0001705696-19-000136 | 10-Q | XBRL Viewer

Print Document View Excel Document

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2019	Jul. 30, 2019
Cover page.
Document Type	10-Q
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001705696
Entity File Number	001-38372
Document Transition Report	false
Document Quarterly Report	true
Entity Registrant Name	VICI Properties Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	81-4177147
Entity Address, Address Line One	430 Park Avenue, 8th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	949-4631
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	VICI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		461,005,745

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Real estate portfolio:
Investments in direct financing and sales-type leases, net	$ 9,897,031	$ 8,916,047
Investments in operating leases	1,086,658	1,086,658
Land	94,711	95,789
Cash and cash equivalents	1,205,335	577,883
Restricted cash	28,217	20,564
Short-term investments	97,586	520,877
Other assets	112,508	115,550
Total assets	12,522,046	11,333,368
Liabilities
Debt, net	4,124,448	4,122,264
Accrued interest	13,965	14,184
Deferred financing liability	73,600	73,600
Deferred revenue	5	43,605
Dividends payable	132,441	116,287
Other liabilities	105,164	62,406
Total liabilities	4,449,623	4,432,346
Commitments and contingencies (Note 10)
Stockholders’ equity
Common stock, $0.01 par value, 700,000,000 shares authorized and 461,004,546 and 404,729,616 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	4,610	4,047
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at June 30, 2019 and December 31, 2018	0	0
Additional paid-in capital	7,814,829	6,648,430
Accumulated other comprehensive loss	(70,003)	(22,124)
Retained earnings	239,301	187,096
Total VICI stockholders’ equity	7,988,737	6,817,449
Non-controlling interests	83,686	83,573
Total stockholders’ equity	8,072,423	6,901,022
Total liabilities and stockholders’ equity	$ 12,522,046	$ 11,333,368

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	700,000,000	700,000,000
Common stock, shares issued (in shares)	461,004,546	404,729,616
Common stock, shares outstanding (in shares)	461,004,546	404,729,616
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares outstanding (in shares)	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues
Income from direct financing and sales-type leases	$ 201,549	$ 182,319	$ 397,299	$ 364,355
Income from operating leases	10,914	12,209	21,827	24,418
Tenant reimbursement of property taxes	0	18,932	0	36,175
Revenues	220,746	220,975	434,748	439,251
Operating expenses
General and administrative	6,518	7,160	12,743	14,468
Depreciation	1,018	922	1,948	1,828
Property taxes	0	18,932	0	36,175
Golf operations	4,848	4,513	8,940	8,608
Transaction and acquisition expenses	2,867	0	3,756	0
Total operating expenses	15,251	31,527	27,387	61,079
Operating income	205,495	189,448	407,361	378,172
Interest expense	(54,819)	(51,440)	(108,405)	(104,314)
Interest income	4,004	3,799	9,171	5,477
Loss from extinguishment of debt	0	0	0	(23,040)
Income before income taxes	154,680	141,807	308,127	256,295
Income tax expense	(553)	(448)	(1,074)	(832)
Net income	154,127	141,359	307,053	255,463
Less: Net income attributable to non-controlling interests	(2,078)	(2,315)	(4,155)	(4,297)
Net income attributable to common stockholders	$ 152,049	$ 139,044	$ 302,898	$ 251,166
Net income per common share
Basic (in dollars per share)	$ 0.37	$ 0.38	$ 0.74	$ 0.70
Diluted (in dollars per share)	$ 0.37	$ 0.38	$ 0.74	$ 0.70
Weighted average number of common shares outstanding
Basic (in shares)	412,309,577	369,932,843	409,040,025	356,454,441
Diluted (in shares)	412,821,400	369,991,738	409,473,202	356,491,047
Other comprehensive income
Net income attributable to common stockholders	$ 152,049	$ 139,044	$ 302,898	$ 251,166
Unrealized loss on cash flow hedges	(30,688)	(4,640)	(47,879)	(4,640)
Comprehensive income attributable to common stockholders	121,361	134,404	255,019	246,526
Golf operations
Revenues
Revenues	$ 8,283	$ 7,515	$ 15,622	$ 14,303

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Total VICI Stockholders’ Equity	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Non-controlling Interests
Beginning balance at Dec. 31, 2017	$ 4,776,364	$ 4,691,489	$ 3,003	$ 4,645,824	$ 0	$ 42,662	$ 84,875
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	114,103	112,122				112,122	1,981
Issuance of common stock, net	1,307,119	1,307,119	695	1,306,424
Distributions to non-controlling interests	(3,856)						(3,856)
Dividends declared	(59,221)	(59,221)				(59,221)
Stock-based compensation, net of forfeitures	391	391	3	388
Ending balance at Mar. 31, 2018	6,134,900	6,051,900	3,701	5,952,636	0	95,563	83,000
Beginning balance at Dec. 31, 2017	4,776,364	4,691,489	3,003	4,645,824	0	42,662	84,875
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	255,463
Unrealized loss on cash flow hedges	(4,640)
Ending balance at Jun. 30, 2018	6,172,943	6,089,609	3,701	5,953,104	(4,640)	137,444	83,334
Beginning balance at Mar. 31, 2018	6,134,900	6,051,900	3,701	5,952,636	0	95,563	83,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	141,359	139,044				139,044	2,316
Distributions to non-controlling interests	(1,982)						(1,982)
Dividends declared	(97,163)	(97,163)				(97,163)
Stock-based compensation, net of forfeitures	468	468		468
Unrealized loss on cash flow hedges	(4,640)	(4,640)			(4,640)
Ending balance at Jun. 30, 2018	6,172,943	6,089,609	3,701	5,953,104	(4,640)	137,444	83,334
Beginning balance at Dec. 31, 2018	6,901,022	6,817,449	4,047	6,648,430	(22,124)	187,096	83,573
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	152,926	150,849				150,849	2,077
Issuance of common stock, net	128,265	128,265	62	128,203
Distributions to non-controlling interests	(2,031)						(2,031)
Dividends declared	(118,154)	(118,154)				(118,154)
Stock-based compensation, net of forfeitures	1,051	1,051	1	1,050
Unrealized loss on cash flow hedges	(17,191)	(17,191)			(17,191)
Ending balance at Mar. 31, 2019	7,045,888	6,962,269	4,110	6,777,683	(39,315)	219,791	83,619
Beginning balance at Dec. 31, 2018	6,901,022	6,817,449	4,047	6,648,430	(22,124)	187,096	83,573
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	307,053
Unrealized loss on cash flow hedges	(47,879)
Ending balance at Jun. 30, 2019	8,072,423	7,988,737	4,610	7,814,829	(70,003)	239,301	83,686
Beginning balance at Mar. 31, 2019	7,045,888	6,962,269	4,110	6,777,683	(39,315)	219,791	83,619
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	154,127	152,049				152,049	2,078
Issuance of common stock, net	1,036,280	1,036,280	500	1,035,780
Distributions to non-controlling interests	(2,011)						(2,011)
Dividends declared	(132,539)	(132,539)				(132,539)
Stock-based compensation, net of forfeitures	1,366	1,366		1,366
Unrealized loss on cash flow hedges	(30,688)	(30,688)			(30,688)
Ending balance at Jun. 30, 2019	$ 8,072,423	$ 7,988,737	$ 4,610	$ 7,814,829	$ (70,003)	$ 239,301	$ 83,686

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591551-111686

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3000-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591552-111686

+ Details

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares		3 Months Ended
	Mar. 31, 2018	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.2625	$ 0.2875	$ 0.2875	$ 0.2625	$ 0.16

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities
Net income	$ 307,053	$ 255,463
Adjustments to reconcile net income to cash flows provided by operating activities:
Direct financing and sales-type lease adjustments	(4,789)	(26,110)
Stock-based compensation	2,417	859
Depreciation	1,948	1,828
Amortization of debt issuance costs and original issue discount	3,364	2,982
Loss on extinguishment of debt	0	23,040
Change in operating assets and liabilities:
Other assets	(6,924)	(3,679)
Accrued interest	(219)	(7,341)
Deferred revenue	(43,600)	3,844
Other liabilities	3,692	(4,223)
Net cash provided by operating activities	262,942	246,663
Cash flows from investing activities
Investments in direct financing and sales-type leases	(970,763)	0
Capitalized transaction costs	(1,105)	0
Investments in short-term investments	(97,586)	(39,906)
Maturities of short-term investments	520,877	0
Proceeds from sale of land	1,044	0
Acquisition of property and equipment	(1,481)	(557)
Net cash used in investing activities	(549,014)	(40,463)
Cash flows from financing activities
Proceeds from offering of common stock, net	1,165,008	1,307,119
Payment of Term Loan B Facility	0	(100,000)
Payment of Revolving Credit Facility	0	(300,000)
Payment of Second Lien Notes	0	(290,058)
Debt issuance costs	(5,371)	(1,003)
Distributions to non-controlling interests	(4,042)	(5,838)
Dividends paid	(234,418)	(59,278)
Net cash provided by financing activities	921,177	550,942
Net increase in cash, cash equivalents and restricted cash	635,105	757,142
Cash, cash equivalents and restricted cash, beginning of period	598,447	197,406
Cash, cash equivalents and restricted cash, end of period	1,233,552	954,548
Supplemental cash flow information:
Cash paid for interest	105,484	107,822
Cash paid for income taxes	1,500	1,024
Supplemental non-cash investing and financing activity:
Dividends declared, not paid	132,539	97,107
Right-of-use asset and lease liability recorded upon adoption of ASC 842	11,133	0
Deferred transaction costs payable	4,454	0
Debt issuance costs payable	5,783	0
Equity issuance costs payable	$ 650	$ 0

Business and Organization	6 Months Ended
Business and Organization	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Organization	Business and Organization Business We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. Our national, geographically diverse portfolio consists of 23 market-leading properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas. As of June 30, 2019, we leased all of our properties to subsidiaries of Caesars with the exception of Margaritaville and Greektown, both of which are leased to Penn National. We also own and operate four championship golf courses located near certain of our properties. We conduct our operations as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As such, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We conduct our real property business through our Operating Partnership and our golf course business, through a taxable REIT subsidiary (a “TRS”), VICI Golf.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures and information normally required in audited financial statements.

We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K and as updated from time to time in our other filings with the SEC.

All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the

date of the Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

Principles of Consolidation and Non-controlling Interest

The accompanying consolidated Financial Statements include our accounts and the accounts of our Operating Partnership, and the subsidiaries in which we or our Operating Partnership has a controlling interest, which includes a single variable interest entity (“VIE”) where we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary.

We present non-controlling interest and classify such interest as a component of consolidated stockholders’ equity, separate from VICI stockholders’ equity. Our non-controlling interest represents a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease Agreement.

Cash, Cash Equivalents and Restricted Cash

Cash consists of cash-on-hand and cash-in-bank. Any investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are stated at the lower of cost or market value. Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value.

Restricted cash is primarily comprised of funds paid by us into a restricted account for a lender required furniture, fixtures and equipment (“FF&E”) replacement reserve. Pursuant to the amended CMBS Loan Agreement we are required to fund into escrow certain amounts to be used for FF&E replacement should Caesars vacate the property and remove the FF&E upon exit.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Balance Sheet to the total of the same such amounts presented in the Statement of Cash Flows.



(In thousands)	June 30, 2019		June 30, 2018
Cash and cash equivalents	$	1,205,335	$	940,740
Restricted cash	28,217		13,808
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows	$	1,233,552	$	954,548

Short-Term Investments

We generally invest our excess cash in short-term investment grade commercial paper as well as discount notes issued by government-sponsored enterprises including the Federal Home Loan Mortgage Corporation and certain of the Federal Home Loan Banks. These investments generally have original maturities between 91 and 120 days and are accounted for as available for sale securities. The related income is recognized as interest income in our Statement of Operations. As of June 30, 2019 and December 31, 2018, we had $97.6 million and $520.9 million, respectively, of short-term investments.

Fair Value Measurements

We measure the fair value of financial instruments based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.

Refer to Note 9 - Fair Value for further information.

Derivative Financial Instruments

We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheets at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. We formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. If the hedge relationship is terminated, then the value of the derivative is recorded in Accumulated other comprehensive income and recognized in earnings when the cash flows that were hedged affect earnings. Changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of Accumulated other comprehensive income on our consolidated financial statements.

We use derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.

Investments in Direct Financing and Sales-Type Leases, Net

We account for our investments in leases under ASC 842 “Leases” (“ASC 842”), which we adopted on January 1, 2019. Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component, unless the impact of doing so is immaterial. If the lease component is determined to be a direct financing or sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized upon execution of the lease or deferred and recognized over the life of the lease, depending on the classification of the lease. Due to the nature of our assets, the net investment in the lease is generally equal to the purchase price of the asset, and the land and building components of an investment generally have the same lease classification.

For leases determined to be sales-type leases, we further assess to determine whether the transaction is considered a sale leaseback transaction. If we determine that the lease meets the definition for a sale leaseback transaction, the lease is considered a financing receivable and is recognized in accordance with ASC 310 “Receivables” (“ASC 310”). We currently do not have any lease investments that are accounted for as financing receivables under ASC 310.

Upon adoption of ASC 842, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. As such, we have not reassessed the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842.

We determined that the land and building components of the Margaritaville Lease Agreement and the Greektown Lease Agreement meet the definition of a sales-type lease. The Caesars Lease Agreements continue to be accounted for as direct financing leases and are included within Investments in direct financing and sales-type leases on the Balance Sheet, with the exception of the land component of Caesars Palace Las Vegas which was determined to be an operating lease and is included in Investments in operating leases on the Balance Sheet. The income recognition for our direct financing leases recognized under ASC 840 is consistent with the income recognition for our sales-type lease under ASC 842.

Income from Leases

We recognize the related income from our direct financing and sales-type leases on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under direct financing and sales-type leases will not equal income from our Lease Agreements. Rather, a portion of the cash rent we receive is recorded as Income from

direct financing and sales-type leases in our Statement of Operations and a portion is recorded as a change to Investments in direct financing and sales-type leases, net.

Under ASC 840, we determined that the land component of Caesars Palace Las Vegas was greater than 25% of the overall fair value of the combined land and building components. At lease inception the land was determined to be an operating lease and we record the related income on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land element after deducting executory costs, including any profit thereon, is determined by applying the lessee’s incremental borrowing rate to the value of the land. Revenue from this lease is recorded as Income from operating leases in our Statement of Operations.

Initial direct costs incurred in connection with entering into lease agreements are included in the balance of the net investment in lease. In relation to direct financing and sales-type leases, such amounts will be recognized as a reduction to Income from investments in leases over the life of the lease using the effective interest method. Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third-party fees, are expensed as incurred to Transaction and acquisition expenses in our Statement of Operations.

Impairment

We assess our investments in operating leases, land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. We assess our investments in direct financing and sales-type leases for impairment evaluation for impairment under ASC 310. Under ASC 310, the net investment in the lease is identified for impairment when it becomes probable that we will be unable to collect all rental payments associated with our investment in the lease.

Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows.

Concentrations of Credit Risk

All of our real estate holdings (other than Margaritaville and Greektown, which are leased to Penn National, and VICI Golf, which is owned and operated by us) are currently leased by us to CEOC or other affiliates of Caesars, and most of our revenues are derived from the Lease Agreements that we have with CEOC or other affiliates of Caesars. Additionally, our properties on the Las Vegas Strip generated approximately 34% of our lease revenue for both the three and six months ended June 30, 2019. Other than having a single tenant from which we will derive most of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

Reclassifications

In the current quarter we reclassified property and equipment used in operations, net to Other assets in the Balance Sheet in order to simplify our presentation. As of June 30, 2019 and December 31, 2018, such amounts represent $71.0 million and $71.5 million of the balance of Other assets, respectively. Additionally, we adjusted the Consolidated Statement of Stockholders’ Equity to present changes in the current and comparative year-to-date interim periods, with subtotals for each interim period as required by the Securities and Exchange Commission’s disclosure update and simplification rules.

Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2019

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

Accounting Pronouncements Recently Adopted

ASU No. 2016-02 - Leases (Topic 842) - February 2016 (as amended through March 2019): The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and is implemented using a modified retrospective approach, with the option to apply the guidance at the effective date or the beginning of the earliest comparative period.

We adopted the guidance on January 1, 2019 and elected to apply the effective date method and, as such, have not re-cast prior periods to show the effects of ASC 842. Additionally, upon adoption, we elected a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that exist as of the balance sheet date. As such, we have not reassessed the classification of our Caesars Lease Agreements, as these leases existed prior to our adoption of ASC 842.

The new guidance did not have a material impact on the accounting treatment of our triple-net tenant leases, which are the primary source of our revenues. As such, upon adoption of ASC 842, we have not recorded any adjustment to our beginning balance of retained earnings. However, as of January 1, 2019, there are certain changes to the guidance under ASC 842, which will have an impact on future operating results, as follows:

•

Costs that are paid directly by the lessee to a third party, such as real estate taxes and insurance, are no longer recognized in our Statement of Operations. Prior to our adoption of ASC 842, we presented on a gross basis the real estate taxes that were paid by our tenants directly to the taxing authority. Subsequent to our adoption of ASC 842, Tenant reimbursements of property taxes and Property taxes expense are presented on a net basis, as the lessee pays for such costs directly. However, consistent with our effective date adoption approach, we have not re-cast prior year financial results to conform to the current period presentation.


•	Initial direct costs associated with the execution of lease agreements, such as legal fees and certain transaction costs will no longer be capitalizable and instead are expensed in the period incurred.

•

Long-term leases entered into or modified subsequent to our adoption of ASC 842 will most likely be considered sales-type leases, as defined in ASC 842. The accounting for a sales-type lease is materially consistent with that of the current accounting for our direct financing leases. If we determine that the lease meets the definition for a sale leaseback transaction, the lease is considered a financing receivable and is accounted for in accordance with ASC 310 “Receivables” (“ASC 310”).

•

Prior to our adoption of ASC 842, the residual value component of our Lease Agreements was assessed for impairment under ASC 360 “Property, Plant and Equipment” while the receivable component was separately assessed for impairment under ASC 310. Upon adoption of ASC 842, both the receivable and residual value components of the direct financing and sales-type leases are assessed for impairment under ASC 310.

In relation to certain operating leases for which we are the lessee, such as the ground lease on the Cascata golf course, upon adoption of ASC 842, we recorded a right of use asset and corresponding lease liability of $11.1 million, which is included in Other assets and Other liabilities on our Balance Sheets. There was no change to our lease expense as a result of the change in accounting as such expense is still being recorded on a straight-line basis.

Accounting Pronouncements Not Yet Adopted

ASU No. 2016-13 - Financial Instruments-Credit Losses (Topic 326) - June 2016 (as amended through May 2019): This amended guidance changes how entities will measure credit losses for most financial assets and certain other instruments, including direct financing and sales-type leases, that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” approach, which will generally result in earlier recognition of allowance for losses. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted after December 2018. We are currently evaluating the impact of adopting the new standard and have determined that, upon adoption, we will be required to estimate and record credit losses related to our investments in direct financing and sales-type leases.

Property Transactions

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Property Transactions

2019 Transactions

Our significant activities in 2019, in reverse chronological order, are as follows:

Eldorado Transaction

On June 24, 2019, we entered into a master transaction agreement (the “Master Transaction Agreement” or “MTA”) with ERI relating to the transactions described below (collectively, the “Eldorado Transaction”), all of which are conditioned upon consummation of the closing of the merger contemplated under an Agreement and Plan of Merger (the “ERI/Caesars Merger Agreement”) pursuant to which a subsidiary of ERI will merge with and into Caesars, with Caesars surviving as a wholly-owned subsidiary of ERI (the “ERI/Caesars Merger”). Upon closing of the merger, ERI will be renamed Caesars. Any references to ERI in the subsequent transaction discussion refer to ERI as renamed Caesars subsequent to the merger, as applicable.

The Eldorado Transaction and the ERI/Caesars Merger are both subject to regulatory approvals and customary closing conditions. ERI has publicly disclosed that it expects the ERI/Caesars Merger to be completed in the first half of 2020. However, we can provide no assurances that the ERI/Caesars Merger or the Eldorado Transaction described herein will close in the anticipated timeframe, on the contemplated terms or at all. We intend to fund the Eldorado Transaction with a combination of proceeds from our June equity offering, as described in Note 11, and with long-term debt financing.

The Master Transaction Agreement contemplates the following transactions:

•

Acquisition of the MTA Properties. We have agreed to acquire all of the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (or, if necessary, certain replacement properties designated in the Master Transaction Agreement) (collectively, the “MTA Properties” and each, an “MTA Property”) for an aggregate purchase price of $1,809.5 million (the “MTA Properties Acquisitions” and each, an “MTA Property Acquisition”). Simultaneous with the closing of each MTA Property Acquisition, we will enter into a triple-net lease with a subsidiary of ERI as tenant, by amending the Non-CPLV Lease Agreement to include such MTA Property, with (i) initial aggregate total annual rent payable to us and attributable to the MTA Properties of $154.0 million, (ii) so long as the MTA Property Acquisitions are consummated concurrent with the closing of the ERI/Caesars Merger, an initial term of approximately 15 years and (iii) the same renewal terms available to the other tenants under the Non-CPLV Lease Agreement at such time. The Non-CPLV Lease Agreement will also be amended to adjust certain minimum capital expenditure requirements and other related terms and conditions as a result of the MTA Properties being included in the Non-CPLV Lease Agreement.

Each of our existing call options on the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City properties will terminate upon the earlier to occur of the closing of the corresponding MTA Property Acquisition or our obtaining specific performance or liquidated damages with respect to the relevant property. The closings of the MTA Property Acquisitions will be subject to conditions in addition to the consummation of the ERI/Caesars Merger, including satisfactory due diligence reviews by us, and will not be cross-conditioned on each other (that is, we are not required to close on “all or none” of the MTA Properties). In addition, the closing of the other transactions that comprise the Eldorado Transaction is not conditioned on the completion of any or all of the MTA Property Acquisitions.


•	CPLV Lease Agreement Amendment. In consideration of a payment by us to ERI of $1,189.9 million, we and ERI will amend the CPLV Lease Agreement to (i) increase the annual rent payable to us under the CPLV Lease Agreement by $83.5 million (the “CPLV Additional Rent Acquisition”) and (ii) provide for the amended terms described below.

•

HLV Lease Agreement Termination and Creation of Las Vegas Master Lease. In consideration of a payment by us to ERI of $213.8 million, we and ERI will terminate the HLV Lease Agreement and the related lease guaranty. Annual rent previously payable to us with respect to the Harrah’s Las Vegas property will be increased by $15.0 million (the “HLV Additional Rent Acquisition”). The CPLV Lease Agreement will be amended (as amended, the “Las Vegas Master Lease Agreement”) to provide, among other things, that the Harrah’s Las Vegas property, which is currently subject to the HLV Lease Agreement, will be leased pursuant thereto (with the Harrah’s Las Vegas property subject to the higher rent escalator currently in place under the CPLV Lease Agreement). Thereafter the Las Vegas Master Lease Agreement will be a multi-property master lease whereby the Harrah’s Las Vegas property tenant and the Caesars Palace Las Vegas property tenant will collectively be the tenant.

•

Centaur Properties Put/Call Agreement. Affiliates of Caesars currently own two gaming facilities in Indiana - Hoosier Park and Indiana Grand (together the “Centaur Properties”). At the closing of the ERI/Caesars Merger, a right of first refusal that we have with respect to the Centaur Properties will terminate and we will enter into a put/call agreement with ERI, whereby (i) we will have the right to acquire all of the land and real estate assets associated with the Centaur Properties at a price equal to 13.0x the initial annual rent of each facility (determined as provided below), and to simultaneously lease back each such property to a subsidiary of ERI for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3x rent coverage) and (ii) ERI will have the right to require us to acquire the Centaur Properties at a price equal to 12.5x the initial annual rent of each facility, and to simultaneously lease back each such Centaur Property to a subsidiary of ERI for initial annual rent equal to the property’s trailing four quarters EBITDA at the time of acquisition divided by 1.3 (i.e., the initial annual rent will be set at 1.3x rent coverage). Either party will be able to trigger its respective put or call, as applicable, beginning on January 1, 2022 and ending on December 31, 2024. The put/call agreement will provide that the leaseback of the Centaur Properties will be implemented through addition of the Centaur Properties to the Non-CPLV Lease Agreement.

•

Las Vegas Strip Assets ROFR. We will enter into a right of first refusal agreement with ERI (the “Las Vegas ROFR”) whereby we will have the first right, with respect to the first two of certain specified Las Vegas Strip assets that ERI proposes to sell, whether pursuant to a sale leaseback or a WholeCo sale, to a third party, to acquire any such asset (it being understood that we will have the opportunity to find an operating company should ERI elect to pursue a WholeCo sale). Pursuant to the Master Transaction Agreement, the specified Las Vegas Strip assets subject to the Las Vegas ROFR will be the land and real estate assets associated (i) with respect to the first such asset subject to the Las Vegas ROFR, the Flamingo Las Vegas, Paris Las Vegas, Planet Hollywood and Bally’s Las Vegas gaming facilities, and (ii) with respect to the second asset subject to the Las Vegas ROFR, the foregoing assets plus The LINQ gaming facility. If we enter into a sale leaseback transaction with ERI on any of these facilities, the leaseback will be implemented through the addition of such properties to the CPLV Lease Agreement.

•

Horseshoe Baltimore ROFR. We and ERI agreed to enter into a right of first refusal agreement pursuant to which we will have the first right to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the Horseshoe Baltimore gaming facility (subject to any consent required from ERI’s joint venture partners with respect to this asset) (the “Horseshoe Baltimore ROFR”).

•

Lease Guaranties and MLSA Terminations. ERI will execute new guaranties (the “ERI Guaranties”) of the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement, and the existing guaranties by Caesars of such leases, along with all covenants and other obligations of Caesars incurred in connection with such guaranties, will be terminated with respect to Caesars (which will become a subsidiary of ERI following the closing of the ERI/Caesars Merger). The ERI Guaranties will guaranty the prompt and complete payment and performance in full of: (i) all monetary obligations of the tenants under the respective leases, including all rent and other sums payable by the tenants under the leases and any obligation to pay monetary damages in connection with any breach and to pay any indemnification obligations of the tenants under the leases; and (ii) the performance when due of all other covenants, agreements and requirements to be performed and satisfied by the tenants under the leases. In addition, we and ERI will terminate the Management and Lease Support Agreements with respect to the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement, and certain provisions currently set forth therein will be added to the respective leases, as amended, and the ERI Guaranties.

•

Other Lease Amendments. The CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement will be amended to, among other things, (i) remove the rent coverage floors, which coverage floors serve to reduce the rent escalators under such leases in the event that the “EBITDAR to Rent Ratio” (as defined in each of the CPLV Lease Agreement, the Non-CPLV Lease Agreement and the Joliet Lease Agreement) coverage is below the stated floor and (ii) extend the term of each such lease by such additional period of time as necessary to ensure that following the consummation of the ERI/Caesars Merger, each lease will have a full 15-year initial lease term. The Non-CPLV Lease Agreement also will be amended to, among other things: (a) permit the tenant under the Non-CPLV Lease Agreement to cause facilities subject to the Non-CPLV Lease Agreement that in the aggregate represent up to five percent of the aggregate EBITDAR of (A) all of the facilities under such Non-CPLV Lease Agreement and (B) the Harrah’s Joliet facility, for the 2018 fiscal year (defined as the “2018 EBITDAR Pool” in the Non-CPLV Lease Agreement, without giving effect to any increase in the 2018 EBITDAR Pool as a result of a facility being added to the Non-CPLV Lease Agreement) to be sold (whereby the tenant and landlord under the Non-CPLV Lease Agreement would sell the operations and real estate, respectively, with respect to such facility), provided, among other things, that (1) we and ERI mutually agree to the split of proceeds

from such sales, (2) such sales do not result in any impairment(s)/asset write down(s) by us, (3) rent under the Non-CPLV Lease Agreement remains unchanged following such sale and (4) the sale does not result in us recognizing certain taxable gain; (b) restrict the ability of the tenant thereunder to transfer and sell the operating business of Harrah’s New Orleans and Harrah’s Atlantic City to replacement tenants without our consent and remove such restrictions with respect to Horseshoe Southern Indiana (in connection with the restrictions applying to Harrah’s New Orleans) and Horseshoe Bossier City (in connection with the restrictions applying to Harrah’s Atlantic City), provided that the tenant under the Non-CPLV Lease Agreement may only sell such properties if certain terms and conditions are met, including that replacement tenants meet certain criteria provided in the Non-CPLV Lease Agreement; and (c) require that the tenant under the Non-CPLV Lease Agreement complete and pay for all capital improvements and other payments, costs and expenses related to the extension of the existing operating license with respect to Harrah’s New Orleans, including, without limitation, any such payments, costs and expenses required to be made to the City of New Orleans, the State of Louisiana or any other governmental body or agency.

•

CPLV CMBS Debt Lender Consent. Subject to the satisfaction of certain conditions, we will obtain the consent of the CPLV CMBS Debt holders that is required in connection with the consummation of certain elements of the ERI/Caesars Merger and the Eldorado Transaction or cause the CPLV CMBS Debt to be repaid in full prior to the closing of the ERI/Caesars Merger. ERI has agreed to reimburse us for 50% of our out-of-pocket costs in connection with obtaining and consummating the consent of the CPLV CMBS Debt holders, including any prepayment penalties should the lender not consent and we have to refinance the debt (which reimbursement obligations exist pursuant to the MTA regardless of whether the ERI/Caesars Merger is consummated).

•

Eldorado Bridge Facility. On June 24, 2019, in connection with the Eldorado Transaction, VICI Propco entered into a commitment letter (the “Commitment Letter”) with Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Islands Branch (collectively, the “Bridge Lender”), pursuant to which and subject to the terms and conditions set forth therein, the Bridge Lender has agreed to provide (i) a 364-day first lien secured bridge facility of up to $3.3 billion in the aggregate (the “Eldorado Senior Bridge Facility”) and (ii) a 364-day second lien secured bridge facility of up to $1.5 billion in the aggregate (the “Eldorado Junior Bridge Facility,” and, together with the Eldorado Senior Bridge Facility, the “Bridge Facilities”), for the purpose of providing a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Eldorado Transaction documents and related fees and expenses. We currently intend to incur additional long-term senior secured term loans and/or opportunistically access the debt capital markets to fund a portion of the cash consideration for the Eldorado Transaction, but, absent such a long-term debt financing, we expect to draw on the Bridge Facilities in connection with the closing of the Eldorado Transaction to fund a portion of the cash consideration, and, in the future, raise long-term debt financing to refinance such amounts borrowed under the Bridge Facilities, subject to market and other conditions. On June 28, 2019 and July 11, 2019, additional parties joined the Commitment Letter as commitment parties thereunder. There can be no assurances that we will be able to refinance the Bridge Facilities on terms satisfactory to us, or at all. Refer to Note 7 - Debt for further information.

The Master Transaction Agreement contains customary representations, warranties and covenants by the parties to the agreement and is subject to the consummation of the ERI/Caesars Merger as well as customary closing conditions, including, among other things, that: (i) the absence of any law or order restraining, enjoining or otherwise preventing the transactions contemplated by the Master Transaction Agreement; (ii) the receipt of certain regulatory approvals, including gaming regulatory approvals; (iii) certain restructuring transaction shall have been consummated; (iv) the accuracy of the respective parties’ representations and warranties, subject to customary qualifications; and (v) material compliance by the parties with their respective covenants and obligations. The Master Transaction Agreement contains certain termination rights, including that the Master Transaction Agreement shall automatically terminate upon the termination of the ERI/Caesars Merger Agreement and a right by us to terminate the Master Transaction Agreement in the event the closing of the transactions contemplated by the Master Transaction Agreement has not occurred by the date on which the ERI/Caesars Merger is required to close pursuant to the ERI/Caesars Merger Agreement, but in no event later than December 24, 2020.

If the Master Transaction Agreement is terminated by ERI under certain circumstances where we have a financing failure, we may be obligated to pay ERI a reverse termination fee of $75.0 million (the “Reverse Termination Fee”). If the amendment of the CPLV Lease Agreement is not entered into on the date on which the ERI/Caesars Merger closes, under certain circumstances, we may be obligated to pay ERI a fee of $45.0 million (the “CPLV Break Payment”), provided we will not be obligated to pay both the Reverse Termination Fee and the CPLV Break Payment. If the ERI/Caesars Merger does not close for any reason, under certain circumstances, ERI may be obligated to pay us a termination fee of $75.0 million. For more information, see Part II. Item 1A. Risk Factors - Risks Relating to the Eldorado Transaction and Our Other Pending Acquisitions.

Purchase of Century Portfolio

On June 17, 2019, we entered into definitive agreements to acquire the land and real estate assets of (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Lady Luck Casino Caruthersville located in Caruthersville, Missouri and (iii) Isle Casino Cape Girardeau located in Cape Girardeau, Missouri (the “Century Portfolio”) from affiliates of ERI, for approximately $277.8 million, and a subsidiary of Century Casinos, Inc. (“Century Casinos”) has agreed to acquire the operating assets of the Century Portfolio for approximately $107.2 million (together, the “Century Portfolio Acquisition”). Simultaneous with the closing of the Century Portfolio Acquisition, we will enter into a master triple-net lease agreement for the Century Portfolio with a subsidiary of Century Casinos. The master lease will have an aggregate initial total annual rent of $25.0 million and an initial term of 15 years, with four five-year tenant renewal options. The tenants’ obligations under the lease will be guaranteed by Century Casinos. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in early 2020. However, we can provide no assurances that the Century Portfolio Acquisition will be consummated on the terms or timeframe described herein, or at all.

Closing of Purchase of Greektown

On May 23, 2019, we completed the previously announced transaction to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with Greektown, for $700.0 million in cash, and an affiliate of Penn National acquired the operating assets of Greektown for $300.0 million in cash (together, the “Greektown Acquisition”). Simultaneous with the closing of the Greektown Acquisition, we entered into a triple-net lease agreement for Greektown with a subsidiary of Penn National. The lease has an initial total annual rent of $55.6 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. We determined that the land and building components of the Greektown Lease Agreement meet the definition of a sales-type lease and have recorded the corresponding asset, including related acquisitions and transaction costs, in Investments in direct financing and sales-type leases on our Balance Sheet.

Purchase of JACK Cincinnati Casino

On April 5, 2019, we entered into definitive agreements to acquire the land and real estate assets of JACK Cincinnati Casino (“JACK Cincinnati Casino”), located in Cincinnati, Ohio from affiliates of JACK Entertainment LLC, for approximately $558.3 million, and a subsidiary of Hard Rock International (“Hard Rock”) has agreed to acquire the operating assets of the JACK Cincinnati Casino for $186.5 million (together, the “JACK Cincinnati Acquisition”). Simultaneous with the closing of the JACK Cincinnati Acquisition, we will enter into a triple-net lease agreement for the JACK Cincinnati Casino with a subsidiary of Hard Rock. 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 Seminole Hard Rock Entertainment, Inc. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close by the end of 2019. However, we can provide no assurances that the JACK Cincinnati Acquisition will be consummated on the terms or timeframe described herein, or at all.

Closing of Purchase of Margaritaville

On January 2, 2019, we completed the previously announced transaction to acquire the land and real estate assets of Margaritaville for $261.1 million. Penn National acquired the operating assets of Margaritaville for $114.9 million. Simultaneous with the closing of this transaction, we entered into a triple-net lease agreement with a subsidiary of Penn National. The lease has an initial annual rent of $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. We determined that the land and building components of the Margaritaville Lease Agreement meet the definition of a sales-type lease and have recorded the corresponding asset, including related acquisitions and transaction costs, in Investments in direct financing and sales-type leases on our Balance Sheet.

2018 Transactions

Our significant activities in 2018, in reverse chronological order, are as follows:

Purchase of Harrah’s Philadelphia and Octavius Tower

On December 26, 2018 we completed the previously announced transaction with Caesars to acquire all of the land and real estate assets associated with Harrah’s Philadelphia Casino and Racetrack (“Harrah’s Philadelphia”) from Caesars for $241.5 million, which purchase price was reduced by $159.0 million to reflect the aggregate net present value of the modifications to the Caesars Lease Agreements (as further described below), resulting in cash consideration of approximately $82.5 million. In addition, on July 11, 2018, we completed the previously announced transaction with Caesars to acquire, and lease back, all of the land and real estate assets associated with the Octavius Tower at Caesars Palace (“Octavius Tower”) for a purchase price of $507.5 million in cash. Octavius Tower is operated pursuant to the CPLV Lease Agreement, which provides for annual rent with respect to Octavius Tower of $35.0 million payable in equal consecutive monthly installments and has an initial term that expires on October 31, 2032, with four five-year tenant renewal options.

In connection with the closing of the acquisition of Harrah’s Philadelphia, each of the Non-CPLV Lease Agreement and the CPLV Lease Agreement were amended to, among other things, include Harrah’s Philadelphia and Octavius Tower, respectively, and Caesars will continue to operate both properties under the terms of such leases. The amendment to the Non-CPLV Lease Agreement provided for an additional $21.0 million in annual rent for Harrah’s Philadelphia, which is subject to the amended provisions of the lease. The HLV Lease Agreement and the Joliet Lease Agreement were modified at such time to achieve consistency with the other Lease Agreements. Refer to Note 5 - Real Estate Portfolio for a summary of the terms of the modified leases.

Other Agreements with Caesars

Caesars Forum Convention Center - Put/Call Agreement

In December 2017, we sold to Caesars approximately 18.4 acres of certain parcels located in Las Vegas, Nevada, east of Harrah’s Las Vegas, known as the Eastside Property, for $73.6 million. The Caesars Forum Convention Center is currently being constructed on the Eastside Property. Accordingly, we entered into a put/call agreement with Caesars, which provides both parties with certain rights and obligations including: (i) a put right in favor of Caesars, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center (the “Put Right”); (ii) if Caesars exercises the Put Right and, among other things, the sale of the Caesars Forum Convention Center to us does not close for certain reasons more particularly described in the put/call agreement, then a repurchase right in favor of Caesars, which, if exercised, would result in the sale of Harrah’s Las Vegas by us to Caesars; and (iii) a call right in our favor, which, if exercised, would result in the sale by Caesars to us and simultaneous leaseback by us to Caesars of the Caesars Forum Convention Center. This agreement survives the closing of the ERI/Caesars Merger.

Due to the put/call option on the land parcels, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes. As a result, at December 31, 2017, we reclassified $73.6 million from Investments in operating leases to Land and recorded a $73.6 million Deferred financing liability on our Balance Sheet.

Second Amended and Restated Right of First Refusal Agreement

Simultaneously with the sale of the Eastside Property, we also entered into an Amended and Restated Right of First Refusal Agreement with Caesars pursuant to which we will have a right, subject to certain exclusions, (i) to acquire (and lease to Caesars) any of the gaming facilities of Centaur Properties, which were acquired by Caesars in the third quarter of 2018, (ii) to acquire (and lease to Caesars) any domestic gaming facilities located outside of the Gaming Enterprise District of Clark County, Nevada, proposed to be acquired or developed by Caesars, and (iii) to acquire certain income-producing improvements if built by Caesars in lieu of the Caesars Forum Convention Center on the Eastside Property, subject to certain exclusions.

The Amended and Restated Right of First Refusal Agreement also contains a right of first refusal in favor of Caesars, pursuant to which Caesars will have the right to lease and manage any domestic gaming facility located outside of Greater Las Vegas, proposed to be acquired or developed by us that is not: (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that was not entered into in contemplation of such acquisition or development and which (x) was entered into on arms’ length terms and (y) would not be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require

governmental consent, approval, license or authorization (unless already received), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which we and/or our affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which we or our affiliates propose to acquire a then-existing gaming facility from ourselves or our affiliates.

In the event that the foregoing rights are not exercised by us or Caesars and CEOC, as applicable, each party will have the right to consummate the subject transaction without the other’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to us or Caesars and CEOC, as applicable, for consummating such transaction.

In December 2018, we entered into the Second Amended and Restated Right of First Refusal Agreement, which replaced the Amended and Restated Right of First Refusal Agreement and, among other things, provides us with the right to acquire from Caesars, under certain circumstances, certain undeveloped land adjacent to the Las Vegas Strip. Upon closing of the ERI/Caesars Merger, the Second Amended and Restated Right of First Refusal will be terminated and we will enter into the Las Vegas ROFR and the Horseshoe Baltimore ROFR.

Option Properties

Call Right Agreements

On the Formation Date, we entered into certain call right agreements, which provide us with the opportunity to acquire Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin from Caesars. We can exercise the call rights within five years from the Formation Date by delivering a request to the applicable owner of the property containing evidence of our ability to finance the call right. The purchase price for each property will be 10 multiplied by the initial property lease rent for the respective property, with the initial property lease rent for each property being the amount that causes the ratio of (x) EBITDAR of the property for the most recently ended four-quarter period for which financial statements are available to (y) the initial property lease rent to equal 1.67. As previously described, the existing call right agreements will terminate, upon the earlier to occur of the closing of the corresponding MTA Property Acquisition or our obtaining specific performance or liquidated damages with respect to the relevant property in accordance with the terms of the MTA.

Real Estate Portfolio

6 Months Ended

Jun. 30, 2019

Real Estate [Abstract]

Real Estate Portfolio

As of June 30, 2019, our real estate portfolio consisted of the following:


•	Investments in direct financing and sales-type leases, representing our investment in 23 casino assets leased on a triple net basis to our tenants, Caesars and Penn National, under six separate lease agreements;


•	Investments in operating leases, representing the portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement; and


•	Land, representing our investment in the Eastside Property and certain non-operating, vacant land parcels contained in the Non-CPLV Lease Agreement.

The following is a summary of the balances of our real estate portfolio as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019			December 31, 2018
Minimum lease payments receivable under direct financing and sales-type leases ⁽¹⁾	$	29,653,093		$	27,285,943
Estimated residual values of leased property (not guaranteed)	2,344,954			2,135,312
Gross investment in direct financing and sales-type leases	31,998,047			29,421,255
Unamortized initial direct costs	37,321			22,822
Less: Unearned income	(22,138,337		)	(20,528,030		)
Investment in direct financing and sales-type leases, net	9,897,031			8,916,047
Investment in operating leases	1,086,658			1,086,658
Total Investments in leases, net	10,983,689			10,002,705
Land	94,711			95,789
Total Real estate portfolio	$	11,078,400		$	10,098,494

____________________

(1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements.

The following table details the components of our income from direct financing, sales-type and operating leases:



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2019			2018			2019			2018
Income from direct financing and sales-type leases	$	201,549		$	182,319		$	397,299		$	364,355
Income from operating leases ⁽¹⁾	10,914			12,209			21,827			24,418
Total lease revenue	212,463			194,528			419,126			388,773
Less: Direct financing and sales-type lease adjustment ⁽²⁾	(2,277		)	(13,197		)	(4,789		)	(26,110		)
Total contractual lease revenue	$	210,186		$	181,331		$	414,337		$	362,663

____________________

(1) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement.

(2) Amounts represent the non-cash adjustment to income from direct financing and sales-type leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.

At June 30, 2019, minimum lease payments owed to us for each of the five succeeding years under direct financing, sales-type and operating leases are as follows:



(In thousands)	Minimum Lease Payments ⁽¹⁾
2019 (remaining)	$	438,020
2020	886,038
2021	898,043
2022	910,678
2023	924,797
2024	936,759
Thereafter	26,113,864
Total	$	31,108,199

____________________

(1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements.

The weighted average remaining lease term, assuming the exercise of all tenant renewal options, for our direct financing, sales-type and operating leases at June 30, 2019 was 33.4 years.

Lease Provisions

Caesars Lease Agreements - Overview

The following is a summary of the material lease provisions of our Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction):



($ In thousands)
Lease Provision ⁽¹⁾	Non-CPLV Lease Agreement and Joliet Lease Agreement	CPLV Lease Agreement	HLV Lease Agreement
Initial Term	15 years	15 years	15 years
Renewal Terms	Four, five-year terms	Four, five-year terms	Four, five-year terms
Initial Base Rent ⁽²⁾	$493,925	$200,000	$87,400
Current Base Rent ⁽³⁾	$501,019	$204,358	$88,274
Escalator commencement	Lease year two	Lease year two	Lease year two
Escalator ⁽⁴⁾	Lease years 2-5 - 1.5% Lease Years 6-15 - Consumer price index subject to 2% floor	Consumer price index subject to 2% floor	Lease years 2-5 - 1% Lease Years 6-15 - Consumer price index subject to 2% floor
EBITDAR to Rent Ratio floor ⁽⁵⁾	1.2x commencing lease year 8	1.7x commencing lease year 8	1.6x commencing lease year 6
Variable Rent commencement/reset	Lease years 8 and 11	Lease years 8 and 11	Lease years 8 and 11
Variable Rent split ⁽⁶⁾	Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent	80% Base rent and 20% Variable rent	80% Base rent and 20% Variable rent
Variable Rent percentage ⁽⁶⁾	4%	4%	4%

____________________

(1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements.

(2) Reflects the addition of $21.0 million and $35.0 million per annum under the Non-CPLV Lease and the CPLV Lease, respectively, to incorporate the base rent for Harrah’s Philadelphia and Octavius Tower, respectively. The additional $35.0 million of rent for Octavius Tower is not subject to the Escalator.

(3) In relation to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the current annual base rent payable for the current lease year which is the period from November 1, 2018 through October 31, 2019. In relation to the HLV Lease Agreement the amount represents current annual base rent payable for the current lease year which is the period from January 1, 2019 through December 31, 2019.

(4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three and six months ended June 30, 2019.

(5) In the event that the EBITDAR to Rent Ratio coverage is below the stated floor, the Escalator of the respective Caesars Lease Agreements will be reduced to such amount to achieve the stated EBITDAR to Rent Ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. The EBITDAR to Rent Ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. The coverage floors, which coverage floors serve to reduce the rent escalators under the Caesars Lease Agreements in the event that the “EBITDAR to Rent Ratio” coverage is below the stated floor, will be removed upon execution of the amendments to the Caesars Lease Agreements in connection with the closing of the Eldorado Transaction.

(6) Variable Rent is not subject to the Escalator and is calculated as an increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage.

Penn National Lease Agreements - Overview

The following is a summary of the material lease provisions of our Penn National Lease Agreements:



($ In thousands)
Lease Provision	Margaritaville Lease Agreement	Greektown Lease Agreement
Initial term	15 years	15 years
Renewal terms	Four, five-year terms	Four, five-year terms
Building base rent	$17,200	$42,800
Escalation commencement	Lease year two	Lease year two
Escalation	2% of Building base rent, subject to the EBITDAR to rent ratio floor	2% of Building base rent, subject to the EBITDAR to rent ratio floor
EBITDAR to rent ratio floor ⁽¹⁾	1.9x commencing lease year two	1.85x commencing lease year two
Land base rent ⁽²⁾	$3,000	$6,400
Percentage rent ⁽³⁾	$3,000 (fixed for lease year one and two)	$6,400 (fixed for lease year one and two)
Percentage rent reset	Lease year three and each and every other lease year thereafter	Lease year three and each and every other lease year thereafter
Percentage rent multiplier	The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition)	The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition)
Total current rent ⁽⁴⁾	$23,200	$55,600

____________________

(1) In the event that the EBITDAR to rent ratio coverage is below the stated floor, the escalation will be reduced to such amount to achieve the stated EBITDAR to rent ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. The EBITDAR to rent ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service.

(2) Land base rent is not subject to escalation.

(3) Percentage rent is subject to the percentage rent multiplier.

(4) In relation to the Margaritaville Lease Agreement, the amount represents current annual base rent payable for the current lease year which is the period from January 2, 2019 through January 31, 2020. In relation to the Greektown Lease Agreement, the amount represents current annual base rent payable for the current lease year which is the period from May 23, 2019 through May 31, 2020.

Capital Expenditure Requirements

We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties.

The following table summarizes the capital expenditure requirements of our tenants under the Lease Agreements:



Provision	Non-CPLV Lease Agreement and Joliet Lease Agreement	CPLV Lease Agreement	HLV Lease Agreement	Penn National Lease Agreements
Yearly minimum expenditure	1% of net revenues ⁽¹⁾	1% of net revenues ⁽¹⁾	1% of net revenues commencing in 2022	1% of net revenues based on four-year average
Rolling three-year minimum ⁽²⁾	$255 million	$84 million	N/A	N/A
Initial minimum capital expenditure	N/A	N/A	$171 million (2017 - 2021)	N/A

____________________

(1) The lease agreement requires a $100 million floor on annual capital expenditures for CPLV, Joliet and Non-CPLV in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.

(2) CEOC is required to spend $350 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $255 million allocated to Non-CPLV, $84 million allocated to CPLV and the remaining balance of $11 million to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect. Additionally, CEOC is required to expend a minimum of $495 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $350 million requirement.

Other Assets and Other Liabilities

6 Months Ended

Jun. 30, 2019

Other Liabilities [Abstract]

Other Assets and Other Liabilities

Other Assets

The following table details the components of our other assets as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019		December 31, 2018
Property and equipment used in operations, net	$	71,046	$	71,513
Debt issuance costs	16,392		6,190
Right of use asset	11,074		—
Deferred acquisition costs	7,217		7,062
Other	4,227		1,253
Prepaid expenses	1,403		3,060
Interest receivable	1,149		886
Tenant receivable for property taxes	—		25,586
Total other assets	$	112,508	$	115,550

Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019			December 31, 2018
Land and land improvements	$	58,823		$	58,573
Buildings and improvements	14,572			14,572
Furniture and equipment	4,036			2,805
Total property and equipment used in operations	77,431			75,950
Less: accumulated depreciation	(6,385		)	(4,437		)
Total property and equipment used in operations, net	$	71,046		$	71,513



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Depreciation expense	$	1,018	$	922	$	1,948	$	1,828

Other Liabilities

The following table details the components of our other liabilities as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019		December 31, 2018
Derivative liability	$	70,003	$	22,124
Other accrued expenses	17,305		30,951
Lease liability	11,074		—
Accrued payroll and other compensation	3,320		4,934
Deferred income taxes	3,011		3,340
Accounts payable	451		1,057
Total other liabilities	$	105,164	$	62,406

Debt

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Debt

The following tables detail our debt obligations as of June 30, 2019 and December 31, 2018:



($ in thousands)	June 30, 2019
Description of Debt	Final Maturity	Interest Rate	Face Value		Carrying Value⁽¹⁾
VICI PropCo Senior Secured Credit Facilities
Revolving Credit Facility ⁽²⁾	2024	L + 2.00%	$	—	$	—
Term Loan B Facility ⁽³⁾	2024	L + 2.00%	2,100,000		2,075,968
Second Lien Notes ⁽⁴⁾	2023	8.00%	498,480		498,480
CPLV Debt
CPLV CMBS Debt ⁽⁵⁾	2022	4.36%	1,550,000		1,550,000
Total Debt			$	4,148,480	$	4,124,448



($ in thousands)	December 31, 2018
Description of Debt	Final Maturity	Interest Rate	Face Value		Carrying Value⁽¹⁾
VICI PropCo Senior Secured Credit Facilities
Revolving Credit Facility ⁽²⁾	2022	L + 2.00%	$	—	$	—
Term Loan B Facility ⁽³⁾	2024	L + 2.00%	2,100,000		2,073,784
Second Lien Notes ⁽⁴⁾	2023	8.00%	498,480		498,480
CPLV Debt
CPLV CMBS Debt ⁽⁵⁾	2022	4.36%	1,550,000		1,550,000
Total Debt			$	4,148,480	$	4,122,264

____________________


(1)	Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

(2)

Interest on any outstanding balance is payable monthly. The Revolving Credit Facility initially bore interest at LIBOR plus 2.25% and was subject to a 0.5% commitment fee. Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00%. On May 15, 2019, we amended our Revolving Credit Facility to, among other things, increase borrowing capacity by $600 million to a total of $1.0 billion and extend the maturity date to May 2024. After giving effect to the amendments executed on May 15, 2019, borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage based pricing grid with a range of 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate depending on our total net debt to adjusted total assets ratio. Additionally, after giving effect to the amendments executed on May 15, 2019, the commitment fee under the Revolving Credit Facility is calculated on a leverage-based pricing grid with a range of 0.375% to 0.5%, in each case depending on our total net debt to adjusted total assets ratio. For the three and six months ended June 30, 2019 the commitment fee was 0.5%.

(3)

Interest on any outstanding balance is payable monthly. The Term Loan B Facility initially bore interest at LIBOR plus 2.25%. Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00%. As of June 30, 2019, we had six interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $2.0 billion at a blended LIBOR rate of 2.7173%. As of December 31, 2018, we had four interest rate swap agreements outstanding with third-party financial institutions having an aggregate notional amount of $1.5 billion at a LIBOR rate of 2.8297%. The interest rate swaps are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt. Final maturity is December 2024 or, to the extent the Second Lien Notes remain outstanding, July 2023 (three months prior to the maturity of the Second Lien Notes).


(4)	Interest is payable semi-annually.


(5)	Interest is payable monthly.

The following table is a schedule of future minimum payments of our debt obligations as of June 30, 2019:



(In thousands)	Future Minimum Payments
2019 (remaining)	$	—
2020	—
2021	—
2022	1,560,000
2023	520,480
2024	2,068,000
Total minimum repayments	$	4,148,480

Senior Secured Credit Facilities

In December 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) comprised of a $2.2 billion Term Loan B Facility and a $400.0 million Revolving Credit Facility (the Term Loan B Facility and the Revolving Credit Facility, as amended as discussed below, are referred to together as the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities initially bore interest at LIBOR plus 2.25%. Upon our initial public offering, on February 5, 2018, the interest rate was reduced to LIBOR plus 2.00%, as contemplated by the Credit Agreement.

On May 15, 2019, VICI Propco, entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, pursuant to which certain lenders agreed to provide VICI Propco with incremental revolving credit commitments and availability under the revolving credit facility in the aggregate principal amount of $600.0 million on the same terms as VICI Propco’s current revolving

credit facility under the Revolving Credit Facility. After giving effect to Amendment No. 2, the Credit Agreement, provided total borrowing capacity pursuant to the revolving credit commitments in the aggregate principal amount of $1.0 billion.

On May 15, 2019, immediately after giving effect to Amendment No. 2, VICI Propco entered into Amendment No. 3 (“Amendment No. 3”, together with Amendment No. 2, the “Amendments”) to the Credit Agreement, which amended and restated the Credit Agreement in its entirety as of May 15, 2019 ( the “Amended and Restated Credit Agreement”) to, among other things, (i) refinance the Revolving Credit Facility in whole with a new class of revolving commitments, (ii) extend the maturity date to May 15, 2024, which represents an extension of the December 22, 2022 maturity date of the Revolving Credit Facility, (iii) provide that borrowings under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of between 1.75% to 2.00% over LIBOR, or between 0.75% and 1.00% over the base rate, in each case depending on our total net debt to adjusted total assets ratio, (iv) provide that the commitment fee payable under the Revolving Credit Facility will bear interest at a rate based on a leverage-based pricing grid with a range of between 0.375% to 0.50% depending on our total net debt to adjusted total assets ratio, (v) amend the existing springing financial covenant, which previously required VICI Propco to maintain a total net debt to adjusted asset ratio of not more than 0.75 to 1.00 if there was 30% utilization of the Revolving Credit Facility, to require that, only with respect to the Revolving Credit Facility commencing with the first full fiscal quarter ending after the effectiveness of Amendment No. 3, VICI Propco maintain a maximum total net debt to adjusted asset ratio of not more than 0.65 to 1.00 as of the last day of any fiscal quarter (or, during any fiscal quarter in which certain permitted acquisitions were consummated and the three consecutive fiscal quarters thereafter, not more than 0.70 to 1.00), and (vi) include a new financial covenant only with respect to the Revolving Credit Facility, requiring VICI Propco to maintain, commencing with the first full fiscal quarter after the effectiveness of Amendment No. 3, an interest coverage ratio (defined as EBITDA to interest charges) of not less than 2.00 to 1.00 as of the last day of any fiscal quarter. The Revolving Credit Facility is available to be used for working capital purposes, capital expenditures, permitted acquisitions, permitted investments, permitted restricted payments and for other lawful corporate purposes. The Amended and Restated Credit Agreement provides for capacity to add incremental loans in an aggregate amount of: (x) $1.2 billion to be used solely to finance certain acquisitions; plus (y) an unlimited amount, subject to VICI Propco not exceeding certain leverage ratios.

The Amended and Restated Credit Agreement provides that, in the event the LIBOR Rate is no longer in effect, a comparable or successor rate approved by the Administrative Agent under such facility shall be utilized, provided that such approved rate shall be applied in a manner consistent with market practice.

The Amended and Restated Credit Agreement contains customary covenants that are consistent with those set forth in the Credit Agreement (except as to the financial covenants described above), which, among other things, limit the ability of VICI PropCo and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to VICI PropCo or any restricted subsidiary. These covenants are subject to a number of exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status and to avoid the payment of federal or state income or excise tax, the ability to make restricted payments in an amount not to exceed 95% of our Funds from Operations (as defined in the Amended and Restated Credit Agreement) subject to no event of default under the Amended and Restated Credit Agreement and pro forma compliance with the financial covenant pursuant to the Amended and Restated Credit Agreement, and the ability to make additional restricted payments in an aggregate amount not to exceed the greater of 0.6% of Adjusted Total Assets or $30,000,000. We are also subject to the financial covenants under the Revolving Credit Facility, as previously described above. As of June 30, 2019, the restricted net assets of VICI PropCo were approximately $6.4 billion.

The Senior Secured Credit Facilities are secured by a first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI nor certain subsidiaries of VICI PropCo, including CPLV Borrower, are subject to the covenants of the Amended and Restated Credit Agreement or are guarantors of the Senior Secured Credit Facilities. The Term Loan B Facility may be voluntarily prepaid at VICI PropCo’s option, in whole or in part, at any time, and is subject to mandatory prepayment in the event of receipt by VICI PropCo or any of its restricted subsidiaries of the proceeds from the occurrence of certain events, including asset sales, casualty events and issuance of certain indebtedness.

In February 2018, we completed an initial public offering resulting in net proceeds of approximately $1.3 billion. We used a portion of those proceeds to pay down the $300.0 million outstanding on the Revolving Credit Facility and to repay $100.0 million of the

principal amount outstanding on the Term Loan B Facility. Under the Amended and Restated Credit Agreement, the Term Loan B Facility is subject to amortization of 1.0% of principal per annum payable in equal quarterly installments on the last business day of each calendar quarter. However, as a result of prepaying $100.0 million of the Term Loan B Facility in February 2018 the next principal payment due on the Term Loan B Facility is September 2022.

Refer to Note 8—Derivatives for a discussion of our interest rate swap agreements related to the Term Loan B Facility.

CPLV CMBS Debt

The CPLV CMBS Debt was incurred on October 6, 2017 pursuant to a loan agreement (the “CMBS Loan Agreement”), and is secured by a first priority lien on all of the assets of CPLV Property Owner LLC, as borrower (“CPLV Borrower”), including CPLV Borrower’s fee interest in and to Caesars Palace Las Vegas and interest in the CPLV Lease Agreement and all related agreements, including the Lease Agreements, subject only to certain permitted encumbrances as set forth in the CMBS Loan Agreement. The CPLV CMBS Debt bears interest at 4.36% per annum. The CPLV CMBS Debt is evidenced by one or more promissory notes and secured by, among other things, a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee and/or leasehold interest of the CPLV Borrower.

The CMBS Loan Agreement contains certain covenants limiting CPLV Borrower’s ability to, among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests.

Subject to the satisfaction of certain conditions, we will obtain the consent of the CPLV CMBS Debt holders that is required in connection with the consummation of certain elements of the ERI/Caesars Merger and the Eldorado Transaction or cause the CPLV CMBS Debt to be repaid in full prior to the closing of the ERI/Caesars Merger.

Second Lien Notes

The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture (the “Indenture”) by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc. (together, the “Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Second Lien Notes are guaranteed by each of the Issuers’ existing and subsequently acquired wholly owned material domestic restricted subsidiaries and secured by a second priority lien on substantially all of the Issuers’ and such restricted subsidiaries’ material assets, including mortgages on their respective real estate, subject to customary exclusions. None of VICI nor certain subsidiaries of VICI PropCo, including CPLV Borrower, are subject to the covenants of the Indenture or are guarantors of the Second Lien Notes.

The Indenture contains covenants that limit the Issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to distribute cash dividends of 100% of our “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Internal Revenue Code of 1986, as amended, the ability to make certain restricted payments not to exceed the amount of our cumulative earnings (calculated pursuant to the Indenture as $30,000,000 plus 95% of our cumulative Adjusted Funds From Operations (as defined in the Indenture) less cumulative distributions, with certain other adjustments), and the ability to make restricted payments in an amount equal to the greater of 0.6% of Adjusted Total Assets (as defined in the Indenture) or $30,000,000.

Prior to October 15, 2020, the Second Lien Notes are redeemable at the option of the Issuers, at a redemption price of 100% of the principal amount of the Second Lien Notes redeemed plus accrued and unpaid interest, if any, to the applicable redemption date, plus an applicable premium equal to the excess of (a) the present value of (i) 104% of the principal amount of the Second Lien Notes so redeemed plus (ii) all required interest payments due on such Second Lien Notes through October 15, 2020, computed using a discount rate equal to the then-applicable U.S. Treasury rate plus 50 basis points, over (b) the then-outstanding principal amount of the Second Lien Notes so redeemed. The Issuers also had the option to redeem up to 35% of the original aggregate principal amount of the Second Lien Notes with the net cash proceeds of certain issuances of common or preferred equity by VICI PropCo or VICI, at a price equal to 108% of such principal amount of the Second Lien Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date. On or after October 15, 2020, the Second Lien Notes are redeemable at the option of the

Issuers, at a redemption price of (a) 104% of the principal amount of the Second Lien Notes so redeemed for the period October 15, 2020 through October 14, 2021 and (b) 100% of the principal amount of the Second Lien Notes so redeemed after October 15, 2021, in each case, plus accrued and unpaid interest to the redemption date.

In February 2018, we used a portion of the proceeds from our initial public offering to redeem $268.4 million of the Second Lien Notes, which represented 35% of the original aggregate principal amount, at a redemption price of 108% plus accrued and unpaid interest to the date of redemption. Due to the partial redemption of the Second Lien Notes, we recognized a loss on extinguishment of debt of $23.0 million during the three months ended March 31, 2018, the majority of which relates to the premium paid on the redemption price.

Bridge Facilities

On June 24, 2019, in connection with the Eldorado Transaction, VICI PropCo entered into the Commitment Letter with the Bridge Lender, pursuant to which and subject to the terms and conditions set forth therein, the Bridge Lender has agreed to provide (i) a 364-day first lien secured bridge facility of up to $3.3 billion in the aggregate and (ii) a 364-day second lien secured bridge facility of up to $1.5 billion in the aggregate, for the purpose of providing a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Eldorado Transaction documents and related fees and expenses. The Bridge Facilities are subject to a tiered commitment fee for the period the commitment is outstanding. Such fee is equal to, with respect to any commitments that are terminated prior to July 22, 2019, 0.25% of such commitments, with respect to any commitments that are outstanding on July 22, 2019 and are terminated prior to June 24, 2020, 0.50% of such commitments, with respect to any commitments that are outstanding on June 24, 2020 and are terminated prior to September 24, 2020, 0.75% of such commitments, and with respect to any commitments that are outstanding on September 24, 2020, 1.00% of such commitments. For the three and six months ended June 30, 2019 we have recognized $0.2 million of fees related to the Bridge Facilities in Interest expense on our Statement of Operations.

Commitments and loans under the Bridge Facilities will be reduced or prepaid, as applicable, in part upon any issuance by us of equity or notes in a public offering or private placement and/or the incurrence of term loans and certain other debt and upon other specified events prior to the consummation of the Eldorado Transaction, in each case subject to the terms and certain exceptions set forth in the Commitment Letter, including that the commitments and loans will not be reduced as a result of the proceeds from primary follow-on offerings. If we use the Bridge Facilities, funding is contingent on the satisfaction of certain customary conditions set forth in the Commitment Letter, including, among others, (i) the execution and delivery of definitive documentation with respect to the Bridge Facilities in accordance with the terms set forth in the Commitment Letter and (ii) the consummation of the transactions in accordance with the Eldorado Transaction documents. Although we do not currently expect VICI PropCo to make any borrowings under the Bridge Facilities, there can be no assurance that such borrowings will not be made. Borrowing under the Bridge Facilities, if any, will bear interest at a floating rate that varies depending on the duration of the loans thereunder. Under the Eldorado Senior Bridge Facility, interest will be calculated on a rate between (i) LIBOR plus 200 basis points and LIBOR plus 275 basis or (ii) the base rate plus 100 basis points and the base rate plus 175 basis points, in each case depending on duration. Under the Eldorado Junior Bridge Facility, interest will be calculated on a rate between (x) LIBOR plus 300 basis points and LIBOR plus 375 basis or (y) the base rate plus 200 basis points and the base rate plus 275 basis points, in each case depending on duration. The Bridge Facilities, if funded, will contain restrictive covenants and events of default substantially similar to those contained in, with respect to the Eldorado Senior Bridge Facility, the Senior Secured Credit Facilities and, with respect to the Eldorado Junior Bridge Facility, the Second Lien Notes. If we draw upon the Bridge Facilities, there can be no assurances that we would be able to refinance the Bridge Facilities on terms satisfactory to us, or at all.

Financial Covenants

As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At June 30, 2019, we are in compliance with all required covenants under our debt obligations.

Derivatives

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

On April 24, 2018, we entered into four interest rate swap agreements with third-party financial institutions having an aggregate notional amount of $1.5 billion. On January 3, 2019, we entered into two additional interest rate swap agreements with third-party financial institutions having an aggregate notional amount of $500.0 million. The interest rate swap transactions are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297% and 2.3802%, respectively. Subsequent to the effectiveness and for the duration of the interest rate swap transactions, we are only subject to interest rate risk on $100.0 million of variable rate debt.

The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of June 30, 2019 and December 31, 2018:

($ in thousands)

June 30, 2019

Instrument

Number of Instruments

Fixed Rate

Notional

Index

Maturity

Interest Rate Swaps

2.8297%

1,500,000

USD LIBOR

April 22, 2023

Interest Rate Swaps

2.3802%

500,000

USD LIBOR

January 22, 2021

($ in thousands)

December 31, 2018

Instrument

Number of Instruments

Fixed Rate

Notional

Index

Maturity

Interest Rate Swaps

2.8297%

1,500,000

USD LIBOR

April 22, 2023

As of June 30, 2019 and December 31, 2018, the interest rate swaps are in net unrealized loss positions and are recognized within Other liabilities. The following table presents the effect of our derivative financial instruments on our Statement of Operations:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Unrealized loss recorded in other comprehensive income	$	30,688	$	4,640	$	47,879	$	4,640
Interest recorded in interest expense	$	1,280	$	1,413	$	2,430	$	1,413

Fair Value

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value

The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018:



	June 30, 2019
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments ⁽¹⁾	$	97,586	$	—	$	97,586	$	—
Financial liabilities:
Derivative instruments - interest rate swaps ⁽²⁾	$	70,003	$	—	$	70,003	$	—



	December 31, 2018
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments ⁽¹⁾	$	520,877	$	—	$	520,877	$	—
Financial liabilities:
Derivative instruments - interest rate swaps ⁽²⁾	$	22,124	$	—	$	22,124	$	—

___________________

(1) The carrying value of these investment is equal to their fair value due to the short-term nature of the investments as well as their credit quality.

(2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820.

The estimated fair values of our financial instruments as of June 30, 2019 and December 31, 2018 for which fair value is only disclosed are as follows:



	June 30, 2019				December 31, 2018
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	1,205,335	$	1,205,335	$	577,883	$	577,883
Restricted cash	28,217		28,217		20,564		20,564
Financial liabilities:
Debt ⁽¹⁾
Revolving Credit Facility	$	—	$	—	$	—	$	—
Term Loan B Facility	2,075,968		2,079,000		2,073,784		2,016,000
Second Lien Notes	498,480		548,328		498,480		535,866
CPLV CMBS Debt	1,550,000		1,598,905		1,550,000		1,539,040

____________________

(1)

The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Litigation

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of June 30, 2019, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Operating Lease Commitments

We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and (ii) offices in New Orleans, LA and New York, NY, both of which expire in 2020. The weighted average remaining lease term as of June 30, 2019 under our operating leases was 19.2 years. Our Cascata ground lease has three 10-year extension options. The rent of such options would be the in-place rent at the time of renewal.

Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Rent expense	$	414	$	326	$	779	$	593

On May 10, 2019 we entered into a lease agreement for new office space in New York, NY for our corporate headquarters. The lease has a 10-year term, with one 5-year extension option and requires a fixed annual rent of $0.9 million. The lease liability and related amounts have not been recorded in our Balance Sheets or Statement of Operations as the leased space is not yet available for our use and the criteria for lease commencement have not been met.

On January 1, 2019, upon adoption of ASC 842, we recorded an $11.1 million right of use asset and a corresponding lease liability within Other assets and Other liabilities, respectively, on our Balance Sheet, related to the ground lease of the land at the Cascata Golf Course. The discount rate for the lease was determined to be 5.5% and was based on the yield of our current secured borrowings, adjusted to match borrowings of similar terms.

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at June 30, 2019 are as follows:



(In thousands)	Lease Commitments
2019 (remaining)	$	635
2020	1,042
2021	933
2022	951
2023	970
2024	990
Thereafter	15,905
Total minimum lease commitments	$	21,426
Discounting factor	10,352
Lease liability	$	11,074

Stockholders' Equity

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Stockholders' Equity

Stock

Authorized

We have the authority to issue 750,000,000 shares of stock, consisting of 700,000,000 shares of Common Stock, $0.01 par value per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share.

Initial Public Offering

On February 5, 2018, we completed an initial public offering of 69,575,000 shares of common stock at an offering price of $20.00 per share for an aggregate offering value of $1.4 billion, resulting in net proceeds of approximately $1.3 billion after commissions and expenses.

Primary Follow-on Offerings

November 2018

On November 19, 2018, we completed a primary follow-on offering of 34,500,000 shares of common stock at an offering price of $21.00 per share for an aggregate offering value of $724.5 million, resulting in net proceeds of $694.2 million. We used the net proceeds from the offering to pay for the aggregate purchase price of $700.0 million for the recently completed acquisition of the land and real estate assets of Greektown and related fees and expenses.

June 2019

On June 28, 2019, we completed a primary follow-on offering of (i) 50,000,000 (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) shares of common stock at an offering price of $21.50 per share for an aggregate offering value of $1.1 billion, resulting in net proceeds, after the deduction of the underwriting discount and expenses, of $1.0 billion and (ii) 65,000,000 common shares that are subject to forward sale agreements to be settled by September 26, 2020. We did not initially receive any proceeds from the sale of the common shares subject to the forward sale agreements that were sold by the forward purchasers or their respective affiliates (collectively the “Forward Sale Agreements”). We determined that the Forward Sale Agreements meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

We expect to settle the Forward Sale Agreements entirely by the physical delivery of shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the Forward Sale Agreements. The settlement of the Forward Sales Agreements is calculated based on the forward sale price as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the Forward Sale Agreements. As of June 30, 2019, the forward share price was $20.46 and would result in us receiving $1.3 billion in cash proceeds if we were to physically settle the Forward Sale Agreements. Alternatively, if we were to net cash settle the Forward Share Agreements, it would result in a cash outflow of $102.6 million or if were to net share settle the Forward Sale Agreements, it would result in us issuing 4.7 million shares. As of June 30, 2019, we have not settled any portion of the Forward Sale Agreements.

Further, the common shares issuable upon settlement of the Forward Sale Agreements will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of our common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the Forward Sale Agreements over the number of common shares that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price at the end of the reporting period). If and when we physically or net share settle the Forward Sale Agreements, the delivery of our common shares will result in an increase in the number of common shares outstanding and dilution to our earnings per share. We intend to use the net proceeds from the offering and the proceeds upon settlement of the Forward Sales Agreements to fund a portion of the purchase price for the JACK Cincinnati Acquisition, the Century Portfolio Acquisition, the Eldorado Transaction and for general business purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital and the repayment of indebtedness.

At-the-Market Offering Program

On December 19, 2018, we entered into an equity distribution agreement, or ATM Agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $750.0 million of our common stock. Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the three and six months ended June 30, 2019, we sold a total of 6,107,633 shares under the at-the-market offering program for aggregate proceeds of $129.9 million, net of stock issuance fees of $1.8 million, primarily related to sales agents' fees and commissions, and legal and accounting fees. We have no obligation to sell the remaining shares available for sale under the at-the-market offering program.

The following table details the issuance of outstanding shares of common stock, including restricted common stock:



	Six Months Ended June 30,
Common Stock Outstanding	2019	2018
Beginning Balance December 31 ⁽¹⁾	404,729,616	300,278,938
Issuance of common stock in initial public offering	—	69,575,000
Issuance of common stock in primary follow-on offerings ⁽²⁾	50,000,000	—
Issuance of common stock under the at-the-market offering program	6,107,633	—
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures ⁽³⁾	167,297	295,983
Ending Balance June 30	461,004,546	370,149,921

____________________


(1)	The beginning balance as of December 31, 2018 includes 34,500,000 shares issued in our November 2018 primary follow-on offering.


(2)	Excludes the 65,000,000 shares subject to Forward Sale Agreements to be settled by September 26, 2020.


(3)	For the six months ended June 30, 2019, excludes 157,512 share units issued under the performance-based stock incentive program.

Dividends

Dividends declared (on a per share basis) during the six months ended June 30, 2019 and 2018 were as follows:



Six Months Ended June 30, 2019
Declaration Date	Record Date	Payment Date	Period	Dividend
March 14, 2019	March 29, 2019	April 11, 2019	January 1, 2019 - March 31, 2019	$	0.2875
June 13, 2019	June 28, 2019	July 12, 2019	April 1, 2019 - June 30, 2019	$	0.2875



Six Months Ended June 30, 2018
Declaration Date	Record Date	Payment Date	Period	Dividend
March 15, 2018 ⁽¹⁾	March 29, 2018	April 13, 2018	February 5, 2018 - March 31, 2018	$	0.16
June 14, 2018	June 28, 2018	July 13, 2018	April 1, 2018 - June 30, 2018	$	0.2625

____________________

(1)

The dividend was pro-rated for the period commencing upon the closing of our initial public offering and ending on March 31, 2018, based on a quarterly distribution rate of $0.2625 per share.

Earnings Per Share

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the shares to be issued by us upon settlement of the Forward Sale Agreements. The shares issuable upon settlement of the Forward Sale Agreements, as described in Note 11, are reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of our common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the Forward Sale Agreements over the number of common shares that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price at the end of the reporting period). If and when we physically or net share settles the Forward Sale Agreements, the delivery of common shares would result in an increase in the number of shares outstanding and dilution to earnings per share.

The following tables reconcile the weighted-average common shares outstanding used in the calculation of basic earnings per share to the weighted-average common shares outstanding used in the calculation of diluted earnings per share:



	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2019	2018	2019	2018
Determination of shares:
Weighted-average common shares outstanding	412,310	369,933	409,040	356,454
Assumed conversion of restricted stock	321	59	363	37
Assumed settlement of Forward Sale Agreements	190	—	70	—
Diluted weighted-average common shares outstanding	412,821	369,992	409,473	356,491

Basic and Diluted Earnings Per Share

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2019		2018		2018		2018
Basic:
Net income attributable to common stockholders	$	152,049	$	139,044	$	302,898	$	251,166
Weighted-average common shares outstanding	412,310		369,933		409,040		356,454
Basic EPS	$	0.37	$	0.38	$	0.74	$	0.70

Diluted:
Net income attributable to common stockholders	$	152,049	$	139,044	$	302,898	$	251,166
Diluted weighted-average common shares outstanding	412,821		369,992		409,473		356,491
Diluted EPS	$	0.37	$	0.38	$	0.74	$	0.70

Stock-Based Compensation

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At June 30, 2019, 11,901,968 shares of common stock remained available for issuance by us as equity awards under the Plan.

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Stock-based compensation expense	$	1,366	$	467	$	2,417	$	859

The following table details the activity of our time-based restricted stock and performance-based restricted stock units:



	Six Months Ended June 30, 2019				Six Months Ended June 30, 2018
(In thousands, except per share data)	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	398		$	19.60	124		$	15.61
Granted	336		22.03		121		19.79
Vested	(93	)	19.41		(28	)	19.97
Forfeited	(12	)	20.78		—		—
Canceled	—		—		—		—
Outstanding at end of period	629		$	20.90	217		$	17.38

As of June 30, 2019, there was $10.5 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 2.1 years.

Segment Information

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Segment Information

Our real property business and our golf course business represent two reportable segments. The real property business segment consists of leased real property and represents the substantial majority of our business. The golf course business segment consists of four golf courses, with each being operating segments that are aggregated into one reportable segment.

The results of each reportable segment presented below are consistent with the way our management assesses these results and allocates resources, which is a consolidated view that adjusts for the impact of certain transactions between our reportable segments, as described below.

The following tables present certain information with respect to our segments:



	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
(In thousands)	Real Property Business			Golf Course Business			VICI Consolidated			Real Property Business			Golf Course Business			VICI Consolidated
Revenues ⁽¹⁾	$	212,463		$	8,283		$	220,746		$	213,460		$	7,515		$	220,975
Operating income	203,077			2,418			205,495			187,367			2,081			189,448
Interest expense	(54,819		)	—			(54,819		)	(51,440		)	—			(51,440		)
Loss on extinguishment of debt	—			—			—			—			—			—
Income before income taxes	152,186			2,494			154,680			139,726			2,081			141,807
Income tax expense	—			(553		)	(553		)	—			(448		)	(448		)
Net income	152,186			1,941			154,127			139,726			1,633			141,359

Depreciation	2			1,016			1,018			2			920			922

Total assets	$	12,423,049		$	98,997		$	12,522,046		$	10,482,823		$	81,880		$	10,564,703



	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
(In thousands)	Real Property Business			Golf Course Business			VICI Consolidated			Real Property Business			Golf Course Business			VICI Consolidated
Revenues ⁽¹⁾	$	419,126		$	15,622		$	434,748		$	424,948		$	14,303		$	439,251
Operating income	402,623			4,738			407,361			374,303			3,869			378,172
Interest expense	(108,405		)	—			(108,405		)	(104,314		)	—			(104,314		)
Loss on extinguishment of debt	—			—			—			(23,040		)	—			(23,040		)
Income before income taxes	303,276			4,851			308,127			252,426			3,869			256,295
Income tax expense	—			(1,074		)	(1,074		)	—			(832		)	(832		)
Net income	303,276			3,777			307,053			252,426			3,037			255,463

Depreciation	5			1,943			1,948			2			1,826			1,828

Total assets	$	12,423,049		$	98,997		$	12,522,046		$	10,482,823		$	81,880		$	10,564,703

____________________

(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.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated subsequent events and, except for the payment of dividends on July 12, 2019 (as described in Note 11), there were no other events relative to the Financial Statements that require additional disclosure.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

All adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included.

Use of Estimates

date of the Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

Principles of Consolidation and Non-controlling Interest

Cash, Cash Equivalents and Restricted Cash

Short-Term Investments

Fair Value Measurements

Derivative Financial Instruments

We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheets at fair value.

Investments in Direct Financing and Sales-Type Leases, Net

Income from Leases

direct financing and sales-type leases in our Statement of Operations and a portion is recorded as a change to Investments in direct financing and sales-type leases, net.

Impairment

Concentrations of Credit Risk

Reclassifications

Accounting Pronouncements Recently Adopted

•


•	Initial direct costs associated with the execution of lease agreements, such as legal fees and certain transaction costs will no longer be capitalizable and instead are expensed in the period incurred.

•

Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents and Restricted Cash



(In thousands)	June 30, 2019		June 30, 2018
Cash and cash equivalents	$	1,205,335	$	940,740
Restricted cash	28,217		13,808
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows	$	1,233,552	$	954,548

Real Estate Portfolio (Tables)

6 Months Ended

Jun. 30, 2019

Real Estate [Abstract]

Schedule of Direct Financing Lease

The following is a summary of the balances of our real estate portfolio as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019			December 31, 2018
Minimum lease payments receivable under direct financing and sales-type leases ⁽¹⁾	$	29,653,093		$	27,285,943
Estimated residual values of leased property (not guaranteed)	2,344,954			2,135,312
Gross investment in direct financing and sales-type leases	31,998,047			29,421,255
Unamortized initial direct costs	37,321			22,822
Less: Unearned income	(22,138,337		)	(20,528,030		)
Investment in direct financing and sales-type leases, net	9,897,031			8,916,047
Investment in operating leases	1,086,658			1,086,658
Total Investments in leases, net	10,983,689			10,002,705
Land	94,711			95,789
Total Real estate portfolio	$	11,078,400		$	10,098,494

____________________

(1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements.

Schedule of Components of Direct Financing and Operating Leases

The following table details the components of our income from direct financing, sales-type and operating leases:



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2019			2018			2019			2018
Income from direct financing and sales-type leases	$	201,549		$	182,319		$	397,299		$	364,355
Income from operating leases ⁽¹⁾	10,914			12,209			21,827			24,418
Total lease revenue	212,463			194,528			419,126			388,773
Less: Direct financing and sales-type lease adjustment ⁽²⁾	(2,277		)	(13,197		)	(4,789		)	(26,110		)
Total contractual lease revenue	$	210,186		$	181,331		$	414,337		$	362,663

____________________

Schedule of Future Minimum Lease Payments for Operating and Capital Leases

At June 30, 2019, minimum lease payments owed to us for each of the five succeeding years under direct financing, sales-type and operating leases are as follows:



(In thousands)	Minimum Lease Payments ⁽¹⁾
2019 (remaining)	$	438,020
2020	886,038
2021	898,043
2022	910,678
2023	924,797
2024	936,759
Thereafter	26,113,864
Total	$	31,108,199

____________________

(1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements.

Schedule of Lease Agreements



($ In thousands)
Lease Provision ⁽¹⁾	Non-CPLV Lease Agreement and Joliet Lease Agreement	CPLV Lease Agreement	HLV Lease Agreement
Initial Term	15 years	15 years	15 years
Renewal Terms	Four, five-year terms	Four, five-year terms	Four, five-year terms
Initial Base Rent ⁽²⁾	$493,925	$200,000	$87,400
Current Base Rent ⁽³⁾	$501,019	$204,358	$88,274
Escalator commencement	Lease year two	Lease year two	Lease year two
Escalator ⁽⁴⁾	Lease years 2-5 - 1.5% Lease Years 6-15 - Consumer price index subject to 2% floor	Consumer price index subject to 2% floor	Lease years 2-5 - 1% Lease Years 6-15 - Consumer price index subject to 2% floor
EBITDAR to Rent Ratio floor ⁽⁵⁾	1.2x commencing lease year 8	1.7x commencing lease year 8	1.6x commencing lease year 6
Variable Rent commencement/reset	Lease years 8 and 11	Lease years 8 and 11	Lease years 8 and 11
Variable Rent split ⁽⁶⁾	Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent	80% Base rent and 20% Variable rent	80% Base rent and 20% Variable rent
Variable Rent percentage ⁽⁶⁾	4%	4%	4%

____________________

(1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements.

(6) Variable Rent is not subject to the Escalator and is calculated as an increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage.

The following is a summary of the material lease provisions of our Penn National Lease Agreements:



($ In thousands)
Lease Provision	Margaritaville Lease Agreement	Greektown Lease Agreement
Initial term	15 years	15 years
Renewal terms	Four, five-year terms	Four, five-year terms
Building base rent	$17,200	$42,800
Escalation commencement	Lease year two	Lease year two
Escalation	2% of Building base rent, subject to the EBITDAR to rent ratio floor	2% of Building base rent, subject to the EBITDAR to rent ratio floor
EBITDAR to rent ratio floor ⁽¹⁾	1.9x commencing lease year two	1.85x commencing lease year two
Land base rent ⁽²⁾	$3,000	$6,400
Percentage rent ⁽³⁾	$3,000 (fixed for lease year one and two)	$6,400 (fixed for lease year one and two)
Percentage rent reset	Lease year three and each and every other lease year thereafter	Lease year three and each and every other lease year thereafter
Percentage rent multiplier	The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition)	The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition)
Total current rent ⁽⁴⁾	$23,200	$55,600

____________________

(2) Land base rent is not subject to escalation.

(3) Percentage rent is subject to the percentage rent multiplier.

Schedule Of Capital Expenditure Requirements Under Lease Agreements

The following table summarizes the capital expenditure requirements of our tenants under the Lease Agreements:



Provision	Non-CPLV Lease Agreement and Joliet Lease Agreement	CPLV Lease Agreement	HLV Lease Agreement	Penn National Lease Agreements
Yearly minimum expenditure	1% of net revenues ⁽¹⁾	1% of net revenues ⁽¹⁾	1% of net revenues commencing in 2022	1% of net revenues based on four-year average
Rolling three-year minimum ⁽²⁾	$255 million	$84 million	N/A	N/A
Initial minimum capital expenditure	N/A	N/A	$171 million (2017 - 2021)	N/A

____________________

Other Assets and Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2019

Other Liabilities [Abstract]

Schedule of Other Assets

The following table details the components of our other assets as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019		December 31, 2018
Property and equipment used in operations, net	$	71,046	$	71,513
Debt issuance costs	16,392		6,190
Right of use asset	11,074		—
Deferred acquisition costs	7,217		7,062
Other	4,227		1,253
Prepaid expenses	1,403		3,060
Interest receivable	1,149		886
Tenant receivable for property taxes	—		25,586
Total other assets	$	112,508	$	115,550

Schedule Of Property and Equipment Used in Operations, Net



(In thousands)	June 30, 2019			December 31, 2018
Land and land improvements	$	58,823		$	58,573
Buildings and improvements	14,572			14,572
Furniture and equipment	4,036			2,805
Total property and equipment used in operations	77,431			75,950
Less: accumulated depreciation	(6,385		)	(4,437		)
Total property and equipment used in operations, net	$	71,046		$	71,513



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Depreciation expense	$	1,018	$	922	$	1,948	$	1,828

Schedule Of Other Liabilities

The following table details the components of our other liabilities as of June 30, 2019 and December 31, 2018:



(In thousands)	June 30, 2019		December 31, 2018
Derivative liability	$	70,003	$	22,124
Other accrued expenses	17,305		30,951
Lease liability	11,074		—
Accrued payroll and other compensation	3,320		4,934
Deferred income taxes	3,011		3,340
Accounts payable	451		1,057
Total other liabilities	$	105,164	$	62,406

Debt (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Debt

The following tables detail our debt obligations as of June 30, 2019 and December 31, 2018:



($ in thousands)	June 30, 2019
Description of Debt	Final Maturity	Interest Rate	Face Value		Carrying Value⁽¹⁾
VICI PropCo Senior Secured Credit Facilities
Revolving Credit Facility ⁽²⁾	2024	L + 2.00%	$	—	$	—
Term Loan B Facility ⁽³⁾	2024	L + 2.00%	2,100,000		2,075,968
Second Lien Notes ⁽⁴⁾	2023	8.00%	498,480		498,480
CPLV Debt
CPLV CMBS Debt ⁽⁵⁾	2022	4.36%	1,550,000		1,550,000
Total Debt			$	4,148,480	$	4,124,448



($ in thousands)	December 31, 2018
Description of Debt	Final Maturity	Interest Rate	Face Value		Carrying Value⁽¹⁾
VICI PropCo Senior Secured Credit Facilities
Revolving Credit Facility ⁽²⁾	2022	L + 2.00%	$	—	$	—
Term Loan B Facility ⁽³⁾	2024	L + 2.00%	2,100,000		2,073,784
Second Lien Notes ⁽⁴⁾	2023	8.00%	498,480		498,480
CPLV Debt
CPLV CMBS Debt ⁽⁵⁾	2022	4.36%	1,550,000		1,550,000
Total Debt			$	4,148,480	$	4,122,264

____________________


(1)	Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.

(2)

(3)


(4)	Interest is payable semi-annually.

(5)

Interest is payable monthly.

Contractual Obligation, Fiscal Year Maturity Schedule

The following table is a schedule of future minimum payments of our debt obligations as of June 30, 2019:



(In thousands)	Future Minimum Payments
2019 (remaining)	$	—
2020	—
2021	—
2022	1,560,000
2023	520,480
2024	2,068,000
Total minimum repayments	$	4,148,480

Derivatives (Tables)

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivatives

The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of June 30, 2019 and December 31, 2018:

($ in thousands)

June 30, 2019

Instrument

Number of Instruments

Fixed Rate

Notional

Index

Maturity

Interest Rate Swaps

2.8297%

1,500,000

USD LIBOR

April 22, 2023

Interest Rate Swaps

2.3802%

500,000

USD LIBOR

January 22, 2021

($ in thousands)

December 31, 2018

Instrument

Number of Instruments

Fixed Rate

Notional

Index

Maturity

Interest Rate Swaps

2.8297%

1,500,000

USD LIBOR

April 22, 2023

The following table presents the effect of our derivative financial instruments on our Statement of Operations:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Unrealized loss recorded in other comprehensive income	$	30,688	$	4,640	$	47,879	$	4,640
Interest recorded in interest expense	$	1,280	$	1,413	$	2,430	$	1,413

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5580258-113959

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41620-113959

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41638-113959

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41678-113959

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41641-113959

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5579240-113959

+ Details

Fair Value (Tables)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation

The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018:



	June 30, 2019
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments ⁽¹⁾	$	97,586	$	—	$	97,586	$	—
Financial liabilities:
Derivative instruments - interest rate swaps ⁽²⁾	$	70,003	$	—	$	70,003	$	—



	December 31, 2018
(In thousands)			Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Short-term investments ⁽¹⁾	$	520,877	$	—	$	520,877	$	—
Financial liabilities:
Derivative instruments - interest rate swaps ⁽²⁾	$	22,124	$	—	$	22,124	$	—

___________________

(1) The carrying value of these investment is equal to their fair value due to the short-term nature of the investments as well as their credit quality.

Schedule Of Estimated Fair Value

The estimated fair values of our financial instruments as of June 30, 2019 and December 31, 2018 for which fair value is only disclosed are as follows:



	June 30, 2019				December 31, 2018
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	1,205,335	$	1,205,335	$	577,883	$	577,883
Restricted cash	28,217		28,217		20,564		20,564
Financial liabilities:
Debt ⁽¹⁾
Revolving Credit Facility	$	—	$	—	$	—	$	—
Term Loan B Facility	2,075,968		2,079,000		2,073,784		2,016,000
Second Lien Notes	498,480		548,328		498,480		535,866
CPLV CMBS Debt	1,550,000		1,598,905		1,550,000		1,539,040

____________________

(1)

Commitments and Contingent Liabilities (Tables)

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Rent Expense

Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Rent expense	$	414	$	326	$	779	$	593

Schedule of Future Minimum Rental Payments for Operating Leases

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at June 30, 2019 are as follows:



(In thousands)	Lease Commitments
2019 (remaining)	$	635
2020	1,042
2021	933
2022	951
2023	970
2024	990
Thereafter	15,905
Total minimum lease commitments	$	21,426
Discounting factor	10,352
Lease liability	$	11,074

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Schedule Of Common Stock Shares Outstanding

The following table details the issuance of outstanding shares of common stock, including restricted common stock:



	Six Months Ended June 30,
Common Stock Outstanding	2019	2018
Beginning Balance December 31 ⁽¹⁾	404,729,616	300,278,938
Issuance of common stock in initial public offering	—	69,575,000
Issuance of common stock in primary follow-on offerings ⁽²⁾	50,000,000	—
Issuance of common stock under the at-the-market offering program	6,107,633	—
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures ⁽³⁾	167,297	295,983
Ending Balance June 30	461,004,546	370,149,921

____________________


(1)	The beginning balance as of December 31, 2018 includes 34,500,000 shares issued in our November 2018 primary follow-on offering.


(2)	Excludes the 65,000,000 shares subject to Forward Sale Agreements to be settled by September 26, 2020.

(3)

For the six months ended June 30, 2019, excludes 157,512 share units issued under the performance-based stock incentive program.

Schedule of Dividends Declared

Dividends declared (on a per share basis) during the six months ended June 30, 2019 and 2018 were as follows:



Six Months Ended June 30, 2019
Declaration Date	Record Date	Payment Date	Period	Dividend
March 14, 2019	March 29, 2019	April 11, 2019	January 1, 2019 - March 31, 2019	$	0.2875
June 13, 2019	June 28, 2019	July 12, 2019	April 1, 2019 - June 30, 2019	$	0.2875



Six Months Ended June 30, 2018
Declaration Date	Record Date	Payment Date	Period	Dividend
March 15, 2018 ⁽¹⁾	March 29, 2018	April 13, 2018	February 5, 2018 - March 31, 2018	$	0.16
June 14, 2018	June 28, 2018	July 13, 2018	April 1, 2018 - June 30, 2018	$	0.2625

____________________

(1)

The dividend was pro-rated for the period commencing upon the closing of our initial public offering and ending on March 31, 2018, based on a quarterly distribution rate of $0.2625 per share.

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Schedule of Weighted Average Earnings Per Share



	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2019	2018	2019	2018
Determination of shares:
Weighted-average common shares outstanding	412,310	369,933	409,040	356,454
Assumed conversion of restricted stock	321	59	363	37
Assumed settlement of Forward Sale Agreements	190	—	70	—
Diluted weighted-average common shares outstanding	412,821	369,992	409,473	356,491

Basic and Diluted Earnings Per Share

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2019		2018		2018		2018
Basic:
Net income attributable to common stockholders	$	152,049	$	139,044	$	302,898	$	251,166
Weighted-average common shares outstanding	412,310		369,933		409,040		356,454
Basic EPS	$	0.37	$	0.38	$	0.74	$	0.70

Diluted:
Net income attributable to common stockholders	$	152,049	$	139,044	$	302,898	$	251,166
Diluted weighted-average common shares outstanding	412,821		369,992		409,473		356,491
Diluted EPS	$	0.37	$	0.38	$	0.74	$	0.70

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Abstract]

Schedule of Allocated Share-based Compensation Expense

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Stock-based compensation expense	$	1,366	$	467	$	2,417	$	859

Stock-Based Compensation Expense

Stock-Based Compensation

The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Stock-based compensation expense	$	1,366	$	467	$	2,417	$	859

The following table details the activity of our time-based restricted stock and performance-based restricted stock units:



	Six Months Ended June 30, 2019				Six Months Ended June 30, 2018
(In thousands, except per share data)	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	398		$	19.60	124		$	15.61
Granted	336		22.03		121		19.79
Vested	(93	)	19.41		(28	)	19.97
Forfeited	(12	)	20.78		—		—
Canceled	—		—		—		—
Outstanding at end of period	629		$	20.90	217		$	17.38

Schedule of Share-based Compensation Arrangements by Share-based Payment Award

The following table details the activity of our time-based restricted stock and performance-based restricted stock units:



	Six Months Ended June 30, 2019				Six Months Ended June 30, 2018
(In thousands, except per share data)	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	398		$	19.60	124		$	15.61
Granted	336		22.03		121		19.79
Vested	(93	)	19.41		(28	)	19.97
Forfeited	(12	)	20.78		—		—
Canceled	—		—		—		—
Outstanding at end of period	629		$	20.90	217		$	17.38

Segment Information (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables present certain information with respect to our segments:



	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
(In thousands)	Real Property Business			Golf Course Business			VICI Consolidated			Real Property Business			Golf Course Business			VICI Consolidated
Revenues ⁽¹⁾	$	212,463		$	8,283		$	220,746		$	213,460		$	7,515		$	220,975
Operating income	203,077			2,418			205,495			187,367			2,081			189,448
Interest expense	(54,819		)	—			(54,819		)	(51,440		)	—			(51,440		)
Loss on extinguishment of debt	—			—			—			—			—			—
Income before income taxes	152,186			2,494			154,680			139,726			2,081			141,807
Income tax expense	—			(553		)	(553		)	—			(448		)	(448		)
Net income	152,186			1,941			154,127			139,726			1,633			141,359

Depreciation	2			1,016			1,018			2			920			922

Total assets	$	12,423,049		$	98,997		$	12,522,046		$	10,482,823		$	81,880		$	10,564,703



	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
(In thousands)	Real Property Business			Golf Course Business			VICI Consolidated			Real Property Business			Golf Course Business			VICI Consolidated
Revenues ⁽¹⁾	$	419,126		$	15,622		$	434,748		$	424,948		$	14,303		$	439,251
Operating income	402,623			4,738			407,361			374,303			3,869			378,172
Interest expense	(108,405		)	—			(108,405		)	(104,314		)	—			(104,314		)
Loss on extinguishment of debt	—			—			—			(23,040		)	—			(23,040		)
Income before income taxes	303,276			4,851			308,127			252,426			3,869			256,295
Income tax expense	—			(1,074		)	(1,074		)	—			(832		)	(832		)
Net income	303,276			3,777			307,053			252,426			3,037			255,463

Depreciation	5			1,943			1,948			2			1,826			1,828

Total assets	$	12,423,049		$	98,997		$	12,522,046		$	10,482,823		$	81,880		$	10,564,703

____________________

(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.

Business and Organization (Details) - Jun. 30, 2019	property	golf_course
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of real estate properties	23	4

Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash and cash equivalents	$ 1,205,335	$ 577,883	$ 940,740
Restricted cash	28,217	20,564	13,808
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows	$ 1,233,552	$ 598,447	$ 954,548	$ 197,406

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Short-term investments	$ 97,586	$ 520,877
Property and equipment used in operations, net	$ 71,046	$ 71,513
Property, Las Vegas Strip \| Geographic Concentration Risk \| Sales Revenue, Net
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	34.00%
Harrah’s Joliet LandCo LLC
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership percentage by noncontrolling owners	20.00%

Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset	$ 11,074		$ 0
Lease liability	11,074		$ 0
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset		$ 11,100
Lease liability	$ 11,100	$ 11,100

Property Transactions (Details)								1 Months Ended	6 Months Ended
Property Transactions (Details)	Jun. 24, 2019 USD ($) gambling_facility	Jun. 17, 2019 USD ($) option	May 23, 2019 USD ($) option	Apr. 05, 2019 USD ($) option	Jan. 02, 2019 USD ($) option	Dec. 26, 2018 USD ($)	Jul. 11, 2018 USD ($) option	Dec. 31, 2017 USD ($)	Jun. 30, 2019 USD ($) option	May 10, 2019	Dec. 31, 2018 a	Nov. 13, 2018
Business Acquisition [Line Items]
Purchase price multiple	13.0
Denominator amount of property's trailing four quarters EBITDA at time of acquisition	1.3
Initial annual rent coverage	1.3
Initial annual rent to be acquired	12.5
Lessee, Initial term										10 years
Percentage of aggregate EBITDAR of all facilities under lease agreement (up to)	5.00%
Reverse termination fee	$ 75,000,000.0
Renewal term									10 years	5 years
Accounted for using the operating method								$ 73,600,000
Deposit liability								73,600,000
Ownership percentage (at least)									50.00%
Initial property of lease rent									1.67
MTA Property Acquisitions
Business Acquisition [Line Items]
Purchase price	1,809,500,000
Total annual rent payable to call option properties	$ 154,000,000.0
Lessor, Initial term	15 years
Century Portfolio
Business Acquisition [Line Items]
Purchase price		$ 277,800,000
Century Casinos
Business Acquisition [Line Items]
Purchase price		107,200,000
Payments for rent		$ 25,000,000.0
Lessee, Initial term		15 years
Number of renewal options \| option		4
Renewal term		5 years
JACK Cincinnati Casino
Business Acquisition [Line Items]
Purchase price				$ 558,300,000
Hard Rock
Business Acquisition [Line Items]
Purchase price				186,500,000
Payments for rent				$ 42,750,000
Lessee, Initial term				15 years
Number of renewal options \| option				4
Renewal term				5 years
Margaritaville
Business Acquisition [Line Items]
Purchase price					$ 261,100,000
Penn National
Business Acquisition [Line Items]
Purchase price					114,900,000
Payments for rent					$ 23,200,000
Lessee, Initial term					15 years
Number of renewal options \| option					4
Renewal term					5 years
Harrah’s Philadelphia
Business Acquisition [Line Items]
Purchase price						$ 82,500,000
Cash consideration						241,500,000
Amount reduced to reflect aggregate net present value						159,000,000.0
Octavius Tower
Business Acquisition [Line Items]
Payments for rent							$ 35,000,000.0
Number of renewal options \| option							4
Renewal term							5 years
Cash consideration							$ 507,500,000
Eastside Convention Center, LLC
Business Acquisition [Line Items]
Purchase price								$ 73,600,000
Acres of parcel \| a											18.4
Penn National
Business Acquisition [Line Items]
Period of exercise of call rights									5 years
Penn National \| Greektown Acquisition
Business Acquisition [Line Items]
Payments for rent			$ 55,600,000
Lessee, Initial term			15 years
Number of renewal options \| option			4
Renewal term			5 years									5 years
JACK Entertainment LLC \| Greektown Acquisition
Business Acquisition [Line Items]
Cash consideration			$ 700,000,000.0
Penn National \| Greektown Acquisition
Business Acquisition [Line Items]
Cash consideration			$ 300,000,000.0
Non-CPLV Lease Agreement
Business Acquisition [Line Items]
Payments for rent						$ 21,000,000.0
Non-CPLV Lease Agreement \| Harrah’s Philadelphia
Business Acquisition [Line Items]
Payments for rent									$ 21,000,000.0
HLV Lease Agreement
Business Acquisition [Line Items]
Purchase price	$ 213,800,000
Payments for rent	$ 15,000,000.0
CPLV, Joliet And Non-CPLV Lease Agreement
Business Acquisition [Line Items]
Lessee, Initial term	15 years
CPLV Lease Agreement
Business Acquisition [Line Items]
Purchase price	$ 1,189,900,000
Total annual rent payable to call option properties	83,500,000
Payments for rent									$ 200,000,000
Fee obligated to be paid	$ 45,000,000.0
Number of renewal options \| option									4
CPLV Lease Agreement \| Octavius Tower
Business Acquisition [Line Items]
Payments for rent									$ 35,000,000.0
Indiana
Business Acquisition [Line Items]
Number of facilities owned \| gambling_facility	2
CPLV CMBS Debt
Business Acquisition [Line Items]
Percentage of out-of-pocket costs to be reimbursed	50.00%
First Lien Secured Bridge Facility \| Eldorado Senior Bridge Facility
Business Acquisition [Line Items]
Maximum borrowing capacity (up to)	$ 3,300,000,000
Second Lien Secured Bridge Facility \| Eldorado Senior Bridge Facility
Business Acquisition [Line Items]
Maximum borrowing capacity (up to)	$ 1,500,000,000

Real Estate Portfolio - Narrative (Details)	6 Months Ended
Real Estate Portfolio - Narrative (Details)	Jun. 30, 2019 casino arrangement
Real Estate [Abstract]
Number of casinos \| casino	23
Number of lease arrangements \| arrangement	6
Weighted average remaining lease term	33 years 4 months 24 days

Real Estate Portfolio - Schedule Of Direct Financing Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Real Estate [Abstract]
Minimum lease payments receivable under direct financing and sales-type leases	$ 29,653,093	$ 27,285,943
Estimated residual values of leased property (not guaranteed)	2,344,954	2,135,312
Gross investment in direct financing and sales-type leases	31,998,047	29,421,255
Unamortized initial direct costs	37,321	22,822
Less: Unearned income	(22,138,337)	(20,528,030)
Investment in direct financing and sales-type leases, net	9,897,031	8,916,047
Investment in operating leases	1,086,658	1,086,658
Total Investments in leases, net	10,983,689	10,002,705
Land	94,711	95,789
Total Real estate portfolio	$ 11,078,400	$ 10,098,494

Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Real Estate [Abstract]
Income from direct financing and sales-type leases	$ 201,549	$ 182,319	$ 397,299	$ 364,355
Income from operating leases	10,914	12,209	21,827	24,418
Total lease revenue	212,463	194,528	419,126	388,773
Less: Direct financing and sales-type lease adjustment	(2,277)	(13,197)	(4,789)	(26,110)
Total contractual lease revenue	$ 210,186	$ 181,331	$ 414,337	$ 362,663

Real Estate Portfolio - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Real Estate [Abstract]
2019 (remaining)	$ 438,020
2020	886,038
2021	898,043
2022	910,678
2023	924,797
2024	936,759
Thereafter	26,113,864
Total	$ 31,108,199

Real Estate Portfolio - Schedule of Lease Agreement (Details) $ in Thousands					6 Months Ended
	May 23, 2019 USD ($)	Jan. 02, 2019 USD ($)	Dec. 26, 2018 USD ($)	Jul. 11, 2018 USD ($) option	Jun. 30, 2019 USD ($) option
Octavius Tower
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent				$ 35,000
Number of renewal options \| option				4
Non-CPLV Lease Agreement and Joliet Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Initial Term					15 years
Payments for rent					$ 493,925
Current Base Rent					$ 501,019
Escalator commencement					Lease year two
Number of renewal options \| option					4
Renewal term					5 years
Percentage of EBITDAR to rent ratio floor					120.00%
EBITDAR to Rent Ratio floor					1.2x commencing lease year 8
Variable Rent commencement/reset					Lease years 8 and 11
Variable rent percentage					4.00%
Non-CPLV Lease Agreement and Joliet Lease Agreement \| Lease Years 2-5
Property Subject to or Available for Operating Lease [Line Items]
Consumer price index					1.50%
Non-CPLV Lease Agreement and Joliet Lease Agreement \| Lease Years 6-15
Property Subject to or Available for Operating Lease [Line Items]
Consumer price index					2.00%
Non-CPLV Lease Agreement and Joliet Lease Agreement \| Lease Years 8-10 \| Base Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					70.00%
Non-CPLV Lease Agreement and Joliet Lease Agreement \| Lease Years 8-10 \| Variable Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					30.00%
Non-CPLV Lease Agreement and Joliet Lease Agreement \| Lease Years 11-15 \| Base Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					80.00%
Non-CPLV Lease Agreement and Joliet Lease Agreement \| Lease Years 11-15 \| Variable Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					20.00%
Non-CPLV Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent			$ 21,000
Non-CPLV Lease Agreement \| Harrah’s Philadelphia
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent					$ 21,000
CPLV Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Initial Term					15 years
Payments for rent					$ 200,000
Current Base Rent					$ 204,358
Escalator commencement					Lease year two
Number of renewal options \| option					4
Renewal term					5 years
Consumer price index					2.00%
Percentage of EBITDAR to rent ratio floor					170.00%
EBITDAR to Rent Ratio floor					1.7x commencing lease year 8
Variable Rent commencement/reset					Lease years 8 and 11
Variable rent percentage					4.00%
CPLV Lease Agreement \| Octavius Tower
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent					$ 35,000
CPLV Lease Agreement \| Base Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					80.00%
CPLV Lease Agreement \| Variable Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					20.00%
HLV Lease
Property Subject to or Available for Operating Lease [Line Items]
Initial Term					15 years
Payments for rent					$ 87,400
Current Base Rent					$ 88,274
Escalator commencement					Lease year two
Number of renewal options \| option					4
Renewal term					5 years
Percentage of EBITDAR to rent ratio floor					160.00%
EBITDAR to Rent Ratio floor					1.6x commencing lease year 6
Variable Rent commencement/reset					Lease years 8 and 11
Variable rent percentage					4.00%
HLV Lease \| Base Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					80.00%
HLV Lease \| Variable Rent
Property Subject to or Available for Operating Lease [Line Items]
Percentage of rent split					20.00%
HLV Lease \| Lease Years 2-5
Property Subject to or Available for Operating Lease [Line Items]
Consumer price index					1.00%
HLV Lease \| Lease Years 6-15
Property Subject to or Available for Operating Lease [Line Items]
Consumer price index					2.00%
Penn National \| Margaritaville Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Initial Term		15 years
Current Base Rent		$ 23,200
Escalator commencement		Lease year two
EBITDAR to Rent Ratio floor					1.9x commencing lease year two
Percentage rent		$ 3,000
Escalator commencement term in year three					Lease year three
Escalator commencement term in every other lease year thereafter					Thereafter
Percentage of rent multiplier					4.00%
Period of revenue of rent multiplier					2 years
Percentage of rent revenue prior to acquisition					50.00%
Penn National \| Greektown Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Initial Term	15 years
Current Base Rent	$ 55,600
Escalator commencement	Lease year two
EBITDAR to Rent Ratio floor					1.85x commencing lease year two
Percentage rent	$ 6,400
Building \| Penn National \| Margaritaville Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent		17,200
Building \| Penn National \| Greektown Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent	42,800
Land \| Penn National \| Margaritaville Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent		$ 3,000
Land \| Penn National \| Greektown Lease Agreement
Property Subject to or Available for Operating Lease [Line Items]
Payments for rent	$ 6,400

Real Estate Portfolio - Schedule of Capital Expenditure Requirements (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($)
Non-CPLV Lease Agreement and Joliet Lease Agreement
Real Estate [Line Items]
Yearly minimum expenditure, percentage of net revenues	1.00%
Rolling three-year minimum	$ 255
CPLV Lease Agreement
Real Estate [Line Items]
Yearly minimum expenditure, percentage of net revenues	1.00%
Rolling three-year minimum	$ 84
HLV Lease Agreement
Real Estate [Line Items]
Yearly minimum expenditure, percentage of net revenues	1.00%
Initial minimum capital expenditure	$ 171
Penn National Lease Agreements
Real Estate [Line Items]
Yearly minimum expenditure, percentage of net revenues	1.00%
Average period of yearly minimum expenditure	4 years
CPLV, Joliet And Non-CPLV Lease Agreement
Real Estate [Line Items]
Capital expenditures	$ 100
Percentage of prior year net revenues	1.00%
CEOC
Real Estate [Line Items]
Rolling three-year minimum	$ 350
Payments due in rolling year three	3 years
Minimum amount to be expended across certain affiliates and other assets	$ 495
CEOC \| CPLV Lease Agreement
Real Estate [Line Items]
Rolling three-year minimum	84
CEOC \| CPLV, Joliet And Non-CPLV Lease Agreement
Real Estate [Line Items]
Additional capital expenditure requirement	11
CEOC \| Non-CPLV Lease Agreement
Real Estate [Line Items]
Rolling three-year minimum	$ 255

Other Assets and Other Liabilities - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Property and equipment used in operations, net	$ 71,046	$ 71,513
Debt issuance costs	16,392	6,190
Right of use asset	11,074	0
Deferred acquisition costs	7,217	7,062
Other	4,227	1,253
Prepaid expenses	1,403	3,060
Interest receivable	1,149	886
Tenant receivable for property taxes	0	25,586
Total other assets	$ 112,508	$ 115,550

Other Assets and Other Liabilities - Schedule of Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total property and equipment used in operations	$ 77,431		$ 77,431		$ 75,950
Less: accumulated depreciation	(6,385)		(6,385)		(4,437)
Total property and equipment used in operations, net	71,046		71,046		71,513
Depreciation	1,018	$ 922	1,948	$ 1,828
Land and land improvements
Property, Plant and Equipment [Line Items]
Total property and equipment used in operations	58,823		58,823		58,573
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total property and equipment used in operations	14,572		14,572		14,572
Furniture and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment used in operations	$ 4,036		$ 4,036		$ 2,805

Other Assets and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Other Liabilities [Abstract]
Derivative liability	$ 70,003	$ 22,124
Other accrued expenses	17,305	30,951
Lease liability	11,074	0
Accrued payroll and other compensation	3,320	4,934
Deferred income taxes	3,011	3,340
Accounts payable	451	1,057
Total other liabilities	$ 105,164	$ 62,406

Debt - Schedule Of Outstanding Indebtedness (Details)			1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
Debt - Schedule Of Outstanding Indebtedness (Details)	May 15, 2019 USD ($)	Feb. 05, 2018	Dec. 31, 2017	Jun. 30, 2019 USD ($) instrument	Jun. 30, 2019 USD ($) instrument	Dec. 31, 2018 USD ($) instrument	Jan. 03, 2019 USD ($) instrument	Apr. 24, 2018 USD ($) instrument	Feb. 28, 2018 USD ($)
Debt Instrument [Line Items]
Face Value				$ 4,148,480,000	$ 4,148,480,000	$ 4,148,480,000
Carrying Value				4,124,448,000	4,124,448,000	4,122,264,000
Senior Notes \| Term B Loan Facility
Debt Instrument [Line Items]
Face Value				2,100,000,000	2,100,000,000	2,100,000,000
Carrying Value				2,075,968,000	$ 2,075,968,000	$ 2,073,784,000
Senior Notes \| Term B Loan Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate					2.00%	2.00%
Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Face Value				498,480,000	$ 498,480,000	$ 498,480,000
Carrying Value				$ 498,480,000	$ 498,480,000	$ 498,480,000
Interest rate, stated percentage				8.00%	8.00%	8.00%
CPLV CMBS Debt \| CPLV CMBS Debt
Debt Instrument [Line Items]
Face Value				$ 1,550,000,000	$ 1,550,000,000	$ 1,550,000,000
Carrying Value				$ 1,550,000,000	$ 1,550,000,000	$ 1,550,000,000
Interest rate, stated percentage				4.36%	4.36%	4.36%
Interest Rate Swaps
Debt Instrument [Line Items]
Number of instruments \| instrument							2	4
Notional amount						$ 1,500,000,000	$ 500,000,000.0	$ 1,500,000,000
Interest Rate Swaps \| LIBOR
Debt Instrument [Line Items]
Number of instruments \| instrument				6	6	4
Notional amount				$ 2,000,000,000.0	$ 2,000,000,000.0
Fixed interest rate				2.7173%	2.7173%	2.8297%
Interest Rate Swaps \| Senior Notes \| Term B Loan Facility
Debt Instrument [Line Items]
Carrying Value				$ 100,000,000.0	$ 100,000,000.0
Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Carrying Value									$ 300,000,000.0
Revolving Credit Facility \| Term B Loan Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%	2.25%
Commitment fee percentage			0.50%
Revolving Credit Facility \| CPLV CMBS Debt
Debt Instrument [Line Items]
Interest rate, stated percentage				4.36%	4.36%
Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 600,000,000			$ 1,000,000,000.0	$ 1,000,000,000.0
Face Value				0	0	$ 0
Carrying Value				$ 0	$ 0	$ 0
Commitment fee percentage				0.50%	0.50%
Revolving Credit Facility \| Senior Notes \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate					2.00%	2.00%
Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate, stated percentage	0.375%
Minimum \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Minimum \| Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%
Minimum \| Revolving Credit Facility \| Term B Loan Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Minimum \| Revolving Credit Facility \| Term B Loan Facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%
Minimum \| Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Commitment fee percentage	0.375%
Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate, stated percentage	0.50%
Maximum \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Maximum \| Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Maximum \| Revolving Credit Facility \| Term B Loan Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Maximum \| Revolving Credit Facility \| Term B Loan Facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Maximum \| Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Commitment fee percentage	0.50%

Debt - Schedule of Future Minimum Repayment (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
2019 (remaining)	$ 0
2020	0
2021	0
2022	1,560,000
2023	520,480
2024	2,068,000
Total minimum repayments	$ 4,148,480	$ 4,148,480

Debt - Narrative (Details) - USD ($)						1 Months Ended		3 Months Ended			6 Months Ended		12 Months Ended
Debt - Narrative (Details) - USD ($)	Jun. 28, 2019	Jun. 24, 2019	May 15, 2019	Nov. 19, 2018	Feb. 05, 2018	Feb. 28, 2018	Dec. 31, 2017	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Debt Instrument [Line Items]
Total net debt to adjusted asset ratio (not more than)			0.65
Permitted acquisitions consummated (not more than)			0.70
EBITDA to interest charges (not less than)			2.00
Restricted net assets								$ 6,400,000,000			$ 6,400,000,000
Proceeds from offering of common stock, net	$ 1,000,000,000.0			$ 694,200,000	$ 1,300,000,000						1,165,008,000	$ 1,307,119,000
Debt, net								4,124,448,000			4,124,448,000		$ 4,122,264,000
Loss on extinguishment of debt								0	$ 0		0	23,040,000
Interest recorded in interest expense								54,819,000	$ 51,440,000		108,405,000	$ 104,314,000
Term B Loan Facility
Debt Instrument [Line Items]
Debt instrument, face amount							$ 2,200,000,000
Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Interest recorded in interest expense								$ 200,000			$ 200,000
Senior Notes
Debt Instrument [Line Items]
Percentage of funds from operations (not more than)								95.00%			95.00%
Percentage of adjusted total assets								0.60%			0.60%
Amount of adjusted total assets								$ 30,000,000			$ 30,000,000
Percentage of cash dividends								100.00%			100.00%
Amount of cash dividends								$ 30,000,000			$ 30,000,000
Senior Notes \| Term B Loan Facility
Debt Instrument [Line Items]
Debt, net								$ 2,075,968,000			$ 2,075,968,000		$ 2,073,784,000
Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Interest rate, stated percentage								8.00%			8.00%		8.00%
Debt, net								$ 498,480,000			$ 498,480,000		$ 498,480,000
Senior Notes \| Second Lien Notes Maturing 2023
Debt Instrument [Line Items]
Percentage of principal amount redeemed (up to)											35.00%
Amount redeemed						$ 268,400,000
Loss on extinguishment of debt										$ 23,000,000.0
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount			$ 1,200,000,000				$ 400,000,000.0
Total net debt to adjusted asset ratio (not more than)			0.75
Percentage of utilization of credit facility			30.00%
Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Proceeds from offering of common stock, net						1,300,000,000
Debt, net						300,000,000.0
Repayments of debt						$ 100,000,000.0
Percentage of amortization of principal amount per annum						1.00%
Revolving Credit Facility \| CPLV CMBS Debt
Debt Instrument [Line Items]
Interest rate, stated percentage								4.36%			4.36%
Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 600,000,000					$ 1,000,000,000.0			$ 1,000,000,000.0
Debt, net								$ 0			$ 0		$ 0
Commitment fee percentage								0.50%			0.50%
First Lien Secured Bridge Facility \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 3,300,000,000
Second Lien Secured Bridge Facility \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,500,000,000
Treasury Rate \| Senior Notes \| Second Lien Notes Maturing 2023
Debt Instrument [Line Items]
Basis spread on variable rate											0.50%
LIBOR \| Senior Notes \| Term B Loan Facility
Debt Instrument [Line Items]
Basis spread on variable rate											2.00%		2.00%
LIBOR \| Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Basis spread on variable rate					2.00%		2.25%
Commitment fee percentage							0.50%
LIBOR \| Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Basis spread on variable rate											2.00%		2.00%
Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate, stated percentage			0.375%
Minimum \| Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Commitment fee percentage			0.375%
Minimum \| LIBOR \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
Minimum \| LIBOR \| Eldorado Junior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		3.00%
Minimum \| LIBOR \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate			1.75%
Minimum \| LIBOR \| Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Basis spread on variable rate			1.75%
Minimum \| Base Rate \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Minimum \| Base Rate \| Eldorado Junior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
Minimum \| Base Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate			0.75%
Minimum \| Base Rate \| Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Basis spread on variable rate			0.75%
Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate, stated percentage			0.50%
Maximum \| Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Commitment fee percentage			0.50%
Maximum \| LIBOR \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		2.75%
Maximum \| LIBOR \| Eldorado Junior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		3.75%
Maximum \| LIBOR \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
Maximum \| LIBOR \| Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
Maximum \| Base Rate \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		1.75%
Maximum \| Base Rate \| Eldorado Junior Bridge Facility
Debt Instrument [Line Items]
Basis spread on variable rate		2.75%
Maximum \| Base Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Maximum \| Base Rate \| Revolving Credit Facility \| Term B Loan Facility
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Debt Instrument, Redemption, Period One \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Commitment fee percentage		0.25%
Debt Instrument, Redemption, Period One \| Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Redemption price, percentage (equal to)											100.00%
Debt Instrument, Redemption, Period Two \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Commitment fee percentage		0.50%
Debt Instrument, Redemption, Period Two \| Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Applicable premium percentage											104.00%
Debt Instrument, Redemption, Period Three \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Commitment fee percentage		0.75%
Debt Instrument, Redemption, Period Three \| Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Redemption price, percentage (equal to)											108.00%
Debt Instrument, Redemption, Period Four \| Eldorado Senior Bridge Facility
Debt Instrument [Line Items]
Commitment fee percentage		1.00%
Debt Instrument, Redemption, Period Four \| Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Redemption price, percentage (equal to)											104.00%
Debt Instrument, Redemption, Period Five \| Senior Notes \| Second Lien Notes
Debt Instrument [Line Items]
Redemption price, percentage (equal to)											100.00%

Derivatives - Narrative (Details)	Jun. 30, 2019 USD ($) instrument	Jan. 03, 2019 USD ($) instrument	Dec. 31, 2018 USD ($) instrument	Apr. 24, 2018 USD ($) instrument
Derivative [Line Items]
Debt, net	$ 4,124,448,000		$ 4,122,264,000
Interest Rate Swaps
Derivative [Line Items]
Number of instruments \| instrument		2		4
Notional amount		$ 500,000,000.0	$ 1,500,000,000	$ 1,500,000,000
Interest Rate Swap Maturing April 22, 2023
Derivative [Line Items]
Number of instruments \| instrument	4		4
Notional amount	$ 1,500,000,000		$ 1,500,000,000
Fixed interest rate	2.8297%		2.8297%
Term B Loan Facility \| Senior Notes
Derivative [Line Items]
Debt, net	$ 2,075,968,000		$ 2,073,784,000
Term B Loan Facility \| Senior Notes \| Interest Rate Swaps
Derivative [Line Items]
Debt, net	$ 100,000,000.0

Derivatives - Schedule of Derivatives (Details)	Jun. 30, 2019 USD ($) instrument	Dec. 31, 2018 USD ($) instrument
Interest Rate Swap Maturing April 22, 2023
Derivative [Line Items]
Number of Instruments \| instrument	4	4
Fixed Rate	2.8297%	2.8297%
Notional \| $	$ 1,500,000,000	$ 1,500,000,000
Interest Rate Swap Maturing January 22, 2021
Derivative [Line Items]
Number of Instruments \| instrument	2
Fixed Rate	2.3802%
Notional \| $	$ 500,000,000

Derivatives - Schedule of Derivatives on Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Derivative [Line Items]
Unrealized loss recorded in other comprehensive income	$ 30,688	$ 4,640	$ 47,879	$ 4,640
Interest recorded in interest expense	54,819	51,440	108,405	104,314
Interest Rate Swaps
Derivative [Line Items]
Interest recorded in interest expense	$ 1,280	$ 1,413	$ 2,430	$ 1,413

Fair Value - Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Financial assets:
Short-term investments	$ 97,586	$ 520,877
Financial liabilities:
Derivative instruments - interest rate swaps	70,003	22,124
Carrying Amount
Financial assets:
Short-term investments	97,586	520,877
Carrying Amount \| Interest Rate Swaps
Financial liabilities:
Derivative instruments - interest rate swaps	70,003	22,124
Level 1 \| Fair Value
Financial assets:
Short-term investments	0	0
Level 1 \| Fair Value \| Interest Rate Swaps
Financial liabilities:
Derivative instruments - interest rate swaps	0	0
Level 2 \| Fair Value
Financial assets:
Short-term investments	97,586	520,877
Level 2 \| Fair Value \| Interest Rate Swaps
Financial liabilities:
Derivative instruments - interest rate swaps	70,003	22,124
Level 3 \| Fair Value
Financial assets:
Short-term investments	0	0
Level 3 \| Fair Value \| Interest Rate Swaps
Financial liabilities:
Derivative instruments - interest rate swaps	$ 0	$ 0

Fair Value - Schedule Of Estimated Fair Values (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Carrying Amount
Financial assets:
Cash and cash equivalents	$ 1,205,335	$ 577,883
Restricted cash	28,217	20,564
Carrying Amount \| Revolving Credit Facility
Financial liabilities:
Debt	0	0
Carrying Amount \| Term Loan B Facility
Financial liabilities:
Debt	2,075,968	2,073,784
Carrying Amount \| Second Lien Notes
Financial liabilities:
Debt	498,480	498,480
Carrying Amount \| CPLV CMBS Debt
Financial liabilities:
Debt	1,550,000	1,550,000
Fair Value
Financial assets:
Cash and cash equivalents	1,205,335	577,883
Restricted cash	28,217	20,564
Fair Value \| Revolving Credit Facility
Financial liabilities:
Debt	0	0
Fair Value \| Term Loan B Facility
Financial liabilities:
Debt	2,079,000	2,016,000
Fair Value \| Second Lien Notes
Financial liabilities:
Debt	548,328	535,866
Fair Value \| CPLV CMBS Debt
Financial liabilities:
Debt	$ 1,598,905	$ 1,539,040

Commitments and Contingent Liabilities - Narrative (Details) $ in Thousands		6 Months Ended
	May 10, 2019 USD ($)	Jun. 30, 2019 USD ($) option	Jan. 01, 2019 USD ($)	Dec. 31, 2018 USD ($)
Loss Contingencies [Line Items]
Lessee, Initial term	10 years
Number of extension options \| option		3
Renewal term	5 years	10 years
Weighted average remaining lease term		19 years 2 months 12 days
Expenses related to operating lease commitments	$ 900
Right-of-use asset		$ 11,074		$ 0
Lease liability		$ 11,074		$ 0
Lessee, finance lease, discount rate		5.50%
Accounting Standards Update 2016-02
Loss Contingencies [Line Items]
Right-of-use asset			$ 11,100
Lease liability		$ 11,100	$ 11,100

Commitments and Contingent Liabilities - Schedule of Rent Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
General and Administrative Expense
Loss Contingencies [Line Items]
Rent expense	$ 414	$ 326	$ 779	$ 593

Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
2019 (remaining)	$ 635
2020	1,042
2021	933
2022	951
2023	970
2024	990
Thereafter	15,905
Total minimum lease commitments	21,426
Discounting factor	10,352
Lease liability	$ 11,074	$ 0

Stockholders' Equity - Narrative (Details) - USD ($)						3 Months Ended			6 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	Jun. 28, 2019	May 23, 2019	Dec. 19, 2018	Nov. 19, 2018	Feb. 05, 2018	Jun. 30, 2019	Mar. 31, 2019	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Total number of common and preferred shares authorized (in shares)						750,000,000			750,000,000
Common stock, shares authorized (in shares)						700,000,000			700,000,000		700,000,000
Common stock, par value (in dollars per share)						$ 0.01			$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)						50,000,000			50,000,000		50,000,000
Preferred stock, par value (in dollars per share)						$ 0.01			$ 0.01		$ 0.01
Shares issued in IPO (in shares)	50,000,000			34,500,000	69,575,000
Shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock (in shares)	15,000,000
Share price (in dollars per share)	$ 21.50			$ 21.00	$ 20.00
Aggregate offering value of shares	$ 1,100,000,000			$ 724,500,000	$ 1,400,000,000	$ 1,036,280,000	$ 128,265,000	$ 1,307,119,000
Proceeds from issuance of common stock	$ 1,000,000,000.0			$ 694,200,000	$ 1,300,000,000				$ 1,165,008,000	$ 1,307,119,000
Additional shares subject to forward sale agreement (in shares)	65,000,000								65,000,000
JACK Entertainment LLC \| Greektown Acquisition
Class of Stock [Line Items]
Cash consideration		$ 700,000,000.0
ATM Stock Offering Program
Class of Stock [Line Items]
Shares issued in IPO (in shares)									6,107,633
Proceeds from issuance of common stock									$ 129,900,000
Maximum amount of shares to be sold			$ 750,000,000.0
Stock issuance fees									$ 1,800,000
Scenario, Plan
Class of Stock [Line Items]
Shares issued in IPO (in shares)									4,700,000
Share price (in dollars per share)						$ 20.46			$ 20.46
Proceeds from issuance of common stock									$ 1,300,000,000
Cash outflow for shares									$ 102,600,000

Stockholders' Equity - Schedule of Common Stock Outstanding (Details) - shares				6 Months Ended
	Jun. 28, 2019	Nov. 19, 2018	Feb. 05, 2018	Jun. 30, 2019	Jun. 30, 2018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				404,729,616	300,278,938
Stock issued during period (in shares)	50,000,000	34,500,000	69,575,000
Additional shares subject to forward sale agreement (in shares)	65,000,000			65,000,000
Ending balance				461,004,546	370,149,921
Stock Incentive Plan
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued during period (in shares)				167,297	295,983
Performance-Based Stock Incentive Plan
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued during period (in shares)				157,512
IPO
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued during period (in shares)					69,575,000
Follow-On Offerings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued during period (in shares)		34,500,000		50,000,000
ATM Stock Offering Program
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued during period (in shares)				6,107,633

Stockholders' Equity - Schedule of Dividends Declared (Details) - $ / shares		3 Months Ended
	Mar. 31, 2018	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018
Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 0.2625	$ 0.2875	$ 0.2875	$ 0.2625	$ 0.16

Earnings Per Share - Schedule Of Weighted Average Earnings Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Earnings Per Share [Abstract]
Weighted-average common shares outstanding (in shares)	412,309,577	369,932,843	409,040,025	356,454,441
Assumed conversion of restricted stock (in shares)	321,000	59,000	363,000	37,000
Assumed settlement of Forward Sale Agreements (in shares)	190,000	0	70,000	0
Diluted weighted-average common shares outstanding (in shares)	412,821,400	369,991,738	409,473,202	356,491,047

Earnings Per Share - Schedule Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Basic:
Net income attributable to common stockholders	$ 152,049	$ 139,044	$ 302,898	$ 251,166
Weighted-average common shares outstanding (in shares)	412,309,577	369,932,843	409,040,025	356,454,441
Basic EPS (in dollars per share)	$ 0.37	$ 0.38	$ 0.74	$ 0.70
Diluted:
Net income attributable to common stockholders	$ 152,049	$ 139,044	$ 302,898	$ 251,166
Diluted weighted-average common shares outstanding (in shares)	412,821,400	369,991,738	409,473,202	356,491,047
Diluted EPS (in dollars per share)	$ 0.37	$ 0.38	$ 0.74	$ 0.70

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1337-109256

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=117327953&loc=d3e4984-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1252-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=117326831&loc=SL5780133-109256

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=117327953&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1252-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1337-109256

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=117326831&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Stock-Based Compensation - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs \| $	$ 10.5
Weighted average period	2 years 1 month 6 days
Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	12,750,000
Number of shares available for issuance (in shares)	11,901,968

Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,366	$ 467	$ 2,417	$ 859

Stock-Based Compensation - Schedule Of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Shares
Beginning balance (in shares)	398	124
Granted (in shares)	336	121
Vested (in shares)	(93)	(28)
Forfeited (in shares)	(12)	0
Canceled (in shares)	0	0
Ending balance (in shares)	629	217
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 19.60	$ 15.61
Granted (in dollars per share)	22.03	19.79
Vested (in dollars per share)	19.41	19.97
Forfeited (in dollars per share)	20.78	0
Canceled (in dollars per share)	0	0
Ending balance (in dollars per share)	$ 20.90	$ 17.38

Segment Information - Narrative (Details) - 6 months ended Jun. 30, 2019	property segment	golf_course
Segment Reporting [Abstract]
Number of reportable segments	2
Number of real estate properties	23	4

Segment Information - Schedule Of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenues	$ 220,746		$ 220,975		$ 434,748	$ 439,251
Operating income	205,495		189,448		407,361	378,172
Interest expense	(54,819)		(51,440)		(108,405)	(104,314)
Loss on extinguishment of debt	0		0		0	(23,040)
Income before income taxes	154,680		141,807		308,127	256,295
Income tax expense	(553)		(448)		(1,074)	(832)
Net income	154,127	$ 152,926	141,359	$ 114,103	307,053	255,463
Depreciation	1,018		922		1,948	1,828
Total assets	12,522,046		10,564,703		12,522,046	10,564,703	$ 11,333,368
Real Property Business
Segment Reporting Information [Line Items]
Revenues	212,463		213,460		419,126	424,948
Operating income	203,077		187,367		402,623	374,303
Interest expense	(54,819)		(51,440)		(108,405)	(104,314)
Loss on extinguishment of debt	0		0		0	(23,040)
Income before income taxes	152,186		139,726		303,276	252,426
Income tax expense	0		0		0	0
Net income	152,186		139,726		303,276	252,426
Depreciation	2		2		5	2
Total assets	12,423,049		10,482,823		12,423,049	10,482,823
Golf Course Business
Segment Reporting Information [Line Items]
Revenues	8,283		7,515		15,622	14,303
Operating income	2,418		2,081		4,738	3,869
Interest expense	0		0		0	0
Loss on extinguishment of debt	0		0		0	0
Income before income taxes	2,494		2,081		4,851	3,869
Income tax expense	(553)		(448)		(1,074)	(832)
Net income	1,941		1,633		3,777	3,037
Depreciation	1,016		920		1,943	1,826
Total assets	$ 98,997		$ 81,880		$ 98,997	$ 81,880