Debt | Debt The following tables detail our debt obligations as of June 30, 2024 and December 31, 2023: ($ In thousands) June 30, 2024 Description of Debt Maturity Interest Rate Principal Amount Carrying Value (1) Revolving Credit Facility USD Borrowings (2) March 31, 2026 SOFR + 0.85% $ — $ — CAD Borrowings (2) March 31, 2026 CORRA + 0.85% 157,595 157,595 GBP Borrowings (2) March 31, 2026 SONIA + 0.85% 11,380 11,380 MGM Grand/Mandalay Bay CMBS Debt March 5, 2032 3.558% 3,000,000 2,786,550 2025 Maturities 3.500% Notes February 15, 2025 3.500% 750,000 748,544 4.375% Notes May 15, 2025 4.375% 500,000 498,641 4.625% Notes June 15, 2025 4.625% 800,000 793,843 2026 Maturities 4.500% Notes September 1, 2026 4.500% 500,000 489,020 4.250% Notes December 1, 2026 4.250% 1,250,000 1,243,106 2027 Maturities 5.750% Notes February 1, 2027 5.750% 750,000 755,693 3.750% Notes February 15, 2027 3.750% 750,000 745,604 2028 Maturities 4.500% Notes January 15, 2028 4.500% 350,000 340,950 4.750% Notes February 15, 2028 4.516% (3) 1,250,000 1,240,851 2029 Maturities 3.875% Notes February 15, 2029 3.875% 750,000 697,178 4.625% Notes December 1, 2029 4.625% 1,000,000 991,332 2030 Maturities 4.950% Notes February 15, 2030 4.541% (3) 1,000,000 990,213 4.125% Notes August 15, 2030 4.125% 1,000,000 990,866 2032 Maturities 5.125% Notes May 15, 2032 3.980% (3) 1,500,000 1,483,855 2034 Maturities 5.750% Notes April 1, 2034 5.694% (3) 550,000 540,698 2052 Maturities 5.625% Notes May 15, 2052 5.625% 750,000 736,101 2054 Maturities 6.125% Notes April 1, 2054 6.125% 500,000 485,341 Total Debt 4.362% (4) $ 17,118,975 $ 16,727,361 ($ In thousands) December 31, 2023 Description of Debt Interest Rate Principal Amount Carrying Value (1) Revolving Credit Facility USD Borrowings (2) March 31, 2026 SOFR + 1.05% $ — $ — CAD Borrowings (2) March 31, 2026 CDOR + 1.05% 162,346 162,346 GBP Borrowings (2) March 31, 2026 SONIA + 1.05% 11,458 11,458 MGM Grand/Mandalay Bay CMBS Debt March 5, 2032 3.56% 3,000,000 2,773,758 2024 Maturities 5.625% Notes May 1, 2024 5.625% 1,050,000 1,051,280 2025 Maturities 3.500% Notes February 15, 2025 3.500% 750,000 747,364 4.375% Notes May 15, 2025 4.375% 500,000 497,864 4.625% Notes June 15, 2025 4.625% 800,000 790,641 2026 Maturities 4.500% Notes September 1, 2026 4.500% 500,000 486,520 4.250% Notes December 1, 2026 4.250% 1,250,000 1,241,678 2027 Maturities 5.750% Notes February 1, 2027 5.750% 750,000 756,800 3.750% Notes February 15, 2027 3.750% 750,000 744,762 2028 Maturities 4.500% Notes January 15, 2028 4.500% 350,000 339,689 4.750% Notes February 15, 2028 4.516% (3) 1,250,000 1,239,594 2029 Maturities 3.875% Notes February 15, 2029 3.875% 750,000 691,692 4.625% Notes December 1, 2029 4.625% 1,000,000 990,531 2030 Maturities 4.950% Notes February 15, 2030 4.541% (3) 1,000,000 989,347 4.125% Notes August 15, 2030 4.125% 1,000,000 990,111 2032 Maturities 5.125% Notes May 15, 2032 3.980% (3) 1,500,000 1,482,836 2052 Maturities 5.625% Notes May 15, 2052 5.625% 750,000 735,854 Total Debt 4.351% (4) $ 17,123,804 $ 16,724,125 ____________________ (1) Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (2) Borrowings under the Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or CORRA or SONIA, as applicable), depending on our credit ratings and total leverage ratio with an additional 0.10% adjustment for SOFR term loans and 0.29547% for CORRA daily simple loans, as applicable. Additionally, the commitment fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, depending on our credit ratings and total leverage ratio. For the three and six months ended June 30, 2024, the commitment fee for the Revolving Credit Facility averaged 0.210% and 0.230%, respectively. (3) Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 – Derivatives ). The contractual interest rates on the April 2022 Notes (as defined below) maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively, and the contractual interest rate on the March 2024 Notes (as defined below) maturing 2034 is 5.750%. (4) The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps (as further described in Note 8 – Derivatives ), as applicable. The contractual weighted average interest rate as of June 30, 2024, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.51%. The following table is a schedule of future minimum principal payments of our debt obligations as of June 30, 2024: (In thousands) Future Minimum Principal Payments 2024 (remaining) $ — 2025 2,050,000 2026 1,918,975 2027 1,500,000 2028 1,600,000 2029 1,750,000 Thereafter 8,300,000 Total minimum principal payments $ 17,118,975 Senior Unsecured Notes As set forth in the above table, our outstanding senior unsecured notes consist of (i) $2.25 billion aggregate principal amount of Senior Notes issued on November 26, 2019 (the “November 2019 Notes”), (ii) $2.5 billion aggregate principal amount of Senior Notes issued on February 5, 2020 (the “February 2020 Notes”), (iii) $5.0 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $3.1 billion aggregate principal amount of Senior Notes issued on April 29, 2022, in each case issued by VICI LP and VICI Note Co. Inc. (the “Exchange Notes”), (v) approximately $64.2 million aggregate principal amount of Senior Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer (the “MGP OP Notes”) and remain outstanding following the issuance of the Exchange Notes pursuant to the exchange offer and consent solicitation for the then-outstanding MGP OP Notes, which settled in connection with the completion of our acquisition of MGP on April 29, 2022 and (vi) $1.05 billion aggregate principal amount of Senior Notes issued on March 18, 2024 (the “March 2024 Notes”), comprised of (a) $550.0 million aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034, and (b) $500.0 million aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054. We used the net proceeds of the March 2024 Notes to redeem our then-outstanding (i) $1,024.2 million in aggregate principal amount of the 5.625% Senior Notes due 2024, and (ii) $25.8 million in aggregate principal amount of the 5.625% MGP OP Notes due 2024. The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, and March 2024 Notes are collectively referred to as the “Senior Unsecured Notes”. Subject to the terms and conditions of the respective indentures, each series of Senior Unsecured Notes is redeemable at our option, in whole or in part, at any time for a specified period prior to the maturity date of such series at the redemption prices set forth in the respective indenture governing such series. In addition, 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. Guarantee and Financial Covenants None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes, the April 2022 Notes and the March 2024 Notes 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 also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement (as defined below), and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes. Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) 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. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the Trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to certain of the restrictive covenants under such indentures, but are 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 November 2019 Notes, February 2020 Notes and Exchange 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, as applicable, but will no longer be subject to the maintenance covenant. The indenture governing the April 2022 Notes and March 2024 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and limit VICI LP’s ability to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. Unsecured Credit Facilities On February 8, 2022, we entered into a credit agreement by and among VICI LP, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time (“Credit Agreement”), providing for a revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (“Revolving Credit Facility”). The Revolving Credit Facility includes two six-month maturity extension options the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments. Additionally, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party thereto, in order to permit borrowings under the Revolving Credit Facility in certain foreign currencies in an aggregate principal amount of up to the equivalent of $1.25 billion. On August 4, 2023, the Credit Agreement was amended pursuant to a Second Amendment among VICI LP and the lenders party thereto, in order to replace certain of the participating lenders. On June 17, 2024, the Credit Agreement was amended pursuant to a Third Amendment among VICI LP and the lenders party thereto, in order to effectuate appropriate references to the Canadian Overnight Repo Rate Average (“CORRA”) as the applicable reference rate with respect to Canadian dollar borrowings under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility will bear interest, at VICI LP’s option, at a benchmark rate based on SOFR (or CORRA for Canadian dollars or SONIA for Sterling) (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate (or Canadian prime rate for Canadian dollars) plus a margin ranging from 0.00% to 0.325%, in each case, with the actual margin determined according to VICI LP’s debt ratings and total leverage ratio. 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%. The Canadian prime rate is the highest of (i) the PRIMCAN Index rate and (ii) the average rate for thirty-day Canadian Dollar bankers’ acceptance quoted by Reuters 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 VICI LP’s debt rating and total leverage ratio) of total revolving commitments. Pursuant to the terms of the Credit Agreement, VICI LP is subject to, among other things, customary covenants and the maintenance of various financial covenants. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company’s debt. In connection with our Canadian and United Kingdom foreign currency transactions, we’ve drawn C$215.0 million and £9.0 million, respectively, on the Revolving Credit Facility, the balances of which remain outstanding as of June 30, 2024. MGM Grand/Mandalay Bay CMBS Debt On January 9, 2023, as a result of our acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (“MGM Grand/Mandalay Bay JV Interest Acquisition”), we consolidated the assets and liabilities of the MGM Grand/Mandalay Bay JV, which includes the $3.0 billion in principal amount of outstanding CMBS debt (the “MGM Grand/ Mandalay Bay CMBS Debt”). The MGM Grand/Mandalay Bay CMBS Debt was originally incurred on February 14, 2020 pursuant to a loan agreement (as amended from time to time, the “MGM Grand/Mandalay Bay CMBS Loan Agreement”), and is secured primarily by mortgages on certain affiliates of the MGM Grand/Mandalay Bay JV’s fee interest in the real estate assets related to the MGM Grand Las Vegas and the Mandalay Bay Resort and Casino. The MGM Grand/Mandalay Bay CMBS Debt matures in March 2032 and bears interest at 3.558% per annum until March 2030 at which time the rate can change in accordance with the terms of the MGM Grand Mandalay Bay CMBS Loan Agreement until maturity. The MGM Grand/Mandalay Bay CMBS Loan Agreement contains certain customary affirmative and negative covenants and events of default, including, among other things, restrictions on the ability of the MGM Grand/Mandalay Bay JV and certain of its affiliates to incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay JV to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings. Financial Covenants As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At June 30, 2024, we were in compliance with all financial covenants under our debt obligations. |