Item 1.01. Entry into a Material Agreement.




Underwriting Agreement
VICI Properties Inc. (the "Company") and VICI Properties L.P. (the "Operating
Partnership") entered into an underwriting agreement (the "Underwriting
Agreement"), dated as of June 16, 2020, with Morgan Stanley & Co. LLC, BofA
Securities, Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as
representatives of the several underwriters listed on Schedule I thereto
(collectively, the "Underwriters"), and Morgan Stanley & Co. LLC, as forward
seller (in such capacity, the "Forward Seller"), and Morgan Stanley & Co. LLC,
as forward purchaser (in such capacity, the "Forward Purchaser"), relating to
the offer and sale of up to 29,900,000 shares of the Company's common stock,
$0.01 par value per share (the "Common Stock") on a forward basis (including up
to 3,900,000 shares of Common Stock pursuant to the Underwriters' option to
purchase additional shares, which option the Underwriters exercised in full), at
a public offering price of $22.15 per share of Common Stock (the "Offering").
The Offering was made pursuant to the Company's effective shelf registration
statement on Form S-3 (No. 333-227641) filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act") on October 1, 2018. The material terms of the Offering are
described in the prospectus supplement dated June 16, 2020. The Offering closed
on June 19, 2020.
Under the Underwriting Agreement, the Company and the Operating Partnership made
certain customary representations, warranties and covenants in the Underwriting
Agreement concerning the Company, the Operating Partnership and the registration
statement, and the Company has also agreed to indemnify the Underwriters, the
Forward Seller and the Forward Purchaser against certain liabilities, or to
contribute to payments that such parties may be required to make in respect of
those liabilities.
Certain of the Underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various financial advisory,
commercial banking and investment banking services for the Company, for which
they received or will receive customary fees and expenses, including serving as:
(i) lenders and/or administrative agents under the Company's revolving credit
facility, first lien term loan facility and bridge facilities; (ii) underwriters
in the Company's initial public offering and underwriters or forward purchasers
in certain of the Company's follow-on offerings of Common Stock; (iii) initial
purchasers of its senior unsecured notes issued in November 2019 and February
2020; and (iv) financial advisors in connection with various of the Company's
acquisition transactions.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the full text of the Underwriting Agreement, which is attached hereto as Exhibit
1.1 and is incorporated by reference herein.
Forward Sale Agreement
In connection with the Offering, on June 16, 2020, the Company entered into a
forward sale agreement with the Forward Purchaser (the "Forward Sale Agreement")
relating to an aggregate of 29,900,000 shares of Common Stock (including up to
3,900,000 shares of Common Stock pursuant to the Underwriters' option to
purchase additional shares, which option the Underwriters exercised in full).
The Company expects to physically settle the Forward Sale Agreement (by the
delivery of shares of Common Stock) and receive proceeds from the sale of those
shares of Common Stock on the settlement date no later than approximately three
months after the date of the prospectus supplement. Although the Company expects
to settle the Forward Sale Agreement entirely by the physical delivery of shares
of Common Stock in exchange for cash proceeds, the Company may elect cash
settlement or net share settlement for all or a portion of the Company's
obligations under the Forward Sale Agreement. If the Company elects to cash
settle the Forward Sale Agreement, the Company may not receive any cash
proceeds, and the Company may be required to pay cash to the Forward Purchaser
in certain circumstances. If the Company elects to net share settle the Forward
Sale Agreement, the Company will not receive any cash proceeds, and the Company
may be required to deliver shares of Common Stock to the Forward Purchaser in
certain circumstances. The Forward Sale Agreement provides for an initial
forward sale price of $21.37475 per share (which is the public offering price
less the underwriting discount set forth on the front cover of the prospectus
supplement for the Offering), subject to certain adjustments pursuant to the
terms of the Forward Sale Agreement. The Company will not initially receive any
proceeds from the sale of shares of Common Stock by the Forward Seller.
The foregoing description of the Forward Sale Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the full text of the Forward Sale Agreement, which is attached hereto as Exhibit
1.2 and is incorporated by reference herein.

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Use of Proceeds of Offering
At an initial forward sale price of $21.37475 per share (which is the public
offering price per share, less the underwriting discount per share), in the
event of full physical settlement of the Forward Sale Agreement, the Company
would receive net proceeds, after estimated offering expenses, of approximately
$555.0 million, subject to the price adjustment and other provisions of the
Forward Sale Agreement. The Operating Partnership expects to use any cash
proceeds contributed to it by the Company that the Company may receive upon
settlement of the Forward Sale Agreement to fund, as lender, the Caesars Forum
Convention Center mortgage loan and the purchase price of land in Las Vegas,
Nevada and for general business purposes, which may include the acquisition,
development and improvement of properties, capital expenditures, working capital
and the repayment of indebtedness.
The amount of cash or number of shares of Common Stock the Company receives upon
settlement of the Forward Sale Agreement, if any, will depend on the relevant
settlement method, the timing of settlement, market interest rates and, if
applicable under cash or net share settlement, the prevailing market price of
the Common Stock during the period in which the Forward Purchaser or its
affiliate unwinds its hedge positions with respect to the Forward Sale
Agreement. Settlement will occur on one or more dates specified by the Company
under the Forward Sale Agreement, which the Company expects to be no later than
approximately three months from the date of the prospectus supplement, subject
to acceleration by the Forward Purchaser upon the occurrence of certain events.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws. You can identify these statements by our
use of the words "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. Among those risks, uncertainties and other factors are risks
related to the Company's ability to satisfy certain conditions to closing its
pending transactions on a timely basis or at all, market conditions related to
the settlement of the Forward Sale Agreement and the Company's expected use of
proceeds. Important risk factors that may affect the Company's business, results
of operations and financial position (including those stemming from the COVID-19
pandemic and changes in the economic conditions as a result thereof) 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.
Item 9.01. Financial Statements and Exhibits.



(d)   Exhibits
Exhibit
  No.       Description
  1.1         Underwriting Agreement, dated as of June 16, 2020, by and among the
            Company, the Operating Partnership and Morgan Stanley & Co. LLC, BofA
            Securities, Inc., Deutsche Bank Securities Inc. and Goldman Sachs &
            Co. LLC, as representatives of the several underwriters listed on
            Schedule I thereto, and Morgan Stanley & Co. LLC, in its capacity as
            the Forward Seller, and Morgan Stanley & Co. LLC, in its capacity as
            the Forward Purchaser

  1.2         Forward Sale Agreement, dated June 16, 2020, by and between the
            Company and Morgan Stanley & Co LLC

              Opinion of Hogan Lovells US LLP with respect to the legality of the
  5.1       shares of Common Stock

  23.1        Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

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

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