Item 1.01. Entry into a Material Agreement.




On February 8, 2022 (the "Effective Date"), VICI Properties L.P. (the
"Borrower"), a wholly owned subsidiary of VICI Properties Inc. (the "Company"),
entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and the other lenders party thereto (the "Credit
Agreement"), comprised of a $2.5 billion senior unsecured revolving credit
facility scheduled to mature on March 31, 2026 (the "Revolving Credit Facility")
and a $1.0 billion senior unsecured delayed draw term loan facility scheduled to
mature on March 31, 2025 (the "Delayed Draw Term Loan" and, together with the
Revolving Credit Facility, the "Credit Facilities"). As of the Effective Date,
no borrowings were outstanding on either the Delayed Draw Term Loan or the
Revolving Credit Facility. The Delayed Draw Term Loan is available to be drawn
up to 12 months following the Effective Date. The Company expects to use the
proceeds from the Credit Facilities for general corporate purposes, including
the financing of working capital needs, repayment of permitted indebtedness,
acquisitions and other investments permitted by the Credit Agreement.
The Revolving Credit Facility includes two six-month maturity extension options
and the Delayed Draw Term Loan includes two twelve-month extension options, in
each case, the exercise of which is subject to customary conditions and the
payment of an extension fee of 0.0625% on the extended commitments, in the case
of each six-month extension of the Revolving Credit Facility, and 0.125% on the
extended term loans, in the case of each twelve-month extension of the Delayed
Draw Term Loan. The Credit Facilities include the option to increase the
revolving loan commitments by up to $1.0 billion (for a total of $3.5 billion)
and increase the delayed draw term loan commitments or add one or more new
tranches of term loans by up to $1.0 billion (for a total of $2.0 billion) in
the aggregate, in each case, to the extent that any one or more lenders (from
the syndicate or otherwise) agree to provide such additional credit extensions.
Borrowings under the Credit Facilities will bear interest, at the Borrower's
option, (i) with respect to the Revolving Credit Facility, at a rate based on
SOFR (including a credit spread adjustment) plus a margin ranging from 0.775% to
1.325% or a base rate plus a margin ranging from 0.00% to 0.325%, in each case,
with the actual margin determined according to the Company's credit ratings, and
(ii) with respect to the Delayed Draw Term Loan, at a rate based on SOFR
(including a credit spread adjustment) plus a margin ranging from 0.85% to 1.60%
or a base rate plus a margin ranging from 0.00% to 0.60%, in each case, with the
actual margin determined according to the Company's credit 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 to a floor of 1.0%. In addition, the Credit Facilities require the
payment of a facility fee ranging from 0.15% to 0.375% (depending on the
Borrower's credit ratings) of total commitments. The Credit Facilities may be
voluntarily prepaid in full or in part at any time, subject to customary
breakage costs incurred in connection with any prepayment of a SOFR loan, if
applicable.
If commitments and loans pursuant to each bridge facility contemplated by (i)
that certain Commitment Letter dated August 4, 2021, which was executed in
connection with the Company's pending acquisition of MGM Growth Properties, LLC
(the "MGP Transactions Bridge Facility") and/or (ii) that certain Commitment
Letter, dated as of March 2, 2021, which was executed in connection with the
Company's pending acquisition of the Venetian Resort Las Vegas and Venetian Expo
(the "Venetian Transactions Bridge Facility" and together with the MGP
Transactions Bridge Facility, the "Bridge Facilities"), are funded and remain
outstanding for 90 days, then the Credit Facilities are required to be secured
on a second priority basis with the same collateral securing such Bridge
Facilities for so long such Bridge Facility remains outstanding.
The Credit Agreement contains customary representations and warranties and
affirmative, negative and financial covenants. Such covenants include
restrictions on mergers, affiliate transactions, and asset sales as well as the
following financial maintenance covenants:
•percentage of net total indebtedness to total asset value of not more than 60%
as of the last day of any fiscal quarter (or 65% for up to four consecutive
fiscal quarters following any material acquisition);
•ratio of total EBITDA to total fixed charges of not less than 1.50 to 1.00;
•percentage of net secured indebtedness to total asset value of not more than
30%, but increasing to 40% following the repayment in full or termination of the
commitments in respect of the Bridge Facilities;
•following the repayment in full or termination of the commitments in respect of
the Bridge Facilities, percentage of net unsecured indebtedness to the asset
value of unencumbered properties of not more than 60% (or 65% for up to four
consecutive fiscal quarters following any material acquisition); and
•following the repayment in full or termination of the commitments in respect of
the Bridge Facilities, ratio of unencumbered net operating income to unsecured
interest expense of not less than 1.75 to 1.00.

--------------------------------------------------------------------------------

The Credit Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Borrower under the Credit Agreement to be immediately due and payable. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company's debt. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 1.02. Termination of a Material Definitive Agreement.

On the Effective Date, the existing credit agreement by and among VICI Properties 1 LLC, a wholly owned subsidiary of the Company, as borrower, Goldman Sachs Bank USA, as administrative agent, and the other loan parties and lenders party thereto entered into in December 2017 (as amended and restated in May 2019 and amended in January 2020, and as further as amended, amended and restated and otherwise modified, the "Existing Credit Agreement") comprised of a $2.2 billion Term Loan B Facility, which was repaid in full on September 15, 2021, and a $1.0 billion undrawn Secured Revolving Credit Facility (the "Existing Credit Facilities") was terminated. All liens securing the Existing Credit Facilities and subsidiary guarantees of the Existing Credit Facilities were automatically released upon the termination of the Existing Credit Agreement.


               Creation of a Direct Financial Obligation or an Obligation under an

Item 2.03. Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this Item 2.03 is included in Item 1.01 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.




(d)   Exhibits
    Exhibit
      No.             Description
     10.1               Credit Agreement, dated as of February 8, 2022, by and among VICI Properties
                      L.P., as Borrower, the financial institutions party thereto as lenders, and
                      JPMorgan Chase Bank, N.A., as Administrative Agent

      104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses