Item 1.01. Entry into a Material Agreement.




Acquisition of Venetian Resort Las Vegas and the Sands Expo and Convention
Center Property
On March 2, 2021, VICI Properties Inc., a Maryland corporation (the "Company")
through its wholly owned subsidiary, VICI Properties L.P., a Delaware limited
partnership (the "Operating Partnership"), entered into definitive agreements to
acquire from Las Vegas Sands Corp., a Nevada corporation ("LVS"), all 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
(collectively, the "Venetian Resort"), for $4.0 billion in cash (the "Venetian
PropCo Acquisition"), and an affiliate of certain funds managed by affiliates of
Apollo Global Management, Inc. (the "OpCo Buyer"), has agreed to acquire the
operating assets of the Venetian Resort for $2.25 billion subject to certain
post-closing adjustments, of which $1.2 billion is in the form of a secured term
loan from LVS and the remainder is payable in cash (together with the Venetian
PropCo Acquisition, the "Venetian Acquisition"). Simultaneous with the closing
of the Venetian Acquisition, the Company will enter into a triple-net lease
agreement for the Venetian Resort (the "Venetian Lease") with OpCo Buyer (in
such capacity, the "Venetian Tenant"). The Venetian Lease will have an initial
total annual rent of $250.0 million and an initial term of 30 years, with two
ten-year tenant renewal options. The annual rent will be subject to escalation
equal to the greater of 2.0% and the increase in the consumer price index,
capped at 3.0%, beginning in the earlier of (i) the beginning of the third lease
year, and (ii) the month following the month in which the net revenue generated
by the Venetian Resort returns to its 2019 level (the year immediately prior to
the onset of the COVID-19 pandemic) on a trailing twelve-month basis. The
closing of the Venetian Acquisition is subject to customary closing conditions,
including regulatory approvals.
In addition, LVS has agreed with the Venetian Tenant pursuant to an agreement
(the "Contingent Lease Support Agreement") to be entered into simultaneous with
the closing of the Venetian Acquisition to provide lease payment support
designed to guarantee the Venetian Tenant's rent obligations under the Venetian
Lease through 2023, subject to early termination if EBITDAR (as defined in such
agreement) generated by the Venetian Resort in 2022 equals or exceeds $550
million, or a tenant change of control occurs. The Company will be a third-party
beneficiary of the Contingent Lease Support Agreement and has certain
enforcement rights pursuant thereto. The Contingent Lease Support Agreement is
limited to coverage of the Venetian Tenant's rent obligations and does not cover
any environmental expenses, litigation claims, or any cure or enforcement costs.
The obligations of the Venetian Tenant under the Venetian Lease will not be
guaranteed by Apollo Global Management, Inc. or any of its affiliates. After the
termination of the Contingent Lease Support Agreement, the Venetian Tenant will
provide a letter of credit to secure seven and one-half months of the rent, real
estate taxes and assessments and insurance obligations of the Venetian Tenant if
the operating results from the Venetian Resort do not exceed certain thresholds.
The Venetian Acquisition is being implemented pursuant to the terms of (a) a
Purchase and Sale Agreement (the "Real Estate Purchase Agreement"), dated as of
March 2, 2021, by and between LVS and the Operating Partnership, pursuant to
which, the Operating Partnership will purchase all of the issued and outstanding
limited liability company interests in newly-formed subsidiaries of LVS that own
the land and real estate assets of the Venetian Resort, and (b) a Purchase and
Sale Agreement (the "PSA", and together with the Real Estate Purchase Agreement,
the "Purchase Agreements"), dated as of March 2, 2021, by and among LVS, the
Operating Partnership and OpCo Buyer, pursuant to which, concurrent with the
consummation of the Venetian PropCo Acquisition, OpCo Buyer will purchase all of
the equity interests in newly-formed subsidiaries of LVS that own the operating
assets of the Venetian Resort. Following the completion of the Venetian
Acquisition, the Company will own the land and real estate assets of the
Venetian Resort, OpCo Buyer will own the operating assets and liabilities of the
Venetian Resort, and the parties will enter into the Venetian Lease.
The Purchase Agreements contain customary representations, warranties and
covenants by the parties to the agreement and are subject to customary closing
conditions, including, among other things: (i) the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired or been
terminated; (ii) the absence of any order by a governmental authority
restraining, enjoining or prohibiting the transactions contemplated by the
Purchase Agreements; (iii) the receipt of certain regulatory approvals; (iv) the
accuracy of the respective parties' representations and warranties, subject to
customary qualifications; and (v) material compliance by the parties with their
respective covenants and obligations under the Purchase Agreements. The PSA
provides for customary indemnification provisions, including those in favor of
OpCo Buyer and the Operating Partnership pursuant to which LVS, subject to
limitations set forth in the PSA, will indemnify OpCo Buyer and the Operating
Partnership and their respective affiliates from losses arising from, among
other things, breaches of representations and warranties of LVS contained in the
Purchase Agreements and breaches or non-performance of LVS's covenants pursuant
to the Purchase Agreements. The PSA contains certain termination rights,
including a right of either the Operating Partnership and OpCo Buyer, on the one
hand, or LVS, on the other hand to terminate the PSA in the event the closing
has not occurred by December 2, 2021, subject to two successive three-month
extensions under certain circumstances. Subject to the terms and conditions of
the PSA, if the PSA is terminated by LVS under certain circumstances where the
Operating Partnership fails to obtain certain regulatory approvals, to the
extent such approvals are required, has a financing failure or as a result of
certain material breaches by the Operating Partnership, the Operating
Partnership may be

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obligated to pay a reverse termination fee of $150.0 million. The Real Estate
Purchase Agreement will automatically terminate if the PSA is terminated, in
accordance with its terms.
The foregoing descriptions of the Purchase Agreements and the transactions
contemplated thereby do not purport to be complete and are subject to, and
qualified in their entirety by, the full text of each such agreement, copies of
which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
are incorporated herein by reference.
Venetian Acquisition Financing
On March 2, 2021, in connection with the Venetian Acquisition, the Company's
wholly owned subsidiary VICI Properties 1 LLC, a Delaware limited liability
company ("VICI Propco 1") entered into a commitment letter (the "Commitment
Letter") with Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Islands
Branch, and Morgan Stanley Senior Funding, Inc. (collectively, the "Bridge
Lender"), pursuant to which and subject to the terms and conditions set forth
therein, the Bridge Lender has provided commitments in an amount up to $4.0
billion in the aggregate, consisting of a 364-day first lien secured bridge
facility (the "Bridge Facility"), for the purpose of providing a portion of the
financing necessary to fund the consideration in connection with the Venetian
PropCo Acquisition.
The Company expects to incur long-term debt financing or, if unavailable,
borrowings under the Bridge Facility and/or VICI Propco 1's existing revolving
credit facility to pay a portion of the purchase price for the Venetian PropCo
Acquisition, in addition to opportunistically accessing the equity capital
markets to fund a portion of the purchase price. However, absent long-term debt
financing and proceeds from the equity capital markets, the Company expects to
draw on the Bridge Facility in connection with the closing of the Venetian
PropCo Acquisition to fund the cash consideration, and, in the future, raise
long-term debt financing to refinance such amounts borrowed under the Bridge
Facility, subject to market and other conditions.
Commitments and loans under the Bridge Facility will be reduced or prepaid, as
applicable, in part with the proceeds of certain incurrences of indebtedness,
issuances of equity and asset sales. If the Company uses the Bridge Facility,
funding is contingent on the satisfaction of certain customary conditions set
forth in the Commitment Letter, including, among others, (i) the execution and
delivery of definitive documentation with respect to the Bridge Facility in
accordance with the terms set forth in the Commitment Letter and (ii) the
consummation of the Venetian Acquisition in accordance with the Purchase
Agreements. Although the Company does not currently expect VICI Propco 1 to make
any borrowings under the Bridge Facility, there can be no assurance that such
borrowings will not be made or that the Company will be able to incur
alternative long-term debt financing in lieu of borrowings under the Bridge
Facility on favorable terms, or at all. Borrowings under the Bridge Facility, if
any, will bear interest at floating rates that vary depending on the duration of
the loans thereunder. The Bridge Facility, if funded, will contain restrictive
. . .


Item 7.01.     Regulation FD Disclosure.


On March 3, 2021, the Company issued a press release announcing the entry into
the Venetian Acquisition and posted an investor presentation relating to the
transaction to its website under the "Investors" tab, subheading "Events and
Presentations." A copy of the press release and the investor presentation are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are
incorporated by reference into this Item 7.01.
The information referenced in this Item 7.01 of this Current Report on Form 8-K,
including the press release furnished as Exhibit 99.1 and the presentation
furnished as Exhibit 99.2, is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference into any of the Company's
filings under the Exchange Act or the Securities Act of 1933, as amended,
whether made before or after the date hereof and regardless of any general
incorporation language in such filings, except to the extent expressly set forth
by specific reference in such a filing. The furnishing of this Item 7.01 of this
Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be disclosed solely by
reason of Regulation FD.
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 the
Company's 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. Among those risks, uncertainties and other factors
are risks that the transactions contemplated by the Purchase Agreements may not
be consummated on the terms or timeframe described herein, or at all; the
ability of the parties to satisfy the conditions set forth in the Purchase
Agreements, including the ability to receive, or delays in obtaining, the
regulatory approvals required to consummate the transactions; the terms on which
the Company intends to finance the transactions, including the source of funds
used to finance such transactions; disruptions to the real property and
operations of the Venetian Acquisition during the pendency of the closing of the
Venetian Acquisition; risks that the Company may not achieve the benefits
contemplated by the transactions contemplated by the Purchase Agreements
(including any expected accretion or the amount of any future rent payments);
and risks that not all potential risks and liabilities have been identified in
the Company's due diligence of the transaction.
Although the Company believes that in making such forward-looking statements its
expectations are based upon reasonable assumptions, such statements may be
influenced by factors that could cause actual outcomes and results to be
materially different from those projected. The Company cannot assure you that
the assumptions upon which these statements are based will prove to have been
correct. Important risk factors that may affect the Company's business, results
of operations and financial position (including, without limitation, the effects
of the COVID-19 public health emergency) 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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Item 9.01. Financial Statements and Exhibits.




(d)   Exhibits
    Exhibit
      No.             Description
                        Articles of Amendment to the Articles of Amendment and Restatement of VICI
      3.1             Properties Inc.

     10.1               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.

     10.2               Purchase and Sale Agreement dated as of March 2, 2021 by and between by and
                      between Las Vegas Sands Corp. and VICI Properties L.P    .

     10.3               Commitment Letter, dated as of March 2, 2021, by and between VICI Properties
                      1 LLC, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch
                      and Morgan Stanley Senior Funding, Inc    .

     99.1               Press Release of VICI Properties Inc., dated March 3, 2021.

     99.2               Transaction Overview: Venetian Las Vegas Presentation, March 3, 2021.

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

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