investment;

(2)

readily marketable direct obligations of any State of the United States or any political subdivision of any such State or any public agency or instrumentality thereof given on the date of such Investment a credit rating of at least A2 by Moody’s or A by S&P in each case due within one year from the making of the Investment;

(3)

time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws of the United States, any State thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any State thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (7) of this definition and (iii) has combined capital and surplus of at least $1.0 billion, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(4)

certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by any bank incorporated under the laws of the United States, any State thereof or the District of Columbia and having on the date of such Investment combined capital, surplus and undivided profits of at least $250.0 million, or total assets of at least $5.0 billion, in each case due within one year after the date of the making of the Investment;

(5)

certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by any branch or office located in the United States of a bank incorporated under the laws of any jurisdiction outside the United States having on the date of such Investment combined capital, surplus and undivided profits of at least $500.0 million, or total assets of at least $15.0 billion, in each case due within one year after the date of the making of the Investment;

(6)

repurchase agreements covering Government Securities executed by a broker or dealer registered under Section 15(b) of the Exchange Act having on the date of the Investment capital of at least $500.0 million, due within 180 days after the date of the making of the Investment; provided that the maker of the Investment receives written confirmation of the transfer to it of record ownership of the Government Securities on the books of a “primary dealer” in such Government Securities or on the books of such registered broker or dealer, as soon as practicable after the making of the Investment;

(7)

commercial paper issued by any Person organized under the laws of the United States, any State thereof or the District of Columbia and having one of the two highest ratings obtainable from Moody’s or S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(8)

“money market preferred stock” issued by a corporation incorporated under the laws of the United States, any State thereof or the District of Columbia (i) given on the date of such Investment a credit rating of at least Aa by Moody’s and AA by S&P, in each case having an investment period not exceeding 180 days or (ii) to the extent that investors therein have the benefit of a standby letter of credit issued by a lender or a bank described in clauses (3) or (4) above;

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(9)

a readily redeemable “money market mutual fund” sponsored by a bank described in clause (4) or (5) above, or a registered broker or dealer described in clause (6) hereof, that has and maintains an investment policy limiting its investments primarily to instruments of the types described in clauses (1) through (8) hereof and given on the date of such Investment a credit rating of at least Aa by Moody’s and AA by S&P;

(10)

corporate notes or bonds having an original term to maturity of not more than one year issued by a corporation incorporated under the laws of the United States, any State thereof or the District of Columbia, or a participation interest therein; provided that any commercial paper issued by such corporation is given on the date of such Investment a credit rating of at least A2 by Moody’s and A by S&P; and

(11)

Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (1), (3) and (7) of this definition.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Century Master Lease” means that certain lease agreement, dated as of December 6, 2019, by and among Lady Luck C LLC, Cape G LLC, Mountaineer CRR LLC, as landlord, and IOC-Caruthersville, LLC, IOC-Cape Girardeau LLC and Mountaineer Park, Inc., as tenant, with respect to the Century Casino Cape Girardeau, located in Cape Girardeau, Missouri, the Century Casino Caruthersville, located in Caruthersville, Missouri and Mountaineer Casino, Racetrack & Resort, located in New Cumberland, West Virginia, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“CEOC” means CEOC, LLC, a Delaware limited liability company.

“Consolidated EBITDA” means, for any Test Period and with respect to any Person, the sum of (a) Consolidated Net Income of such Person for that period, plus (b) any extraordinary loss reflected in such Consolidated Net Income, and, without duplication, any loss associated with the early retirement of Indebtedness and with any disposition not in the ordinary course of business, in each case for that period, minus (c) any extraordinary gain reflected in such Consolidated Net Income, and, without duplication, any gains associated with the early retirement of Indebtedness and with any disposition not in the ordinary course of business, in each case for that period, plus (d) Consolidated Interest Expense of such Person for that period, plus (e) the aggregate amount of expense for federal, foreign, state and local taxes on or measured by income of such Person for that period (whether or not payable during that period); minus (f) the aggregate amount of benefit for federal, foreign, state and local taxes on or measured by income of such Person for that period (whether or not receivable during that period); plus (g) depreciation, amortization and all unusual or non-recurring and/or non-cash expenses to the extent deducted in arriving at Consolidated Net Income for that period, plus (h) expenses classified as “transaction and acquisition expenses” on the applicable financial statements of that Person for that period, plus (i) rental revenues receivable in cash related to any Master Lease for that period and not recognized under GAAP (so long as such amount is actually received for such period); minus (j) rental revenues recognized under GAAP but not currently receivable in cash under any Master Lease, plus (k) non-controlling or minority interest reflected in Consolidated Net Income, and, without duplication, in each case as determined in accordance with GAAP, in each case for that period, plus (l) non-cash lease and financing adjustments for that period.

“Consolidated Interest Expense” means, for any Test Period, the aggregate amount of interest expense of VICI LP and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus, to the extent deducted in arriving at Consolidated Net Income and without duplication:

(1)

the interest portion of payments paid or payable (without duplication) on Finance Leases;

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(2)

amortization of financing fees, debt issuance costs and interest or deferred financing or debt issuance costs;

(3)

all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(4)

interest with respect to Indebtedness that has been discharged;

(5)

the accretion or accrual of discounted liabilities during such period;

(6)

interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments;

(7)

payments made under Swap Contracts relating to interest rates with respect to such period and any costs associated with breakage in respect of hedging agreements for interest rates;

(8)

all interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees;

(9)

annual or quarterly agency fees paid to the administrative agent under any Credit Facilities; and

(10)

costs and fees associated with obtaining Swap Contracts and fees payable thereunder, all as calculated in accordance with GAAP.

“Consolidated Net Income” means, for any Test Period, the net income (loss) of VICI LP and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, without any reduction in respect of dividends on Preferred Stock; provided that the following items will be excluded in computing Consolidated Net Income, without duplication:

(1)

the net income (or loss) of any Person that is not a Subsidiary, except to the extent of the amount of cash dividends or other distributions actually paid to VICI LP or any of its Subsidiaries by such Person during such period (and, for the avoidance of doubt, the amount of such cash dividends and other distributions will be included in calculating Consolidated Net Income);

(2)

all after-tax gains or losses attributable to asset sales and other asset dispositions;

(3)

all after-tax gains or losses attributable to the extinguishment, retirement or conversion of debt and all after-tax gains and losses attributable to the settlement or termination of Hedging Obligations;

(4)

all after-tax extraordinary gains and extraordinary losses;

(5)

all after-tax gains and losses realized as a result of the cumulative effect of a change in accounting principles;

(6)

all impairment charges or asset write-offs or write-downs, including those related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(7)

all non-cash provisions and benefits attributable to expected credit losses pursuant to Accounting Standards Codification 326;

(8)

all non-cash gains and losses attributable to mark-to-market valuation of Hedging Obligations pursuant to Accounting Standards Codification 815; and

(9)

all non-cash charges and expenses related to stock-based compensation plans or other non-cash compensation,

provided further that when calculating Total Unencumbered Assets, the net income (loss) of VICI LP and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, shall exclude any amounts attributable to unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities.

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“Convertible Indebtedness” means Indebtedness of VICI LP permitted to be Incurred under the terms of the indenture that is (1) either (a) convertible into common stock of VICI REIT (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of VICI REIT and/or cash (in an amount determined by reference to the price of such common stock) and (2) subordinated to the Notes and all obligations with respect to the Notes on terms customary at the time for convertible subordinated debt securities.

“Credit Agreement” means that certain Credit Agreement, dated as of February 8, 2022, among VICI LP, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, including any related notes, guarantees and collateral documents, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Credit Facilities” means one or more debt facilities (including the Credit Agreement), commercial paper facilities, securities purchase agreements, indentures or similar agreements, in each case, with banks or other institutional lenders or investors providing for revolving loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables), letters of credit or the issuance of securities, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon or after termination or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“CSI Lease” means the lease agreement, dated as of September 3, 2021, by and between Caesars Southern Indiana Propco LLC, as landlord, and Caesars Riverboat Casino, LLC, as tenant, for the real estate assets associated with the Caesars Southern Indiana Casino, located in Elizabeth, Indiana, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Currency Agreement” means any agreement or arrangement designed to protect against fluctuations in currency exchange rates.

“Development Property” means Real Property acquired for purposes of becoming, or currently under development into, an Income Property that is owned, operated or leased or otherwise controlled by VICI LP or its Subsidiaries. Each Development Property shall continue to be classified as a Development Property under the indenture until VICI LP reclassifies such Development Property as an Income Property for purposes of the indenture, upon and after which such property shall be classified as an Income Property under the indenture.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction under the applicable circumstances, as determined in good faith by VICI LP.

“Finance Lease” means, as applied to any Person, any lease of any property, whether real, personal or mixed, of such Person as lessee that is required to be classified and accounted for as a finance lease liability in accordance with GAAP; provided, that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the original issue date of the Notes and any similar lease entered into after the issue date by any Person may, in the sole discretion of VICI LP, be treated as an operating lease and not a Finance Lease; and provided further that any Master Lease and any ground lease or similar obligation in which the obligations pursuant to such ground lease or similar obligation are passed on to the tenant under or in connection with a Master Lease will be deemed not to be a Finance Lease.

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“GAAP” means accounting principles generally accepted in the United States of America, consistently applied, as in effect on the date of any calculation or determination.

“Gaming” means casino, race track, racino, video lottery terminal, card club or other gambling activities, including, but not limited to, the operation of slot machines, video lottery terminals, table games, pai gow poker, pari-mutuel wagering, sports wagering or other applicable types of wagering.

“Gaming Approval” means any and all approvals, licenses, findings of suitability, authorizations, registrations, permits, consents, rulings, orders or directives of any Governmental Authority: (1) necessary to enable VICI LP or its Subsidiaries to engage in a Gaming business (including the business of owning or leasing Real Property or vessels used in the Gaming business) or otherwise to continue to conduct its business substantially as is presently conducted or contemplated to be conducted following the original issue date of the Notes, (2) required by any Gaming Law or (3) required to accomplish the financing and other transactions contemplated hereby.

“Gaming Authority” means any governmental agency, authority, board, bureau, commission, department, office or instrumentality with regulatory, licensing or permitting authority or jurisdiction over any Gaming Facility owned by VICI LP or any of its Subsidiaries, or with regulatory, licensing or permitting authority or jurisdiction over any Gaming operation (or a proposed Gaming operation) at a Gaming Facility owned by VICI LP or any of its Subsidiaries.

“Gaming Facility” means any casino, hotel, resort, race track at which pari-mutuel wagering is conducted, racino, off-track wagering site, card club casinos, or venue at which Gaming or wagering is conducted, and all related or ancillary property and assets.

“Gaming Laws” means all applicable provisions of all: (a) constitutions, treaties, statutes or laws governing Gaming Facilities owned by VICI LP or any of its Subsidiaries and rules, regulations, codes and ordinances of, and all administrative or judicial orders or decrees or other laws pursuant to which, any Gaming Authority possesses or exercises regulatory, licensing or permit authority or jurisdiction over Gaming Facilities owned by VICI LP or any of its Subsidiaries; (b) Gaming Approvals; and (c) orders, decisions, determinations, judgments, awards and decrees of any Gaming Authority.

“Government Securities” means readily marketable (a) direct full faith and credit obligations of the United States or obligations guaranteed by the full faith and credit of the United States and (b) obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States that are generally considered in the securities industry to be implicit obligations of the United States.

“Governmental Authority” means any government or political subdivision of the United States or any other country, whether national, federal, state, provincial, local or otherwise, or any agency, authority, board, bureau, central bank, commission, department, municipality or instrumentality thereof or therein, including any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to such government or political subdivision (including any supra-national bodies such as the European Union or the European Central Bank) including any Gaming Authority.

“Greektown Lease” means the lease agreement, dated as of May 23, 2019, by and between Greektown Propco LLC, as landlord, and Penn Tenant III, LLC, as tenant, for Greektown Casino-Hotel in Detroit, Michigan, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

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“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person; or

(2)

entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Hard Rock Cincinnati Lease” means the lease agreement, dated as of September 20, 2019, by and between Cincinnati Propco LLC, as landlord, and Jack Cincinnati Casino LLC, as tenant, for the real estate assets associated with the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under any Interest Rate Agreement or Currency Agreement. For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.

“Income Property” means any Real Property or assets or vessels (including any personal property ancillary thereto or used in connection therewith) owned, operated or leased or otherwise controlled by VICI LP or its Subsidiaries and earning, or intended to earn, current income, whether from rent, lease payments, operations or otherwise. “Income Property” shall not include any Development Property, Redevelopment Property or undeveloped land. Each Income Property shall continue to be classified as an Income Property under the indenture until VICI LP reclassifies such Income Property as a Redevelopment Property for purposes of the indenture, upon and after which such property shall be classified as Redevelopment Property under the indenture.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for the payment of, contingently or otherwise, such Indebtedness; provided, that any premiums, interest (including post-petition interest and payment-in-kind interest), accretion or amortization of original issue discount, fees, expenses and charges with respect to Indebtedness permitted under the indenture will not be considered to be an Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(1)

all obligations of such Person for borrowed money;

(2)

all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(3)

all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person;

(4)

all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable and accrued obligations incurred in the ordinary course of business or other accounts payable in the ordinary course of business in accordance with ordinary trade terms, (ii) financing of insurance premiums and (iii) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet (excluding the footnotes thereto) in accordance with GAAP);

(5)

all Indebtedness of others to the extent secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided, that if such

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obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to the lesser of the Fair Market Value of such property and the amount of the Indebtedness secured;

(6)

with respect to any Finance Leases of such Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP;

(7)

the net amount of the obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements (including Swap Contracts);

(8)

all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances, except obligations in respect of letters of credit issued in support of obligations not otherwise constituting Indebtedness shall not constitute Indebtedness except to the extent such letter of credit is drawn and not reimbursed within 10 Business Days; and

(9)

all Guarantees of such Person in respect of Indebtedness of others of the kinds referred to in clauses (1) through (8) above (other than, for the avoidance of doubt, in connection with any completion guarantee);

provided, that Indebtedness shall not include any obligations in respect of indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds, in each case securing any such obligations of VICI LP or any of its Subsidiaries, in any case Incurred in connection with the disposition of any business, assets or Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition) in a principal amount not in excess of the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by VICI LP and its Subsidiaries on a consolidated basis in connection with such disposition.

The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unless recourse is limited, in which case the amount of such Indebtedness shall be the amount such Person is liable therefor (except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor). The amount of Indebtedness of the type described in clause (4) shall be calculated based on the net present value thereof. The amount of Indebtedness of the type referred to in clause (7) above of any Person shall be zero unless and until such Indebtedness becomes due, in which case the amount of such Indebtedness shall be the amount due that is payable by such Person. For the avoidance of doubt, it is understood and agreed that (x) any obligations of such Person in respect of Cash Management Agreements, (y) any obligations of such Person in respect of employee, consultant or independent contractor deferred compensation and benefit plans and (z) any obligations of such Person in respect of taxes, assessments, governmental charges or levies shall not constitute Indebtedness. For all purposes with respect to this definition, the Indebtedness of VICI LP and its Subsidiaries shall exclude (i) any obligations under any Master Leases, (ii) intercompany liabilities arising from or associated with cash management, tax, or accounting operations and made in the ordinary course of business, (iii) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business and (iv) operating lease liabilities on the balance sheet in accordance with GAAP.

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (1) the aggregate amount of Consolidated EBITDA of VICI LP and its Subsidiaries for the Test Period to (2) Consolidated Interest Expense of VICI LP and its Subsidiaries for such Test Period; provided, however, for purposes of calculating the Interest Coverage Ratio, Consolidated Interest Expense related to any amortization of deferred financing costs and original issue discount shall be excluded.

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“Interest Rate Agreement” means any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement or interest rate collar agreement and any other agreement or arrangement designed to manage interest rates or interest rate risk.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement, but excluding advances to customers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable on the consolidated balance sheet of VICI LP and its Subsidiaries, and residual liabilities with respect to assigned leaseholds incurred in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property (tangible or intangible) to such Person or any payment for property or services solely for the account or use of such Person, or otherwise), or any purchase or acquisition of Equity Interests, bonds, notes, debentures or other similar instruments issued by, such Person.

“JACK Cleveland/Thistledown Master Lease” means that certain lease agreement, dated as of January 24, 2020, by and among Cleveland Propco LLC and Thistledown Propco LLC, for the real estate assets associated with the Jack Cleveland Casino located in Cleveland, Ohio, and Thistledown Racino, located in North Randall, Ohio, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Las Vegas Master Lease” means that certain lease agreement, dated as of October 6, 2017, by and among CPLV Property Owner LLC and Claudine PropCo LLC, as landlord, and Desert Palace LLC, Caesars Entertainment Operating Company, Inc., CEOC, LLC and Harrah’s Las Vegas, LLC, as tenant for the properties listed on Exhibit A thereto, as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Master Leases” means the Regional Master Lease, the Las Vegas Master Lease, the Greektown Lease, the Hard Rock Cincinnati Lease, the JACK Cleveland/Thistledown Master Lease, the Century Master Lease, the CSI Lease, the MGM Master Lease, any Severance Lease and each Similar Lease entered into after the issue date by VICI LP or any of its Subsidiaries and any other Person (other than VICI LP or a Subsidiary).

“MGM Master Lease” means the lease agreement, dated as of April 25, 2016, between MGP Lessor, LLC, as landlord, and MGM Lessee, LLC, as tenant, for the properties listed on Exhibit A thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“MGM Tax Protection Agreement” means that certain tax matters agreement among VICI OP, VICI REIT and the Initial Protected Parties (as defined therein) to be dated the date of the closing of the MGP Transactions.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Funded Senior Secured Indebtedness” means, as of any date of determination, Net Funded Total Indebtedness that is Secured Indebtedness (other than any such Net Funded Total Indebtedness that is expressly subordinated in right of payment to the Notes and all obligations with respect to the Notes pursuant to a written agreement).

“Net Funded Total Indebtedness” means, as of any date of determination, (a) the sum, without duplication, of the aggregate principal amount of all outstanding Indebtedness of VICI LP and any of its Subsidiaries (other than any such Indebtedness that has been discharged) of the kind described in clause (1) of the definition of “Indebtedness,” Indebtedness evidenced by promissory notes and similar instruments and Guarantees in respect of any of the foregoing (to be included only to the extent set forth in clause (ii) below); provided that (i) Net

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Funded Total Indebtedness shall not include Indebtedness in respect of letters of credit, except to the extent of unreimbursed amounts thereunder and (ii) Net Funded Total Indebtedness shall not include Guarantees; provided, however, that if and when any such Guarantee is demanded for payment from VICI LP or any of its Subsidiaries, then the amounts of such Guarantees shall be included in such calculations, minus (b) Unrestricted Cash in an amount not to exceed $250 million.

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the common stock of VICI REIT purchased by VICI LP in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by VICI LP from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by VICI LP from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the common stock of VICI REIT sold by VICI LP substantially concurrently with any purchase by VICI LP of a related Permitted Bond Hedge Transaction.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Preferred Stock” means, with respect to any Person, any and all shares, interests, participation or other equivalents (however designated, whether voting or non-voting) that have a preference on liquidation or with respect to distributions over any other class of Capital Stock, including preferred partnership interests, whether general or limited, or such Person’s preferred or preference stock, whether outstanding on the original issue date of the Notes or issued thereafter, including all series and classes of such preferred or preference stock.

“Pro Forma” or “Pro Forma Basis” means that the following adjustments have been made:

(1)

if the specified Person or any of its Subsidiaries Incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock during the period commencing on the first day of the specified period and ending on (and including) the Transaction Date, then the Consolidated Interest Expense will be calculated giving Pro Forma effect (determined in good faith by VICI LP) to such Incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of proceeds therefrom, as if the same had occurred at the beginning of such period;

(2)

asset sales and asset acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or by any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries during the period commencing on the first day of the specified period and ending on (and including) the Transaction Date, will be given Pro Forma effect (including giving Pro Forma effect to the receipt and application of the proceeds of any asset sale) (determined in good faith by VICI LP) as if they had occurred and such proceeds had been applied on the first day of such specified period, provided that for purposes of calculating any ratio or determining compliance with the covenants set forth under “—Certain Covenants” and under the caption “Description of Debt Securities—Merger, Consolidation or Sale” of the accompanying prospectus, including Investments or acquisitions (and the Incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such

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ratio is made shall be calculated on a Pro Forma Basis assuming that all such Investments or acquisitions (and any increase or decrease in Consolidated Net Income, Consolidated EBITDA, or Adjusted Total Assets and the component financial definitions used therein attributable to such transaction) had occurred on the first day of the applicable Test Period;

(3)

Consolidated EBITDA will be adjusted to give effect to all Pro Forma Cost Savings;

(4)

the Consolidated EBITDA and Consolidated Net Income attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of on or prior to the Transaction Date, will be excluded;

(5)

the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of on or prior to the Transaction Date, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the specified Person or any of its Subsidiaries following the Transaction Date;

(6)

any Person that is or will become a Subsidiary on the Transaction Date will be deemed to have been a Subsidiary at all times during the specified period;

(7)

any Person that is not, or will cease to be, a Subsidiary on the Transaction Date will be deemed not to have been a Subsidiary at any time during the specified period; and

(8)

if any Indebtedness (other than ordinary working capital borrowings) bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Transaction Date had been the applicable rate for the entire specified period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Transaction Date in excess of 12 months).

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and expenses that:

(1)

were attributable to an asset sale, asset acquisition, Investment, merger, consolidation or discontinued operation that occurred during the period or after the end of the period and on or prior to the Transaction Date and that (a) would properly be reflected in a pro forma income statement prepared in accordance with Regulation S-X under the Securities Act or (b) VICI LP reasonably determines will actually be realized within 18 months of the Transaction Date; or

(2)

were actually implemented on or prior to the Transaction Date in connection with or as a result of an asset sale, asset acquisition, Investment, merger, consolidation or discontinued operation and that are supportable and quantifiable by the underlying accounting records.

“Real Property” means (i) each parcel of real property leased or operated by VICI LP or its Subsidiaries, whether by lease, license or other use or occupancy agreement, and (ii) each parcel of real property owned by VICI LP or its Subsidiaries, together with all buildings, structures, improvements and fixtures located thereon, together with all easements, licenses, rights, privileges, appurtenances, interests and entitlements related thereto.

“Redevelopment Property” means any Real Property that operates or is intended to operate as an Income Property (1) that is designated by VICI LP as a “Redevelopment Property,” (2)(A)(i) that has been acquired by VICI LP or its Subsidiaries with a view toward renovating or rehabilitating such Real Property at an aggregate anticipated cost of at least 10.0% of the acquisition cost thereof and such renovation or rehabilitation is expected to disrupt the occupancy of at least 30.0% of the square footage of such Real Property or (ii) that VICI LP or its Subsidiaries intends to renovate or rehabilitate at an aggregate anticipated cost in excess of 10.0% of the Adjusted Total Assets consisting of or related to such Real Property immediately prior to such renovation or rehabilitation and such renovation or rehabilitation is expected to temporarily reduce the Consolidated EBITDA attributable to such Real Property by at least 30.0% as compared to the immediately preceding comparable prior period and (B) with respect to which VICI LP or its Subsidiaries thereof have entered into a binding construction

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contract or construction has commenced and (3) that does not qualify as a “Development Property.” Each Redevelopment Property shall continue to be classified as a Redevelopment Property under the indenture until VICI LP reclassifies such Real Property as an Income Property for purposes of the indenture, upon and after which such Real Property shall be classified as an Income Property under the indenture.

“Refinancing Indebtedness” means Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, in whole or in part, any Indebtedness in an amount not to exceed the amount so refinanced plus the aggregate of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted only if:

(1)

such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and

(2)

such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of each series of Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (A) the remaining Average Life of the Indebtedness to be Refinanced, or (B) 91 days more than the Average Life of each series of Notes.

“Regional Master Lease” means that certain lease agreement, dated as of October 6, 2017, by and among CEOC and the entities listed on Schedule A thereto, as landlord, and the entities listed on Schedule B thereto, as tenant, for the properties listed on Exhibit A thereto, as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Related Businesses” means the development, ownership, leasing or operation of (i) Gaming Facilities, (ii) hotel facilities, retail facilities, entertainment facilities, amusement facilities or experiential facilities related or ancillary to Gaming Facilities and (iii) hotel facilities, retail facilities, entertainment facilities, amusement facilities or experiential facilities and land held for potential development or under development as Gaming Facilities, hotel facilities, retail facilities, entertainment facilities, amusement facilities and experiential facilities (including related or ancillary uses and including Investments in any such Related Businesses or assets related thereto).

“Reporting Date” means the last day of the most recently completed fiscal quarter of VICI LP for which financial statements have been or are required to be delivered pursuant to “—Certain Covenants—Provision of financial information.”

“Secured Indebtedness” means the portion of outstanding Indebtedness secured by a Lien upon the properties or other assets of VICI LP or any of its Subsidiaries.

“Senior Secured Net Debt to Adjusted Total Assets Ratio” means, as of any date of determination, the ratio of (a) the outstanding principal amount of Net Funded Senior Secured Indebtedness to (b) Adjusted Total Assets.

“Severance Lease” means any “Severance Lease” (as defined in the Las Vegas Master Lease and the Regional Master Lease), any “Separate Lease” (as defined in the MGM Master Lease) and any similar leases permitted under any of the other Master Leases.

“Significant Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition (including a merger or consolidation or any other combination with another Person) by one or more of VICI LP and its Subsidiaries of properties or assets of a Person (or the capital stock of a Person) for a purchase price in excess of 5% of Total Assets or its foreign currency equivalent.

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“Similar Lease” means a lease that is entered into by VICI LP or any of its Subsidiaries with another Person (other than VICI LP or its Subsidiary) for the purpose of, or with respect to operating or managing Gaming Facilities, Related Businesses, lodging, leisure and entertainment-related, amusement or experiential Real Property assets of VICI LP or its Subsidiaries.

“Stated Maturity” means:

(1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable; and

(2) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50.0% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and/or one or more other Subsidiaries of such Person and the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute a Swap Contract.

“S&P” means S&P Global Ratings and its successors.

“Test Period” means the most recently completed fiscal quarter of VICI LP for which financial statements have been or are required to be delivered pursuant to “—Certain Covenants—Provision of financial information,” and the three fiscal quarters immediately preceding such fiscal quarter.

“Total Assets” means, as of any date of determination, Consolidated EBITDA of VICI LP and its Subsidiaries for the Test Period most recently ended on or prior to such date of determination divided by 7.00%, plus:

(1)

in the case of any Development Property or Redevelopment Property (or former Development Property or Redevelopment Property) prior to the date when financial results for at least one complete fiscal quarter following completion or opening of the applicable development project are available, 100% of the book value (determined in accordance with GAAP but determined without giving effect to any depreciation) of any such Development Property or Redevelopment Property (or former Development Property or Redevelopment Property) owned or leased by VICI LP and its Subsidiaries as of the Reporting Date; plus

(2)

100% of the book value (determined in accordance with GAAP) of any undeveloped land owned or leased by VICI LP and its Subsidiaries as of the Reporting Date; plus

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(3)

an amount (but not less than zero) equal to all Unrestricted Cash and Cash Equivalents on hand of VICI LP and its Subsidiaries as of the Reporting Date that are not netted against indebtedness in the determination of Net Funded Total Indebtedness or Net Funded Senior Secured Indebtedness, as applicable; plus

(4)

an amount (but not less than zero) equal to all earnest money deposits associated with potential acquisitions by VICI LP and its Subsidiaries as of the Reporting Date that are not netted against indebtedness in the determination of Net Funded Total Indebtedness or Net Funded Senior Secured Indebtedness, as applicable; plus

(5)

the book value (determined in accordance with GAAP) (but determined without giving effect to any depreciation or amortization) of all other Investments (for the avoidance of doubt, other than Income Properties, Development Properties, Redevelopment Properties and unimproved land) held by VICI LP and its Subsidiaries as of the Reporting Date (exclusive of goodwill and other intangible assets); plus

(6)

the book value of all other assets (for the avoidance of doubt, other than Income Properties and assets included in clause (1), (2), (3), (4) or (5) above) of VICI LP and its Subsidiaries as of the Reporting Date, all determined on a consolidated basis in accordance with GAAP;

provided that, the Consolidated EBITDA attributable to any Development Property, Redevelopment Property or undeveloped land (or former Development Property, Redevelopment Property or undeveloped land) or other asset the book value of which is included in Total Assets under clauses (1), (2), (5) or (6) above, shall be excluded. Total Assets shall not include any right of use assets associated with an operating lease in accordance with GAAP.

“Total Net Debt to Adjusted Total Assets Ratio” means, as of any date of determination, the ratio of (a) Net Funded Total Indebtedness to (b) Adjusted Total Assets.

“Total Unencumbered Assets” means, as of any date, the Adjusted Total Assets of VICI LP and its Subsidiaries as of such date (excluding any assets in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities), less any such assets pledged as of such date as collateral to secure any obligations with respect to Secured Indebtedness.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness by VICI LP or any of its Subsidiaries, the date such Indebtedness is to be Incurred.

“Unrestricted Cash” means, as of any date of determination, all cash and Cash Equivalents included in the balance sheets of VICI LP and its Subsidiaries as of such date that, in each case, are free and clear of all Liens that do not secure Indebtedness for borrowed money.

“Unsecured Debt” means, for any Person, any Indebtedness of such Person or its Subsidiaries which is not Secured Indebtedness.

“VICI OP” means VICI Properties OP LLC and its permitted successors and assigns.

“VICI REIT” means VICI Properties Inc. and its permitted successors and assigns.

“Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

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SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This summary supplements and should be read together with the general discussion of the tax considerations relating to VICI REIT’s qualification as a REIT described in the accompanying prospectus under the title “Material U.S. Federal Income Tax Considerations.” To the extent any information set forth under the title “Material U.S. Federal Income Tax Considerations” in the accompanying prospectus is inconsistent with this supplemental information, this supplemental information will apply and supersede the information in the accompanying prospectus. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first paragraph under the title “Material U.S. Federal Income Tax Considerations” in the accompanying prospectus as if that paragraph was set forth in this prospectus supplement.

Taxation of Holders of the Notes

The following is a summary of certain United States federal income tax consequences of the ownership and disposition of the Notes. This summary deals only with Notes held as capital assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”)) by persons who purchase the Notes for cash upon original issuance at their initial offering price. As used herein, the term “U.S. holder” means a beneficial owner of the Notes that, for United States federal income tax purposes, is:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or an entity treated as a corporation for United States federal income tax purposes) that is created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable regulations promulgated by the U.S. Department of the Treasury (the “Treasury Regulations”) to be treated as a United States person.

The term “non-U.S. holder” refers to a beneficial owner of the Notes that is neither a U.S. holder nor a partnership (or any other entity treated as a partnership for United States federal income tax purposes).

If any entity classified as a partnership for United States federal income tax purposes holds Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner in a partnership considering an investment in the Notes, you should consult your own tax advisors.

This summary does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for United States federal income tax purposes). This summary does not deal with special situations, such as those of dealers in securities or currencies, financial institutions, regulated investment companies, tax-exempt entities, insurance companies, REITs, persons holding common stock as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, investors in pass-through entities, U.S. holders of common stock whose “functional currency” is not the United States dollar, or persons required to accelerate the recognition of any item of gross income with respect to the Notes as a result of such income being recognized on an applicable financial statement.

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Certain Contingent Payments

We may be obligated to pay amounts in excess of the stated interest or principal on the Notes, including as described under “Description of the Notes—Optional Redemption.” We may also have the right to redeem the Notes for a redemption price that is less than their initial issue price plus accrued and unpaid interest, if any, as described under “Description of the Notes—Gaming Redemption.” These potential payments may implicate the provisions of Treasury Regulations relating to “contingent payment debt instruments.” According to the applicable Treasury Regulations, certain contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if such contingencies, as of the date of issuance, are remote or incidental. We intend to take the position that the foregoing contingencies are remote or incidental, and we do not intend to treat the Notes as contingent payment debt instruments. Our position that such contingencies are remote or incidental is binding on a holder unless such holder discloses to the Internal Revenue Service (“IRS”) its contrary position in the manner required by applicable Treasury Regulations. Our position is not, however, binding on the IRS, and if the IRS were to successfully challenge this position, a holder might be required to accrue interest income at a higher rate than the stated interest rate (as described below) on the Notes, and to treat as ordinary interest income any gain realized on the taxable disposition of a Note. The remainder of this discussion assumes that the Notes will not be treated as contingent payment debt instruments. Investors should consult their own tax advisors regarding the possible application of the contingent payment debt instrument rules to the Notes.

Considerations Relevant to U.S. Holders

United States Federal Income Tax

Stated interest on a Note will generally be taxable to a U.S. holder as ordinary income at the time it is received or accrued in accordance with the U.S. holder’s usual method of accounting for United States federal income tax purposes.

A U.S. holder will generally recognize gain or loss upon the sale, exchange, retirement, redemption or other taxable disposition of a Note equal to the difference between the amount realized upon the sale, exchange, retirement, redemption or other taxable disposition (less any portion of such amount attributable to accrued and unpaid stated interest, which will be taxable as such to the extent not previously included in income) and the U.S. holder’s adjusted tax basis in the Note. A U.S. holder’s adjusted tax basis in a Note will generally be equal to the amount that such U.S. holder paid for the Note.

Any gain or loss recognized on a taxable disposition of the Note will be capital gain or loss. If, at the time of the sale, redemption or other taxable disposition of the Note, a U.S. holder is treated as holding the Note for more than one year, this capital gain or loss will be long-term capital gain or loss. In the case of certain non-corporate U.S. holders (including individuals), long-term capital gains generally are subject to preferential tax rates. A U.S. holder’s ability to deduct capital losses may be limited.

Certain U.S. holders that are individuals, estates, or trusts are subject to an additional 3.8% Medicare tax on “net investment income,” which includes, among other things, interest on and gains from the sale or other disposition of Notes. Investors in Notes should consult their own tax advisors regarding the 3.8% Medicare tax.

Information Reporting and Backup Withholding

Information reporting generally will be required with respect to interest on the Notes and the proceeds of a sale or other taxable disposition (including a retirement or redemption) of a Note paid to a U.S. holder unless the U.S. holder is an exempt recipient (such as a corporation). Backup withholding will apply to those payments if the U.S. holder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. holder is notified by the IRS that it has failed to report in full payments of interest and dividend income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s United States federal income tax liability if the required information is furnished in a timely manner to the IRS.

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Considerations Relevant to Non-U.S. Holders

United States Federal Withholding Tax

Subject to the discussion of backup withholding and FATCA below, United States federal withholding tax will not apply to any payment of interest on the Notes under the “portfolio interest rule,” provided that:

•

interest paid on the Notes is not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States;

•

the non-U.S. holder does not actually (or constructively) own 10% or more of our capital or profits interests within the meaning of the Code and applicable United States Treasury Regulations;

•

the non-U.S. holder is not a controlled foreign corporation that is related to us within the meaning of the Code;

•

the non-U.S. holder is not a bank whose receipt of interest on the Notes is described in Section 881(c)(3)(A) of the Code; and

•

either (1) the non-U.S. holder provides its name and address on an applicable IRS Form W-8 (or other applicable form), and certifies, under penalties of perjury, that it is not a United States person as defined under the Code or (2) the non-U.S. holder holds its Notes through certain foreign intermediaries and satisfies the certification requirements of applicable United States Treasury Regulations. Special certification rules apply to non-U.S. holders that are pass-through entities rather than corporations or individuals.

If the non-U.S. holder cannot satisfy the requirements described above, payments of interest made to the non-U.S. holder will be subject to a 30% United States federal withholding tax, unless the non-U.S. holder provides the applicable withholding agent with a properly executed:

•

IRS Form W-8BEN or W-8BEN-E, as applicable (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or

•

IRS Form W-8ECI (or other applicable form) certifying that interest paid on the Notes is not subject to withholding tax because it is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (as discussed below under “—United States Federal Income Tax”).

•

The 30% United States federal withholding tax generally will not apply to any gain that the non-U.S. holder realizes on the sale, exchange, retirement, redemption or other taxable disposition of a Note.

United States Federal Income Tax

If the non-U.S. holder is engaged in a trade or business in the United States and interest on the Notes is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), then the non-U.S. holder will be subject to United States federal income tax on that interest on a net income basis in generally the same manner as if the non-U.S. holder were a U.S. holder. In addition, if the non-U.S. holder is a foreign corporation, the non-U.S. holder may be subject to a branch profits tax equal to 30% (or a lower applicable income tax treaty rate) of the non-U.S. holder’s effectively connected earnings and profits, subject to adjustments. If interest received with respect to the Notes is effectively connected income (whether or not a treaty applies), the 30% withholding tax described above will not apply, provided the certification requirements discussed above in “—United States Federal Withholding Tax” are satisfied.

Any gain realized on the sale, exchange, retirement, redemption or other taxable disposition of a Note generally will not be subject to United States federal income tax unless:

•

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent

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establishment), in which case such gain will be subject to United States federal income tax in generally the same manner as effectively connected interest is taxed (as discussed above); in addition, if the non-U.S. holder is a foreign corporation, it may be subject to the branch profits tax equal to 30% (or lesser rate as may be specified under an applicable income tax treaty) on its earnings and profits, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States; or

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other conditions are met, in which case, unless an applicable income tax treaty provides otherwise, the non-U.S. holder will be subject to a flat 30% United States federal income tax on the gain derived from the sale or other taxable disposition, which may be offset by certain United States source capital losses. If a non-U.S. holder is eligible for the benefits of a tax treaty between the United States and its country of residence, any such gain will be subject to U.S. federal income tax in the manner specified by the treaty.

Information Reporting and Backup Withholding

Generally, we must report to the IRS and to each non-U.S. holder the amount of interest paid to such non-U.S. holder and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest on the Notes that are made to the non-U.S. holder provided that the applicable withholding agent has received from the non-U.S. holder the required certification that it is a non-U.S. holder described above in the fifth bullet point under “—United States Federal Withholding Tax” and the withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other taxable disposition (including a retirement or redemption) of Notes within the United States or conducted through certain United States-related financial intermediaries, unless the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it is a non-U.S. holder, or the non-U.S. holder otherwise establishes an exemption and the withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the IRS.

FATCA

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any interest income paid on the Notes and, subject to the proposed Treasury Regulations discussed below, for a disposition of a Note, the gross proceeds from such disposition, in each case paid to (i) a “foreign financial institution” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “nonfinancial foreign entity” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from

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FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). The foregoing rules generally will apply whether the foreign financial institution or nonfinancial foreign entity is the beneficial owner of the Notes or an intermediary. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of our Notes on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. If an interest payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—United States Federal Withholding Tax,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Each holder should consult his/her own tax advisors regarding these rules and whether they may be relevant to his/her ownership and disposition of Notes.

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UNDERWRITING (CONFLICTS OF INTEREST)

Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as the representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us, VICI REIT and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the respective principal amounts of each series of Notes set forth opposite such underwriter’s name below.

Principal
Amount of

Underwriter

20 Notes

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Total

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the Notes sold pursuant to the underwriting agreement if any of the Notes are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments they may be required to make in respect of those liabilities.

The underwriters are offering the Notes, subject to prior sale, when, as and if issued or sold to and accepted by them, subject to approval of legal matters by their counsel and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives of the underwriters have advised us that the underwriters propose initially to offer the Notes to the public at the respective public offering prices listed on the cover page of this prospectus supplement and may offer the Notes to dealers at those respective prices less a concession not in excess of % of the principal amount, in the case of the 20 Notes, not in excess of % of the principal amount, in the case of the 20 Notes, not in excess of % of the principal amount, in the case of the 20 Notes, not in excess of % of the principal amount, in the case of the 20 Notes and not in excess of % of the principal amount, in the case of the 20 Notes. The underwriters may allow, and the dealers may reallow, a discount not in excess of % of the principal amount, in the case of the 20 Notes, a discount not in excess of % of the principal amount, in the case of the 20 Notes, a discount not in excess of % of the principal amount, in the case of the 20 Notes, not in excess of % of the principal amount, in the case of the 20 Notes and not in excess of % of the principal amount, in the case of the 20 Notes to other dealers. After the initial offering, the public offering prices, concessions and discounts may be changed.

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The following table shows the underwriting discounts to be paid to the underwriters by the Company.

20 Notes

Per Note

Total

Per Note

Total

Per Note

Total

Per Note

Total

Per Note

Total

Underwriting Discount

The expenses of this offering, not including the underwriting discount, are estimated at approximately $ million and are payable by us.

No Prior Market

The Notes of each series are a new issue of securities with no established trading market. Although the underwriters may make a market for the Notes after we complete this offering, they have no obligation to do so and may discontinue making a market in the Notes at any time without notice. We have not listed and do not intend to apply for listing of the Notes on any securities exchange. We cannot assure you that a trading market for the Notes will develop or, if developed, that it will continue, or as to the liquidity of any trading market for the Notes that may develop.

Price Stabilization and Short Positions

In connection with this offering of the Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the market price of the Notes. Specifically, the underwriters may overallot in connection with the offering of the Notes, creating a short position. In addition, the underwriters may bid for, and purchase, Notes of any series in the open market to cover short positions or to stabilize the price of such Notes. Any of these activities may stabilize or maintain the market price of the applicable series of Notes above independent market levels, but no representation is made hereby that the underwriters will engage in any of those transactions or of the magnitude of any effect that the transactions described above, if commenced, may have on the market price of the Notes of the applicable series. The underwriters will not be required to engage in these activities, and if they engage in these activities, they may end any of these activities at any time without notice.

Delayed Settlement

We expect that the delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which will be the business day following the date of this prospectus supplement. Under rules of the SEC, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the second business day prior to the closing date specified on the cover page of this prospectus supplement will be required, by virtue of the fact that the normal settlement date for that trade would occur prior to the closing date for the issuance of the Notes, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters.

No Sales of Similar Securities

During the period beginning on the date of this prospectus supplement and continuing to and including the date of delivery of the Notes, we and VICI REIT have agreed not to offer, sell, contract to sell or otherwise dispose of any of our or VICI REIT’s debt securities or warrants to purchase or otherwise acquire our or VICI REIT’s debt securities substantially similar to the Notes (other than (i) the Notes, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the representatives of the underwriters.

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Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us, for which they received or will receive customary fees and expenses. In particular, affiliates of certain of the underwriters are lenders under our Revolving Credit Facility, Delayed Draw Term Loan and MGP Transactions Bridge Facility. Commitments under the MGP Transactions Bridge Facility will be reduced with the proceeds from the Notes offered hereby. See “Description of Other Indebtedness—MGP Transactions Bridge Facility.”

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our or VICI REIT’s securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Conflicts of Interest

As described above under “—Other Relationships,” affiliates of certain of the underwriters are lenders under our Revolving Credit Facility, Delayed Draw Term Loan and MGP Transactions Bridge Facility. Further, as described above under “Use of Proceeds,” we intend to use the net proceeds from this offering to fund all or a portion of VICI REIT’s obligation to redeem a majority of the VICI OP units to be received by MGM or its subsidiaries in connection with the closing of the MGP Transactions, and we expect to use any remaining net proceeds for general corporate purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital, the repayment of indebtedness, including repaying amounts outstanding on our Revolving Credit Facility, and other general business purposes. To the extent we use 5% of more of the net proceeds of this offering for the repayment of indebtedness, including reducing borrowings outstanding under our Revolving Credit Facility, Delayed Draw Term Loan or MGP Transactions Bridge Facility, certain of the underwriters that are lenders in those facilities would be deemed to have a “conflict of interest” in regard to this offering under FINRA Rule 5121. Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary in connection with the offering because the offering is of a class of securities that are investment grade rated. No underwriter with such a “conflict of interest” will confirm sales to any account over which it exercises discretionary authority without the prior written consent of the account holder.

Selling Restrictions

European Economic Area

None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (the “EEA”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“EEA Qualified Investors”). Accordingly any person making or intending to make an offer in that Member State of Notes which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to EEA Qualified Investors. Neither VICI LP nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes other than to EEA Qualified Investors.

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PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

United Kingdom

None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”) (the “UK Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been prepared on the basis that any offer of Notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK Qualified Investors”). Accordingly any person making or intending to make an offer in the United Kingdom of Notes which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to UK Qualified Investors. Neither VICI LP nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes other than to UK Qualified Investors.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS—The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the “FSMA”. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This document and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to

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investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or materials relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any related free writing prospectus or any of their contents.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to VICI LP.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.

Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment hereto or thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The Notes have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the “SFO”) and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and no advertisement, invitation or document relating to the Notes has been or will be issued or has been or will be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise

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caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Singapore

This prospectus supplement and the accompanying prospectus have not been and will not be registered as a prospectus under the Securities and Futures Act 2001 (the “SFA”) by the Monetary Authority of Singapore, and the offer of the Notes in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, this prospectus supplement, the accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA.

It is a condition of the offer that where the Notes are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(a)

a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

(b)

a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor,

securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation, and the beneficiaries’ rights and interest (howsoever described) in that trust, shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the Notes except:

(1)

to an Institutional Investor, an Accredited Investor, a Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4) of the SFA (in the case of that trust);

(2)

where no consideration is or will be given for the transfer;

(3)

where the transfer is by operation of law;

(4)

as specified in Section 276(7) of the SFA; or

(5)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Singapore’s Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, VICI LP has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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Switzerland

This prospectus supplement and the accompanying prospectus are not intended to constitute an offer or solicitation to purchase or invest in the Notes. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to FinSA, and neither this prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

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LEGAL MATTERS

The validity of the Notes offered by this prospectus supplement and the accompanying prospectus and certain U.S. federal income tax matters will be passed upon for us by Hogan Lovells US LLP. Sidley Austin LLP, New York, New York, will act as counsel to the underwriters.

EXPERTS

The financial statements of VICI Properties Inc. as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement, and the effectiveness of VICI Properties Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.

The financial statements of VICI Properties L.P. as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

The financial statements of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement by reference to VICI Properties Inc.’s Current Report on Form 8-K filed on April 18, 2022, and the effectiveness of MGM Growth Properties LLC’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us and VICI REIT to “incorporate by reference” information into this prospectus supplement, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus supplement. This prospectus supplement incorporates by reference the documents and reports listed below:

•

VICI REIT’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022;

•

VICI REIT’s definitive proxy statement on Schedule 14A for its 2022 annual meeting of stockholders, filed with the SEC on March 14, 2022 (solely to the extent incorporated by reference into Part III of VICI REIT’s Annual Report on Form 10-K for the year ended December 31, 2021); and

•

VICI REIT’s current reports on Form 8-K, filed with the SEC on February 9, 2022, February 14, 2022, February 23, 2022 (other than the information furnished pursuant to Item 2.02 and Item 7.01 and Exhibits 99.1 and 99.2 thereto), April 1, 2022, April 14, 2022 and April 18, 2022.

We and VICI REIT also incorporate by reference the information contained in all other documents we and VICI REIT file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are deemed to have been furnished and not filed in accordance with SEC rules, including current reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)) after the date of this prospectus supplement.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

We will provide to each person, including any beneficial owner of our securities, to whom a prospectus supplement and the accompanying prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus supplement free of charge upon written or oral request. Our and VICI REIT’s filings with the SEC are available on our website at www.viciproperties.com, in the “Investors” section, as soon as reasonably practicable after they are filed with the SEC. The information that is contained on, or is or becomes accessible through, our website is not part of this prospectus supplement. You may also obtain a copy of these filings at no cost by calling us at (646) 949-4631 or writing to us at the following address:

VICI Properties Inc.

535 Madison Avenue, 20th Floor

New York, New York 10022

Attn: Secretary

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PROSPECTUS

LOGO

VICI Properties Inc.

Common Stock

Preferred Stock

Stock Purchase Contracts

Depositary Shares

Warrants

Rights

Units

VICI Properties L.P.

Debt Securities

VICI Properties Inc., a Maryland corporation (“VICI REIT”), may from time to time offer, in one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities: common stock, preferred stock, stock purchase contracts, depositary shares representing our preferred stock, warrants to purchase our common stock, preferred stock or depositary shares representing our preferred stock, rights to purchase common stock and units representing an interest in two or more securities.

VICI Properties L.P., a Delaware limited partnership (“VICI LP”) and subsidiary of VICI REIT, may from time to time offer, in one or more series and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, debt securities.

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. Each time VICI REIT and/or VICI LP sell securities, a prospectus supplement will be provided that will contain specific information about the terms and conditions of any securities offered, any net proceeds that VICI REIT and/or VICI LP, as applicable, expect to receive from the sale of such securities and the specific manner in which the securities will be offered. The applicable prospectus supplement will also contain information, where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by the prospectus supplement. The prospectus supplement may add to, update or change the information in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in any of the securities. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

VICI REIT and/or VICI LP may offer the securities directly to investors, through agents designated from time to time by VICI REIT and/or VICI LP, or to or through underwriters or dealers. If any agents, underwriters or dealers are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement with, between or among them will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” on page 69.

The common stock of VICI REIT is listed on the New York Stock Exchange (the “NYSE”) under the symbol “VICI.” On April 14, 2022, the last reported sale price of VICI REIT’s common stock on the NYSE was $29.09 per share. VICI REIT’s and VICI LP’s principal executive offices are located at 535 Madison Avenue, 20th Floor, New York, NY 10022, and VICI REIT’s and VICI LP’s telephone number is (646) 949-4631.

Investing in the securities involves various risks. See “Risk Factors” on page 6 as well as the risk factors contained in documents we file with the Securities and Exchange Commission and which are incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” and “Where You Can Find Additional Information” in this prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 18, 2022.

TABLE OF CONTENTS


About this Prospectus			ii
Certain Information Regarding Caesars and MGM			v
Trademarks and Trade Names			vi
Market and Industry Data			vi
Cautionary Note Regarding Forward-Looking Statements			1
VICI REIT and VICI LP			3
Risk Factors			6
Use of Proceeds			7
Description of Capital Stock			8
Description of Stock Purchase Contracts			21
Description of Depositary Shares			22


Description of Warrants			26
Description of Rights			27
Description of Units			28
Description of Debt Securities			29
Material U.S. Federal Income Tax Considerations			42
Book-Entry Securities			67
Plan of Distribution			69
Legal Matters			72
Experts			72
Where You Can Find More Information			73
Incorporation of Certain Documents by Reference			74

We are responsible for the information contained or incorporated by reference in this prospectus, any prospectus supplement or, any free writing prospectus we may authorize to be delivered to you. To the extent there are any inconsistencies between the information in or incorporated by reference in this prospectus and any prospectus supplement, you should rely on the information in the applicable prospectus supplement. We have not authorized any other person to provide you with different or additional information, and we take no responsibility for any information others may give you. You should assume that the information appearing or incorporated by reference in this prospectus or in any prospectus supplement or free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in such documents. Our business, financial condition, cash flows, operating and financial results, and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). By using a “shelf” registration statement, we may sell, at any time and from time to time, in one or more offerings, one or any combination of the securities described in this prospectus and any accompanying prospectus supplement. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, as well as any accompanying prospectus supplement and any documents incorporated by reference herein and therein. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are only summaries. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of the related matters.

You should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and any applicable prospectus supplement, which we have referred you to in “Incorporation of Certain Documents by Reference” on page 74 of this prospectus, before making an investment decision. Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus. Statements contained or deemed to be incorporated by reference in this prospectus or any applicable prospectus supplement as to the content of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed as an exhibit to a document incorporated or deemed to be incorporated by reference in this prospectus or such prospectus supplement, each such statement being qualified in all respects by such reference. Any information in such subsequent filings and any applicable prospectus supplement that is inconsistent with this prospectus will supersede the information in this prospectus or any earlier prospectus supplement.

Unless the context otherwise requires or unless otherwise specified, (i) all references in this prospectus to “VICI REIT” refer to VICI Properties Inc. together with its consolidated subsidiaries and (ii) all references to “VICI LP” refer to VICI Properties L.P. Unless the context otherwise requires, or unless otherwise specified, all references in this prospectus to the terms “we,” “us” and “our” refer to VICI REIT, together with its consolidated subsidiaries, including VICI LP.