VICI Properties Inc. Announces a Letter of Intent to Provide $400 Million Mortgage Loan to Caesars/Eldorado and Acquire 23 Acres of Las Vegas Land Adjacent to the Strip

VICI Properties Inc. (NYSE: VICI) ("VICI Properties” or the "Company”), an experiential real estate investment trust, today announced it has agreed to provide a $400 million mortgage loan secured by the Caesars Forum Convention Center in Las Vegas. The loan will bear interest at a rate of 7.7%, with payments subject to 2% annual escalation, and will have a term of 5 years pre-payable beginning in year 3 subject to certain conditions. The Caesars Forum Convention Center will remain subject to the existing Put/Call Agreement between Caesars Entertainment Corporation ("Caesars”) and VICI, with certain modifications, including VICI’s call option accelerating to 2025.

Additionally, VICI Properties has agreed to acquire approximately 23 acres of undeveloped land parcels adjacent to the center of the Las Vegas Strip for a purchase price of $4.5 million per acre for total proceeds of approximately $103.5 million. The acquisition of these land parcels, in addition to the existing 27 acres VICI owns, will give VICI control of 50 acres of land in the vicinity of Harrah’s Las Vegas, The Linq, Flamingo, Bally’s, Paris and Planet Hollywood on the east side of the Las Vegas Strip. Additionally, the VICI land parcel will be adjacent, along its entire western length, to the Las Vegas Monorail, which carries approximately 4.6 million passengers a year, and will also be alongside The High Roller, a skyride attraction that generates approximately 1.5 million visits per year.

The loan and the acquisition of the land parcels are pursuant to a non-binding letter of intent with Eldorado Resorts, Inc. ("Eldorado”) and the closing of such transactions is conditioned upon the business combination of Eldorado and Caesars and remains subject to completion of due diligence and negotiation of definitive documentation, and other customary closing conditions. The closing of the loan and the acquisition of the land are intended to close concurrently and are cross conditioned.

"These investments express VICI’s strong conviction in Caesars’ market leadership, in Las Vegas as the world’s foremost convention destination and in Strip-proximate land as an opportunity to capitalize on the long-term growth of Las Vegas,” said Ed Pitoniak, Chief Executive Officer of VICI Properties. "Our mortgage on the Caesars Forum Convention Center will produce immediate economic benefits for VICI’s stockholders and incremental liquidity for the combined Caesars/Eldorado. Our consolidation of the land parcels that run from the Caesars Forum Convention Center and the adjacent and magnificent MSG Sphere at the north to the backside of Planet Hollywood at the south gives VICI an unrivaled opportunity, over time, to partner with world-class developers and operators in creating the next great Las Vegas place—a multi-property, multi-dimensional experience.”

John Payne, President and Chief Operating Officer of VICI Properties said, "We are excited to announce this creative transaction with our largest tenant, which demonstrates our ability to structure transactions that are mutually beneficial for all parties while growing our revenue base accretively and maximizing optionality. The Caesars Forum Convention Center sets a new standard for convention facilities and we are thrilled to structure this transaction for a truly state of the art property. From the day we started VICI in the Fall of 2017 we have always worked, energetically, to create and execute solutions that contribute to our tenants’ success and our stockholders’ long-term value creation.”

About VICI Properties

VICI Properties is an experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including the world-renowned Caesars Palace. VICI Properties’ national, geographically diverse portfolio consists of 28 gaming facilities comprising over 40 million square feet and features approximately 15,600 hotel rooms and more than 180 restaurants, bars and nightclubs. Its properties are leased to industry leading gaming and hospitality operators, including Caesars Entertainment Corporation, Century Casinos Inc., Hard Rock International, JACK Entertainment and Penn National Gaming, Inc. VICI Properties also owns four championship golf courses and 34 acres of undeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s highest quality and most productive experiential real estate portfolio. For additional information, please visit www.viciproperties.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words "anticipates”, "assumes,” "believes,” "estimates,” "expects,” "guidance,” "intends,” "plans,” "projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. These risks, uncertainties and other factors include, but are not limited to: the impact of changes in general economic conditions, including low consumer confidence, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy (including stemming from the COVID-19 pandemic and changes in the economic conditions as a result of the COVID-19 pandemic); the business combination of Eldorado and Caesars may not be consummated on the timeframe contemplated, or at all; the fact that the transactions described herein may not be completed on the terms contemplated or at all; risks that the Company may not achieve the benefits contemplated by our pending and recently completed transactions and acquisitions of real estate assets, including the transactions described herein; risks that not all potential risks and liabilities have been, or will be, identified in the Company’s due diligence for our pending and recently completed transactions, including the transactions described herein; risks regarding the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate our pending transactions, or other delays or impediments to completing our pending transactions; our ability to obtain the financing necessary to complete our pending transactions, including the transactions described herein, on the terms we currently expect or at all; the possibility that our pending transactions, including the transactions described herein, may not be completed or that completion may be unduly delayed; and the effects of our recently completed acquisitions and the pending transactions, including the transactions described herein, on us, including the future impact on our financial condition, financial and operating results, cash flows, strategy and plans. Important factors that may affect the Company’s business, results of operations and financial position are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

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