VICI PROPERTIES INC. (VICI) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that VICI PROPERTIES INC. surfaced in its latest filing.

• In April 2025, repaid $500.0 million of 4.375% senior unsecured notes due 2025 and $800.0 million of 4.625% senior unsecured notes due 2025 with proceeds from $400.0 million of 4.750% Senior Notes due 2028 and $900.0 million of 5.625% Senior Notes due 2035, resulting in higher interest expense.April 2025
• Modifications to the Caesars Las Vegas Master Lease increased annual rent associated with Caesars Palace Las Vegas and Harrah's Las Vegas, made in connection with the 2020 Eldorado-Caesars merger.2020
• MGM Tax Protection Agreement indemnifies Protected Parties for tax liabilities during Protected Period from sale, transfer, exchange or other disposition of Protected Property, effective through mid-2029.
• VICI OP must maintain approximately $8.5 billion of nonrecourse indebtedness allocable to Protected Parties, which may be reduced over time.
• The company is subject to a tax protection agreement with MGM effective through mid-2029 covering built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay.mid-2029
• MGM Grand/Mandalay Bay JV CMBS loan agreement may require contribution of insurance proceeds to debt repayment, preventing property restoration.
• Twelve leased properties are currently subject to energy benchmarking and/or building performance standards due to their location.
• As of December 31, 2025, the company had approximately $17.1 billion in long-term indebtedness and $2.4 billion of available capacity under the Revolving Credit Facility.December 31, 2025
• North Fork loan is secured by property and assets of the borrower, including cash flows and revenues, but excluding real property or any interests therein.
• Century Mile Racetrack is subject to a ground lease with a local municipality, state, or governmental body.
• Chelsea Piers New York is subject to a ground lease with a local municipality, state, or governmental body.
• MGM National Harbor is subject to a ground lease with a local municipality, state, or governmental body.
• Charter provision: shares held by investors found unsuitable by state gaming regulators are subject to redemption.
• Stockholders acquiring 5% or more of any class of capital stock must apply for qualification, licensure or suitability.
• Certain corporate actions require advance reporting or approval from gaming authorities, including material loans, acquisitions, leases, and securities sales.
• Changes in control through merger, consolidation, or stock or asset acquisitions require gaming authority approval.
• MGP Transactions: VICI as successor could not elect REIT status until the fifth taxable year following MGP's disqualification if MGP lost its REIT status for a taxable year ending on or before the effective time of the MGP Transactions.
• MGP Transactions: VICI as successor by merger to MGP would be subject to any corporate income tax liabilities of MGP, including penalties and interest.
• MGP Transactions: VICI would be subject to corporate-level tax on built-in gain in MGP assets if disposed of within five years following the MGP Transactions.
• MGP Transactions: VICI would succeed to any earnings and profits accumulated by MGP for non-REIT periods and may need to pay a special dividend or use deficiency dividend procedures with interest to the IRS.
• If there is an adjustment to MGP's taxable income or dividends paid deductions, VICI could elect deficiency dividend procedures requiring significant distributions to stockholders and significant interest to the IRS.
• Inflation Reduction Act of 2022: For tax years beginning after December 31, 2022, the company could be subject to the corporate alternative minimum tax and the nondeductible 1% excise tax on stock repurchases.2022
• Insurers may reduce coverage or self-insure, subject to lease compliance.
• The company has experienced cybersecurity events such as viruses, phishing attempts, and attacks on its IT networks and systems, although none have been material to date.
• Third-party entities the company relies on, including cloud data storage and other IT service providers, have experienced cybersecurity events such as viruses, phishing attempts, attacks, and system failures.