Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2020, VICI Properties 1 LLC ("VICI Propco"), a wholly owned subsidiary of VICI Properties Inc. (the "Company"), entered into Amendment No. 1 to Credit Agreement (the "Amendment") with the other loan parties and lenders party thereto and Goldman Sachs Bank USA (the "Administrative Agent"), which amends the Amended and Restated Credit Agreement, dated as of May 15, 2019, among VICI Propco, the lenders from time to time party thereto and the Administrative Agent (as amended to date, the "Credit Agreement"). The Amendment, among other things, reduced the interest rate margin over the Base Rate and Eurodollar Rate (as such terms are defined in the Credit Agreement), as applicable for the Term B Facility (as defined in the Credit Agreement) to 0.75% per annum for Base Rate Loans (as defined in the Credit Agreement) and 1.75% per annum for Eurodollar Rate Loans (as defined in the Credit Agreement), which represents a reduction of 0.25% in the interest margin over each of the Base Rate and Eurodollar Rate. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1. The representations, warranties and covenants contained in the Amendment were made only for purposes of the Amendment and as of the specific date (or dates) set forth therein, were solely for the benefit of the parties to the Amendment and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Amendment may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Amendment and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of VICI Propco. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent developments may not be reflected in the Company's public disclosure. Item 2.01 Completion of Acquisition or Disposition of Assets.




Explanatory Note
This Current Report on Form 8-K is being filed in connection with the
consummation on January 24, 2020 of the acquisition of the casino-entitled land
and real estate and related assets of JACK Cleveland Casino, located in
Cleveland, Ohio ("JACK Cleveland") and the racing and video lottery gaming
authorized land and real estate and related assets of JACK Thistledown Racino
("JACK Thistledown" and, collectively with JACK Cleveland, "JACK
Cleveland/Thistledown") by the Company, through its wholly owned subsidiary,
VICI Properties L.P. (the "Operating Partnership") and the Operating
Partnership's wholly owned subsidiaries, Cleveland Propco LLC ("Cleveland
Buyer") and Thistledown Propco LLC ("Thistledown Buyer"), following (i) the
acquisition on September 20, 2019 of the casino-entitled land and real estate
and related assets of JACK Cincinnati Casino, located in Cincinnati, Ohio ("JACK
Cincinnati") and (ii) the acquisition on May 23, 2019 of the land and real
estate assets of the Greektown Casino-Hotel, located in Detroit, Michigan
("Greektown" and, together with JACK Cincinnati and JACK Cleveland/Thistledown,
the "Properties"), in each case by the Company through the Operating Partnership
and a wholly owned subsidiary. While the acquisition of JACK
Cleveland/Thistledown, JACK Cincinnati and Greektown are each individually
insignificant to the Company for purposes of the reporting requirements of Form
8-K, the Properties may be considered to be related properties and significant
in the aggregate.
Completion of Purchase of JACK Cleveland/Thistledown
On January 24, 2020, the Company, through the Operating Partnership, Cleveland
Buyer and Thistledown Buyer, completed the transactions contemplated by an
Equity Purchase Agreement, dated as of October 28, 2019 by and among Jack Ohio
Finance LLC, Jack Ohio LLC (solely for purposes of Articles VII, VIII, IX and XI
thereof), Quintus Landlord LLC (the "Cleveland/Thistledown Sellers"), each an
affiliate of JACK Entertainment LLC ("JACK Entertainment"), the Operating
Partnership and, solely for the purposes of Section 6.02(l) thereof, Fundamental
Parking, LLC (the "Cleveland/Thistledown Equity Purchase Agreement") pursuant to
which the Cleveland/Thistledown Sellers sold the membership interests of (i) a
wholly owned indirect subsidiary that owned JACK Cleveland to the Cleveland
Buyer and (ii) a wholly owned indirect subsidiary that owned JACK Thistledown to
the Thistledown Buyer (the "JACK Cleveland/Thistledown Acquisition") for an
aggregate of $843.3 million in cash. Simultaneous with the closing of the JACK
Cleveland/Thistledown Acquisition, the Company entered into a master triple-net
lease agreement for JACK Cleveland and JACK Thistledown with subsidiaries of
JACK Ohio LLC.
The foregoing description of the Cleveland/Thistledown Equity Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Cleveland/Thistledown Equity Purchase Agreement, a copy of
which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.





(d)   Exhibits
Exhibit
  No.       Description
  2.1         Equity Purchase Agreement dated as of October 28, 2019 by and among
            Jack Ohio Finance LLC, Jack Ohio LLC (solely for purposes of Articles
            VII, VIII, IX and XI), Quintus Landlord LLC, VICI Properties L.P.
            and, solely for the purposes of Section 6.02(l), Fundamental Parking,
            LLC

  10.1        First Amendment to Amended and Restated Credit Agreement, dated
            January 24, 2020, among VICI Properties 1 LLC, the lenders named
            therein and Goldman Sachs Bank USA, as administrative agent.

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses