Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under the Introductory Note is incorporated herein by reference.

Amended and Restated MGM Master Lease Agreement



Concurrently with the closing of the Mergers, a subsidiary of the Company
entered into an amended and restated
triple-net
master lease with a subsidiary of MGM with respect to the properties that are
owned by consolidated subsidiaries of the Company as a result of the Mergers
(the "Amended and Restated MGM Master Lease Agreement"). The Amended and
Restated MGM Master Lease Agreement has an initial term of 25 years, with three
10-year
tenant renewal options, and has an initial total annual rent of $860.0 million.
Rent under the Amended and Restated MGM Master Lease Agreement will escalate at
a rate of 2.0% per annum for the first 10 years and thereafter at the greater of
2.0% per annum and the annual increase in the consumer price index ("CPI"),
subject to a 3.0% cap. The tenant's obligations under the Amended and Restated
MGM Master Lease Agreement are guaranteed by MGM (the "MGM Master Lease
Guaranty"). Upon the closing of MGM's pending sale of the operations of the
Mirage Hotel & Casino (the "Mirage") to Hard Rock International, the Company
will enter into a new separate lease with Hard Rock International related to the
land and real estate assets of the Mirage which will have initial annual base
rent of $90.0 million and other economic terms substantially similar to the
Amended and Restated MGM Master Lease Agreement, including a base term of 25
years with three
10-year
tenant renewal options, escalation of 2.0% per annum (with escalation of the
greater of 2.0% and the annual increase in CPI, capped at 3.0%, beginning in
lease year 11) and minimum capital expenditure requirements of 1.0% of annual
net revenue. Upon the entry into the lease with Hard Rock International, the
initial total annual rent under the Amended and Restated MGM Master Lease
Agreement will be reduced by $90.0 million.

The foregoing descriptions of the Amended and Restated MGM Master Lease Agreement and the MGM Master Lease Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated MGM Master Lease Agreement and the MGM Master Lease Guaranty, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and each are incorporated herein by reference.

Tax Protection Agreement

Concurrently with the closing of the Mergers, the Company entered into a tax protection agreement (the "Tax Protection Agreement") pursuant to which the Company agreed, for a period of 15 years following the closing of the Mergers, to indemnify MGM for certain tax liabilities resulting from (1) the sale, transfer, exchange or other

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disposition of a property owned directly or indirectly by MGP OP immediately
prior to the Closing Date during the
15-year
period following the closing of the Mergers, (2) a merger, consolidation,
transfer of all assets of, or other significant transaction involving VICI OP
pursuant to which the ownership interests of MGM in VICI OP are required to be
exchanged in whole or in part for cash or other property, (3) the failure of
VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness
allocable to MGM, which amount may be reduced over time in accordance with the
Tax Protection Agreement, and (4) the failure to comply with certain tax
covenants that would impact the tax liabilities of MGM. In the event that the
Company breaches restrictions in the Tax Protection Agreement, it will be liable
for
grossed-up
tax amounts associated with the income or gain recognized as a result of such
breach. In addition, the BREIT JV previously entered into a tax protection
agreement with MGM with respect to
built-in
gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which
is effective through
mid-2029,
and by acquiring MGP, the Company bears its 50.1% proportionate share in the
BREIT JV of any indemnity under this existing agreement.

The foregoing description of the Tax Protection Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Protection Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Operating Agreement of VICI OP

In connection with the Mergers, on the Closing Date, an Amended and Restated Limited Liability Company Agreement (the "LLC Agreement") governing VICI OP became effective. The following is a summary of the terms of the LLC Agreement and does not purport to be complete. The following summary is qualified in its entirety by reference to the full text of the LLC Agreement, which is attached . . .

Item 1.02 Termination of a Material Definitive Agreement.

Bridge Financing Commitment Letter



As a result of the consummation of the transactions pursuant to the Master
Transaction Agreement described herein, the remaining commitments in respect of
the Debt Commitment Letter dated as of August 4, 2021, by and among Morgan
Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Citigroup Global
Markets Inc. and any other lenders party thereto (the "Debt Commitment Letter")
were terminated in their entirety and the Debt Commitment Letter terminated in
accordance with its terms. The Debt Commitment Letter was filed as Exhibit 10.1
to the Company's Current Report on Form
8-K,
filed with the SEC on August 5, 2021, and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note is incorporated herein by reference.

Pursuant to the Master Transaction Agreement, at the effective time of the REIT Merger, each outstanding Class A common share, no par value per share, of MGP ("MGP Common Shares") (other than MGP Common Shares then held in treasury by MGP or owned by any of MGP's wholly owned subsidiaries) were converted into the right to receive 1.366 (the "Exchange Ratio") shares of VICI Common Stock, plus the right, if any, to receive cash in lieu of fractional shares of VICI Common Stock into which such MGP Common Shares would have been converted pursuant to the Master Transaction Agreement. The outstanding Class B common share, no par value per share, of MGP, which was held by MGM, was cancelled at the effective time of the REIT Merger.

Pursuant to the Master Transaction Agreement, at the effective time of the Partnership Merger, each limited partnership unit in MGP OP (other than the limited partnership units in MGP OP held by REIT Merger Sub or any subsidiary of MGP OP), all of which were held by MGM and certain of its subsidiaries, was converted into the right to receive a number of VICI OP Units equal to the Exchange Ratio. The Company redeemed a majority of VICI OP Units received by MGM in the Partnership Merger for $4,404,000,000 in cash using a portion of the proceeds from the issuance of the Senior Notes described above on the Closing Date (the "Redemption"). Following the Redemption, MGM retains approximately 12 .2

million VICI OP Units, representing approximately 1 .3 % of the outstanding VICI OP Units.

VICI issued approximately 214.5 million shares of VICI Common Stock as consideration in the REIT Merger. Based on the closing price of VICI Common Stock on April 28, 2022, as reported on the New York Stock Exchange, the aggregate value of the consideration paid or payable to former holders of MGP Common Shares was approximately $6.6 billion.

The assertions embodied in the representations and warranties in the Master Transaction Agreement and the other agreements described herein were made only for purposes of the applicable agreements and as of the specified date (or dates) set forth therein, were made solely for the benefit of the parties to the applicable agreements, are modified or qualified by information in confidential disclosure letters provided by each party to the other in connection with the signing of the agreements, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the agreements are not necessarily characterizations of the actual state of facts about the Company or MGP at the time they were made or otherwise and should only be read in conjunction with the other information that the Company or MGP makes publicly available in reports, statements and other documents filed with the SEC. Stockholders are not third-party beneficiaries to the representations and warranties contained in agreements and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

The foregoing description of the Master Transaction Agreement has been included to provide investors with information regarding its terms and conditions. It does not purport to be a complete description of the Master Transaction Agreement and the transactions contemplated thereby and is qualified in its entirety by reference to the full text of the Master Transaction Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on August 5, 2021, and is incorporated herein by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under

an Off-Balance Sheet

Arrangement of the Registrant.

The disclosure under "Senior Notes Offering" and "Exchange Offers" in Item 1.01 is incorporated herein by reference.




Item 8.01 Other Events.


BREIT Joint Venture

Following the Mergers, the Company retained MGP's 50.1% ownership stake in the
joint venture between MGP and Blackstone Real Estate Income Trust, Inc. ("BREIT
JV"), which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay
(the "BREIT JV Properties"). The BREIT JV lease is a
triple-net
lease with a subsidiary of MGM (the "BREIT JV Lease") and remained unchanged.
The BREIT JV Lease provides for current total annual base rent of approximately
$303.8 million, of which approximately $152.2 million is attributable to MGP's
investment in the BREIT JV, and an initial term of 30 years with two
10-year
tenant renewal options. Rent under the BREIT JV Lease escalates at a rate of
2.0% per annum for the first fifteen years and thereafter at the greater of 2.0%
per annum and the annual increase in CPI, subject to a 3.0% cap. The tenant's
obligations under the BREIT JV Lease are guaranteed by MGM. In connection with
the BREIT JV, subsidiaries of MGP entered into a secured mortgage loan secured
primarily by mortgages on the BREIT JV Properties, and the share of such debt
attributable to the Company or its subsidiaries is $1,503.0 million.

Second Amended and Restated Agreement of Limited Partnership of VICI LP

On the Closing Date, VICI OP, as the limited partner, and VICI Properties GP LLC, a Delaware limited liability company, as the general partner (the "VICI LP GP"), entered into a Second Amended and Restated Agreement of Limited Partnership of VICI LP ("VICI LP Limited Partnership Agreement") to reflect the assignment by the Company of its interest in VICI LP to VICI OP on the Closing Date. Under the VICI LP Limited Partnership Agreement, VICI LP GP manages the business and affairs of VICI LP as general partner and VICI OP will be entitled to all distributions with respect to VICI LP. The foregoing description of the VICI LP Limited Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the VICI LP Limited Partnership Agreement, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

Press Releases

On April 28, 2022, the Company issued a press release announcing the expiration and final results of the Exchange Offers and related consent solicitations with respect to each series of MGP Notes. On April 29, 2022, the Company issued a press release announcing the closing of the transactions contemplated by the Master Transaction Agreement. Copies of the press releases are furnished hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired



The audited consolidated financial statements of MGP and MGP OP as of
December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and
2019 are incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form
8-K,
filed with the SEC on April 18, 2022.

(b) Pro Forma Financial Information



The unaudited pro forma condensed combined financial statements of the Company
as of and for the year ended December 31, 2021, giving effect to the Mergers,
the other transactions contemplated by the Master Transaction
Agreement and certain other pending or recently closed transactions, are
incorporated by reference to Exhibit 99.2 to the Company's Current Report on
Form
8-K,
filed with the SEC on April 18, 2022.

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(d) Exhibits


Exhibit
  No.                                    Description

 2.1*         Master Transaction Agreement, dated August 4, 2021, by and among
            VICI Properties Inc., MGM Growth Properties LLC, MGM Growth Properties
            Operating Partnership LP, Venus Sub LLC, VICI Properties L.P., VICI
            Properties OP LLC and MGM Resorts International (incorporated by
            reference to Exhibit 2.1 to VICI Properties Inc.'s Current Report on
            Form 8-K filed on August 5, 2021).

 4.1          Indenture, dated as of April 29, 2022, between VICI Properties L.P.
            and UMB Bank, National Association, as trustee.

 4.2          First Supplemental Indenture, dated as of April 29, 2022, between
            VICI Properties L.P. and UMB Bank, National Association, as trustee.


 4.3          Form of Global Note representing the 4.375% Senior Notes due 2025
            (included in Exhibit 4.2).

 4.4          Form of Global Note representing the 4.750% Senior Notes due 2028
            (included in Exhibit 4.2).

 4.5          Form of Global Note representing the 4.950% Senior Notes due 2030
            (included in Exhibit 4.2).

 4.6          Form of Global Note representing the 5.125% Senior Notes due 2032
            (included in Exhibit 4.2).

 4.7          Form of Global Note representing the 5.625% Senior Notes due 2052
            (included in Exhibit 4.2).

 4.8          Indenture, dated as of April 29, 2022, relating to the 5.625% Senior
            Notes due 2024, between VICI Properties L.P., VICI Note Co. Inc. and
            UMB Bank, National Association, as trustee.

 4.9          Indenture, dated as of April 29, 2022, relating to the 4.625% Senior
            Notes due 2025, between VICI Properties L.P., VICI Note Co. Inc. and
            UMB Bank, National Association, as trustee.

4.10          Indenture, dated as of April 29, 2022, relating to the 4.500% Senior
            Notes due 2026, between VICI Properties L.P., VICI Note Co. Inc. and
            UMB Bank, National Association, as trustee.

4.11          Indenture, dated as of April 29, 2022, relating to the 5.750% Senior
            Notes due 2027, between VICI Properties L.P., VICI Note Co. Inc. and
            UMB Bank, National Association, as trustee.

4.12          Indenture, dated as of April 29, 2022, relating to the 4.500% Senior
            Notes due 2028, between VICI Properties L.P., VICI Note Co. Inc. and
            UMB Bank, National Association, as trustee.

4.13          Indenture, dated as of April 29, 2022, relating to the 3.875% Senior
            Notes due 2029, between VICI Properties L.P., VICI Note Co. Inc. and
            UMB Bank, National Association, as trustee.

4.14          Form of Global Note representing the 5.625% Senior Notes due 2024
            (included in Exhibit 4.8).

4.15          Form of Global Note representing the 4.625% Senior Notes due 2025
            (included in Exhibit 4.9).

4.16          Form of Global Note representing the 4.500% Senior Notes due 2026
            (included in Exhibit 4.10).

4.17          Form of Global Note representing the 5.750% Senior Notes due 2027
            (included in Exhibit 4.11).

4.18          Form of Global Note representing the 4.500% Senior Notes due 2028
            (included in Exhibit 4.12).

4.19          Form of Global Note representing the 3.875% Senior Notes due 2029
            (included in Exhibit 4.13).

10.1*         Amended and Restated Master Lease, by and between MGP Lessor, LLC
            and MGM Lessee, LLC, dated as of April 29, 2022.

10.2          Amended and Restated Guaranty of Master Lease, by and between MGM
            Resorts International and MGP Lessor, LLC, dated as of April 29, 2022.


10.3*         Tax Protection Agreement, by and among VICI Properties Inc., VICI
            Properties OP LLC, MGM Resorts International and the other parties
            thereto, dated as of April 29, 2022.

10.4          Amended and Restated Limited Liability Company Agreement of VICI
            Properties OP LLC.

10.5          Second Amended and Restated Agreement of Limited Partnership of VICI
            Properties L.P.

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99.1      Press Release, dated April 28, 2022, announcing the expiration, final
        results and settlement of the Exchange Offers and related consent
        solicitations with respect to each series of notes issued by MGM Growth
        Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc.

99.2      Press Release, dated April 29, 2022, announcing the closing of the
        transactions contemplated by the Master Transaction Agreement.

104     Cover Page Interactive Data File (the cover page XBRL tags are embedded
        within the Inline XBRL document).

*       Pursuant to Item 601(b)(2) of Regulation
        S-K,
        certain schedules and exhibits have been omitted from this Current Report
        on Form
        8-K
        and will be furnished to the SEC supplementally upon request.

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