Debt | Debt The following tables detail our debt obligations (each as defined in the column titled “Description of Debt”) as of December 31, 2023 and 2022: ($ In thousands) December 31, 2023 Description of Debt Maturity Interest Rate Principal Amount Carrying Value (1) Revolving Credit Facility USD Borrowings (2) March 31, 2026 SOFR + 1.05% $ — $ — CAD Borrowings (2) (3) March 31, 2026 CDOR + 1.05% 162,346 162,346 GBP Borrowings (2) (3) March 31, 2026 SONIA + 1.05% 11,458 11,458 MGM Grand/Mandalay Bay CMBS Debt March 5, 2032 3.558% 3,000,000 2,773,758 November 2019 Notes 2026 Maturity December 1, 2026 4.250% 1,250,000 1,241,678 2029 Maturity December 1, 2029 4.625% 1,000,000 990,531 February 2020 Notes 2025 Maturity February 15, 2025 3.500% 750,000 747,364 2027 Maturity February 15, 2027 3.750% 750,000 744,762 2030 Maturity August 15, 2030 4.125% 1,000,000 990,111 April 2022 Notes 2025 Maturity May 15, 2025 4.375% 500,000 497,864 2028 Maturity February 15, 2028 4.516% (4) 1,250,000 1,239,594 2030 Maturity February 15, 2030 4.541% (4) 1,000,000 989,347 2032 Maturity May 15, 2032 3.980% (4) 1,500,000 1,482,836 2052 Maturity May 15, 2052 5.625% 750,000 735,854 Exchange Notes 2024 Maturity May 1, 2024 5.625% 1,024,169 1,025,431 2025 Maturity June 15, 2025 4.625% 799,368 790,019 2026 Maturity September 1, 2026 4.500% 480,524 467,728 2027 Maturity February 1, 2027 5.750% 729,466 736,277 2028 Maturity January 15, 2028 4.500% 349,325 339,043 2029 Maturity February 15, 2029 3.875% 727,114 670,939 MGP OP Notes 2024 Maturity May 1, 2024 5.625% 25,831 25,849 2025 Maturity June 15, 2025 4.625% 632 622 2026 Maturity September 1, 2026 4.500% 19,476 18,792 2027 Maturity February 1, 2027 5.750% 20,534 20,523 2028 Maturity January 15, 2028 4.500% 675 646 2029 Maturity February 15, 2029 3.875% 22,886 20,753 Total Debt 4.351% (5) $ 17,123,804 $ 16,724,125 ($ In thousands) December 31, 2022 Description of Debt Maturity Interest Rate Principal Amount Carrying Value (1) Revolving Credit Facility (2) March 31, 2026 SOFR + 1.05% $ — $ — Delayed Draw Term Loan (6) March 31, 2025 SOFR +1.20% — — November 2019 Notes 2026 Maturity December 1, 2026 4.250% 1,250,000 1,238,825 2029 Maturity December 1, 2029 4.625% 1,000,000 988,931 February 2020 Notes 2025 Maturity February 15, 2025 3.500% 750,000 745,020 2027 Maturity February 15, 2027 3.750% 750,000 743,086 2030 Maturity August 15, 2030 4.125% 1,000,000 988,626 April 2022 Notes 2025 Maturity May 15, 2025 4.375% 500,000 496,314 2028 Maturity February 15, 2028 4.516% (4) 1,250,000 1,237,082 2030 Maturity February 15, 2030 4.541% (4) 1,000,000 987,618 2032 Maturity May 15, 2032 3.980% (4) 1,500,000 1,480,799 2052 Maturity May 15, 2052 5.625% 750,000 735,360 Exchange Notes 2024 Maturity May 1, 2024 5.625% 1,024,169 1,029,226 2025 Maturity June 15, 2025 4.625% 799,368 783,659 2026 Maturity September 1, 2026 4.500% 480,524 463,018 2027 Maturity February 1, 2027 5.750% 729,466 738,499 2028 Maturity January 15, 2028 4.500% 349,325 336,545 2029 Maturity February 15, 2029 3.875% 727,114 660,489 MGP OP Notes 2024 Maturity May 1, 2024 5.625% 25,831 25,901 2025 Maturity June 15, 2025 4.625% 632 615 2026 Maturity September 1, 2026 4.500% 19,476 18,542 2027 Maturity February 1, 2027 5.750% 20,534 20,520 2028 Maturity January 15, 2028 4.500% 675 639 2029 Maturity February 15, 2029 3.875% 22,886 20,361 Total Debt 4.496% (5) $ 13,950,000 $ 13,739,675 ____________________ (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 CDOR or SONIA, as applicable), depending on our credit ratings, with an additional 0.10% adjustment. 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%, for both instruments depending on our credit ratings. For the year ended December 31, 2023, the commitment fees for the Revolving Credit Facility was 0.375%. (3) On January 3, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million to fund a portion of the purchase price of the PURE Canadian Gaming Transaction. On August 31, 2023, we drew on the Revolving Credit Facility in the amount of C$75.0 million to fund a portion of the purchase price of the Century Canadian Portfolio Transaction. On October 24, 2023, we drew on the Revolving Credit Facility in the amount of £9.0 million to fund the Cabot Highlands Loan. The balances above are inclusive of foreign currency remeasurement. (4) 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 maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively. (5) The interest rate represents the weighted average interest rates of the outstanding debt adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives ), as applicable. The contractual weighted average interest rate as of December 31, 2023, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.49%. (6) The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022. On February 8, 2023, the Delayed Draw Term Loan facility expired undrawn in accordance with its terms. The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2023: (In thousands) Future Minimum Payments 2024 $ 1,050,000 2025 2,050,000 2026 1,923,804 2027 1,500,000 2028 1,600,000 Thereafter 9,000,000 Total minimum repayments $ 17,123,804 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 November 2019 Senior Notes issued on November 26, 2019, (ii) $2.5 billion aggregate principal amount of February 2020 Notes issued on February 5, 2020, (iii) $5.0 billion aggregate principal amount of April 2022 Notes issued on April 29, 2022, (iv) approximately $4.1 billion aggregate principal amount of Exchange Notes issued on April 29, 2022, in each case issued by the VICI LP and VICI Note Co. Inc., and (v) approximately $90.0 million aggregate principal amount of MGP OP Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer 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 (collectively, 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 and the April 2022 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 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 contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and VICI LP 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 from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time (“Credit Agreement”), providing for (i) a revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (“Revolving Credit Facility”) and (ii) a delayed draw term loan in the amount of $1.0 billion scheduled to mature on March 31, 2025 (“Delayed Draw Term Loan”). The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022 and expired undrawn on February 8, 2023 in accordance with its terms. 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. Borrowings under the Revolving Credit Facility bear interest, at VICI LP’s option, at a benchmark rate based on SOFR (or CDOR 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. 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) 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. Our draw and repayment activity for the Revolving Credit Facility during the years ended December 31, 2023 and 2022 is set forth below: • On October 24, 2023, we drew on the Revolving Credit Facility in the amount of £9.0 million (approximately US$10.9 million based on the exchange rate at the time of funding) to fund the Cabot Highlands Loan. • On August 31, 2023, we drew on the Revolving Credit Facility in the amount of C$75.0 million (approximately US$55.0 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the Century Canadian Portfolio Transaction. • On January 3, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the PURE Canadian Gaming Transaction. • 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 acquisition of the Venetian Resort, which closed on February 23, 2022 (“Venetian Acquisition”). On April 29, 2022, we repaid the outstanding balance of the Revolving Credit Facility using the proceeds from the April 2022 Notes offering. Senior Secured Credit Facilities In December 2017, VICI Properties 1 LLC (“VICI PropCo”) entered into a credit agreement (as amended, amended and restated and otherwise modified, the “2017 Credit Agreement”), comprised of a $2.2 billion seven-year senior secured first lien term loan facility (“Term Loan B Facility”) and a $1.0 billion secured revolving credit facility (the Term Loan B Facility and the secured revolving credit facility, as amended, are referred to together as the “Senior Secured Credit Facilities”). The Term Loan B Facility was repaid in full on September 15, 2021, resulting in recognition of a loss on extinguishment of debt of $15.6 million during the year ended December 31, 2021, representing the write-off of the remaining unamortized deferred financing costs. On February 8, 2022, we terminated the secured revolving credit facility (including the first priority lien on substantially all of VICI PropCo’s material assets and those of its existing and subsequently acquired wholly owned material domestic restricted subsidiaries) and the 2017 Credit Agreement and entered into the Credit Agreement, as described above. MGM Grand/Mandalay Bay CMBS Debt On January 9, 2023, as a result of the 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. Bridge Facilities In connection with our acquisitions, from time to time, we enter into agreements with certain lenders pursuant to which they provide financing commitments, typically consisting of a 364-day first lien secured bridge facility, for the purpose of providing all or a portion of financing necessary in connection with the closing of such transactions. A description of our previous bridge facilities is included below: • MGP Transactions Bridge Facility : On August 4, 2021, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $9.3 billion in the aggregate for the purpose of providing a portion of the financing necessary in connection with the closing of the MGP Transactions, which was fully terminated on April 29, 2022 in connection with such closing. • Venetian Acquisition Bridge Facility : On March 2, 2021, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $4.0 billion in the aggregate for the purpose of providing a portion of the financing necessary to fund the consideration in connection with the closing of the Venetian Acquisition, which was fully terminated on February 23, 2022 in connection with such closing. In each case the commitments were subject to a tiered commitment fee based on the period the respective commitment was outstanding and a structuring fee. The following table shows the amount of such fees recognized in Interest expense on our Statement of Operations for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, (In thousands) 2023 2022 2021 MGP Transactions Bridge Facility $ — $ 15,338 $ 38,762 Venetian Acquisition Bridge Facility — 968 16,387 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 December 31, 2023, we are in compliance with all financial covenants under our debt obligations. |