Item 2.01. Completion of Acquisition or Disposition of Assets.

Completion of Purchase of the Venetian Resort Las Vegas and the Venetian Expo

On February 23, 2022, VICI Properties Inc., a Maryland corporation (the "Company"), through its wholly owned subsidiary, VICI Properties L.P. ("VICI LP") and its wholly owned subsidiary, Venetian Holdco LLC, completed the previously announced acquisition of all of the land and real estate assets associated with The Venetian Resort Las Vegas and Venetian Expo, located in Las Vegas, Nevada (collectively, the "Venetian Resort"), for $4.0 billion in cash, pursuant to the Purchase and Sale Agreement dated as of March 2, 2021 by and between Las Vegas Sands Corp. ("Venetian Seller") and VICI LP (the "Venetian Real Property PSA"); and concurrently therewith, Pioneer OpCo, LLC, an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc. ("Venetian Tenant"), purchased the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is in the form of a secured term loan from Venetian Seller and the remainder was paid in cash, pursuant to the Purchase and Sale Agreement dated as of March 2, 2021 by and among Venetian Seller, Venetian Tenant and VICI LP (the "Venetian PSA"). Simultaneous with the closing of the above transactions, the Company, through a wholly owned subsidiary, entered into a triple-net lease agreement with respect to the Venetian Resort with Venetian Tenant, which has an initial total annual rent of $250.0 million and an initial term of 30 years, with two ten-year tenant renewal options.

The foregoing descriptions of the Venetian Real Property PSA and the Venetian PSA do not purport to be complete and are qualified in their entirety by reference to the full text of the Venetian Real Property PSA and the Venetian PSA, copies of which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d)   Exhibits

    Exhibit
      No.             Description
      2.1               Purchase and Sale Agreement dated as of March 2, 2021 by and between Las
                      Vegas Sands Corp. and VICI Properties L.P. (incorporated by reference to
                      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 3,
                      2021)

      2.2               Purchase and Sale Agreement dated as of March 2, 2021 by and among Las
                      Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated
                      by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
                      filed on March 3, 2021)

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

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