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.

• Caesars is obligated to pay approximately $1.3 billion in estimated annual lease payments for 2026.2026
• MGM is obligated to pay approximately $1.1 billion in estimated annual lease payments for 2026.2026
• Caesars and MGM together comprise approximately 74% of total leasing revenues for 2025.2025
• Weighted average lease term of 39.6 years as of December 31, 2025.2025-12-31
• Properties on the Las Vegas Strip generated approximately 49% of total revenues for the year ended December 31, 2025.2025-12-31
• In April 2025, VICI repaid $500.0M of 4.375% notes due 2025 and $800.0M of 4.625% notes due 2025 using proceeds from the issuance of $400.0M 4.750% notes due 2028 and $900.0M 5.625% notes due 2035, resulting in higher interest expense.2025-04
• As of December 31, 2025, VICI had approximately $17.1 billion in long-term indebtedness and $2.4 billion of available capacity under the Revolving Credit Facility.2025-12-31
• The MGM Tax Protection Agreement, related to the MGM Grand/Mandalay Bay JV, is effective through mid-2029 and requires indemnifying Protected Parties for tax liabilities triggered by certain events, including failure to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to Protected Parties.mid-2029
• VICI's charter prohibits any stockholder from owning more than 9.8% of any class or series of its capital stock, subject to exceptions, and the Board has previously granted exemptions to certain stockholders.
• Under the MGM Master Lease, the rent escalator is fixed at 2.0% for years two through ten, then the greater of 2.0% and CPI, capped at 3.0%.
• CPI increased at an average of 2.7% in 2025.2025
• Caesars Regional Master Lease performance concerns and market narratives have adversely affected VICI's common stock price.
• The North Fork loan is secured by borrower assets excluding real property or interests therein, and properties on tribal land are subject to tribal laws and limited contractual enforceability, including limited waivers of sovereign immunity and inability to exercise customary foreclosure remedies.
• In a Caesars bankruptcy, a court could re-characterize the modifications to the Caesars Las Vegas Master Lease (increasing rent for Caesars Palace Las Vegas and Harrah’s Las Vegas from the 2020 Eldorado merger) as a disguised financing transaction, potentially allowing restructuring of those rent obligations.2020
• Water levels in Lake Mead, a key water source for Las Vegas, have declined significantly in recent years and remained at reduced levels despite a partial recovery in 2023, with various regulatory bodies continuing to pursue water conservation initiatives.2023
• Century Mile Racetrack, Chelsea Piers New York, and MGM National Harbor are subject to ground lease arrangements with local municipalities, states, or governmental bodies, and payments may be periodically adjusted resulting in significantly higher rents.
• Under the MGM Grand/Mandalay Bay JV CMBS loan agreement, VICI may be required to contribute all or a portion of insurance proceeds to debt repayment, potentially preventing restoration of properties.
• VICI's charter prohibits election of takeover defenses under MGCL Title 3, Subtitle 8 (such as a classified board) without prior stockholder approval by a majority of all votes entitled to be cast.
• VICI has opted out of the Maryland Business Combination Act in its charter, which would otherwise prohibit certain business combinations with an interested stockholder for five years.