Debt | Debt Outstanding Indebtedness on March 31, 2018 : (Dollars in thousands) March 31, 2018 Description of Debt Final Maturity Rate(s) (1) Face Value Book Value (2) VICI PropCo Senior Secured Credit Facilities Senior Secured Revolving Credit Facility (“Revolving Credit Facility”) (3) 2022 Variable $ — $ — First Lien Senior Secured Term Loan (“Term Loan B Facility”) (3)(4) 2024 Variable 2,100,000 2,070,783 Second Priority Senior Secured Notes (“Second Lien Notes”) (5) 2023 8.00% 498,480 498,480 CPLV Debt CPLV CMBS Debt (6) 2022 4.36% 1,550,000 1,550,000 Total Debt $ 4,148,480 $ 4,119,263 ____________________ (1) Interest rate is fixed, except where noted. (2) Book value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (3) Interest is payable quarterly at a rate per annum equal to LIBOR plus 2.00% . (4) Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes). (5) Interest is payable semi-annually. (6) Interest is payable monthly. The following is a schedule of future minimum repayments of long-term debt as of March 31, 2018 : (In thousands) 2018 $ 15,711 2019 20,765 2020 20,558 2021 20,353 2022 1,570,150 Thereafter 2,500,943 Total minimum repayments $ 4,148,480 Senior Secured Credit Facilities In December 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) comprised of a $2,200 million Term Loan B Facility and a $400.0 million Revolving Credit Facility, $300.0 million of which was borrowed (the Term Loan B Facility and the Revolving Credit Facility together, the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities initially bore interest at LIBOR plus 2.25% ; provided that following an underwritten public offering of the equity interests of any parent entity of VICI PropCo which results in such equity interests being listed on a national securities exchange and generates gross cash proceeds of at least $500.0 million , such interest rate will be reduced by 25 basis points. As a result of the Company’s initial public offering, the interest rate was reduced to LIBOR plus 2.00% on February 5, 2018. The Term Loan B Facility was funded with an original issue discount of 0.25% . The Revolving Credit Facility will mature in 2022 , and the Term Loan B Facility will mature in 2024 or the date that is three months prior to the maturity date of the Second Lien Notes, whichever is earlier. The Term Loan B Facility is subject to amortization of 1.0% of principal per annum payable in equal quarterly installments on the last business day of each calendar quarter from and after March 31, 2018. The Credit Agreement contains customary covenants that, among other things, limit the ability of VICI PropCo and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to VICI PropCo or any restricted subsidiary. These covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain the REIT status of the Company. Commencing with the first full fiscal quarter ending after the Closing Date, if there is 30% utilization of the Revolving Credit Facility, VICI PropCo will be required to maintain a maximum total net debt to adjusted asset ratio. At March 31, 2018 , the Company is in compliance with all required covenants under the Credit Facility. The Senior Secured Credit Facilities may be voluntarily prepaid at VICI PropCo’s option, in whole or in part, at any time, and are subject to mandatory prepayment in the event of receipt by VICI PropCo or any of its restricted subsidiaries of the proceeds from the occurrence of certain events, including asset sales, casualty events and issuance of certain indebtedness. In February 2018, the Company completed an initial public offering resulting in net proceeds of approximately $1,307.1 million . The Company used a portion of those proceeds to pay down the $300.0 million outstanding on the Revolving Credit Facility and to repay $100.0 million principal amount of the Term Loan B Facility. Second Lien Notes The Second Lien Notes were issued in October 2017, pursuant to an indenture (the “Indenture”) by and among VICI Properties 1 LLC and VICI FC Inc., a wholly owned subsidiary of VICI PropCo, as issuers (together, the “Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Second Lien Notes are guaranteed by each of the Issuers’ existing and subsequently acquired wholly owned material domestic restricted subsidiaries, and secured by a second priority lien on substantially all of the Issuers’ and such restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI or certain subsidiaries of VICI PropCo, including CPLV and its subsidiaries, are subject to the covenants of the Indenture or are guarantors of the Second Lien Notes. The Indenture contains covenants that limit the Issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. At March 31, 2018 , the Company is in compliance with all required covenants under the Second Lien Notes. The Second Lien Notes are redeemable at the option of the Issuers, with the option to redeem up to 35% of the original aggregate principal amount thereof with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI, at a price equal to 108% of such principal amount of the Second Lien Notes redeemed. In February 2018, the Company used a portion of the proceeds from its initial public offering to redeem $268.4 million of the Second Lien Notes, which represented 35% of the original aggregate principal amount, at a redemption price of 108% plus accrued and unpaid interest to the date of redemption. CPLV CMBS Debt The CPLV CMBS Debt is secured by all of the assets of CPLV Borrower, including, but not limited to, the CPLV Borrower’s (1) fee interest (except as provided in (2)) in and to CPLV, (2) leasehold interest with respect to Octavius Tower, and (3) interest in the CPLV Lease Agreements and all related agreements, including the Lease Agreements. The CPLV CMBS Debt is a first priority lien, subject only to permitted encumbrances (which are as set forth in the loan documentation), and an obligation to repay a specified sum with interest at 4.36% per annum. The CPLV CMBS Debt is evidenced by one or more promissory notes and secured by, among other things, a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee and/or leasehold interest of the CPLV Borrower. The loan documents governing the CPLV CMBS Debt contain covenants limiting CPLV Borrower’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests. At March 31, 2018 , the Company is in compliance with all required covenants under the CPLV CMBS Debt. Summary of Debt-related transactions since December 31, 2017: Face Value (In thousands) Description of Debt Debt at December 31, 2017 Payment Activity Debt at March 31, 2018 VICI PropCo Senior Secured Credit Facilities: Revolving Credit Facility $ 300,000 $ (300,000 ) $ — Term Loan B Facility 2,200,000 (100,000 ) 2,100,000 Second Lien Notes 766,892 (268,412 ) 498,480 CPLV Debt: CPLV CMBS Debt 1,550,000 — 1,550,000 Total Debt $ 4,816,892 $ (668,412 ) $ 4,148,480 |