January 29, 2018
VIA EDGAR
Tom Kluck
Rahul Patel
Office of Real Estate and Commodities
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | VICI Properties Inc. |
Registration Statement on FormS-11 (SEC FileNo. 333-221997)
Dear Mr. Kluck and Mr. Patel:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of VICI Properties Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 2:00 p.m., Eastern time, on January 31, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 11,994 copies of the Preliminary Prospectus dated January 22, 2018 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
| INCORPORATED | ||
| As representatives of the several underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Jon Sierant | |
| Name: | Jon Sierant | |
| Title: | Executive Director |
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Ian Taylor | |
| Name: | Ian Taylor | |
| Title: | Managing Director |
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Chris Porter | |
| Name: | Chris Porter | |
| Title: | Managing Director Investment Banking |
[Signature Page to Acceleration Request]
