VICI

VICI Properties Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K, dated September 8, 2021, discloses a definitive Master Transaction Agreement entered into on August 4, 2021. The agreement outlines a series of mergers between VICI Properties Inc. (the "Company") and MGM Growth Properties LLC ("MGP"). The transaction involves the contribution of VICI's existing operating partnership to a new operating company, followed by a REIT Merger and a Partnership Merger to combine the entities.

Financial Metrics and Data Availability

The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following financial documents attached as exhibits:

• Audited Statements: Consolidated financial statements of MGP and MGP OP for the years ended December 31, 2020 and 2019 (Exhibit 99.1).
• Unaudited Statements: Consolidated financial statements of MGP and MGP OP for the six months ended June 30, 2021 and 2020 (Exhibit 99.2).
• Pro Forma Statements: Unaudited pro forma condensed combined financial statements for the six months ended June 30, 2021, and the year ended December 31, 2020, reflecting the proposed Mergers (Exhibit 99.3).

Investors must refer to these exhibits for specific financial data. The filing explicitly states that pro forma statements are based on assumptions and do not reflect actual future results.

Material Changes and Transaction Structure

The primary material change is the proposed combination of VICI Properties and MGM Growth Properties. The transaction structure includes:

1. Contribution of VICI's interest in its existing operating partnership to a new operating company.
2. MGP merging into a subsidiary of VICI (REIT Merger).
3. The surviving entity merging into MGP OP (Partnership Merger).

Supplemental property statistics for MGP are provided in Exhibit 99.6.

Guidance, Risks, and Management Commentary

Management Commentary: The VICI Board of Directors has recommended the transaction, with reasons detailed in Exhibit 99.5. The company anticipates benefits from the transaction but notes that actual outcomes depend on various factors.

Risks and Contingencies: The filing highlights significant risks, including:

• COVID-19 Impact: Adverse effects on tenants' financial conditions and operations.
• Transaction Failure: Possibility that stockholders do not approve the deal or conditions are not met.
• Integration Risks: Challenges in successfully integrating MGP's business.
• Operational Disruptions: Potential harm to current plans and operations during the transaction process.
• Legal and Regulatory: Potential litigation, third-party contract consents, and maintaining REIT status.

Forward-Looking Statements: The report contains forward-looking statements regarding anticipated timing and benefits, which are subject to uncertainties and should not be relied upon as guarantees.

Key Facts for Investor Verification

• Verify the specific financial metrics (revenue, debt, cash flow) in Exhibits 99.1, 99.2, and 99.3, as they are not listed in the main text.
• Review the Supplemental Risk Factors (Exhibit 99.4) and Board Recommendations (Exhibit 99.5) for detailed rationale and risk exposure.
• Confirm the status of the Master Transaction Agreement conditions and the timeline for closing.
• Assess the impact of the COVID-19 pandemic on MGP's tenant base as described in the risk factors.
• Read the definitive Proxy Statement/Information Statement/Prospectus filed on Form S-4 for comprehensive transaction details.