Item 8.01. Other Events.




Extension of Exchange Offers and Consent Solicitations
On December 28, 2021, VICI Properties Inc. (the "Company") issued a press
release announcing that its wholly owned subsidiaries, VICI Properties L.P., a
Delaware limited partnership ("VICI LP"), and VICI Note Co. Inc., a Delaware
corporation (the "VICI Co-Issuer" and, together with VICI LP, the "VICI
Issuers") had extended the expiration date of their previously announced (i)
private offers to exchange (the "Exchange Offers") any and all outstanding notes
(the "MGP Notes") issued by MGM Growth Properties Operating Partnership LP (the
"MGP OP") and MGP Finance Co-Issuer, Inc. (the "MGP Co-Issuer" and, together
with the MGP OP, the "MGP Issuers") for up to an aggregate principal amount of
$4.20 billion of new notes issued by the VICI Issuers and (ii) related consent
solicitations (the "Consent Solicitations") on behalf of the MGP Issuers to
eliminate or modify certain of the covenants, restrictions, provisions and
events of default (the "Proposed Amendments") in each of the indentures
governing the MGP Notes (the "MGP Indentures"). The VICI Issuers extended such
expiration date from 5:00 p.m., New York City time, on December 31, 2021 to 5:00
p.m., New York City time, on February 15, 2022 (such date and time, as the same
may be further extended, the "Expiration Date").
The Exchange Offers and the Consent Solicitations are being conducted in
connection with the previously announced Mergers (as defined herein), which are
currently expected to close in the first half of 2022, subject to customary
closing conditions and regulatory approvals. Pursuant to the Master Transaction
Agreement, dated as of August 4, 2021, prior to or on the closing date under the
Master Transaction Agreement, the Company will contribute its interest in VICI
LP to VICI Properties OP LLC, a Delaware limited liability company and an
indirect wholly owned subsidiary of the Company ("New VICI Operating Company"),
which will serve as a new operating company for the Company. Following the
contribution transaction, MGP will merge with and into Venus Sub LLC, a Delaware
limited liability company and a wholly owned subsidiary of VICI LP ("REIT Merger
Sub"), with REIT Merger Sub surviving the merger (the "REIT Merger").
Immediately following consummation of the REIT Merger, REIT Merger Sub will
distribute the interests of the general partner of the MGP OP to VICI LP and,
immediately following such distribution, REIT Merger Sub will merge with and
into the MGP OP, with the MGP OP surviving the merger (together with the REIT
Merger, the "Mergers").
The settlement date (the "Settlement Date") for the Exchange Offers and the
Consent Solicitations is expected to occur promptly after the Expiration Date
and on or about the closing date of the Mergers. To the extent the consummation
of the Mergers is not anticipated to occur on or before the then-anticipated
Settlement Date, for any reason, the VICI Issuers anticipate continuing to
extend the Expiration Date until such time that the Mergers may be consummated
on or before the Settlement Date. The VICI Issuers will provide notice of any
such extension in advance of the Expiration Date. Tenders of MGP Notes in the
Exchange Offers may be withdrawn at any time prior to the Expiration Date.
Supplemental indentures to each of the MGP Indentures effecting the Proposed
Amendments were executed on September 23, 2021. The Proposed Amendments
effectuated by the supplemental indentures will only become operative on the
Settlement Date.
The Exchange Offers and the Consent Solicitations are being made solely pursuant
to the terms and conditions set forth in the confidential offering memorandum,
dated September 13, 2021, as amended by the press release dated September 27,
2021 and the press release attached hereto as Exhibit 99.1, in a private
offering exempt from, or not subject to, registration under the Securities Act
of 1933, as amended (the "Securities Act"), and are subject to the satisfaction
of certain conditions, including the consummation of the Mergers.
A copy of the press release issued by the Company is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to the Exchange Offers
and Consent Solicitations and the Mergers described herein, including statements
regarding the anticipated timing of such transactions. These forward-looking
statements generally are identified by the words "anticipates," "assumes,"
"believes," "estimates," "expects," "guidance," "intends," "plans," "projects,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would"
and similar expressions. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties.
Currently, one of the most significant factors that could cause actual outcomes
to differ materially from our forward-looking statements is the impact of the
COVID-19 pandemic on the Company's, MGM Growth Properties LLC's ("MGP") and each
company's respective tenants' financial condition, results of operations, cash
flows and performance. The extent to which the

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COVID-19 pandemic continues to adversely affect each company's tenants, and ultimately impacts each company's business, financial condition, results of operations, cash flows and performance depends on future developments which cannot be predicted with confidence. Many additional factors could cause actual future events and results to differ materially from the forward-looking statements, including but not limited to: (i) the possibility that conditions to the closing of the proposed transaction are not satisfied or waived at all or on the anticipated timeline, (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction, (iii) the risk that MGP's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (iv) unexpected costs or liabilities relating to the proposed transaction, (v) litigation relating to the proposed transaction that has been and may in the future be instituted against the Company or MGP or their respective directors or officers and the resulting expense or delay, (vi) the risk that disruptions caused by or relating to the proposed transaction will harm the Company's or MGP's business, including current plans and operations, (vii) the ability of the Company or MGP to retain and hire key personnel, (viii) potential adverse reactions by tenants or other business partners or changes to business relationships, including joint ventures, resulting from the announcement or completion of the proposed transaction, (ix) risks relating to the market value of the Company's common stock to be issued in the proposed transaction, (x) risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xi) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or government policies and actions intended to protect the health and safety of individuals or government policies or actions intended to maintain the functioning of national or global economies and markets, (xii) general economic and market developments and conditions, including low consumer confidence, inflation, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy, (xiii) restrictions during the pendency of the proposed transaction or thereafter that may impact the Company's or MGP's ability to pursue certain business opportunities or strategic transactions, (xiv) either company's ability to maintain its status as a real estate investment trust for U.S. federal income tax purposes, and (xv) the occurrence of any event, change or other circumstances that could give rise to the termination of the Master Transaction Agreement relating to the proposed transaction. The foregoing list of factors is not exhaustive. Each of the foregoing could have a material adverse effect on the Company's tenants' ability to satisfy their obligations under their leases with the Company, including their continued ability to pay rent in a timely manner, or at all, and/or to fund capital expenditures or make other payments required under their leases. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the "Risk Factors" section of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Investors are cautioned to interpret many of the risks identified in the "Risk Factors" section of these filings as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. The Company gives no assurance that it will achieve its expectations. Item 9.01. Financial Statements and Exhibits.




(d)   Exhibits
    Exhibit
      No.             Description
     99.1               Press release, dated December 28, 2021, related to the Exchange Offers and
                      Consent Solicitations

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

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