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VICI Properties Inc. (Exact Name of Registrant As Specified in Its Charter) ______

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VICI Properties Inc. (Exact Name of Registrant As Specified in Its Charter) ______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________________ FORM 8-K __________________________________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 1, 2019 __________________________________________________ VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) __________________________________________________ Maryland 001-38372 81-4177147 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 430 Park Avenue, 8 th Floor New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (646) 949-4631 Not Applicable (Former Name or Former Address, if Changed Since Last Report) __________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, $0.01 par value VICI New York Stock Exchange Item 2.02. Results of Operations and Financial Condition. On May 1, 2019, VICI Properties Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2019, and made available supplemental financial and operating information concerning the Company as of March 31, 2019. A copy of the press release and a copy of the supplemental information are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item 7.01. Regulation FD Disclosure. The disclosure contained in Item 2.02 is incorporated herein by reference. The information included in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and 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 Securities Act of 1933, as amended, or the Exchange Act, 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 the information included in 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated May 1, 2019 99.2 Supplemental Financial & Operating Data, First Quarter Ended March 31, 2019 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICI PROPERTIES INC. Date: May 1, 2019 By: /s/ DAVID A. KIESKE David A. Kieske Chief Financial Officer Exhibit 99.1 VICI PROPERTIES INC. ANNOUNCES FIRST QUARTER 2019 RESULTS – Reports First Quarter Net Income of $0.37 per Diluted Share, up 12% from Prior Year – – Reaffirms Guidance for Full Year 2019 – NEW YORK, NY – May 1, 2019 – VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential real estate investment trust, today reported results for the quarter ended March 31, 2019 . First Quarter 2019 Financial Results Summary • Total revenues were $214.0 million for the quarter ended March 31, 2019 , compared to $218.3 million for the quarter ended March 31, 2018 . The quarter ended March 31, 2018 included $17.2 million associated with tenant reimbursement of property taxes no longer recorded as revenue 1 . Excluding the impact of tenant reimbursement of property taxes, total revenues for the quarter ended March 31, 2019 increased 6.5% compared to the quarter ended March 31, 2018 . • Leasing revenues were $206.7 million for the quarter ended March 31, 2019 , representing a 6.4% increase compared to $194.2 million for the quarter ended March 31, 2018 . • Net income attributable to common stockholders was $150.8 million , or $0.37 per diluted share for the quarter ended March 31, 2019 , compared to $112.1 million , or $0.33 per diluted share, for the quarter ended March 31, 2018 . • NAREIT-defined Funds From Operations (“FFO”) attributable to common stockholders was $150.8 million , or $0.37 per diluted share, for the quarter ended March 31, 2019 , compared to $112.1 million , or $0.33 per diluted share, for the quarter ended March 31, 2018 . • Adjusted Funds From Operations (“AFFO”) attributable to common stockholders was $151.5 million , or $0.37 per diluted share for the quarter ended March 31, 2019 , compared to $124.7 million , or $0.36 per diluted share for the quarter ended March 31, 2018 . First Quarter 2019 Acquisitions and Portfolio Activity On January 2, 2019, the Company completed the previously announced acquisition of the land and real estate assets of the Margaritaville Resort Casino, located in Bossier City, Louisiana, for $261.1 million in cash, with Penn National Gaming Inc. (NASDAQ: PENN) ("Penn National") acquiring the operating assets of the Margaritaville Resort Casino for approximately $114.9 million in cash. Simultaneous with the closing of this transaction, a subsidiary of Penn National entered into a triple-net lease with a subsidiary of the Company. The lease has an initial total annual rent of approximately $23.2 million and an initial term of 15 years, with four five-year tenant renewal options. The tenant’s obligations under the lease are guaranteed by Penn National and certain of its subsidiaries. First Quarter 2019 Capital Markets Activity On January 3, 2019, the Company entered into two interest rate swap transactions having an aggregate notional amount of $500.0 million with an effective date of January 22, 2019 and a termination date of January 22, 2021. These transactions effectively fix the LIBOR component of the interest rate on $500.0 million of the outstanding debt under the Company’s Term Loan B Facility at a blended rate of 2.38%. Subsequent to the effectiveness of these swap transactions and taking into account the previously existing swap agreements, approximately 98% of the Company's debt is effectively fixed-rate debt and approximately 2% is variable-rate debt. During the quarter ended March 31, 2019 the Company sold approximately 6.1 million shares of common stock under its at-the-market offering program at a weighted-average price of $21.28 per share for aggregate net proceeds, after fees and expenses, of $128.1 million. ___________________________ 1 Upon the adoption of ASC 842 on January 1, 2019, we ceased recording tenant reimbursement of property taxes as these taxes are paid directly by our tenants to the applicable government entity. 1 Subsequent to Quarter End On April 5, 2019, the Company and Seminole Hard Rock Entertainment, Inc. (“Hard Rock”) entered into definitive agreements to acquire the JACK Cincinnati Casino (“JACK Cincinnati”), located in downtown Cincinnati, Ohio. Pursuant to the agreements, VICI Properties will acquire 100% of the membership interests of a subsidiary of JACK Cincinnati that owns the land and real estate assets of JACK Cincinnati for $558.3 million, and Hard Rock will acquire the operating assets of JACK Cincinnati for $186.5 million. Simultaneous with the closing of the transaction, a subsidiary of Hard Rock will enter into a triple-net lease agreement with a subsidiary of the Company. The lease will have an initial total annual rent of $42.75 million and an initial term of 15 years, with four five-year tenant renewal options. The tenant’s obligations under the lease will be guaranteed by Hard Rock, which maintains an investment grade rating from S&P Global Ratings and Fitch Ratings. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in late 2019. However, we can provide no assurances that the acquisition of JACK Cincinnati will be consummated on the terms or timeframe described herein, or at all. “Our activities and results in the first quarter are another great example of the high energy our team brings every day to the achievement of our strategic goals,” said Edward Pitoniak, Chief Executive Officer of VICI Properties. “During the quarter, we closed on the acquisition of Margaritaville, demonstrating our ability to partner with best-in-class operators such as Penn National. Subsequent to quarter end, we announced a new partnership with Hard Rock, a global, investment-grade leader in gaming, hospitality and leisure, through our joint acquisition of JACK Cincinnati.
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