“2025 Notes” refers to $750.0 million aggregate principal amount of 3.500% senior unsecured notes due 2025 issued by the Operating Partnership and VICI Note Co. Inc., as co-issuer, in February 2020.

“2027 Notes” refers to $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027 issued by the Operating Partnership and VICI Note Co. Inc., as co-issuer, in February 2020.

“2030 Notes” refers to $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030 issued by the Operating Partnership and VICI Note Co. Inc., as co-issuer, in February 2020.

“Authorized Share Capital Increase” refers to the expected amendment to VICI’s charter prior to the closing of the Mergers to increase: (i) the number of shares of stock that VICI is authorized to issue from 1,000,000,000 to 1,400,000,000; (ii) the number of shares of VICI Common Stock that VICI is authorized to issue from 950,000,000 to 1,350,000,000; and (iii) the aggregate par value of all authorized shares of stock of VICI having par value from $10,000,000 to $14,000,000.

“BREIT JV” refers to the joint venture of MGP with Blackstone Real Estate Income Trust, Inc.

“Cancelled Shares” refers to each MGP Class A Common Share held in treasury by MGP or owned by any of MGP’s wholly-owned subsidiaries and the MGP Class B Common Share.

“Closing” refers to the closing of the Mergers.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Combined Company” refers to VICI and its subsidiaries after the closing of the Mergers.

“CPLV Additional Rent Acquisition” refers to an amendment to increase the annual rent payable to us under the Las Vegas Master Lease Agreement associated with Caesars Palace Las Vegas by $83.5 million.

“CPLV Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas, as amended from time to time, which was combined with the HLV Lease Agreement into the Las Vegas Master Lease Agreement upon the consummation of the Eldorado Transaction.

“DLLCA” refers to the Delaware Limited Liability Company Act.

“DRULPA” refers to the Delaware Revised Uniform Limited Partnership Act.

“Eldorado Transaction” refers to a series of transactions between us and Eldorado in connection with the Eldorado/Caesars Merger, including the acquisition of the Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin properties, modifications to the Caesars Lease Agreements, and rights of first refusal.

“Eldorado/Caesars Merger” refers to the merger consummated on July 20, 2020 under an Agreement and Plan of Merger pursuant to which a subsidiary of Eldorado merged with and into Caesars Entertainment Corporation, with Caesars Entertainment Corporation surviving as a wholly owned subsidiary of Caesars (which changed its name from Eldorado in connection with the closing of the Eldorado/Caesars Merger).

“Exchange Ratio” refers to 1.366 shares of VICI Common Stock per MGP Common Share, other than the Cancelled Shares, 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 terms and subject to the conditions set forth in the Master Transaction Agreement.

“Existing VICI OP” means VICI Properties L.P., a Delaware limited partnership.

“February 2020 Senior Unsecured Notes” refers collectively to the 2025 Notes, the 2027 Notes and the 2030 Notes.

“Fractional Share Consideration” refers to cash in lieu of any fractional shares of VICI Common Stock (equal to such fractional part of a share of VICI Common Stock to which the holder would otherwise be entitled to receive in exchange for MGP Class A Common Shares held by such holder immediately prior to the REIT Merger Effective Time multiplied by the volume weighted average price of VICI Common Stock for the ten trading days immediately prior to the date of the Closing).

“GAAP” refers to the accounting principles generally accepted in the United States of America.

“HLV Additional Rent Acquisition” refers to an amendment to increase the annual rent payable to us under the Las Vegas Master Lease Agreement associated with Harrah’s Las Vegas property by $15.0 million.

“HLV Lease Agreement” refers to the lease agreement for the Harrah’s Las Vegas facilities, as amended from time to time, which was combined with the CPLV Lease Agreement into the Las Vegas Master Lease Agreement upon the consummation of the Eldorado Transaction.

“Joliet Lease Agreement” refers to the lease agreement for the facility in Joliet, Illinois, as amended from time to time.

“June 2020 Forward Sale Agreement” refers to a primary follow-on offering by VICI of 29,900,000 shares of VICI Common Stock with an aggregate public offering price of $662.3 million, all of which are subject to a forward sale agreement with Morgan Stanley & Co. LLC dated June 16, 2020, which was partially settled by delivering 3,000,000 shares of VICI Common Stock to the forward purchaser in exchange for total net proceeds of approximately $63.0 million.

“Las Vegas Master Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas and the Harrah’s Las Vegas facilities, as amended from time to time, from and after the consummation of the Eldorado Transaction.

“Lease Modifications” refers to the reassessment of the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement and Joliet Lease Agreement in connection with the Eldorado Transaction in July 2020.

“March 2021 Forward Sale Agreement” refers to a primary follow-on offering of 69,000,000 shares of common stock (inclusive of 9,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at a public offering price of $29.00 per share for an aggregate offering value of $2,001.0 million, all of which are subject to forward sale agreements, which require settlement by March 4, 2022. VICI did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates.

“Master Transaction Agreement” refers to the Master Transaction Agreement, dated as of August 4, 2021, by and among MGP, MGP OP, VICI, REIT Merger Sub, Existing VICI OP, New VICI Operating Company and MGM, as it may be amended or modified from time to time, a copy of which is attached as Annex A to this proxy statement/information statement/prospectus.

“Mergers” refers to the Partnership Merger and the REIT Merger.

“MGP” refers to MGM Growth Properties LLC, a Delaware limited liability company.

“MGP Class A Common Shares” refers to the Class A common shares, no par value per share, of MGP.

“MGP Class B Common Share” refers to the single Class B common share, no par value per share, of MGP held by MGM.

“MGP Common Shares” refers to the MGP Class A Common Shares and the MGP Class B Common Share, as the context requires.

“MGP OP” refers to MGM Growth Properties Operating Partnership LP, a Delaware limited partnership.

“MGP OP Units” refers to outstanding partnership units in MGP OP.

“MGM” refers to MGM Resorts International, a Delaware corporation.

“MGM Master Lease” refers to the form of amended and restated triple-net master lease to be entered into by VICI and MGM with respect to certain properties that will be owned by consolidated subsidiaries of VICI following closing of the Mergers.

“MTA Properties Acquisitions” refers to the acquisition of all of the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City for an aggregate purchase price of $1,823.5 million.

“MTA Transactions” refers to the Mergers and the other transactions contemplated by the Master Transaction Agreement.

“New VICI Operating Company” means VICI Properties OP LLC, a Delaware limited liability company.

“New VICI Operating Company Units” refers to the units representing a fractional, undivided share of the membership interests of the members of New VICI Operating Company.

“Partnership Merger” refers to the merger, following the REIT Merger, of the REIT Surviving Entity with and into MGP OP, with MGP OP surviving.

“Partnership Surviving Entity” refers to MGP OP, the surviving entity of the Partnership Merger.

“Redeemed Units” refers to a number of outstanding New VICI Operating Company Units held by MGM immediately prior to the Partial Redemption equal to (rounded down to the nearest whole unit) (i) (A) the Redemption Consideration divided by (B) $43.00, times (ii) the Exchange Ratio.

“Regional Master Lease Agreement” refers to the lease agreement for the regional properties (other than the facilities in Joliet, Illinois) leased to Caesars Entertainment Inc., as amended from time to time, from and after the consummation of the Eldorado Transaction.

“Partial Redemption” refers to the distribution by New VICI Operating Company to MGM and/or its applicable subsidiaries an amount equal to the Redemption Consideration in cash in redemption of the Redeemed Units held by MGM and/or its subsidiaries, as applicable.

“Redemption Consideration” refers to a $4,404,000,000 payment in connection with the Partial Redemption.

“REIT” refers to a real estate investment trust.

“REIT Merger” refers to the merger of MGP with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly-owned subsidiary of Existing VICI OP.

“REIT Merger Consideration” refers to the right to receive the following in exchange for each outstanding share of MGP Class A Common Share, other than Cancelled Shares, immediately prior to the REIT Merger Effective Time: (i) 1.366 shares of VICI Common Stock and (ii) the Fractional Share Consideration.

“REIT Merger Effective Time” refers to the time when the Certificate of Merger with respect to the REIT Merger has been duly filed with the Delaware Secretary of State, or such later time which the parties have agreed upon in writing and set forth in such Certificate of Merger in accordance with the DLLCA.

“REIT Merger Sub” refers to Venus Sub LLC, a Delaware limited liability company, a wholly-owned subsidiary of Existing VICI OP.

“REIT Surviving Entity” refers to REIT Merger Sub, the surviving entity in the REIT Merger.

“Venetian Acquisition” refers to the pending acquisition by Existing VICI OP of the land and real estate assets associated with The Venetian Resort Las Vegas and the Sands Expo and Convention Center, located in Las Vegas, Nevada and the acquisition of an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc. of the operating assets and liabilities of The Venetian Resort and the Sands Expo and Convention Center from Las Vegas Sands Corp. pursuant to definitive agreements dated March 2, 2021.

“VICI” refers to VICI Properties Inc., a Maryland corporation.

“VICI Common Stock” refers to the common stock, par value $0.01 per share, of VICI.

The completion of the MTA Transactions for total consideration transferred of $11,720.0 million as further described:

The issuance of 214,458,086 shares of VICI Common Stock in exchange for the outstanding MGP Class A Common Shares and MGP equity incentive award units at a fixed exchange ratio of 1.366x;

Conversion of MGP OP Units into New VICI Operating Company Units at a fixed exchange ratio of 1.366x, immediately subsequent to which the Redemption Consideration will be paid for the redemption of the Redeemed Units for $4,404.0 million in cash; and

MGM’s retention of 12,236,838 New VICI Operating Company Units.

The assumption of $4,200.0 million of outstanding MGP debt;

The incurrence of $4,404.0 million of long-term debt to finance the redemption of the Redeemed Units;

The issuance of 50,000,000 shares of VICI Common Stock for estimated net proceeds of $1,531.1 million to finance a portion of the full repayment of VICI’s Term Loan B Facility;

The issuance of 26,900,000 shares of common stock upon settlement of the June 2020 Forward Sale Agreement for estimated net proceeds of $527.6 million to finance a portion of the full repayment of VICI’s Term Loan B Facility;

The net settlement of the VICI and MGP outstanding interest rate swaps;

Entry into the MGM Master Lease to reflect an initial total annual rent of $860.0 million, inclusive of the closing of the pending Springfield Transaction;

The Authorized Share Capital Increase; and

Termination of the MGP revolving credit facility.

The completion of the Venetian Acquisition for a cash purchase price of $4,000.0 million;

The incurrence of $850.0 million of long-term debt to finance a portion of the purchase price of the Venetian Acquisition;

The issuance of 50,000,000 shares of VICI Common Stock for estimated net proceeds of $1,531.1 million to finance a portion of the purchase price of the Venetian Acquisition and for general corporate purposes;

The issuance of 69,000,000 shares of common stock upon settlement of the March 2021 Forward Sale Agreements for estimated net proceeds of $1,886.3 million to finance a portion of the purchase price of the Venetian Acquisition; and

The amendment to our Articles of Amendment and Restatement, effective March 2, 2021, to increase our authorized share capital, including to increase the number of shares of our common stock that we are authorized to issue from 700,000,000 to 950,000,000.

The acquisition of JACK Cleveland Casino, located in Cleveland, Ohio, and JACK Thistledown Racino, located in North Randall, Ohio completed on January 24, 2020 for an aggregate purchase price of $843.3 million and entry into a triple net lease agreement with a subsidiary of JACK Entertainment, as subsequently amended on July 16, 2020 (the “JACK Cleveland/ Thistledown Acquisition”); and

The funding of the term loan completed on January 24, 2020 in the amount of $50.0 million to affiliates of Rock Ohio Ventures (the “ROV Loan”), as subsequently amended on July 16, 2020 to increase the term loan amount to $70.0 million pursuant to the Amended and Restated ROV Loan (the “Amended and Restated ROV Loan”).

The use of $500.0 million of the net proceeds from the February 2020 Senior Unsecured Notes offering and cash on hand to redeem in full the $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023, which were issued by a subsidiary of Existing VICI OP in October 2017 (the “Second Lien Notes”) on February 20, 2020, and pay related fees and expenses (the “Second Lien Notes Redemption”).

The repricing of the seven-year senior secured first lien term loan B facility entered into by VICI Properties 1 LLC in December 2017, as amended from time to time, including on January 24, 2020 to reduce the applicable interest rate from LIBOR plus 2.00% to LIBOR plus 1.75% (the “Term Loan B Facility” and the “Term Loan B Facility Repricing”, respectively).

The consummation of the Eldorado Transaction on July 20, 2020 as follows:

The CPLV Additional Rent Acquisition for a purchase price of $1,189.9 million;

The HLV Additional Rent Acquisition for a purchase price of $213.8 million;

The MTA Properties Acquisitions for an aggregate purchase price of $1,823.5 million;

The financial statement impact of the Lease Modifications; and

The use of $2,000.0 million of the net proceeds from the February 2020 Senior Unsecured Notes offering to finance a portion of the cash needs relating to the Eldorado Transaction.

The funding of the mortgage loan with Chelsea Piers (the “Chelsea Piers Mortgage Loan”) completed on August 31, 2020 in the amount of $65.0 million with Chelsea Piers New York.

The funding of the mortgage loan to an affiliate of Caesars that is secured by the Caesars Forum Convention Center (the “Forum Convention Center Mortgage Loan”) completed on September 18, 2020 in the amount of $400.0 million, partially funded with the proceeds from the partial settlement of the June 2020 Forward Sale Agreement on September 28, 2020.

Assets

Real estate portfolio:

Investments in leases - sales-type, net

Investments in leases - operating, net

Investments in leases - financing receivables, net

Lease incentive asset

Investments in loans, net

Land

Investment in unconsolidated affiliate

Cash and cash equivalents

Other assets

Total assets

Liabilities

Debt, net

Accrued interest

Deferred financing liability

Deferred revenue

Dividends payable

Other liabilities

Total liabilities

Stockholders’ equity

Common stock, 950,000,000 shares authorized at June 30, 2021 and 1,350,000,000 pro forma share authorized, 537,043,817 shares issued and outstanding at June 30, 2021 and 947,401,903 pro forma shares issued and outstanding

Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at June 30, 2021

Additional paid-in capital

Accumulated other comprehensive loss

Retained earnings (deficit)

Total VICI stockholders’ equity

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

Revenues

Income from sales-type leases

Income from operating leases

Income from lease financing receivables and loans

Other income

Golf revenues

Total revenues

Operating expenses

General and administrative

Depreciation

Golf expenses

Change in allowance for credit losses

Other expenses

Transaction and acquisition expenses

Total operating expenses

Income from unconsolidated affiliate

Interest expense

Interest income

Gain on unhedged interest rate swaps, net

Income before income taxes

Income tax expense

Net income

Less: Net income attributable to non-controlling interests

Net income attributable to common stockholders

Net Income per common share

Basic

Diluted

Weighted average number of shares of common stock outstanding

Basic

Diluted

Revenues

Income from sales-type and direct financing leases

Income from operating leases

Income from lease financing receivables and loans

Other income

Golf revenues

Total revenues

Operating expenses

General and administrative

Depreciation

Golf expenses

Change in allowance for credit losses

Other expenses

Transaction and acquisition expenses

Total operating expenses

Income from unconsolidated affiliate

Interest expense

Interest income

Gain on unhedged interest rate swaps, net

Loss from extinguishment of debt

Gain upon lease modification

Income before income taxes

Income tax expense

Net income

Less: Net income attributable to non-controlling interests

Net income attributable to common stockholders

Net Income per common share

Basic

Diluted

Weighted average number of shares of common stock outstanding

Basic

Diluted

(In Thousands)

Assets

Other assets

Above market lease, asset

Operating lease right-of-use assets

Liabilities

Other liabilities

Deferred income taxes

Operating lease liability

(In Thousands)

Revenues

Ground lease

Other income

Operating Expenses

Ground lease expense

Other expenses

Property transactions, net

Transaction and acquisition expenses

(In Thousands)

Revenues

Ground lease

Other income

Operating Expenses

Ground lease expense

Other expenses

Property transactions, net

Transaction and acquisition expenses

Total operating expenses

Other Income/Expenses

Loss from extinguishment of debt

(In Thousands)

REIT Merger Consideration ⁽¹⁾

Redemption Consideration ⁽²⁾

MGP OP Unit rollover for MGM ⁽³⁾

Estimated transaction costs ⁽⁴⁾

Total consideration to be transferred

Amount is based on the conversion of the outstanding MGP Class A Common Shares, including the shares underlying the MGP equity incentive award units as of June 30, 2021, into shares of VICI Common Stock representing the REIT Merger Consideration as follows:

($ in Thousands)

MGP Class A Common Shares

MGP equity incentive award units

Total MGP shares to be converted to VICI Common Stock

Exchange Ratio

REIT Merger Consideration Stock Issuance

VICI stock price as of September 7, 2021

Value of REIT Merger Consideration Stock Issuance

Represents the cash consideration for the Redeemed Units.

Retention of MGP OP Units by MGM converted into 12,236,838 New VICI Operating Company Units at a value of $31.58 per unit, representing the value of VICI Common Stock as of September 7, 2021.

The MTA Transactions are accounted for as an asset acquisition and accordingly all transaction costs directly related to the merger are capitalized. The amount represents the estimate of third-party advisory fees, legal fees and closing fees associated with the MTA Transactions.

(In Thousands)

Investments in leases - financing receivables

Investment in unconsolidated affiliate

Cash and cash equivalents ⁽¹⁾

Other assets

Debt, net ⁽¹⁾

Accrued interest

Dividends payable

Other liabilities

Total Purchase Price

These amounts assume MGP’s pending acquisition of MGM Springfield is funded with $250.0 million of debt financing and $150.0 million in cash. The $250.0 million of debt financing is assumed to be extinguished as part of the closing of the MTA Transactions, using VICI cash.

Represents the following pro forma adjustments to the Real estate portfolio:

The elimination of the MGM Master Lease as an operating lease, including the elimination of the Lease incentive asset balance and Deferred revenue balance.

The recognition of the MGM Master Lease at fair value of the underlying assets, including the reclassification of the MGM Master Lease to an Investment in leases - financing receivables, net accounted for under ASC 310—Receivables. Upon consummation of the MTA Transactions, the MGM Master Lease will be modified and classified as a sales-type lease. Further, since MGM controlled and consolidated MGP prior to the MTA Transactions, the lease will be assessed under the sale-leaseback guidance and determined to be a failed sale-leaseback under which the lease will be accounted for as a financing receivable under ASC 310.

The Investment in leases - financing receivable is net of an estimated $237.2 million of allowance for credit losses recognized on the investment balance, as required under ASC 326—Credit Losses.

The recognition of the Investment in unconsolidated affiliate for the BREIT JV at fair value.

The Venetian Acquisition, which is accounted for as a sales-type lease under ASC 842—Leases, inclusive of an estimated $14.0 million of capitalized initial direct costs. The investment is net of an estimated $114.9 million of allowance for credit losses recognized on the investment balance as required under ASC 326—Credit Losses.

Represents the cash used to pay for the acquisition of MGM Springfield by MGP, a portion of the transaction costs associated with the MTA Transactions, including, debt extinguishment costs, interest rate swap termination fees, bridge commitment fees, third-party advisory and legal fees, closing costs and transfer taxes, and the net cash received in connection with the funding of the Venetian Acquisition.

Represents the pro forma adjustments to Other assets as a result of the MTA Transactions as follows:

(In Thousands)

Elimination of deferred financing costs

Elimination of above market lease asset

Elimination of right-of-use ground lease asset ⁽¹⁾

Addition of sales-type ground lease asset ⁽¹⁾

Total Pro Forma Adjustments

Upon closing of the MTA Transactions, we will assume the MGP ground leases at Beau Rivage, Borgata and MGM National Harbor. We expect to reassess the classifications of these leases and determine them to be sales-type sub-leases and accordingly adjusted the balance to remove the prior operating lease balance and replace it with sales-type sub-lease assets balance. The sales-type sub-lease is net of an estimated $6.8 million of allowance for credit losses recognized on the investment balance, as required under ASC 326—Credit Losses.

Represents the pro forma adjustments to Debt, net as follows:

(In Thousands)

The MTA Transactions

Adjustment to fair value of assumed MGP debt

Partial redemption of VICI debt ⁽¹⁾

Issuance of debt for the MTA Transactions, net of deferred financing costs ⁽²⁾

Venetian Acquisition

Issuance of debt for the Venetian Acquisition, net of deferred financing costs ⁽³⁾

Total Pro Forma Adjustments

Represents the equity financing proceeds, as described in paragraph (g) below, used to repay in full the outstanding balance of the Term Loan B Facility in the amount of $2,100.0 million, net of the write-off of deferred financing costs in the amount of $16.6 million.

The incurrence of $4,404.0 million of long-term debt to finance the redemption of the Redeemed Units, net of an estimated $56.6 million of deferred financing costs that we anticipate incurring in connection with the financing.

The incurrence of $850.0 million of long-term debt financing used to finance a portion of the purchase price of the Venetian Acquisition, net of an estimated $11.1 million of deferred financing costs that we anticipate incurring in connection with the financing.

Represents the elimination of deferred revenue related to MGP upon the acquisition of MGP and reclassification of the MGM Master Lease Agreement to a financing receivable, as described in (a) above.

Represents the pro forma adjustments to Other liabilities as a result of the MTA Transactions as follows:

(In Thousands)

Net settlement of VICI swaps

Net settlement of MGP swaps

Elimination of MGP deferred income taxes

Addition of MGP severance liability

Elimination of operating ground lease liability ⁽¹⁾

Addition of financing ground lease liability ⁽¹⁾

Total Pro Forma Adjustments

Upon closing of the MTA Transactions, we will assume the MGP ground leases at Beau Rivage, Borgata and MGM National Harbor. We expect to reassess the classifications of these leases and determine them to be finance sub-lease liability and accordingly adjusted the balance to remove the prior operating lease liability balance and replace it with finance sub-lease liability balance.

Represents the pro forma adjustments to the components of Stockholders’ equity as follows:

(In Thousands)

The MTA Transactions

Elimination of MGP historical balances

Equity financing ⁽¹⁾

Settlement of June 2020 Forward Sale Agreement ⁽²⁾

REIT Merger Consideration ⁽³⁾

MGP OP Unit rollover for MGM ⁽⁴⁾

VICI swap termination

Retained earnings ⁽⁵⁾

Venetian Acquisition

Equity financing ⁽¹⁾

Settlement of March 2021 Forward Sale Agreements ⁽⁶⁾

Retained earnings ⁽⁵⁾

Total Pro Forma Adjustments

Represents the estimated issuance of 100,000,000 shares of VICI Common Stock at the share price as of September 7, 2021 of $31.58 per share, net of the estimated underwriting discount and other offering costs. The actual net proceeds that we will receive from any sale of VICI Common Stock will be based on numerous factors, including prevailing market conditions at the time of any such sale, the actual number of shares sold by us, the public offering price and our offering expenses. As a result, the actual net proceeds from the sale will differ from the net proceeds assumed for purposes of this unaudited pro forma balance sheet, potentially materially.

Represents the issuance of 26,900,000 shares of VICI Common Stock in connection with the June 2020 Forward Sale Agreement at the forward settlement price as of June 30, 2021 of $19.61 per share for total net proceeds of $527.6 million; and

Represents the conversion of the outstanding MGP Class A Common Shares, including the shares underlying the MGP equity incentive award units as of June 30, 2021, into shares of VICI Common Stock representing the REIT Merger Consideration at the current share price as of September 7, 2021 of $31.58 per share.

Represents the retained MGP OP Units by MGM, as further described in Note 3.

Represents the adjustment to retained earnings from the following non-recurring items:

$358.9 million, which represents the estimated current expected credit losses recognized on the additional investment balances as described in (a) and (c) above;

$16.6 million, which represents the write-off of the deferred financing costs associated with the full repayment of the Term Loan B Facility, as described in (d) above;

$70.5 million payment of commitment and structuring fees relating to the MGP Acquisition Bridge Facility and Venetian Acquisition Bridge Facility; and

$4.0 million in legal and third-party leasing costs, which are required to be expensed under ASC 842.

Represents the issuance of 69,000,000 shares of VICI Common Stock in connection with the March 2021 Forward Sale Agreements at the forward settlement price as of June 30, 2021 of $27.34 per share for total net proceeds of $1,886.3 million

Elimination of the historical operating lease revenue for MGP which was previously determined to be an operating lease.

Upon consummation of the MTA Transactions, the MGM Master Lease will be modified and classified as an Investment in leases - financing receivable, net, as further described in Note 4(a) above, resulting in $569.4 million of Income from lease financing receivables and loans for the six months ended June 30, 2021 and $1,124.3 million of Income from lease financing receivables and loans for the year ended December 31, 2020. Pro forma cash received from the MGM Master Lease during the six months ended June 30, 2021 and the year ended December 31, 2020 would have been $438.6 million and $860.0 million, respectively.

$159.1 million of additional Income from sales-type leases for the six months ended June 30, 2021 and $314.3 million of Income from sales-type and direct financing leases for the year ended December 31, 2020 associated with the rent from the Venetian Acquisition. Pro forma cash received from the Venetian Acquisition during the six months ended June 30, 2021 and the year ended December 31, 2020 would have been $125.0 million and $250.0 million, respectively.

$5.1 million of additional Income from lease financing receivables and loans for the year ended December 31, 2020 with respect to the portion of 2020 prior to the completion of the JACK Cleveland/Thistledown Acquisition and funding of the ROV Loan and Amended and Restated ROV Loan. Pro forma cash received during the year ended December 31, 2020 would have been $71.6 million.

$151.4 million of additional Income from sales-type and direct financing leases for the year ended December 31, 2020 associated with the rent from the CPLV Additional Rent Acquisition and the HLV Additional Rent Acquisition and the impact of the Lease Modifications with respect to the portion of 2020 prior to the completion of the Eldorado Transaction. Pro forma cash received from the CPLV Additional Rent Acquisition and the HLV Additional Rent Acquisition during the year ended December 31, 2020 would have been $98.5 million.

$25.5 million decrease in Income from operating leases for the year ended December 31, 2020, due to the reassessment of the lease classification resulting in the reclassification of the land component of the CPLV Lease Agreement from an operating lease to a sales-type lease. After giving effect to the Lease Modifications, all rent under the modified CPLV Lease Agreement is recognized as a component of Income from sales-type and direct financing leases. Such adjustment does not result in a change to the pro forma cash received under our lease agreements.

$97.3 million of additional Income from financing receivables and loans for the year ended December 31, 2020, associated with the rent from the Eldorado Transaction Properties Acquisitions with respect to the portion of 2020 prior to the completion of the Eldorado Transactions Properties Acquisitions. Pro forma cash received under the Regional Master Lease Agreement during the year ended December 31, 2020 would have been $154.0 million.

$3.2 million of additional Income from lease financing receivables and loans for the year ended December 31, 2020 with respect to the portion of 2020 prior to the funding of the Chelsea Piers Mortgage Loan. Pro forma cash received during the year ended December 31, 2020 would have been $4.8 million.

$22.2 million of additional Income from lease financing receivables and loans for the year ended December 31, 2020 with respect to the portion of 2020 prior to the funding of the Forum Convention Center Mortgage Loan. Pro forma cash received during the year ended December 31, 2020 would have been $31.2 million.

Upon closing of the MTA Transactions, we will assume the MGP ground leases at Beau Rivage, Borgata and MGM National Harbor. We expect to reassess the classifications of these leases and determine them to be financing sub-lease liabilities and a sales-type sub-lease assets and accordingly adjusted the income to reflect the difference from the MGP historical balance. All payments under the ground leases are paid directly by our tenant to the landlord; however, we are required to present such payments on a gross basis under GAAP.

Represents the adjustments to income and expense related to the full year gross presentation of the Harrah’s New Orleans ground lease. Upon closing of the Eldorado Transaction, we became the lessee and primary obligor of the ground lease for Harrah’s New Orleans. All payments under the ground lease are paid directly by our tenant to the landlord; however, we are required to present such payments on a gross basis under GAAP. An adjustment for the six months ended June 30, 2021 was not required as the Eldorado Transaction closed on July 20, 2020.

Elimination of the historical property depreciation for the MGM. Since the MGM Master Lease is determined to be an investment in lease - financing receivable, no depreciation is recognized for pro forma purposes.

The amount of allowance for credit losses recognized on the initial investment balances for the MGM Master Lease Agreement and Venetian Lease Agreement, as required under ASC 326—Credit Losses.

Reassessment of the classification of the MGP ground leases at Beau Rivage, Borgata and MGM National Harbor as noted in (bb) above.

Non-recurring, initial direct costs of the Venetian Lease Agreement, representing legal and third-party leasing costs which are required to be expensed under ASC 842.

Additional expense related to the full year gross presentation of the Harrah’s New Orleans ground lease as noted in (bb) above.

($ in Thousands)

The MTA Transactions

Adjustment to present full year interest expense on MGP unsecured notes issued in 2020 ⁽¹⁾

Elimination of the historical amortization of MGP deferred financing costs and reduction in interest expense for the net settlement of MGP interest rate swaps

Reduction in interest expense for the full repayment of the Term Loan B Facility and net settlement of VICI interest rate swap

Interest expense on new debt incurred in connection with the MTA Transactions ⁽²⁾

Amortization of premium/discount on the MGP debt resulting from the adjustment to fair value

Non-recurring expenses related to the VICI interest rate swap termination fees, bridge commitment fees and the write-off of the deferred financing costs associated with the Term Loan B Facility

The MTA Transactions sub-total

Venetian Acquisition

Interest expense on new debt incurred in connection with the Venetian Acquisition ⁽³⁾

Non-recurring expenses related to bridge commitment fees

Venetian Acquisition sub-total

Recently Completed Transactions

Adjustments for Recently Completed Transactions ⁽⁴⁾

Total Pro Forma Adjustments

Adjustment to show the full year impact of the interest expense related to the MGP unsecured notes due 2025 and MGP unsecured notes due 2029, which were issued in June of 2020 and November of 2020, respectively.

Estimated increase in interest expense for the incurrence of $4,404.0 million of long-term debt financing to finance the redemption of the Redeemed Units, and related fees and expenses. For purposes of the pro forma condensed combined statement of operations, we have assumed that the $4,404.0 million of long-term debt has a weighted average fixed interest rate of 3.50%, plus the amortization of estimated debt issuance costs.

Estimated increase in interest expense for the incurrence of $850.0 million of long-term debt financing to finance a portion of the purchase price of the Venetian Acquisition and related fees and expenses. For purposes of the pro forma condensed combined statement of operations, we have assumed that the $850.0 million of long-term debt has a weighted average fixed interest rate of 3.50%, plus the amortization of estimated debt issuance costs.

Represents the net impact of the financing of the Recently Completed Transactions. Adjustments to the Recently Completed Transactions for the six months ended June 30, 2021 were not required as all the Recently Completed Transactions closed prior to December 31, 2020.

Adjustment to income for the MGM non-controlling interest in the New VICI Operating Partnership as a result of the conversion of the MGP OP Units to New VICI Operating Company Units as part of the MTA Transactions consideration as described in Note 3.

Adjustment to income from the Lease Modifications as a result of the Eldorado Transaction as described in (aa) above attributable to the non-controlling interest holder in the joint venture of our Joliet property. An adjustment for the six months ended June 30, 2021 was not required as the Eldorado Transaction closed on July 20, 2020.

Pro forma net income per common share is based on the historical weighted average shares of VICI Common Stock outstanding, adjusted as follows to assume the following shares of VICI Common Stock were outstanding for the entire period presented:

(In Thousands, Except Share Amounts)

Net income attributable to common stockholders

VICI historical weighted average common shares outstanding - basic

The MTA Transactions

VICI Stock Issuance

Equity financing

Venetian Acquisition

Settlement of June 2020 Forward Sale Agreement

Settlement of March 2021 Forward Sale Agreements

Recently Completed Transactions

Settlement of June 2019 Forward Sales Agreements ⁽¹⁾

Partial Settlement of June 2020 Forward Sale Agreement ⁽¹⁾

Pro forma weighted average common shares outstanding – Basic

Impact of outstanding equity incentive awards

Pro forma weighted average common shares outstanding – Diluted

Net Income per common share

Basic

Diluted

Represents the impact to adjust for the time outstanding during the year ended December 31, 2020. No such amounts are shown for the six months ended June 30, 2021 as such shares were settled during the year ended December 31, 2020.