VICI Properties Announces Successful Completion of Consent Solicitation to Amend 8.0% Senior Secured Second Lien Notes Due 2023

NEW YORK–(BUSINESS WIRE)–VICI Properties Inc. (NYSE: VICI) (“VICI” or the “Company”) today
announced the successful completion of the consent solicitation which
was launched on September 17, 2018. VICI, through its indirect
wholly-owned subsidiaries, VICI Properties 1 LLC and VICI FC Inc.,
collectively, as issuers (the “Issuers”) of the 8.0% Senior Secured
Second Lien Notes due 2023 (the “Notes”) has received the requisite
consents (the “Requisite Consents”) to amend (the “Amendments”) the
indenture dated as of October 6, 2017 (the “Indenture”) governing the
Notes. The consent solicitation expired at 5:00 p.m., New York City
time, on September 24, 2018 (the “Expiration Date”).

The Issuers will pay a consent payment in an aggregate amount of
$486,776.89 payable pro rata (the “Consent Payment”), to Holders of
Notes (the “Holders”) as of 5:00 p.m., New York City time, on September
14, 2018 (the “Record Date”) who validly delivered consents to the
Amendments prior to the Expiration Date (which were not validly revoked)
in the manner described in the Consent Solicitation Statement, dated
September 17, 2018 (the “Consent Solicitation Statement”). Holders as of
the Record Date who provided consents after the Expiration Date will not
receive the Consent Payment. The Consent Payment will be paid to the
consenting Holders promptly after the Expiration Date, and is expected
to be made on September 26, 2018.

As previously announced, the Amendments will amend the Indenture to,
among other things: (1) permit (A) certain amendments to the Lease
(Non-CPLV) dated October 6, 2017, which currently provides for the lease
of the Company’s regional properties other than the facilities in
Joliet, Illinois (as amended, the “Non-CPLV Lease”) and certain other
agreements and documents made in connection with the amendments to the
Non-CPLV Lease to, among other things, release the lien held by certain
of the Issuers’ affiliates as landlords in certain furniture, fixtures,
inventory, equipment and other personal property of the tenants of such
affiliates (the “Lien Release”) and (B) the consummation of the purchase
of all of the land and real property improvements associated with
Harrah’s Philadelphia in Chester, Pennsylvania (the “Harrah’s
Philadelphia Acquisition”); and (2) amend the definition of “Asset Sale”
in the Indenture to permit the Lien Release. The Harrah’s Philadelphia
Acquisition is subject to certain other closing conditions, including
obtaining certain regulatory approvals and other requisite consents.

Supplemental Indenture

In connection with receiving the Requisite Consents, on September 24,
2018, the Issuers executed and delivered a supplemental indenture (the
“Supplemental Indenture”) giving effect to the Amendments. The
Supplemental Indenture became effective upon execution but will not
become operative until the Consent Payment is paid. All Holders will be
bound by the terms of the Supplemental Indenture, even if such Holders
did not deliver consents to the Amendments. Except for the Amendments,
all of the existing terms of the Notes and the Indenture remain
unchanged.

This press release and the Consent Solicitation Statement shall not
constitute an offer to purchase nor a solicitation of an offer to sell
any Notes or other securities. The Consent Solicitation was made only
by, and pursuant to the terms of, the Consent Solicitation Statement,
and the information in this press release is qualified by reference to
the Consent Solicitation Statement. No recommendation is or was made, or
has been authorized to be made, as to whether or not Holders should
consent to the adoption of the Amendments pursuant to the Consent
Solicitation. The Consent Solicitation was not made in any jurisdiction
in which the making thereof would not be in compliance with the
applicable laws of such jurisdiction. In any jurisdiction in which the
Consent Solicitation was required to be made by a licensed broker or
dealer, the Consent Solicitation has been deemed to be have been made on
behalf of the Issuers by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.

Requests for copies of the Consent Solicitation Statement and other
related materials should be directed to D.F. King & Co., Inc., the
Information Agent, the Tabulation Agent and the Payment Agent for the
Consent Solicitation, at 212.269.5550 or 866.721.1324 (toll free), or at vici@dfking.com.

Credit Facility Amendment

On September 24, 2018, VICI Properties 1 LLC and certain of its
wholly-owned subsidiaries also executed an amendment to the Credit
Agreement, dated as of December 22, 2017, by and among VICI Properties 1
LLC, as borrower, Goldman Sachs Bank USA, as administrative agent, and
the other financial institutions party thereto from time to time (the
“Credit Agreement”) to permit in accordance with its terms, among other
things, the Lien Release.

About VICI

VICI 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’s national, geographically diverse portfolio consists of 20 gaming
facilities comprising over 36 million square feet and features
approximately 14,500 hotel rooms and more than 150 restaurants, bars and
nightclubs. Its properties are leased to leading brands such as Caesars,
Horseshoe, Harrah’s and Bally’s, which prioritize customer loyalty and
value through great service, superior products and constant innovation.
VICI also owns four championship golf courses and 34 acres of
undeveloped land adjacent to the Las Vegas Strip. VICI’s strategy is to
create the nation’s highest quality and most productive experiential
real estate portfolio. For additional 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. 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. Actual operating results may differ materially
from what is expressed or forecast in this press release. Among those
risks, uncertainties and other factors are risks that the Harrah’s
Philadelphia Acquisition 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 definitive transaction
documents, including the ability to receive, or delays in obtaining,
regulatory approvals and the other consents required to consummate the
Harrah’s Philadelphia Acquisition ; the risk that Caesars Entertainment
Corporation may exercise its call right to reacquire the land and real
property improvements associated with the Octavius Tower at Caesars
Palace Las Vegas in the event that the purchase and sale agreement for
the Harrah’s Philadelphia Acquisition is terminated; the terms on which
the Company finances the Harrah’s Philadelphia Acquisition, including
the source of funds used to finance such transaction; disruptions to the
real property and operations of the Harrah’s Philadelphia Property
during the pendency of the closing; risks that the Company may not
achieve the benefits contemplated by the acquisitions of the real estate
assets (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. 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.

Contacts

Investor:
Investors@viciproperties.com
(725)
201-6415
or
ICR
Jacques Cornet
Jacques.Cornet@icrinc.com
or
Media:
PR@viciproperties.com
(725)
201-6414
or
ICR
Phil Denning and Jason Chudoba
Phil.Denning@icrinc.com,
(646) 277-1258
Jason.Chudoba@icrinc.com,
(646) 277-1249