VICI Properties Inc. Enters Into Agreements Relating to the Mirage Hotel & Casino in Las Vegas

VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or “VICI” or the “Company”) announced today that, in connection with MGM Resorts International’s (“MGM Resorts”) (NYSE: MGM) agreement to sell the operations of The Mirage Hotel & Casino (the “Mirage”), located in Las Vegas, NV, to Hard Rock International (“Hard Rock”), VICI has agreed to enter into a new separate lease with Hard Rock related to the operations of the Mirage (the “Mirage Lease”) and also enter into an amendment to the Master Lease to be made by and between VICI Properties and MGM Resorts (the “MGM Master Lease”).

The transaction:

• Further expands VICI’s existing partnership with Hard Rock as they acquire the operations of The Mirage in Las Vegas
• Provides VICI the opportunity to potentially invest up to $1.5 billion in the redevelopment of The Mirage, and
• Diversifies VICI’s Las Vegas tenant roster to four tenant relationships, upon closing of all pending transactions.

John Payne, President and Chief Operating Officer of VICI Properties, said, “We are thrilled to continue to help our tenants achieve mutually beneficial objectives. By working collaboratively with MGM Resorts to sell the Mirage operations we are able to grow our pre-existing partnership with Hard Rock as they expand their gaming operations onto the Las Vegas strip, the most economically productive street in America.”

The lease between VICI Properties and Hard Rock related to the operations of the Mirage will have initial annual base rent of $90 million with other economic terms substantially the same as the MGM Master Lease, including a base term of 25-years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue.

Additionally, subject to certain conditions, VICI Properties may fund an up to $1.5 billion redevelopment plan of the Mirage through VICI’s Partner Property Growth Fund. Specific terms of the redevelopment and related funding remain under discussion and subject to final documentation between VICI and Hard Rock.

VICI Properties has also agreed, in accordance with, and as contemplated by, the terms of the MGM Master Lease, to amend the MGM Master Lease to account for MGM’s divestiture of the operations of the Mirage, which will result in a reduction of the initial annual base rent under the MGM Master Lease by $90 million.

The transactions referenced herein are expected to be completed in the second half of 2022 and are subject to customary closing conditions, regulatory approvals and the closing of VICI’s previously announced pending acquisition of MGP. VICI’s acquisition of MGP is expected to close in the first half of 2022.

About VICI Properties

VICI Properties is an experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including the world-renowned Caesars Palace. VICI Properties’ national, geographically diverse portfolio consists of 27 gaming facilities comprising over 46 million square feet and features approximately 17,800 hotel rooms and more than 200 restaurants, bars, nightclubs and sportsbooks. Its properties are leased to industry leading gaming and hospitality operators, including Caesars, Century Casinos, Inc., the Eastern Band of Cherokee Indians, Hard Rock International Inc., JACK Entertainment and Penn National Gaming, Inc. VICI Properties also has an investment in the Chelsea Piers, New York facility and owns four championship golf courses and 34 acres of undeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s highest quality and most productive experiential real estate portfolio. For more information, please visit www.viciproperties.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “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. Such risks and uncertainties include, but are not limited to: the impact of changes in general economic conditions, including low consumer confidence, unemployment levels, and depressed real estate pricing resulting from the severity and duration of any downturn in the U.S. or global economy (including stemming from the public health emergency caused by COVID-19 and changes in economic conditions as a result of the public health emergency caused by COVID-19); risks that the pending transactions may not be consummated on the terms or timeframes contemplated, or at all; the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate the pending transactions, or other delays or impediments to completing these transactions; the ability of the applicable parties to obtain the financing necessary to complete the transactions on the terms expected or at all; disruptions to the real property and operations of the subject property during the pendency of the closing of the pending transactions; and risks that the Company may not achieve the benefits contemplated by the pending transaction (including any expected accretion or the amount of any future rent payments). Important risk factors that may affect the Company’s business, results of operations and financial position 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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