VICI PROPERTIES INC., 10-Q filed on 10/31/2024
Quarterly Report
v3.24.3
Cover Page - shares
9 Months Ended
Sep. 30, 2024
Oct. 30, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-38372  
Entity Registrant Name VICI Properties Inc.  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 81-4177147  
Entity Address, Address Line One 535 Madison Avenue, 28th 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  
Title of each class Common stock, $0.01 par value  
Trading Symbol VICI  
Name of each exchange on which registered NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   1,054,174,145
Amendment Flag false  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Entity Central Index Key 0001705696  
Current Fiscal Year End Date --12-31  
VICI Properties LP    
Document Information [Line Items]    
Entity File Number 333-264352-01  
Entity Registrant Name VICI Properties L.P.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 35-2576503  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   0
Entity Central Index Key 0001920791  
v3.24.3
VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Real estate portfolio:    
Investments in leases - sales-type, net [1] $ 23,429,732 $ 23,015,931
Land 150,727 150,727
Cash and cash equivalents 355,667 522,574
Other assets [1] 1,021,195 1,015,330
Total assets 44,918,106 44,059,841
Liabilities    
Debt, net 16,743,584 16,724,125
Accrued expenses and deferred revenue 194,201 227,241
Dividends and distributions payable 457,977 437,599
Other liabilities 999,272 1,013,102
Total liabilities 18,395,034 18,402,067
Commitments and contingent liabilities (Note 10)
Stockholders’ equity    
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 1,047,172,481 and 1,042,702,763 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 10,472 10,427
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at September 30, 2024 and December 31, 2023 0 0
Additional paid-in capital 24,247,840 24,125,872
Accumulated other comprehensive income 141,705 153,870
Retained earnings 1,711,277 965,762
Total VICI stockholders’ equity 26,111,294 25,255,931
Non-controlling interests 411,778 401,843
Total stockholders’ equity 26,523,072 25,657,774
Total liabilities and stockholders’ equity 44,918,106 44,059,841
Investments in leases - financing receivables, net    
Real estate portfolio:    
Investments in leases and loans [1] 18,410,105 18,211,102
Investments in loans and securities, net    
Real estate portfolio:    
Investments in leases and loans [1] $ 1,550,680 $ 1,144,177
[1] As of September 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $740.2 million, $708.8 million, $21.8 million and $19.3 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.
v3.24.3
VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 1,350,000,000 1,350,000,000
Common stock, shares issued (in shares) 1,047,172,481 1,042,702,763
Common stock, shares outstanding (in shares) 1,047,172,481 1,042,702,763
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
Sales-type and direct financing, allowance for credit losses $ 740,210 $ 701,129
Other assets (sales-type sub-leases), allowance for credit losses 19,300 18,700
Investments in leases - financing receivables, net    
Allowance for credit losses 708,849 703,632
Investments in loans and securities, net    
Allowance for credit losses $ 21,767 $ 29,772
v3.24.3
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues        
Income from sales-type leases $ 518,691 $ 500,212 $ 1,543,752 $ 1,473,961
Income from lease financing receivables, loans and securities 419,115 378,502 1,242,151 1,122,703
Other income 19,315 18,179 57,950 55,043
Golf revenues 7,548 7,425 29,300 28,416
Total revenues 964,669 904,318 2,873,153 2,680,123
Operating expenses        
General and administrative 16,458 14,422 48,418 44,347
Depreciation 1,008 1,011 3,133 2,712
Other expenses 19,315 18,179 57,950 55,043
Golf expenses 6,824 6,332 20,148 18,874
Change in allowance for credit losses (31,626) 95,997 32,292 166,119
Transaction and acquisition expenses 1,164 3,566 1,728 3,385
Total operating expenses 13,143 139,507 163,669 290,480
Income from unconsolidated affiliate 0 0 0 1,280
Interest expense (207,317) (204,927) (617,976) (612,881)
Interest income 2,797 7,341 12,016 16,194
Other (losses) gains (64) (1,122) 770 4,295
Income before income taxes 746,942 566,103 2,104,294 1,798,531
Provision for income taxes (2,461) (644) (7,257) (3,630)
Net income 744,481 565,459 2,097,037 1,794,901
Less: Net income attributable to non-controlling interests (11,583) (9,130) (32,821) (29,130)
Net income attributable to common stockholders $ 732,898 $ 556,329 $ 2,064,216 $ 1,765,771
Net income per common share        
Basic (in dollars per share) $ 0.70 $ 0.55 $ 1.98 $ 1.75
Diluted (in dollars per share) $ 0.70 $ 0.55 $ 1.98 $ 1.75
Weighted average number of shares of common stock outstanding        
Basic (in shares) 1,046,626,838 1,012,986,784 1,043,921,660 1,007,110,068
Diluted (in shares) 1,048,338,348 1,013,589,640 1,044,897,468 1,008,437,452
Net income $ 744,481 $ 565,459 $ 2,097,037 $ 1,794,901
Other comprehensive income        
Reclassification of derivative gain to Interest expense (6,100) (6,037) (18,530) (18,111)
Unrealized (loss) gain on cash flow hedges (2,714) 20,109 9,768 20,289
Foreign currency translation adjustments 2,258 (1,348) (3,559) (1,280)
Comprehensive income 737,925 578,183 2,084,716 1,795,799
Comprehensive income attributable to non-controlling interests (11,533) (9,283) (32,665) (29,140)
Comprehensive income attributable to common stockholders $ 726,392 $ 568,900 $ 2,052,051 $ 1,766,659
v3.24.3
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Total VICI Stockholders’ Equity
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income
Retained Earnings
Non-controlling Interests
Beginning balance at Dec. 31, 2022 $ 22,290,113 $ 21,933,637 $ 9,631 $ 21,645,499 $ 185,353 $ 93,154 $ 356,476
Increase (Decrease) in Stockholders' Equity              
Net income 527,861 518,740       518,740 9,121
Issuance of common stock, net 1,271,472 1,271,472 406 1,271,066      
Reallocation of equity 0 (4,936)   (4,936)     4,936
Dividends and distributions declared (398,688) (391,640)       (391,640) (7,048)
Stock-based compensation, net of forfeitures (1,129) (1,115) 5 (1,120)     (14)
Reclassification of derivative gain to Interest expense (6,037) (5,964)     (5,964)   (73)
Unrealized gain (loss) on cash flow hedges (7,393) (7,304)     (7,304)   (89)
Foreign currency translation adjustments (1,664) (1,644)     (1,644)   (20)
Ending balance at Mar. 31, 2023 23,674,535 23,311,246 10,042 22,910,509 170,441 220,254 363,289
Beginning balance at Dec. 31, 2022 22,290,113 21,933,637 9,631 21,645,499 185,353 93,154 356,476
Increase (Decrease) in Stockholders' Equity              
Net income 1,794,901            
Reclassification of derivative gain to Interest expense (18,111)            
Foreign currency translation adjustments (1,280)            
Ending balance at Sep. 30, 2023 24,535,682 24,164,951 10,168 23,316,140 186,241 652,402 370,731
Beginning balance at Mar. 31, 2023 23,674,535 23,311,246 10,042 22,910,509 170,441 220,254 363,289
Increase (Decrease) in Stockholders' Equity              
Net income 701,581 690,702       690,702 10,879
Issuance of common stock, net 101,467 101,467 32 101,435      
Reallocation of equity 0 (651)   (651)     651
Dividends and distributions declared (399,945) (392,897)       (392,897) (7,048)
Stock-based compensation, net of forfeitures 3,669 3,620   3,620     49
Reclassification of derivative gain to Interest expense (6,037) (5,964)     (5,964)   (73)
Unrealized gain (loss) on cash flow hedges 7,573 7,482     7,482   91
Foreign currency translation adjustments 1,732 1,711     1,711   21
Ending balance at Jun. 30, 2023 24,084,575 23,716,716 10,074 23,014,913 173,670 518,059 367,859
Increase (Decrease) in Stockholders' Equity              
Net income 565,459 556,329       556,329 9,130
Issuance of common stock, net 298,253 298,253 94 298,159      
Reallocation of equity 0 (897)   (897)     897
Distributions to non-controlling interest 0 0          
Dividends and distributions declared (429,340) (421,986)       (421,986) (7,354)
Stock-based compensation, net of forfeitures 4,011 3,965   3,965     46
Reclassification of derivative gain to Interest expense (6,037) (5,965)     (5,965)   (72)
Unrealized gain (loss) on cash flow hedges 20,109 19,870     19,870   239
Foreign currency translation adjustments (1,348) (1,334)     (1,334)   (14)
Ending balance at Sep. 30, 2023 24,535,682 24,164,951 10,168 23,316,140 186,241 652,402 370,731
Beginning balance at Dec. 31, 2023 25,657,774 25,255,931 10,427 24,125,872 153,870 965,762 401,843
Increase (Decrease) in Stockholders' Equity              
Net income 599,803 590,016       590,016 9,787
Reallocation of equity 0 255   255     (255)
Dividends and distributions declared (440,607) (432,900)       (432,900) (7,707)
Stock-based compensation, net of forfeitures (1,204) (1,248) 4 (1,252)     44
Reclassification of derivative gain to Interest expense (6,046) (5,976)     (5,976)   (70)
Unrealized gain (loss) on cash flow hedges 12,482 12,341     12,341   141
Foreign currency translation adjustments (3,644) (3,595)     (3,595)   (49)
Ending balance at Mar. 31, 2024 25,818,558 25,414,824 10,431 24,124,875 156,640 1,122,878 403,734
Beginning balance at Dec. 31, 2023 25,657,774 25,255,931 10,427 24,125,872 153,870 965,762 401,843
Increase (Decrease) in Stockholders' Equity              
Net income 2,097,037            
Reclassification of derivative gain to Interest expense (18,530)            
Foreign currency translation adjustments (3,559)            
Ending balance at Sep. 30, 2024 26,523,072 26,111,294 10,472 24,247,840 141,705 1,711,277 411,778
Beginning balance at Mar. 31, 2024 25,818,558 25,414,824 10,431 24,124,875 156,640 1,122,878 403,734
Increase (Decrease) in Stockholders' Equity              
Net income 752,753 741,302       741,302 11,451
Reallocation of equity 0 (79)   (79)     79
Dividends and distributions declared (440,684) (432,916)       (432,916) (7,768)
Stock-based compensation, net of forfeitures 4,243 4,194 1 4,193     49
Reclassification of derivative gain to Interest expense (6,384) (6,316)     (6,316)   (68)
Foreign currency translation adjustments (2,173) (2,113)     (2,113)   (60)
Ending balance at Jun. 30, 2024 26,126,313 25,718,896 10,432 24,128,989 148,211 1,431,264 407,417
Increase (Decrease) in Stockholders' Equity              
Net income 744,481 732,898       732,898 11,583
Issuance of common stock, net 115,111 115,111 40 115,071      
Reallocation of equity 0 (759)   (759)     759
Dividends and distributions declared (460,869) (452,885)       (452,885) (7,984)
Stock-based compensation, net of forfeitures 4,592 4,539   4,539     53
Reclassification of derivative gain to Interest expense (6,100) (6,030)     (6,030)   (70)
Unrealized gain (loss) on cash flow hedges (2,714) (2,681)     (2,681)   (33)
Foreign currency translation adjustments 2,258 2,205     2,205   53
Ending balance at Sep. 30, 2024 $ 26,523,072 $ 26,111,294 $ 10,472 $ 24,247,840 $ 141,705 $ 1,711,277 $ 411,778
v3.24.3
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]            
Dividends and distributions declared (in dollars per share) $ 0.4325 $ 0.4150 $ 0.4150 $ 0.4150 $ 0.3900 $ 0.3900
v3.24.3
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income $ 2,097,037 $ 1,794,901
Adjustments to reconcile net income to cash flows provided by operating activities:    
Non-cash leasing and financing adjustments (402,839) (383,688)
Stock-based compensation 12,973 11,517
Depreciation 3,133 2,712
Other gains (770) (4,295)
Amortization of debt issuance costs and original issue discount 34,175 35,415
Change in allowance for credit losses 32,292 166,119
Net proceeds from settlement of derivatives 2,827 0
Deferred income taxes 4,234 0
Income from unconsolidated affiliate 0 (1,280)
Distributions from unconsolidated affiliate 0 3,273
Change in operating assets and liabilities:    
Other assets (5,910) 134
Accrued expenses and deferred revenue (39,573) (14,230)
Other liabilities (178) (6,061)
Net cash provided by operating activities 1,737,401 1,604,517
Cash flows from investing activities    
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition 0 (1,266,905)
Investments in leases - sales-type (261,800) (231,215)
Investments in leases - financing receivables (248) (365,827)
Investments in loans and securities (473,727) (702,112)
Principal repayments of loans and receipts of deferred fees 80,750 400,250
Capitalized transaction costs (2,091) (759)
Investments in short-term investments (29,579) 0
Maturities of short-term investments 29,579 217,342
Proceeds from sale of real estate 952 6,235
Acquisition of property and equipment (6,442) (1,894)
Net cash used in investing activities (662,606) (1,944,885)
Cash flows from financing activities    
Proceeds from offering of common stock, net 115,112 1,672,417
Proceeds from March 2024 Notes offering 1,028,533 0
Proceeds from Revolving Credit Facility 82,200 408,204
Redemption of senior unsecured notes (1,050,000) 0
Repayment of Revolving Credit Facility (85,881) (250,000)
Debt issuance costs (3,288) 0
Repurchase of stock for tax withholding (5,341) (4,966)
Distributions to non-controlling interests (23,245) (21,450)
Dividends paid (1,300,317) (1,161,764)
Net cash (used in) provided by financing activities (1,242,227) 642,441
Effect of exchange rate changes on cash, cash equivalents and restricted cash 525 (122)
Net (decrease) increase in cash, cash equivalents and restricted cash (166,907) 301,951
Cash, cash equivalents and restricted cash, beginning of period 522,574 208,933
Cash, cash equivalents and restricted cash, end of period 355,667 510,884
Supplemental cash flow information:    
Cash paid for interest 595,391 563,935
Cash paid for income taxes 3,338 4,896
Supplemental non-cash investing and financing activity:    
Dividends and distributions declared, not paid 458,192 427,060
Debt issuance costs payable 80 0
Accrued capitalized transaction costs 6,448 4,418
Non-cash change in Investments in leases - financing receivables 212,400 206,771
Obtaining right-of-use assets in exchange for lease liabilities $ 0 $ 22,968
v3.24.3
VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Real estate portfolio:    
Investments in leases - sales-type, net [1] $ 23,429,732 $ 23,015,931
Land 150,727 150,727
Cash and cash equivalents 355,667 522,574
Other assets [1] 1,021,195 1,015,330
Total assets 44,918,106 44,059,841
Liabilities    
Debt, net 16,743,584 16,724,125
Accrued expenses and deferred revenue 194,201 227,241
Distributions payable 457,977 437,599
Other liabilities 999,272 1,013,102
Total liabilities 18,395,034 18,402,067
Commitments and contingent liabilities (Note 10)
Partners’ Capital    
Accumulated other comprehensive income 141,705 153,870
Total liabilities and stockholders’ equity 44,918,106 44,059,841
Investments in leases - financing receivables, net    
Real estate portfolio:    
Investments in leases and loans [1] 18,410,105 18,211,102
Investments in loans and securities, net    
Real estate portfolio:    
Investments in leases and loans [1] 1,550,680 1,144,177
VICI Properties LP    
Real estate portfolio:    
Investments in leases - sales-type, net [2] 23,429,732 23,015,931
Land 150,727 150,727
Cash and cash equivalents 348,651 471,584
Other assets [2] 942,549 936,528
Total assets 44,832,444 43,930,049
Liabilities    
Debt, net 16,743,584 16,724,125
Accrued expenses and deferred revenue 190,764 222,333
Distributions payable 457,977 437,599
Other liabilities 984,672 998,363
Total liabilities 18,376,997 18,382,420
Commitments and contingent liabilities (Note 10)
Partners’ Capital    
Partners’ capital, 1,059,403,854 and 1,054,934,136 operating partnership units issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 26,208,082 25,288,647
Accumulated other comprehensive income 141,029 153,350
Total VICI LP’s capital 26,349,111 25,441,997
Non-controlling interest 106,336 105,632
Total liabilities and partners’ capital 26,455,447 25,547,629
Total liabilities and stockholders’ equity 44,832,444 43,930,049
VICI Properties LP | Investments in leases - financing receivables, net    
Real estate portfolio:    
Investments in leases and loans [2] 18,410,105 18,211,102
VICI Properties LP | Investments in loans and securities, net    
Real estate portfolio:    
Investments in leases and loans [2] $ 1,550,680 $ 1,144,177
[1] As of September 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $740.2 million, $708.8 million, $21.8 million and $19.3 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.
[2] As of September 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $740.2 million, $708.8 million, $21.8 million and $19.3 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.
v3.24.3
VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sales-type and direct financing, allowance for credit losses $ 740,210 $ 701,129
Other assets (sales-type sub-leases), allowance for credit losses 19,300 18,700
Investments in leases - financing receivables, net    
Allowance for credit losses 708,849 703,632
Investments in loans and securities, net    
Allowance for credit losses $ 21,767 $ 29,772
VICI Properties LP    
Operating partnership units issued (in shares) 1,059,403,854 1,054,934,136
Operating partnership units outstanding (in shares) 1,059,403,854 1,054,934,136
Sales-type and direct financing, allowance for credit losses $ 740,200 $ 701,100
Other assets (sales-type sub-leases), allowance for credit losses 19,300 18,700
VICI Properties LP | Investments in leases - financing receivables, net    
Allowance for credit losses 708,800 703,600
VICI Properties LP | Investments in loans and securities, net    
Allowance for credit losses $ 21,800 $ 29,800
v3.24.3
VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues        
Income from sales-type leases $ 518,691 $ 500,212 $ 1,543,752 $ 1,473,961
Income from lease financing receivables, loans and securities 419,115 378,502 1,242,151 1,122,703
Other income 19,315 18,179 57,950 55,043
Total revenues 964,669 904,318 2,873,153 2,680,123
Operating expenses        
General and administrative 16,458 14,422 48,418 44,347
Depreciation 1,008 1,011 3,133 2,712
Other expenses 19,315 18,179 57,950 55,043
Change in allowance for credit losses (31,626) 95,997 32,292 166,119
Transaction and acquisition expenses 1,164 3,566 1,728 3,385
Income from unconsolidated affiliate 0 0 0 1,280
Interest expense (207,317) (204,927) (617,976) (612,881)
Interest income 2,797 7,341 12,016 16,194
Other (losses) gains (64) (1,122) 770 4,295
Income before income taxes 746,942 566,103 2,104,294 1,798,531
Provision for income taxes (2,461) (644) (7,257) (3,630)
Net income 744,481 565,459 2,097,037 1,794,901
Less: Net income attributable to non-controlling interests $ (11,583) $ (9,130) $ (32,821) $ (29,130)
Net income per common share        
Basic (in dollars per share) $ 0.70 $ 0.55 $ 1.98 $ 1.75
Diluted (in dollars per share) $ 0.70 $ 0.55 $ 1.98 $ 1.75
Weighted average number of shares of common stock outstanding        
Basic (in shares) 1,046,626,838 1,012,986,784 1,043,921,660 1,007,110,068
Diluted (in shares) 1,048,338,348 1,013,589,640 1,044,897,468 1,008,437,452
Other comprehensive income        
Comprehensive income attributable to common stockholders $ 726,392 $ 568,900 $ 2,052,051 $ 1,766,659
VICI Properties LP        
Revenues        
Income from sales-type leases 518,691 500,212 1,543,752 1,473,961
Income from lease financing receivables, loans and securities 419,115 378,502 1,242,151 1,122,703
Other income 19,315 18,179 57,950 55,043
Total revenues 957,121 896,893 2,843,853 2,651,707
Operating expenses        
General and administrative 16,366 14,422 48,255 44,347
Depreciation 125 177 570 270
Other expenses 19,315 18,179 57,950 55,043
Change in allowance for credit losses (31,626) 95,997 32,292 166,119
Transaction and acquisition expenses 1,164 3,566 1,728 3,385
Total operating expenses 5,344 132,341 140,795 269,164
Income from unconsolidated affiliate 0 0 0 1,280
Interest expense (207,317) (204,927) (617,976) (612,881)
Interest income 2,624 6,685 10,485 14,399
Other (losses) gains (64) (1,122) 770 4,295
Income before income taxes 747,020 565,188 2,096,337 1,789,636
Provision for income taxes (2,480) (417) (5,775) (1,981)
Net income 744,540 564,771 2,090,562 1,787,655
Less: Net income attributable to non-controlling interests (3,021) (2,421) (8,722) (7,747)
Net income attributable to partners $ 741,519 $ 562,350 $ 2,081,840 $ 1,779,908
Net income per common share        
Basic (in dollars per share) $ 0.70 $ 0.55 $ 1.97 $ 1.75
Diluted (in dollars per share) $ 0.70 $ 0.55 $ 1.97 $ 1.74
Weighted average number of shares of common stock outstanding        
Basic (in shares) 1,058,858,211 1,025,218,157 1,056,153,033 1,019,341,441
Diluted (in shares) 1,060,569,721 1,025,821,013 1,057,128,841 1,020,668,825
Net income attributable to partners $ 741,519 $ 562,350 $ 2,081,840 $ 1,779,908
Other comprehensive income        
Reclassification of derivative gain to Interest expense (6,100) (6,037) (18,530) (18,111)
Unrealized (loss) gain on cash flow hedges (2,714) 20,109 9,768 20,289
Foreign currency translation adjustments 2,258 (1,348) (3,559) (1,280)
Comprehensive income attributable to common stockholders $ 734,963 $ 575,074 $ 2,069,519 $ 1,780,806
v3.24.3
VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) - USD ($)
$ in Thousands
Total
VICI Properties LP
VICI Properties LP
Partners’ Capital
VICI Properties LP
Accumulated Other Comprehensive Income
VICI Properties LP
Non-controlling Interests
Beginning balance at Dec. 31, 2022   $ 22,165,216 $ 21,900,511 $ 185,201 $ 79,504
Increase (Decrease) in Partners' Capital [Roll Forward]          
Net income   524,915 522,076   2,839
Contributions from Parent   1,303,243 1,303,243    
Distributions to Parent   (408,519) (408,519)    
Distributions to non-controlling interest   (2,278)     (2,278)
Stock-based compensation, net of forfeitures $ (1,129) (1,129) (1,129)    
Reclassification of derivative gain to Interest expense (6,037) (6,037)   (6,037)  
Unrealized gain (loss) on cash flow hedges (7,393) (7,393)   (7,393)  
Foreign currency translation adjustments (1,664) (1,664)   (1,664)  
Ending balance at Mar. 31, 2023   23,566,354 23,316,182 170,107 80,065
Beginning balance at Dec. 31, 2022   22,165,216 21,900,511 185,201 79,504
Increase (Decrease) in Partners' Capital [Roll Forward]          
Reclassification of derivative gain to Interest expense (18,111)        
Foreign currency translation adjustments (1,280)        
Ending balance at Sep. 30, 2023   24,424,898 24,158,382 186,099 80,417
Beginning balance at Mar. 31, 2023   23,566,354 23,316,182 170,107 80,065
Increase (Decrease) in Partners' Capital [Roll Forward]          
Net income   697,969 695,482   2,487
Contributions from Parent   103,053 103,053    
Distributions to Parent   (397,810) (397,810)    
Distributions to non-controlling interest   (2,278)     (2,278)
Stock-based compensation, net of forfeitures 3,669 3,669 3,669    
Reclassification of derivative gain to Interest expense (6,037) (6,037)   (6,037)  
Unrealized gain (loss) on cash flow hedges 7,573 7,573   7,573  
Foreign currency translation adjustments 1,732 1,732   1,732  
Ending balance at Jun. 30, 2023   23,974,225 23,720,576 173,375 80,274
Increase (Decrease) in Partners' Capital [Roll Forward]          
Net income   564,771 562,350   2,421
Contributions from Parent   298,718 298,718    
Distributions to Parent   (427,273) (427,273)    
Distributions to non-controlling interest 0 (2,278)     (2,278)
Stock-based compensation, net of forfeitures 4,011 4,011 4,011    
Reclassification of derivative gain to Interest expense (6,037) (6,037)   (6,037)  
Unrealized gain (loss) on cash flow hedges 20,109 20,109   20,109  
Foreign currency translation adjustments (1,348) (1,348)   (1,348)  
Ending balance at Sep. 30, 2023   24,424,898 24,158,382 186,099 80,417
Beginning balance at Dec. 31, 2023   25,547,629 25,288,647 153,350 105,632
Increase (Decrease) in Partners' Capital [Roll Forward]          
Net income   597,040 594,142   2,898
Distributions to Parent   (440,283) (440,283)    
Distributions to non-controlling interest   (2,630)     (2,630)
Stock-based compensation, net of forfeitures (1,204) (1,204) (1,204)    
Reclassification of derivative gain to Interest expense (6,046) (6,046)   (6,046)  
Unrealized gain (loss) on cash flow hedges 12,482 12,482   12,482  
Foreign currency translation adjustments (3,644) (3,644)   (3,644)  
Ending balance at Mar. 31, 2024   25,703,344 25,441,302 156,142 105,900
Beginning balance at Dec. 31, 2023   25,547,629 25,288,647 153,350 105,632
Increase (Decrease) in Partners' Capital [Roll Forward]          
Reclassification of derivative gain to Interest expense (18,530)        
Foreign currency translation adjustments (3,559)        
Ending balance at Sep. 30, 2024   26,455,447 26,208,082 141,029 106,336
Beginning balance at Mar. 31, 2024   25,703,344 25,441,302 156,142 105,900
Increase (Decrease) in Partners' Capital [Roll Forward]          
Net income   748,982 746,179   2,803
Contributions from Parent   147 147    
Distributions to Parent   (438,049) (438,049)    
Distributions to non-controlling interest   (2,693)     (2,693)
Stock-based compensation, net of forfeitures 4,243 4,243 4,243    
Reclassification of derivative gain to Interest expense (6,384) (6,384)   (6,384)  
Foreign currency translation adjustments (2,173) (2,173)   (2,173)  
Ending balance at Jun. 30, 2024   26,007,417 25,753,822 147,585 106,010
Increase (Decrease) in Partners' Capital [Roll Forward]          
Net income   744,540 741,519   3,021
Contributions from Parent   166,405 166,405    
Distributions to Parent   (458,256) (458,256)    
Distributions to non-controlling interest   (2,695)     (2,695)
Stock-based compensation, net of forfeitures 4,592 4,592 4,592    
Reclassification of derivative gain to Interest expense (6,100) (6,100)   (6,100)  
Unrealized gain (loss) on cash flow hedges (2,714) (2,714)   (2,714)  
Foreign currency translation adjustments $ 2,258 2,258   2,258  
Ending balance at Sep. 30, 2024   $ 26,455,447 $ 26,208,082 $ 141,029 $ 106,336
v3.24.3
VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income $ 2,097,037 $ 1,794,901
Adjustments to reconcile net income to cash flows provided by operating activities:    
Non-cash leasing and financing adjustments (402,839) (383,688)
Stock-based compensation 12,973 11,517
Depreciation 3,133 2,712
Other gains (770) (4,295)
Amortization of debt issuance costs and original issue discount 34,175 35,415
Change in allowance for credit losses 32,292 166,119
Net proceeds from settlement of derivatives 2,827 0
Deferred income taxes 4,234 0
Income from unconsolidated affiliate 0 (1,280)
Distributions from unconsolidated affiliate 0 3,273
Change in operating assets and liabilities:    
Other assets (5,910) 134
Accrued expenses and deferred revenue (39,573) (14,230)
Other liabilities (178) (6,061)
Net cash provided by operating activities 1,737,401 1,604,517
Cash flows from investing activities    
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition 0 (1,266,905)
Investments in leases - sales-type (261,800) (231,215)
Investments in leases - financing receivables (248) (365,827)
Investments in loans and securities (473,727) (702,112)
Principal repayments of loans and receipts of deferred fees 80,750 400,250
Capitalized transaction costs (2,091) (759)
Investments in short-term investments (29,579) 0
Maturities of short-term investments 29,579 217,342
Proceeds from sale of real estate 952 6,235
Acquisition of property and equipment (6,442) (1,894)
Net cash used in investing activities (662,606) (1,944,885)
Cash flows from financing activities    
Proceeds from March 2024 Notes offering 1,028,533 0
Proceeds from Revolving Credit Facility 82,200 408,204
Redemption of senior unsecured notes (1,050,000) 0
Repayment of Revolving Credit Facility (85,881) (250,000)
Debt issuance costs (3,288) 0
Repurchase of stock for tax withholding (5,341) (4,966)
Distributions to non-controlling interests (23,245) (21,450)
Net cash (used in) provided by financing activities (1,242,227) 642,441
Effect of exchange rate changes on cash, cash equivalents and restricted cash 525 (122)
Net (decrease) increase in cash, cash equivalents and restricted cash (166,907) 301,951
Cash, cash equivalents and restricted cash, beginning of period 522,574 208,933
Cash, cash equivalents and restricted cash, end of period 355,667 510,884
Supplemental cash flow information:    
Cash paid for interest 595,391 563,935
Cash paid for income taxes 3,338 4,896
Supplemental non-cash investing and financing activity:    
Debt issuance costs payable 80 0
Accrued capitalized transaction costs 6,448 4,418
Non-cash change in Investments in leases - financing receivables 212,400 206,771
Obtaining right-of-use assets in exchange for lease liabilities 0 22,968
VICI Properties LP    
Cash flows from operating activities    
Net income 2,090,562 1,787,655
Adjustments to reconcile net income to cash flows provided by operating activities:    
Non-cash leasing and financing adjustments (402,839) (383,688)
Stock-based compensation 12,973 11,517
Depreciation 570 270
Other gains (770) (4,295)
Amortization of debt issuance costs and original issue discount 34,175 35,415
Change in allowance for credit losses 32,292 166,119
Net proceeds from settlement of derivatives 2,827 0
Deferred income taxes 4,165 0
Income from unconsolidated affiliate 0 (1,280)
Distributions from unconsolidated affiliate 0 3,273
Change in operating assets and liabilities:    
Other assets (5,514) 3,574
Accrued expenses and deferred revenue (40,464) (25,655)
Other liabilities 28 (5,818)
Net cash provided by operating activities 1,728,005 1,587,087
Cash flows from investing activities    
Net cash paid in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition 0 (1,266,905)
Investments in leases - sales-type (261,800) (231,215)
Investments in leases - financing receivables (248) (365,827)
Investments in loans and securities (473,727) (702,112)
Principal repayments of loans and receipts of deferred fees 80,750 400,250
Capitalized transaction costs (2,091) (759)
Investments in short-term investments (29,579) 0
Maturities of short-term investments 29,579 217,342
Proceeds from sale of real estate 952 6,235
Acquisition of property and equipment (4,507) (1,894)
Net cash used in investing activities (660,671) (1,944,885)
Cash flows from financing activities    
Contributions from Parent 166,405 1,696,417
Distributions to Parent (1,315,405) (1,166,477)
Proceeds from March 2024 Notes offering 1,028,533 0
Proceeds from Revolving Credit Facility 82,200 408,204
Redemption of senior unsecured notes (1,050,000) 0
Repayment of Revolving Credit Facility (85,881) (250,000)
Debt issuance costs (3,288) 0
Repurchase of stock for tax withholding (5,341) (4,966)
Distributions to non-controlling interests (8,015) (6,834)
Net cash (used in) provided by financing activities (1,190,792) 676,344
Effect of exchange rate changes on cash, cash equivalents and restricted cash 525 (122)
Net (decrease) increase in cash, cash equivalents and restricted cash (122,933) 318,424
Cash, cash equivalents and restricted cash, beginning of period 471,584 142,600
Cash, cash equivalents and restricted cash, end of period 348,651 461,024
Supplemental cash flow information:    
Cash paid for interest 595,391 563,935
Cash paid for income taxes 1,312 1,598
Supplemental non-cash investing and financing activity:    
Distributions payable 458,192 427,060
Debt issuance costs payable 80 0
Accrued capitalized transaction costs 6,448 4,418
Non-cash change in Investments in leases - financing receivables 212,400 206,771
Obtaining right-of-use assets in exchange for lease liabilities $ 0 $ 22,968
v3.24.3
Business and Organization
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Organization Business and Organization
Business
We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple-net leases. As of September 30, 2024, we own 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas (the “Venetian Resort”), three of the most iconic entertainment facilities on the Las Vegas Strip. Our gaming and entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. VICI also owns four championship golf courses, which are managed by CDN Golf Management Inc., and are located near certain of our properties.
VICI, the parent company, is a Maryland corporation and internally managed REIT for U.S. federal income tax purposes. Our real property business, which represents the substantial majority of our assets, is conducted through VICI OP and indirectly through VICI LP, and our golf course business, VICI Golf, is conducted through a direct wholly owned TRS of VICI. As a REIT, 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.
v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The accompanying 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 Financial Statements, including the notes thereto, are unaudited and condense or 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 Financial Statements and related notes should be read in conjunction with our audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K, as updated from time to time in our other filings with the SEC.
All adjustments considered necessary for a fair statement of results for the interim period have been included and are of a normal and recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation.
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 materially from these estimates.
Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Principles of Consolidation
The accompanying Financial Statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities for which we or one of our consolidated subsidiaries is the primary beneficiary.
Non-controlling Interests
We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of September 30, 2024, VICI’s non-controlling interests were comprised of (i) approximately 1.2% third-party ownership of VICI OP in the form of a limited liability company interest in VICI OP (“VICI OP Units”), (ii) 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 lease agreement with Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “Caesars”) for such facility (the “Joliet Lease”) and (iii) a minority third-party equity interest, in the form of Class A Units, of VICI Bowl HoldCo LLC (“Bowlero OP Units”), the entity that owns the portfolio of bowling entertainment centers leased to Bowlero Corp. (“Bowlero”) and is the lessor under the related Bowlero master lease agreement, which interest entitles the non-controlling interest holder to a preferred return that currently approximates 4% of the entity’s cash flows.
VICI LP’s non-controlling interests are the third-party ownership interests in Harrah’s Joliet LandCo LLC and VICI Bowl HoldCo LLC referenced above.
Cash, Cash Equivalents and Restricted Cash
Cash consists of cash-on-hand and cash-in-bank. Highly liquid investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of September 30, 2024 and December 31, 2023, we did not have any restricted cash.
Short-Term Investments
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.
We may 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 180 days and are accounted for as available for sale securities. Interest on our short-term investments is recognized as interest income in our Statement of Operations. We did not have any short-term investments as of September 30, 2024 and December 31, 2023.
Purchase Price Accounting
We assess all of our property acquisitions under ASC 805 “Business Combinations” (“ASC 805”) to determine if such acquisitions should be accounted for as a business combination or an asset acquisition. Under ASC 805, an acquisition does not qualify as a business combination when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets, (ii) the acquisition does not include a substantive process in the form of an acquired workforce, or (iii) the acquisition does not include an acquired contract that cannot be replaced without significant cost, effort or delay. Generally, and to date, all of our acquisitions have been determined to be asset acquisitions and, in accordance with ASC 805-50, all applicable transaction costs are capitalized as part of the purchase price of the acquisition.
We allocate the purchase price, including the costs incurred to acquire the assets, to the identifiable assets acquired and liabilities assumed, as applicable, using their relative fair value. Generally, the assets acquired are comprised of land, building and site improvements and in certain instances, such as our acquisition of MGM Growth Properties LLC (“MGP”) and the acquisition of the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay JV”), existing leases and/or debt. Further, since all the components of our leases are classified as sales-type leases or financing receivables, as further described below, the assets acquired are transferred into the net investment in lease or financing receivable, as applicable.
Investments in Leases - Sales-type, Net
We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). 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 each lease component of the property, generally comprised of land and building, to determine the classification. 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. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.
Investments in Leases - Financing Receivables, Net
In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.
Lease Term
We assess the noncancelable lease term under ASC 842, which includes any reasonably certain renewal periods. All of our lease agreements provide for an initial term, with one or more tenant renewal options.
In relation to our gaming assets and certain other irreplaceable real estate, we generally conclude that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the lease agreements. In these situations, we believe our tenants are economically compelled to renew the lease agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the lease agreements and the lack of suitable replacement assets.
Income from Leases and Lease Financing Receivables
We recognize the related income from our sales-type leases and lease financing receivables 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 sales-type leases and lease financing receivables will not equal income from our lease agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables, loans and securities, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.
Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. 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.
Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.
Investments in Loans and Securities, net
Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and net of allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.
We classify our investments in securities on the date of acquisition of the investment as either trading, available-for-sale or held-to-maturity. We classify our debt securities as held-to-maturity, as we have the intent and ability to hold this security until maturity, the accounting of which is materially consistent with that of our Investments in loans.
Allowance for Credit Losses
ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans and securities.
Investments in Leases
In relation to our lease portfolio, we have elected to use a discounted cash flow model to estimate the allowance for credit losses, or CECL allowance, for our Investments in leases - sales-type and Investments in leases - financing receivables, which comprise the substantial majority of our CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected credit loss cash flows.
Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors, as applicable, over the life of each individual lease. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and their parent guarantors, as applicable. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-Term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant and parent guarantor, as applicable, and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-Term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over approximately the past 40 years that have similar credit profiles or characteristics to our tenants and their parent guarantors, as applicable. We are unable to use our historical data to estimate losses as we have no loss history to date.
Investments in Loans
In relation to our loan portfolio, we engage a nationally recognized data analytics firm to provide loan level market data and a forward-looking commercial real estate loss forecasting tool. The credit loss model generates the PD and LGD using sub-market loan-level data and the estimated fair value of collateral to generate net operating income and forecast the expected loss for each loan.
Unfunded Commitments
We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers’ and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for the respective investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheets.
Presentation
The initial CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities and Sales-type sub-leases (included in Other assets) on our Balance Sheets. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which results in a non-cash charge to the Statement of Operations for the relevant period.
Write-offs of our investments in leases and loans are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries of amounts previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2024 and 2023.
Refer to Note 5 - Allowance for Credit Losses for further information.
Foreign Currency Translation and Remeasurement
Our investments in our Canadian gaming assets and certain of our loans are denominated in foreign currencies and, accordingly, we translate the financial statements of the subsidiaries that own such assets into U.S. Dollars (“USD” or “US$”) when we consolidate their financial results and position. Generally, assets and liabilities are translated at the exchange rate in effect at the date of the Balance Sheet and the resulting translation adjustments are included in Accumulated other comprehensive income in the Balance Sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income Statement accounts are translated using the average exchange rate for the period.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is denominated in foreign currencies, which is neither our nor our consolidated subsidiaries’ functional currency of USD. When the debt and related operating receivables and/or payables are remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in Other (losses) gains, net in the Statement of Operations.
Other Income and Other Expenses
Other income primarily represents sub-lease income related to certain ground and use leases. Under the lease agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under these certain ground and use leases.
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 Sheet 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 transactions. 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 previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions 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 (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.
We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.
Concentrations of Credit Risk
MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) and Caesars are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. Revenue from our lease agreements with MGM represented 38% of our lease revenues for each of the three and nine months ended September 30, 2024, and 39% of our lease revenues for each of the three and nine months ended September 30, 2023. Contractual rent from our lease agreements with MGM represented 36% of our total contractual rent for each of the three and nine months ended September 30, 2024, and 34% and 36% of our total contractual rent for the three and nine months ended September 30, 2023, respectively. Revenue from our lease agreements with Caesars represented 36% of our lease revenues for each of the three and nine months ended September 30, 2024, and 37% of our lease revenues for each of the three and nine months ended September 30, 2023. Contractual rent from our lease agreements with Caesars represented 37% and 38% of our total contractual rent for each of the three and nine months ended September 30, 2024, respectively, and 40% of our total contractual rent for each of the three and nine months ended September 30, 2023.
Additionally, our properties on the Las Vegas Strip generated approximately 48% of our lease revenues for each of the three and nine months ended September 30, 2024, and 49% of our lease revenues for each of the three and nine months ended September 30, 2023. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.
Recent Accounting Pronouncements
In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of material climate-related information in annual reports and registration statements, including disclosure of effects of severe weather events and other natural conditions. In April 2024, the SEC voluntarily stayed the effectiveness of the new rules pending related litigation. If the stay is lifted and the effective times are unchanged, certain of the disclosure requirements will begin to apply to our fiscal year beginning January 1, 2025. We are currently evaluating the impact of the final rules on our Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our Financial Statements.
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07 on our Financial Statements.
Recent Tax Legislation
The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines.
We have evaluated Pillar 2 and we do not expect it to have a material impact on our Financial Statements based upon our current structure and investments. However, there remains some uncertainty as to the final Pillar 2 model rules. We will continue to monitor the United States and global legislative actions related to Pillar 2 for potential impacts.
v3.24.3
Real Estate Transactions
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Real Estate Transactions Real Estate Transactions
2024 Activity
Property Acquisitions and Investments
Venetian Capital Investment
On May 1, 2024, we entered into agreements to fund up to $700.0 million of capital investment into the Venetian Resort for extensive reinvestment projects through our Partner Property Growth Fund strategy (the “Venetian Capital Investment”). The Venetian Capital Investment will fund several projects, including hotel room product renovations, gaming floor optimization and entertainment and convention center enhancements, among others, seeking to improve the overall guest experience and enhance the value of the property. The invested capital will earn a return through the addition of incremental rent to the lease agreement for the Venetian Resort (as amended in connection with the Venetian Capital Investment, the “Venetian Lease”).
The up to $700.0 million of funding through the Venetian Capital Investment is comprised of $400.0 million that has already been funded and an incremental $300.0 million that the Venetian Resort will have the option, but not the obligation, to draw in whole or in part until November 1, 2026. The initial $400.0 million investment was funded based on a fixed schedule: $100.0 million was funded in the second quarter of 2024, $150.0 million was funded in the third quarter of 2024 and $150.0 million was funded on October 1, 2024. The previous Property Growth Fund Agreement entered into with the tenant in connection with the Venetian Resort acquisition in 2021 providing for up to $1.0 billion of future development and construction project funding was terminated on May 1, 2024 concurrently with the entry into the agreement to fund the Venetian Capital Investment.
In connection with the Venetian Capital Investment, annual rent under the Venetian Lease will increase commencing on the first day of the quarter immediately following each capital funding at a 7.25% yield (the “Incremental Venetian Rent”). In addition to any increase pursuant to the Incremental Venetian Rent, annual rent under the Venetian Lease will begin escalating annually at 2.0% on March 1, 2029 and, commencing on March 1, 2031, will begin escalating on the same terms as the rest of the rent payable under the Venetian Lease with annual escalation equal to the greater of 2.0% or CPI, capped at 3.0%. On July 1, 2024, the aggregate annual rent under the Venetian Lease increased by $7.3 million as a result of the first $100.0 million funding. Subsequent to quarter end, on October 1, 2024, the aggregate annual rent under the Venetian Lease increased by $10.9 million as a result of the additional $150.0 million funding that occurred during the third quarter.
We determined that the amendment to the Venetian Lease in connection with the Venetian Capital Investment represented a lease modification under ASC 842 pursuant to which we were required to reassess the lease classification. Upon reassessment, we determined that the Venetian Lease continues to meet the definition of a sales-type lease. Accordingly, since the classification remains unchanged, we modified the future minimum lease cash flows to reflect the amendment and prospectively adjusted the discount rate used to recognize income, incorporating the impact of the additional funding and related incremental rent in connection with the Venetian Capital Investment.
Real Estate Debt Originations
The following table summarizes our 2024 real estate debt origination activity to date:
(In thousands)
Investment NameMaximum Principal AmountInvestment TypeCollateral
Great Wolf Mezzanine Loan (1)
$250,000 MezzaninePortfolio of nine Great Wolf Lodge resorts across the United States
Chelsea Piers One Madison Loan10,000 Senior Secured LoanCertain equipment of the fitness club at the One Madison building in New York, New York, under development
Homefield Margaritaville Loan (2)
105,000 Senior Secured LoanMargaritaville Resort in Kansas City, Kansas, under development
Total$365,000 
____________________
(1) In connection with the Great Wolf Mezzanine Loan, the $79.5 million mezzanine loan for Great Wolf Lodge Maryland was repaid in full.
(2) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility (“Homefield”), (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports complex in Olathe, Kansas. We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction. If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple-net master lease with us.
v3.24.3
Real Estate Portfolio
9 Months Ended
Sep. 30, 2024
Real Estate [Abstract]  
Real Estate Portfolio Real Estate Portfolio
As of September 30, 2024, our real estate portfolio consisted of the following:
Investments in leases – sales-type, representing our investment in 26 casino assets leased on a triple-net basis to our tenants under ten separate lease agreements;
Investments in leases – financing receivables, representing our investment in 28 casino assets and 39 other experiential properties leased on a triple-net basis to our tenants under ten separate lease agreements;
Investments in loans and securities, representing our 16 debt investments in senior secured and mezzanine loans, preferred equity and the senior secured notes; and
Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels.
The following is a summary of the balances of our real estate portfolio as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Investments in leases – sales-type, net (1)
$23,429,732 $23,015,931 
Investments in leases – financing receivables, net (1)
18,410,105 18,211,102 
Total investments in leases, net41,839,837 41,227,033 
Investments in loans and securities, net1,550,680 1,144,177 
Land150,727 150,727 
Total real estate portfolio$43,541,244 $42,521,937 
____________________
(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective lease agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of September 30, 2024 and December 31, 2023, the estimated residual values of the leased properties under our lease agreements were $16.5 billion and $15.9 billion, respectively.
Investments in Leases
The following table details the components of our income from sales-type leases and lease financing receivables:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Income from sales-type leases – fixed rent$494,641 $478,419 $1,467,825 $1,410,692 
Income from sales-type leases – contingent rent (1)
24,050 21,793 75,927 63,269 
Income from lease financing receivables – fixed rent379,657 356,206 1,135,643 1,062,508 
Income from lease financing receivables – contingent rent (1)
3,211 2,511 9,634 7,532 
Total lease revenue901,559 858,929 2,689,029 2,544,001 
Non-cash adjustment (2)
(135,944)(131,351)(402,989)(383,735)
     Total contractual lease revenue$765,615 $727,578 $2,286,040 $2,160,266 
____________________
(1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842, which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842.
(2) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.
At September 30, 2024, minimum lease payments owed to us for each of the five succeeding years and thereafter under sales-type leases and our leases accounted for as financing receivables, are as follows:
Minimum Lease Payments (1) (2)
Investments in Leases
(In thousands)Sales-TypeFinancing Receivables
Total
2024 (remaining)$430,018 $310,046 $740,064 
20251,752,047 1,255,751 3,007,798 
20261,778,545 1,279,029 3,057,574 
20271,805,828 1,302,875 3,108,703 
20281,834,319 1,327,438 3,161,757 
20291,863,765 1,352,480 3,216,245 
Thereafter79,371,651 88,477,724 167,849,375 
Total$88,836,173 $95,305,343 $184,141,516 
Weighted Average Lease Term (2)
37.3 years48.0 years42.0 years
____________________
(1) Minimum lease payments do not include contingent rent, as discussed above, that may be received under the lease agreements.
(2) The minimum lease payments and weighted average remaining lease term includes the non-cancelable lease term and any tenant renewal options that we determined were reasonably assured, consistent with our conclusions under ASC 842 and ASC 310.
Lease Provisions
As of September 30, 2024, we owned 93 assets leased under 18 separate lease agreements with our tenants, certain of which are master lease agreements governing multiple properties and certain of which are for single assets. Our lease agreements are generally long-term in nature with initial terms ranging from 15 to 32 years and are structured with several tenant renewal options extending the term of the lease for another 5 to 30 years. All of our lease agreements provide for annual base rent escalations, which may be fixed or variable over the life of the lease. The rent escalation provisions range from providing for a flat annual increase of 1% to 2% to an annual increase of 1% in the earlier years and the greater of 2% or CPI in later years, which may be subject to a maximum CPI-based cap with respect to each annual rent increase. Additionally, certain of our lease agreements provide for a variable rent component in which a portion of the annual rent, generally ranging from 20% to 30%, is subject to adjustment based on the revenues of the underlying asset in specified periods.
The following is a summary of the material lease provisions of our leases with Caesars and MGM, our two most significant tenants (each, as may be amended from time to time, and each individually, as defined in the respective header):
($ In thousands)MGM Master LeaseCaesars Regional Master Lease and Joliet LeaseCaesars Las Vegas
Master Lease
MGM Grand/
Mandalay Bay Lease
Lease Provision
Initial term25 years18 years18 years30 years
Initial term maturity4/30/20477/31/20357/31/20352/28/2050
Renewal terms
Three, ten-year terms
Four, five-year terms
Four, five-year terms
Two, ten-year terms
Current lease year5/1/24-4/30/25
(Lease Year 3)
11/1/23 – 10/31/24
(Lease Year 7)
11/1/23 – 10/31/24
(Lease Year 7)
3/1/24 – 2/29/25 (Lease Year 5)
Current annual rent
$759,492
$728,407 (1)
$469,219
$316,070
Annual escalator (2)
Lease years 2-10 2%
Lease years 11-end of term – > 2% / change in CPI (capped at 3%)
Lease years 2-5 – 1.5%
Lease years 6-end of term – > 2.0% / change in CPI
> 2% / change in CPI
Lease years 2-15 – 2%
Lease years 16-end of term – >2% / change in CPI (capped at 3%)
Variable rent adjustment (3)
None
Year 8: 70% base rent / 30% variable rent
Years 11 & 16: 80% base rent / 20% variable rent
Years 8, 11 & 16: 80% base rent / 20% variable rent
None
Variable rent adjustment calculationNone
4% of revenue increase/decrease:
Year 8: Avg. of years 5-7 less avg. of years 0-2
Year 11: Avg. of years 8-10 less avg. of years 5-7
Year 16: Avg. of years 13-15 less avg. of years 8-10
4% of revenue increase/decrease:
Year 8: Avg. of years 5-7 less avg. of years 0-2
Year 11: Avg. of years 8-10 less avg. of years 5-7
Year 16: Avg. of years 13-15 less avg. of years 8-10
None
____________________
(1) Current annual rent with respect to the Joliet Lease is presented prior to accounting for the non-controlling interest, or rent payable, to the 20% third-party ownership of Harrah’s Joliet LandCo LLC. After adjusting for the 20% non-controlling interest, combined current annual rent under the Caesars Regional Master Lease and Joliet Lease is $719.0 million.
(2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP.
(3) Variable rent is not subject to the annual escalator.
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 their respective lease agreements:
ProvisionCaesars Regional Master Lease and Joliet LeaseCaesars Las Vegas Master LeaseMGM Grand/ Mandalay Bay LeaseVenetian Lease
All Other Gaming Leases (1)
Yearly minimum expenditure
1% of net revenues (2)
1% of net revenues (2)
3.5% of net revenues based on 5-year rolling test, 1.5% monthly reserves
2% of net revenues based on rolling three-year basis
1% of net revenues
Rolling three-year minimum
$286 million (3)
$84 million (3)
N/AN/AN/A
____________________
(1) Represents the tenants under our other gaming lease agreements not specifically outlined in the table, as specified in the respective lease agreements.
(2) The leases with Caesars require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Harrah’s Joliet and the Caesars Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.
(3) Certain tenants under our leases with Caesars, as applicable, are required to spend $380.3 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $286.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.3 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars lease in such proportion as such tenants may elect. Additionally, the tenants under the Caesars Regional Master Lease and Joliet Lease are required to expend a minimum of $531.9 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement.
Investments in Loans and Securities
The following is a summary of our investments in loans and securities as of September 30, 2024 and December 31, 2023:
($ In thousands)September 30, 2024
Investment TypePrincipal Balance
Carrying Value (1)
Future Funding Commitments (2)
Weighted Average Interest Rate (3)
Weighted Average Term (4)
Senior Secured Notes (5)
$85,000 $81,669 $— 11.0 %6.5 years
Senior Secured Loans588,257 579,700 406,451 7.9 %4.7 years
Mezzanine Loans and Preferred Equity900,777 889,311 247,432 9.4 %4.3 years
Total$1,574,034 $1,550,680 $653,883 9.0 %4.6 years
($ In thousands)December 31, 2023
Investment TypePrincipal Balance
Carrying Value (1)
Future Funding Commitments (2)
Weighted Average Interest Rate (3)
Weighted Average Term (4)
Senior Secured Notes (5)
$85,000 $73,818 $— 11.0 %7.3 years
Senior Secured Loans392,250 386,274 476,395 7.3 %5.4 years
Mezzanine Loans and Preferred Equity698,861 684,085 278,848 9.8 %4.6 years
Total$1,176,111 $1,144,177 $755,243 9.0 %5.1 years
____________________
(1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses.
(2) Our future funding commitments are subject to our borrowers’ compliance with the financial covenants and other applicable provisions of each respective loan agreement.
(3) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of September 30, 2024.
(4) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.
(5) Represents our investment in the Hard Rock Ottawa Notes, which are accounted for as held-to-maturity securities.
v3.24.3
Allowance for Credit Losses
9 Months Ended
Sep. 30, 2024
Credit Loss [Abstract]  
Allowance for Credit Losses Allowance for Credit Losses
Under ASC 326, we are required to estimate and record a non-cash allowance for current expected credit losses, or CECL allowance, related to our historical and any future investments in sales-type leases, lease financing receivables, loans and securities classified as held-to-maturity.
The following tables detail the allowance for credit losses as of September 30, 2024 and December 31, 2023:
September 30, 2024
($ In thousands)Amortized Cost
Allowance (1)
Net InvestmentAllowance as a % of Amortized Cost
Investments in leases – sales-type$24,169,942 $(740,210)$23,429,732 3.06 %
Investments in leases – financing receivables19,118,954 (708,849)18,410,105 3.71 %
Investments in loans and securities1,572,447 (21,767)1,550,680 1.38 %
Other assets – sales-type sub-leases864,343 (19,329)845,014 2.24 %
Totals$45,725,686 $(1,490,155)$44,235,531 3.26 %
December 31, 2023
($ In thousands)Amortized Cost
Allowance (1)
Net InvestmentAllowance as a % of Amortized Cost
Investments in leases – sales-type$23,717,060 $(701,129)$23,015,931 2.96 %
Investments in leases – financing receivables18,914,734 (703,632)18,211,102 3.72 %
Investments in loans and securities1,173,949 (29,772)1,144,177 2.54 %
Other assets – sales-type sub-leases866,052 (18,722)847,330 2.16 %
Totals$44,671,795 $(1,453,255)$43,218,540 3.25 %
____________________
(1) The total allowance excludes the CECL allowance for unfunded commitments of our loans and for unfunded commitments made to our tenants to fund the development and construction of improvements at our properties. As of September 30, 2024 and December 31, 2023, such allowance is $13.3 million and $19.1 million, respectively, and is recorded in Other liabilities.
The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Beginning Balance$1,534,515 $1,439,168 $1,472,386 $1,368,819 
Initial allowance from current period investments— 37,577 2,914 271,642 
Current period change in credit allowance(31,022)57,851 28,193 (105,865)
Charge-offs— — — — 
Recoveries— — — — 
Ending Balance$1,503,493 $1,534,596 $1,503,493 $1,534,596 
During the three months ended September 30, 2024, we recognized a $31.6 million decrease in our allowance for credit losses primarily driven by positive changes in the macroeconomic forecast during the current quarter and equity market performance of our tenants, both of which impact the reasonable and supportable period, or R&S Period, probability of default, or PD.
During the nine months ended September 30, 2024, we recognized a $32.3 million increase in our allowance for credit losses primarily driven by the market performance of our tenants and negative changes in the macroeconomic forecast during the period, both of which impact the R&S Period PD, as well as adjustments made to the assumptions used to project future cash flows for one of our investments.
During the three months ended September 30, 2023, we recognized a $96.0 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our property acquisition and loan origination activity of $655.7 million during such period and an increase in the R&S Period PD of our tenants and their parent guarantors as a result of their market performance.
During the nine months ended September 30, 2023, we recognized a $166.1 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our property acquisition and loan origination activity of $6.4 billion during such period and an increase in the Long-Term Period PD as a result of a standard annual update made to the Long-Term PD default study we utilize to estimate our CECL allowance. This increase was partially offset by an overall decrease in the R&S Period PD of our tenants and their parent guarantors as a result of their market performance during the nine-month period.
As of September 30, 2024 and December 31, 2023, and since our formation on October 6, 2017, all of our lease agreements and loan and security investments are current in payment of their obligations to us and no investments are on non-accrual status.
Credit Quality Indicators
We assess the credit quality of our investments through the credit ratings of the senior secured debt of the guarantors of our leases, as we believe that our lease agreements have a similar credit profile to a senior secured debt instrument. The credit quality indicators are reviewed by us on a quarterly basis as of quarter-end. In instances where the guarantor of one of our lease agreements does not have senior secured debt with a credit rating, we use either a comparable proxy company or the overall corporate credit rating, as applicable. We also use this credit rating to determine the Long-Term Period PD when estimating credit losses for each investment.
The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2024 and 2023:
September 30, 2024
(In thousands)Ba2Ba3B1B2B3
N/A (2)
Total
Investments in leases – sales-type and financing receivable, Investments in loans and securities and Other assets (1)
$4,624,219 $33,268,551 $3,719,709 $886,114 $1,329,774 $1,897,319 $45,725,686 
September 30, 2023
(In thousands)Ba2Ba3B1B2B3
N/A (2)
Total
Investments in leases – sales-type and financing receivable, Investments in loans and securities and Other assets (1)
$4,299,350 $32,877,396 $3,227,870 $880,347 $1,293,816 $913,489 $43,492,268 
____________________
(1)Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheet, rather the CECL allowance is based on our current best estimate of future funding commitments.
(2)We estimate the CECL allowance for our loan investments, and certain of our lease investments with similar credit characteristics, using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.
v3.24.3
Other Assets and Other Liabilities
9 Months Ended
Sep. 30, 2024
Other Liabilities [Abstract]  
Other Assets and Other Liabilities Other Assets and Other Liabilities
Other Assets
The following table details the components of our other assets as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Sales-type sub-leases, net (1)
$845,014 $847,330 
Property and equipment used in operations, net70,255 66,946 
Right of use assets and sub-lease right of use assets40,036 38,345 
Deferred acquisition costs16,891 10,087 
Other receivables10,278 9,660 
Debt financing costs8,784 11,332 
Tenant reimbursements receivables8,246 6,236 
Interest receivables8,101 9,351 
Deferred income taxes5,268 9,423 
Prepaid expenses5,237 4,728 
Forward-starting interest rate swaps745 1,563 
Other2,340 329 
Total other assets$1,021,195 $1,015,330 
____________________
(1) As of September 30, 2024 and December 31, 2023, sales-type sub-leases are net of $19.3 million and $18.7 million of Allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.
Other Liabilities
The following table details the components of our other liabilities as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Finance sub-lease liabilities$864,343 $866,052 
Deferred financing liabilities73,600 73,600 
Lease liabilities and sub-lease liabilities39,707 38,345 
CECL allowance for unfunded commitments13,338 19,131 
Deferred income taxes4,575 4,506 
Derivative liability3,459 11,218 
Other250 250 
Total other liabilities$999,272 $1,013,102 
v3.24.3
Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
The following tables detail our debt obligations as of September 30, 2024 and December 31, 2023:
($ In thousands)September 30, 2024
Description of DebtMaturityInterest RatePrincipal Amount
Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)
March 31, 2026
SOFR + 0.85%
$— $— 
CAD Borrowings (2)
March 31, 2026
CORRA + 0.85%
148,310 148,310 
GBP Borrowings (2)
March 31, 2026
SONIA + 0.85%
19,394 19,394 
MGM Grand/Mandalay Bay CMBS DebtMarch 5, 2032
3.558%
3,000,000 2,793,787 
2025 Maturities
3.500% Notes
February 15, 20253.500%750,000 749,130 
4.375% Notes
May 15, 20254.375%500,000 499,030 
4.625% Notes
June 15, 20254.625%800,000 795,449 
2026 Maturities
4.500% Notes
September 1, 20264.500%500,000 490,274 
4.250% Notes
December 1, 20264.250%1,250,000 1,243,819 
2027 Maturities
5.750% Notes
February 1, 20275.750%750,000 755,140 
3.750% Notes
February 15, 20273.750%750,000 746,024 
2028 Maturities
4.500% Notes
January 15, 20284.500%350,000 341,581 
4.750% Notes
February 15, 2028
4.516% (3)
1,250,000 1,241,481 
2029 Maturities
3.875% Notes
February 15, 20293.875%750,000 699,937 
4.625% Notes
December 1, 20294.625%1,000,000 991,732 
2030 Maturities
4.950% Notes
February 15, 2030
4.541% (3)
1,000,000 990,646 
4.125% Notes
August 15, 20304.125%1,000,000 991,239 
2032 Maturities
5.125% Notes
May 15, 2032
3.980% (3)
1,500,000 1,484,366 
2034 Maturities
5.750% Notes
April 1, 2034
5.694% (3)
550,000 540,671 
2052 Maturities
5.625% Notes
May 15, 20525.625%750,000 736,224 
2054 Maturities
6.125% Notes
April 1, 2054
6.125%
500,000 485,350 
Total Debt
4.358% (4)
$17,117,704 $16,743,584 
($ In thousands)December 31, 2023
Description of Debt
Maturity
Interest RatePrincipal Amount
Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)
March 31, 2026
SOFR + 1.05%
$— $— 
CAD Borrowings (2)
March 31, 2026
CDOR + 1.05%
162,346 162,346 
GBP Borrowings (2)
March 31, 2026
SONIA + 1.05%
11,458 11,458 
MGM Grand/Mandalay Bay CMBS DebtMarch 5, 20323.56%3,000,000 2,773,758 
2024 Maturities
5.625% Notes
May 1, 20245.625%1,050,000 1,051,280 
2025 Maturities
3.500% Notes
February 15, 20253.500%750,000 747,364 
4.375% Notes
May 15, 20254.375%500,000 497,864 
4.625% Notes
June 15, 20254.625%800,000 790,641 
2026 Maturities
4.500% Notes
September 1, 20264.500%500,000 486,520 
4.250% Notes
December 1, 20264.250%1,250,000 1,241,678 
2027 Maturities
5.750% Notes
February 1, 20275.750%750,000 756,800 
3.750% Notes
February 15, 20273.750%750,000 744,762 
2028 Maturities
4.500% Notes
January 15, 20284.500%350,000 339,689 
4.750% Notes
February 15, 2028
4.516% (3)
1,250,000 1,239,594 
2029 Maturities
3.875% Notes
February 15, 20293.875%750,000 691,692 
4.625% Notes
December 1, 20294.625%1,000,000 990,531 
2030 Maturities
4.950% Notes
February 15, 2030
4.541% (3)
1,000,000 989,347 
4.125% Notes
August 15, 20304.125%1,000,000 990,111 
2032 Maturities
5.125% Notes
May 15, 2032
3.980% (3)
1,500,000 1,482,836 
2052 Maturities
5.625% Notes
May 15, 20525.625%750,000 735,854 
Total Debt
4.351% (4)
$17,123,804 $16,724,125 
____________________
(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.
(2)Borrowings under the Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or Canadian Overnight Repo Rate Average (“CORRA”) or Sterling Overnight Index Average (“SONIA”), as applicable), depending on our credit ratings and total leverage ratio with an additional 0.10% adjustment for SOFR term loans and 0.29547% for CORRA daily simple loans, as applicable. Additionally, the commitment fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, depending on our credit ratings and total leverage ratio. For the three and nine months ended September 30, 2024, the commitment fee for the Revolving Credit Facility averaged 0.200% and 0.220%, respectively.
(3)Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 – Derivatives). The contractual interest rates on the April 2022 Notes (as defined below) maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively, and the contractual interest rate on the March 2024 Notes (as defined below) maturing 2034 is 5.750%.
(4)The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps (as further described in Note 8 – Derivatives), as applicable. The contractual weighted average interest rate as of September 30, 2024, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.50%.
The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2024:
(In thousands)Future Minimum Principal Payments
2024 (remaining)$— 
20252,050,000 
20261,917,704 
20271,500,000 
20281,600,000 
20291,750,000 
Thereafter8,300,000 
Total minimum principal payments$17,117,704 
Senior Unsecured Notes
As set forth in the above table, our outstanding senior unsecured notes consist of (i) $2.25 billion aggregate principal amount of Senior Notes issued on November 26, 2019 (the “November 2019 Notes”), (ii) $2.5 billion aggregate principal amount of Senior Notes issued on February 5, 2020 (the “February 2020 Notes”), (iii) $5.0 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $3.1 billion aggregate principal amount of Senior Notes issued on April 29, 2022, in each case issued by VICI LP and VICI Note Co. Inc. (the “Exchange Notes”), (v) approximately $64.2 million aggregate principal amount of Senior Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer (the “MGP OP Notes”) and remain outstanding following the issuance of the Exchange Notes pursuant to the exchange offer and consent solicitation for the then-outstanding MGP OP Notes, which settled in connection with the completion of our acquisition of MGP on April 29, 2022, and (vi) $1.05 billion aggregate principal amount of Senior Notes issued on March 18, 2024 (the “March 2024 Notes”), comprised of (a) $550.0 million aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034, and (b) $500.0 million aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054. We used the net proceeds of the March 2024 Notes to redeem our then-outstanding (i) $1,024.2 million in aggregate principal amount of the 5.625% Senior Notes due 2024, and (ii) $25.8 million in aggregate principal amount of the 5.625% MGP OP Notes due 2024. The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, and March 2024 Notes are collectively referred to as the “Senior Unsecured Notes”.
Subject to the terms and conditions of the respective indentures, each series of Senior Unsecured Notes is redeemable at our option, in whole or in part, at any time for a specified period prior to the maturity date of such series at the redemption prices set forth in the respective indenture governing such series. In addition, we may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.
Guarantee and Financial Covenants
None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes, the April 2022 Notes and the March 2024 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement (as defined below), and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes.
Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the Trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to certain of the restrictive covenants under such indentures, but are subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the November 2019 Notes, February 2020 Notes and Exchange Notes are no longer rated investment grade by at least two of S&P, Moody’s
and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.
The indenture governing the April 2022 Notes and March 2024 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and limit VICI LP’s ability to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.
Unsecured Credit Facilities
On February 8, 2022, we entered into a credit agreement by and among VICI LP, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time (“Credit Agreement”), providing for a revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (“Revolving Credit Facility”).
The Revolving Credit Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of an extension fee of 0.0625% on the extended commitments. Additionally, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. On July 15, 2022, the Credit Agreement was amended pursuant to a First Amendment among VICI LP and the lenders party thereto, in order to permit borrowings under the Revolving Credit Facility in certain foreign currencies in an aggregate principal amount of up to the equivalent of $1.25 billion. On August 4, 2023, the Credit Agreement was amended pursuant to a Second Amendment among VICI LP and the lenders party thereto, in order to replace certain of the participating lenders. On June 17, 2024, the Credit Agreement was amended pursuant to a Third Amendment among VICI LP and the lenders party thereto, in order to effectuate appropriate references to CORRA as the applicable reference rate with respect to Canadian dollar borrowings under the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility will bear interest, at VICI LP’s option, at a benchmark rate based on SOFR (or CORRA for Canadian dollars or SONIA for Sterling) (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate (or Canadian prime rate for Canadian dollars) plus a margin ranging from 0.00% to 0.325%, in each case, with the actual margin determined according to VICI LP’s debt ratings and total leverage ratio. The base rate is the highest of (i) the prime rate of interest last quoted by the Wall Street Journal in the U.S. then in effect, (ii) the NYFRB rate from time to time plus 0.5% and (iii) the SOFR rate for a one-month interest period plus 1.0%, subject in each case to a floor of 1.0%. The Canadian prime rate is the highest of (i) the PRIMCAN Index rate and (ii) the average rate for thirty-day Canadian Dollar bankers’ acceptance quoted by Reuters plus 1.0%, subject in each case to a floor of 1.0%. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.15% to 0.375% (depending on VICI LP’s debt rating and total leverage ratio) of total revolving commitments.
Pursuant to the terms of the Credit Agreement, VICI LP is subject to, among other things, customary covenants and the maintenance of various financial covenants. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company’s debt.
As of September 30, 2024, we had C$200.0 million and £14.5 million outstanding on the Revolving Credit Facility in connection with our Canadian and United Kingdom foreign currency transactions, respectively.
MGM Grand/Mandalay Bay CMBS Debt
On January 9, 2023, as a result of our acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (“MGM Grand/Mandalay Bay JV Interest Acquisition”), we consolidated the assets and liabilities of the MGM Grand/Mandalay Bay JV, which includes the $3.0 billion in principal amount of outstanding CMBS debt (the “MGM Grand/ Mandalay Bay CMBS Debt”). The MGM Grand/Mandalay Bay CMBS Debt was originally incurred on February 14, 2020 pursuant to a loan agreement (as amended from time to time, the “MGM Grand/Mandalay Bay CMBS Loan Agreement”), and is secured primarily by mortgages on certain affiliates of the MGM Grand/Mandalay Bay JV’s fee interest in the real estate assets related to the MGM Grand Las Vegas and the Mandalay Bay Resort and Casino. The MGM Grand/Mandalay Bay CMBS Debt matures in March 2032 and bears interest at 3.558% per annum until March 2030 at which time the rate can change in accordance with the terms of the MGM Grand Mandalay Bay CMBS Loan Agreement until maturity. The MGM Grand/Mandalay Bay CMBS Loan Agreement contains certain customary affirmative and negative covenants and events of default, including, among other things, restrictions on the ability of the MGM Grand/Mandalay Bay JV and certain of its affiliates to
incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay JV to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings.
Financial Covenants
As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain assets 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 September 30, 2024, we were in compliance with all financial covenants under our debt obligations.
v3.24.3
Derivatives
9 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives Derivatives
The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of September 30, 2024 and December 31, 2023. During the quarter ended September 30, 2024, we entered into eight forward-starting interest rate swap agreements for an aggregate notional amount of $400.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in 2025.
($ In thousands)September 30, 2024
InstrumentNumber of InstrumentsFixed RateNotionalIndexMaturity
Forward-starting interest rate swap63.3072%$300,000 USD SOFR-COMPOUNDDecember 10, 2031
Forward-starting interest rate swap13.6170%50,000 USD SOFR-COMPOUNDMay 14, 2032
Forward-starting interest rate swap13.2280%50,000 USD SOFR-COMPOUNDMarch 27, 2035
($ In thousands)December 31, 2023
InstrumentNumber of InstrumentsFixed RateNotionalIndexMaturity
Forward-starting interest rate swap73.6685%$500,000 USD SOFR-COMPOUNDMarch 6, 2034
Forward-Starting Derivatives
We have entered into, and subsequently settled, the following forward-starting derivatives and U.S. Treasury Rate Lock agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of the respective senior unsecured notes. In each case, the derivatives were designated as cash-flow hedges and, accordingly, the unrealized gain in Accumulated other comprehensive income is amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense.
In connection with our March 2024 Notes offering, we entered into seven forward-starting interest rate swap agreements for a total aggregate notional amount of $500.0 million, which we settled in March 2024 for total net proceeds of $2.8 million.
In connection with our April 2022 Notes offering, we entered into five forward-starting interest rate swap agreements with an aggregate notional amount of $2.5 billion and two U.S. Treasury Rate Lock agreements with an aggregate notional amount of $500.0 million, which we settled in April 2022 for total net proceeds of $206.8 million.
The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Unrealized (loss) gain recorded in other comprehensive income$(2,714)$20,109 $9,768 $20,289 
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks(6,100)(6,037)(18,530)(18,111)
Net Investment Hedges
In connection with our foreign transactions in Canada and the United Kingdom, we currently have C$200.0 million and £14.5 million, respectively, outstanding on the Revolving Credit Facility, which funds were used to reduce the impact of exchange rate variations associated with our investments, and, accordingly, have been designated as a hedge of the net investment in such entities. As non-derivative net investment hedges, the impact of changes in foreign currency exchange rates on the principal balances are recognized as a cumulative translation adjustment within accumulated other comprehensive income. For the three and nine months ended September 30, 2024, we recognized $2.4 million in unrealized losses and $2.4 million in unrealized gains, respectively, related to such net investment hedges, and for the three and nine months ended September 30, 2023, we recognized $2.9 million and $1.7 million, respectively, in unrealized losses related to such net investment hedges, which were recorded as a component of Foreign currency translation adjustments in the Statement of Operations.
v3.24.3
Fair Value
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Fair Value
The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.
September 30, 2024
(In thousands)Fair Value
Carrying AmountLevel 1Level 2Level 3
Financial assets:
Derivative instruments – forward-starting interest rate swaps (1)
$745 $— $745 $— 
Financial liabilities:
Derivative instruments - forward-starting interest rate swaps (1)
$3,459 $— $3,459 $— 
December 31, 2023
(In thousands)Fair Value
Carrying AmountLevel 1Level 2Level 3
Financial assets:
Derivative instruments – forward-starting interest rate swaps (1)
$1,563 $— $1,563 $— 
Financial liabilities:
Derivative instruments - forward-starting interest rate swaps (1)
$11,218 $— $11,218 $— 
___________________
(1) 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 September 30, 2024 and December 31, 2023 for which fair value is only disclosed are as follows:
September 30, 2024December 31, 2023
(In thousands)Carrying AmountFair ValueCarrying AmountFair Value
Financial assets:
Investments in leases – financing receivables (1)
$18,410,105 $17,769,698 $18,211,102 $17,717,435 
Investments in loans and securities (2)
1,550,680 1,461,516 1,144,177 1,060,249 
Cash and cash equivalents355,667 355,667 522,574 522,574 
Financial liabilities:
Debt (3)
Revolving Credit Facility167,704 167,704 173,804 173,804 
MGM Grand/Mandalay Bay CMBS Debt2,793,787 2,775,600 2,773,758 2,627,984 
Senior Unsecured Notes13,782,093 13,864,637 13,776,563 13,469,176 
____________________
(1)Represents our asset acquisitions structured as sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. Except as noted below, the fair value of these assets is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. In relation to the master lease agreement for the Bowlero portfolio and the lease agreement for Chelsea Piers, given the proximity of the date of our investment to the date of the Financial Statements, we determined that the fair value materially approximates the purchase price of the acquisition of these financial assets.
(2)The fair value of investments in loans is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. The fair value of our senior secured notes 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.
(3)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.
v3.24.3
Commitments and Contingent Liabilities
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingent Liabilities 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 September 30, 2024, 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.
Lease Commitments
Operating Lease Commitments. We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and has three 10-year extension options, and (ii) our corporate headquarters in New York, NY, which expires in 2035 and has one five-year renewal option.
Sub-Lease Commitments. Certain of our acquisitions necessitate that we assume, as the lessee, ground and use leases that are integral to the operations of the property, the cost of which is passed to our tenants through our lease agreements, which require the tenants to pay all costs associated with such ground and use leases and provide for their direct payment to the landlord.
We have determined we are the primary obligor of certain of such ground and use leases and, accordingly, have presented these leases on a gross basis on our Balance Sheet and Statement of Operations.
For the ground and use leases determined to be operating leases, we recorded a sub-lease right-of-use assets in Other assets and sub-lease liabilities in Other liabilities. For ground and lease uses determined to be finance leases, we recorded a sales-type sub-lease in Other assets and finance sub-lease liability in Other liabilities.
The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Others assets (operating lease and sub-leases right-of-use assets)$40,036 $38,345 
Other liabilities (operating lease and sub-lease liabilities)39,707 38,345 
Others assets (sales-type sub-leases, net) (1)
845,014 847,330 
Other liabilities (finance sub-lease liabilities)864,343 866,052 
___________________
(1) As of September 30, 2024 and December 31, 2023, sales-type sub-leases are net of $19.3 million and $18.7 million of allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.
Total rental expense for operating lease commitments and total rental income and rental expense for operating and Finance sub-lease commitments and contractual rent expense under these agreements were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Operating leases
Rental expense (1)
$631 $508 $1,705 $1,515 
Contractual rent254 483 1,109 1,438 
Operating sub-leases
Rental income and expense (2)
1,712 1,712 5,137 5,137 
Contractual rent1,699 1,650 5,064 4,918 
Finance sub-leases
Rental income and expense (2)
16,003 14,490 48,026 43,349 
Contractual rent17,757 15,925 49,266 44,488 
___________________
(1) Total rental expense is included in golf operations and general and administrative expenses in our Statement of Operations.
(2) Total rental income and rental expense for operating and finance sub-lease commitments are presented gross and included in Other income and Other expenses in our Statement of Operations.
The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases and ground and use sub-leases at September 30, 2024 are as follows:
(In thousands)Operating Lease CommitmentsOperating Sub-Lease CommitmentsFinancing Sub-Lease Commitments
2024 (remaining)$249 $1,489 $15,838 
20251,082 5,129 65,269 
20262,772 3,934 65,269 
20271,921 4,009 65,269 
20282,813 3,034 65,333 
20291,921 2,094 65,900 
Thereafter20,825 — 2,695,542 
Total minimum lease commitments$31,583 $19,689 $3,038,420 
Discounting factor10,371 1,194 2,174,077 
Lease liability$21,212 $18,495 $864,343 
Discount rates (1)
5.3% – 7.0%
2.6% – 2.9%
5.6% – 8.3%
Weighted average remaining lease term12.5 years4.3 years51.9 years
____________________
(1) The discount rates for the leases were determined based on the yield of our then current secured borrowings, adjusted to match borrowings of similar terms.
v3.24.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Stock
Authorized
As of September 30, 2024, we have the authority to issue 1,400,000,000 shares of stock, consisting of 1,350,000,000 shares of common stock, $0.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share.
Public Offerings
From time to time, we offer shares of our common stock through public offerings registered with the SEC. In connection with such offerings, we may issue and sell the offered shares of common stock upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the shares of common stock sold in such public offerings, pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms.
Marketed Forward Offerings
The following table summarizes our marketed public offering activity subject to forward sale agreements during the three and nine months ended September 30, 2023. There was no marketed public forward offering activity during the three and nine months ended September 30, 2024.
($ In thousands, except share and per share data)
Effective Date (1)
Total Shares Sold (2)
Public Offering Price Per ShareAggregate Offering ValueInitial Forward Sale Price Per ShareInitial Net Value
2023
January 2023 OfferingJanuary 18, 202330,302,500 $33.00 $1,000,000 $31.85 $964,400 
___________________
(1)All forward sale agreements require settlement within one year of the Effective Date.
(2)The amounts are inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock.

As of September 30, 2024, we did not have any shares outstanding from our marketed public forward offerings subject to forward sale agreements. Refer to “At-the-Market Offering Program” below for information regarding the share activity and shares outstanding under our ATM Program (as defined below). Refer to “Forward Settlement Activity” below for information regarding the settlement of the forward offerings.
We did not receive any proceeds from the sale of shares at the time we entered into the forward sale agreement. We determined that the forward sale agreement meets the criteria for equity classification and, therefore, is exempt from derivative accounting. We recorded the forward sale agreement at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.
At-the-Market Offering Program
On May 6, 2024, we entered into an equity distribution agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $2.0 billion of our common stock and concurrently terminated our previous equity distribution agreement (collectively under both equity distribution agreements, the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program 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. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale agreements. Actual sales under the ATM Program 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.
The following table summarizes our activity under the ATM Program during the nine months ended September 30, 2024 and 2023, all of which were sold subject to forward sale agreements, which we refer to as ATM forward sale agreements.
(In thousands, except share and per share data)Number of SharesWeighted Average Share PriceAggregate ValueNet Forward Sales Price Per ShareAggregate Net Value
June 2023 ATM Forward Sale Agreement327,306 $32.36 $10,600 $31.71 $10,400 
July 2023 ATM Forward Sale Agreement271,071 32.13 8,709 31.81 8,624 
September 2023 ATM Forward Sale Agreement7,572,281 30.85 233,577 30.26 229,129 
January 2024 ATM Forward Sale Agreement 9,662,116 31.61 $305,466 31.30 302,411 
September 2024 ATM Forward Sale Agreement1,996,483 33.82 $67,516 33.10 66,091 
We did not receive any proceeds from the sale of shares at the time we entered into each of the ATM forward sale agreements. We determined that the ATM forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the ATM 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.
As of September 30, 2024, we had approximately 20.9 million forward shares remaining to be settled under our ATM Program. The net forward sales price per share of forward shares sold under the ATM Program was $30.22 and would result in us receiving approximately $630.2 million in net cash proceeds if we were to physically settle the shares. Alternatively, if we were to cash settle the shares under the ATM forward sale agreements, it would result in a cash inflow of $64.4 million, or, if we were to net share settle the shares under the ATM forward sale agreements, it would result in us receiving approximately 1,933,443 shares of common stock.
Forward Settlement Activity
The following table summarizes our settlement activity of the outstanding forward shares under our marketed public offerings and the ATM Program during the nine months ended September 30, 2024 and 2023. Subsequent to quarter-end, on October 1, 2024, we physically settled 7,000,000 forward shares under an ATM forward sale agreement in exchange for total net settlement proceeds of approximately $200.9 million.
($ In thousands, except share data)Settlement DateSettlement TypeNumber of Shares SettledTotal Net Proceeds Upon Settlement
2024
ATM Forward SharesJuly 1, 2024Physical4,000,000 $115,231 
2023
November 2022 Forward Sale AgreementsJanuary 6, 2023Physical18,975,000 $575,600 
ATM Forward SharesVariousPhysical21,617,592 696,643 
January 2023 OfferingVariousPhysical30,302,500 960,500 
Common Stock Outstanding
The following table details the issuance of outstanding shares of common stock, including restricted common stock:
Nine Months Ended September 30,
Common Stock Outstanding20242023
Beginning Balance January 1,1,042,702,763 963,096,563 
Issuance of common stock upon physical settlement of forward sale agreements4,000,000 53,192,592 
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures469,718 538,728 
Ending Balance September 30,
1,047,172,481 1,016,827,883 
Distributions
Dividends declared (on a per share basis) during the nine months ended September 30, 2024 and 2023 were as follows:
Nine Months Ended September 30, 2024
Declaration DateRecord DatePayment DatePeriodDividend
March 7, 2024March 21, 2024April 4, 2024January 1, 2024 – March 31, 2024$0.4150 
June 7, 2024June 18, 2024July 3, 2024April 1, 2024 – June 30, 2024$0.4150 
September 5, 2024September 18, 2024October 3, 2024July 1, 2024 – September 30, 2024$0.4325 
Nine Months Ended September 30, 2023
Declaration DateRecord DatePayment DatePeriodDividend
March 9, 2023March 23, 2023April 6, 2023January 1, 2023 – March 31, 2023$0.3900 
June 8, 2023June 22, 2023July 6, 2023April 1, 2023 – June 30, 2023$0.3900 
September 7, 2023September 21, 2023October 5, 2023July 1, 2023 – September 30, 2023$0.4150 
v3.24.3
Earnings Per Share and Earnings Per Unit
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share and Earnings Per Unit Earnings Per Share and Earnings Per Unit
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. 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 any outstanding forward sale agreements for the period such dilutive security is outstanding. The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 11 – Stockholder’s Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement).
The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Determination of shares: 
Weighted-average shares of common stock outstanding1,046,627 1,012,987 1,043,922 1,007,110 
Assumed conversion of restricted stock681 603 467 790 
Assumed settlement of forward sale agreements1,031 — 508 537 
Diluted weighted-average shares of common stock outstanding1,048,338 1,013,590 1,044,897 1,008,437 
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share data)2024202320242023
Basic:
Net income attributable to common stockholders$732,898 $556,329 $2,064,216 $1,765,771 
Weighted-average shares of common stock outstanding1,046,627 1,012,987 1,043,922 1,007,110 
Basic EPS$0.70 $0.55 $1.98 $1.75 
 
Diluted:
Net income attributable to common stockholders$732,898 $556,329 $2,064,216 $1,765,771 
Diluted weighted-average shares of common stock outstanding1,048,338 1,013,590 1,044,897 1,008,437 
Diluted EPS$0.70 $0.55 $1.98 $1.75 
Earnings Per Unit
The following section presents the basic earnings per unit (“EPU”) and diluted EPU of VICI OP, our operating partnership and the direct parent and 100% interest holder in VICI LP. VICI LP’s interests are not expressed in units. However, given that VICI OP has a unit ownership structure and the financial information of VICI OP is substantially identical with that of VICI LP, we have elected to present the EPU of VICI OP. Basic EPU is computed by dividing net income attributable to partners’ capital by the weighted-average number of units outstanding during the period. In accordance with the VICI OP limited liability company agreement, for each share of common stock issued at VICI, a corresponding unit is issued by VICI OP. Accordingly, diluted EPU reflects the additional dilution for all potentially dilutive units resulting from potentially dilutive VICI stock issuances, such as options, unvested restricted stock awards, unvested performance-based restricted stock unit awards and units to be issued by us upon settlement of any outstanding forward sale agreements of VICI for the period such dilutive security is outstanding. The units issuable upon settlement of any outstanding forward sale agreements of VICI are reflected in the diluted EPU calculations using the treasury stock method for the period outstanding prior to settlement. Under this method, the number of units used in calculating diluted EPU is deemed to be increased by the excess, if any, of the number of units that would be issued upon full physical settlement of the units under any outstanding forward sale agreements for the period prior to settlement over the number of shares of VICI common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to settlement). Upon VICI’s physical settlement of the shares of VICI common stock under the outstanding forward sale agreement, the delivery of shares of VICI common stock resulted in an increase in the number of VICI OP Units outstanding and resulting dilution to EPU.
The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the weighted-average units outstanding used in the calculation of diluted EPU:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Determination of units:
Weighted-average units outstanding1,058,858 1,025,218 1,056,153 1,019,341 
Assumed conversion of VICI restricted stock681 603 467 790 
Assumed settlement of VICI forward sale agreements1,031 — 508 537 
Diluted weighted-average units outstanding1,060,570 1,025,821 1,057,129 1,020,669 
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share data)2024202320242023
Basic:
Net income attributable to partners$741,519 $562,350 $2,081,840 $1,779,908 
Weighted-average units outstanding1,058,858 1,025,218 1,056,153 1,019,341 
Basic EPU$0.70 $0.55 $1.97 $1.75 
 
Diluted:
Net income attributable to partners$741,519 $562,350 $2,081,840 $1,779,908 
Weighted-average units outstanding1,060,570 1,025,821 1,057,129 1,020,669 
Diluted EPU$0.70 $0.55 $1.97 $1.74 
v3.24.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. The Plan 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 September 30, 2024, approximately 9.6 million 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
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Stock-based compensation expense$4,601 $4,019 $12,973 $11,517 
The following table details the activity of our time-based restricted stock and performance-based restricted stock units:
Nine Months Ended September 30, 2024
Incentive and Time-Based Restricted StockPerformance-Based Restricted Stock Units
SharesWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period472,635 $27.44 765,582 $28.28 
Granted286,894 23.88 531,268 27.32 
Vested(175,262)29.73 (243,615)34.27 
Forfeited(54,900)29.91 (141,052)32.16 
Canceled— — — — 
Outstanding at end of period529,367 $24.50 912,183 $25.52 
Nine Months Ended September 30, 2023
Incentive and Time-Based Restricted StockPerformance-Based Restricted Stock Units
SharesWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period507,339 $27.47 769,589 $22.88 
Granted208,179 28.46 474,867 28.59 
Vested(210,165)28.12 (363,267)19.90 
Forfeited(32,718)28.44 (115,607)19.90 
Canceled— — — — 
Outstanding at end of period472,635 $27.55 765,582 $28.28 
As of September 30, 2024, there was $22.7 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.8 years.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 732,898 $ 556,329 $ 2,064,216 $ 1,765,771
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying 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 Financial Statements, including the notes thereto, are unaudited and condense or 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 Financial Statements and related notes should be read in conjunction with our audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K, as updated from time to time in our other filings with the SEC.
Reclassifications All adjustments considered necessary for a fair statement of results for the interim period have been included and are of a normal and recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation.
Use of Estimates
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 materially from these estimates.
Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Principles of Consolidation and Non-controlling Interest
Principles of Consolidation
The accompanying Financial Statements include our accounts and the accounts of VICI LP, and the subsidiaries in which we or VICI LP has a controlling interest. All intercompany account balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities for which we or one of our consolidated subsidiaries is the primary beneficiary.
Non-controlling Interests
We present non-controlling interests and classify such interests as a component of consolidated stockholders’ equity or partners’ capital, separate from VICI stockholders’ equity and VICI LP partners’ capital. As of September 30, 2024, VICI’s non-controlling interests were comprised of (i) approximately 1.2% third-party ownership of VICI OP in the form of a limited liability company interest in VICI OP (“VICI OP Units”), (ii) 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 lease agreement with Caesars Entertainment, Inc. (together with, as the context requires, its subsidiaries, “Caesars”) for such facility (the “Joliet Lease”) and (iii) a minority third-party equity interest, in the form of Class A Units, of VICI Bowl HoldCo LLC (“Bowlero OP Units”), the entity that owns the portfolio of bowling entertainment centers leased to Bowlero Corp. (“Bowlero”) and is the lessor under the related Bowlero master lease agreement, which interest entitles the non-controlling interest holder to a preferred return that currently approximates 4% of the entity’s cash flows.
VICI LP’s non-controlling interests are the third-party ownership interests in Harrah’s Joliet LandCo LLC and VICI Bowl HoldCo LLC referenced above.
Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash
Cash consists of cash-on-hand and cash-in-bank. Highly liquid investments with an original maturity of three months or less from the date of purchase are considered cash equivalents and are carried at cost, which approximates fair value. As of September 30, 2024 and December 31, 2023, we did not have any restricted cash.
Short-Term Investments
Short-Term Investments
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.
We may 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 180 days and are accounted for as available for sale securities. Interest on our short-term investments is recognized as interest income in our Statement of Operations.
Purchase Price Accounting
Purchase Price Accounting
We assess all of our property acquisitions under ASC 805 “Business Combinations” (“ASC 805”) to determine if such acquisitions should be accounted for as a business combination or an asset acquisition. Under ASC 805, an acquisition does not qualify as a business combination when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets, (ii) the acquisition does not include a substantive process in the form of an acquired workforce, or (iii) the acquisition does not include an acquired contract that cannot be replaced without significant cost, effort or delay. Generally, and to date, all of our acquisitions have been determined to be asset acquisitions and, in accordance with ASC 805-50, all applicable transaction costs are capitalized as part of the purchase price of the acquisition.
We allocate the purchase price, including the costs incurred to acquire the assets, to the identifiable assets acquired and liabilities assumed, as applicable, using their relative fair value. Generally, the assets acquired are comprised of land, building and site improvements and in certain instances, such as our acquisition of MGM Growth Properties LLC (“MGP”) and the acquisition of the joint venture that holds the real estate assets of MGM Grand Las Vegas and Mandalay Bay (“MGM Grand/Mandalay Bay JV”), existing leases and/or debt. Further, since all the components of our leases are classified as sales-type leases or financing receivables, as further described below, the assets acquired are transferred into the net investment in lease or financing receivable, as applicable.
Investments in Leases - Sales-type and Financing Receivables, Net, Lease Term and Income from Leases and Lease Financing Receivables
Investments in Leases - Sales-type, Net
We account for our investments in leases under ASC 842 “Leases” (“ASC 842”). 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 each lease component of the property, generally comprised of land and building, to determine the classification. 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. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long-term nature of our leases, the land and building components of an investment generally have the same lease classification.
Investments in Leases - Financing Receivables, Net
In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a lease classified as a sales-type lease (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred to us. As a result, we do not recognize the net investment in the lease but instead recognize a financial asset in accordance with ASC 310 “Receivables” (“ASC 310”); however, the accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales-type under ASC 842.
Lease Term
We assess the noncancelable lease term under ASC 842, which includes any reasonably certain renewal periods. All of our lease agreements provide for an initial term, with one or more tenant renewal options.
In relation to our gaming assets and certain other irreplaceable real estate, we generally conclude that the lease term includes all of the periods covered by extension options as it is reasonably certain our tenants will renew the lease agreements. In these situations, we believe our tenants are economically compelled to renew the lease agreements due to the importance of our real estate to the operation of their business, the significant capital they have invested and are required to invest in our properties under the terms of the lease agreements and the lack of suitable replacement assets.
Income from Leases and Lease Financing Receivables
We recognize the related income from our sales-type leases and lease financing receivables 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 sales-type leases and lease financing receivables will not equal income from our lease agreements. Rather, a portion of the cash rent we receive is recorded as Income from sales-type leases or Income from lease financing receivables, loans and securities, as applicable, in our Statement of Operations and a portion is recorded as a change to Investments in leases - sales-type, net or Investments in leases - financing receivables, net, as applicable.
Initial direct costs incurred in connection with entering into investments classified as sales-type leases are included in the balance of the net investment in lease. 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.
Loan origination fees and costs incurred in connection with entering into investments classified as lease financing receivables are included in the balance of the net investment and such amounts will be recognized as a reduction to Income from investments in loans and lease financing receivables over the life of the lease using the effective interest method.
Investments in Loans and Securities, net
Investments in Loans and Securities, net
Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and net of allowances for credit losses. Income is recognized on an effective interest basis at a constant rate of return over the life of the related loan.
We classify our investments in securities on the date of acquisition of the investment as either trading, available-for-sale or held-to-maturity. We classify our debt securities as held-to-maturity, as we have the intent and ability to hold this security until maturity, the accounting of which is materially consistent with that of our Investments in loans.
Allowance for Credit Losses
Allowance for Credit Losses
ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”) requires that we measure and record current expected credit losses (“CECL”) for the majority of our investments, the scope of which includes our Investments in leases - sales-type, Investments in leases - financing receivables and Investments in loans and securities.
Investments in Leases
In relation to our lease portfolio, we have elected to use a discounted cash flow model to estimate the allowance for credit losses, or CECL allowance, for our Investments in leases - sales-type and Investments in leases - financing receivables, which comprise the substantial majority of our CECL allowance. This model requires us to develop cash flows which project estimated credit losses over the life of the lease and discount these cash flows at the asset’s effective interest rate. We then record a CECL allowance equal to the difference between the amortized cost basis of the asset and the present value of the expected credit loss cash flows.
Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our tenants and their parent guarantors, as applicable, over the life of each individual lease. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and their parent guarantors, as applicable. The PD and LGD are estimated during a reasonable and supportable period for which we believe we are able to estimate future economic conditions (the “R&S Period”) and a long-term period for which we revert to long-term historical averages (the “Long-Term Period”). The PD and LGD estimates for the R&S Period are developed using the current financial condition of the tenant and parent guarantor, as applicable, and applied to a projection of economic conditions over a two-year term. The PD and LGD for the Long-Term Period are estimated using the average historical default rates and historical loss rates, respectively, of public companies over approximately the past 40 years that have similar credit profiles or characteristics to our tenants and their parent guarantors, as applicable. We are unable to use our historical data to estimate losses as we have no loss history to date.
Investments in Loans
In relation to our loan portfolio, we engage a nationally recognized data analytics firm to provide loan level market data and a forward-looking commercial real estate loss forecasting tool. The credit loss model generates the PD and LGD using sub-market loan-level data and the estimated fair value of collateral to generate net operating income and forecast the expected loss for each loan.
Unfunded Commitments
We are required to estimate a CECL allowance related to contractual commitments to extend credit, such as future funding commitments under a revolving credit facility, delayed draw term loan, construction loan or through commitments made to our tenants to fund the development and construction of improvements at our properties. We estimate the amount that we will fund for each contractual commitment based on (i) discussions with our borrowers and tenants, (ii) our borrowers’ and tenants’ business plans and financial condition and (iii) other relevant factors. Based on these considerations, we apply a CECL allowance to the estimated amount of credit we expect to extend. The CECL allowance for unfunded commitments is calculated using the same methodology as the allowance for the respective investments subject to the CECL model. The CECL allowance related to these future commitments is recorded as a component of Other liabilities on our Balance Sheets.
Presentation
The initial CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities and Sales-type sub-leases (included in Other assets) on our Balance Sheets. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Statement of Operations for the relevant period. Finally, each time we make a new investment in an asset subject to ASC 326, we are required to record an initial CECL allowance for such asset, which results in a non-cash charge to the Statement of Operations for the relevant period.
Write-offs of our investments in leases and loans are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries of amounts previously written off are recorded when received. There were no charge-offs or recoveries for the three and nine months ended September 30, 2024 and 2023.
Foreign Currency Translation and Remeasurement
Foreign Currency Translation and Remeasurement
Our investments in our Canadian gaming assets and certain of our loans are denominated in foreign currencies and, accordingly, we translate the financial statements of the subsidiaries that own such assets into U.S. Dollars (“USD” or “US$”) when we consolidate their financial results and position. Generally, assets and liabilities are translated at the exchange rate in effect at the date of the Balance Sheet and the resulting translation adjustments are included in Accumulated other comprehensive income in the Balance Sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income Statement accounts are translated using the average exchange rate for the period.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is denominated in foreign currencies, which is neither our nor our consolidated subsidiaries’ functional currency of USD. When the debt and related operating receivables and/or payables are remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in Other (losses) gains, net in the Statement of Operations.
Other Income and Other Expenses
Other Income and Other Expenses
Other income primarily represents sub-lease income related to certain ground and use leases. Under the lease agreements, the tenants are required to pay all costs associated with such ground and use leases and provides for their direct payment to the landlord. This income and the related expense are recorded on a gross basis in our Statement of Operations as required under GAAP as we are the primary obligor under these certain ground and use leases.
Fair Value Measurements
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.
Derivative Financial Instruments
Derivative Financial Instruments
We record our derivative financial instruments as either Other assets or Other liabilities on our Balance Sheet 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 transactions. 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 previously recorded in Accumulated other comprehensive income (loss) is recognized in earnings when the hedged transactions 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 (loss) in our Balance Sheet with a corresponding change in Unrealized gain (loss) in cash flows hedges within Other comprehensive income on our Statement of Operations.
We use derivative instruments to mitigate the effects of interest rate volatility, whether from variable rate debt or future forecasted transactions, which could unfavorably impact our future earnings and forecasted cash flows. We do not use derivative instruments for speculative or trading purposes.
Concentrations of Credit Risk
Concentrations of Credit Risk
MGM Resorts International (together with, as the context requires, its subsidiaries, “MGM”) and Caesars are the guarantors of all the lease payment obligations of the tenants under the applicable leases of the properties that they each respectively lease from us. Revenue from our lease agreements with MGM represented 38% of our lease revenues for each of the three and nine months ended September 30, 2024, and 39% of our lease revenues for each of the three and nine months ended September 30, 2023. Contractual rent from our lease agreements with MGM represented 36% of our total contractual rent for each of the three and nine months ended September 30, 2024, and 34% and 36% of our total contractual rent for the three and nine months ended September 30, 2023, respectively. Revenue from our lease agreements with Caesars represented 36% of our lease revenues for each of the three and nine months ended September 30, 2024, and 37% of our lease revenues for each of the three and nine months ended September 30, 2023. Contractual rent from our lease agreements with Caesars represented 37% and 38% of our total contractual rent for each of the three and nine months ended September 30, 2024, respectively, and 40% of our total contractual rent for each of the three and nine months ended September 30, 2023.
Additionally, our properties on the Las Vegas Strip generated approximately 48% of our lease revenues for each of the three and nine months ended September 30, 2024, and 49% of our lease revenues for each of the three and nine months ended September 30, 2023. Other than having two tenants from which we derive and will continue to derive a substantial portion of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.
Recent Accounting Pronouncements and Recent Tax Legislation
Recent Accounting Pronouncements
In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of material climate-related information in annual reports and registration statements, including disclosure of effects of severe weather events and other natural conditions. In April 2024, the SEC voluntarily stayed the effectiveness of the new rules pending related litigation. If the stay is lifted and the effective times are unchanged, certain of the disclosure requirements will begin to apply to our fiscal year beginning January 1, 2025. We are currently evaluating the impact of the final rules on our Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our Financial Statements.
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the Chief Operating Decision Maker and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07 on our Financial Statements.
Recent Tax Legislation
The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines.
We have evaluated Pillar 2 and we do not expect it to have a material impact on our Financial Statements based upon our current structure and investments. However, there remains some uncertainty as to the final Pillar 2 model rules. We will continue to monitor the United States and global legislative actions related to Pillar 2 for potential impacts.
v3.24.3
Real Estate Transactions (Tables)
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Loan Originations
The following table summarizes our 2024 real estate debt origination activity to date:
(In thousands)
Investment NameMaximum Principal AmountInvestment TypeCollateral
Great Wolf Mezzanine Loan (1)
$250,000 MezzaninePortfolio of nine Great Wolf Lodge resorts across the United States
Chelsea Piers One Madison Loan10,000 Senior Secured LoanCertain equipment of the fitness club at the One Madison building in New York, New York, under development
Homefield Margaritaville Loan (2)
105,000 Senior Secured LoanMargaritaville Resort in Kansas City, Kansas, under development
Total$365,000 
____________________
(1) In connection with the Great Wolf Mezzanine Loan, the $79.5 million mezzanine loan for Great Wolf Lodge Maryland was repaid in full.
(2) Simultaneous with entering into the loan agreement, we entered into a call right agreement that provides us with a call option on (i) the Margaritaville Resort, (ii) the new Homefield Kansas City youth sports training facility (“Homefield”), (iii) the new Homefield baseball center, and (iv) the existing Homefield youth sports complex in Olathe, Kansas. We also received a right of first refusal to acquire the real estate of any future Homefield property, should Homefield elect to monetize such assets in a sale-leaseback transaction. If the call option is exercised, all of the properties, including the Margaritaville Resort, will be subject to a single long-term triple-net master lease with us.
v3.24.3
Real Estate Portfolio (Tables)
9 Months Ended
Sep. 30, 2024
Real Estate [Abstract]  
Schedule Real Estate Portfolio Balances
The following is a summary of the balances of our real estate portfolio as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Investments in leases – sales-type, net (1)
$23,429,732 $23,015,931 
Investments in leases – financing receivables, net (1)
18,410,105 18,211,102 
Total investments in leases, net41,839,837 41,227,033 
Investments in loans and securities, net1,550,680 1,144,177 
Land150,727 150,727 
Total real estate portfolio$43,541,244 $42,521,937 
____________________
(1) At lease inception (or upon modification), we determine the estimated residual values of the leased property (not guaranteed) under the respective lease agreements, which has a material impact on the determination of the rate implicit in the lease and the lease classification. As of September 30, 2024 and December 31, 2023, the estimated residual values of the leased properties under our lease agreements were $16.5 billion and $15.9 billion, respectively.
Schedule of Components of Direct Financing and Operating Leases
The following table details the components of our income from sales-type leases and lease financing receivables:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Income from sales-type leases – fixed rent$494,641 $478,419 $1,467,825 $1,410,692 
Income from sales-type leases – contingent rent (1)
24,050 21,793 75,927 63,269 
Income from lease financing receivables – fixed rent379,657 356,206 1,135,643 1,062,508 
Income from lease financing receivables – contingent rent (1)
3,211 2,511 9,634 7,532 
Total lease revenue901,559 858,929 2,689,029 2,544,001 
Non-cash adjustment (2)
(135,944)(131,351)(402,989)(383,735)
     Total contractual lease revenue$765,615 $727,578 $2,286,040 $2,160,266 
____________________
(1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842, which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842.
(2) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.
Schedule of Future Minimum Lease Payments for Operating and Capital Leases
At September 30, 2024, minimum lease payments owed to us for each of the five succeeding years and thereafter under sales-type leases and our leases accounted for as financing receivables, are as follows:
Minimum Lease Payments (1) (2)
Investments in Leases
(In thousands)Sales-TypeFinancing Receivables
Total
2024 (remaining)$430,018 $310,046 $740,064 
20251,752,047 1,255,751 3,007,798 
20261,778,545 1,279,029 3,057,574 
20271,805,828 1,302,875 3,108,703 
20281,834,319 1,327,438 3,161,757 
20291,863,765 1,352,480 3,216,245 
Thereafter79,371,651 88,477,724 167,849,375 
Total$88,836,173 $95,305,343 $184,141,516 
Weighted Average Lease Term (2)
37.3 years48.0 years42.0 years
____________________
(1) Minimum lease payments do not include contingent rent, as discussed above, that may be received under the lease agreements.
(2) The minimum lease payments and weighted average remaining lease term includes the non-cancelable lease term and any tenant renewal options that we determined were reasonably assured, consistent with our conclusions under ASC 842 and ASC 310.
Schedule of Lease Agreements
The following is a summary of the material lease provisions of our leases with Caesars and MGM, our two most significant tenants (each, as may be amended from time to time, and each individually, as defined in the respective header):
($ In thousands)MGM Master LeaseCaesars Regional Master Lease and Joliet LeaseCaesars Las Vegas
Master Lease
MGM Grand/
Mandalay Bay Lease
Lease Provision
Initial term25 years18 years18 years30 years
Initial term maturity4/30/20477/31/20357/31/20352/28/2050
Renewal terms
Three, ten-year terms
Four, five-year terms
Four, five-year terms
Two, ten-year terms
Current lease year5/1/24-4/30/25
(Lease Year 3)
11/1/23 – 10/31/24
(Lease Year 7)
11/1/23 – 10/31/24
(Lease Year 7)
3/1/24 – 2/29/25 (Lease Year 5)
Current annual rent
$759,492
$728,407 (1)
$469,219
$316,070
Annual escalator (2)
Lease years 2-10 2%
Lease years 11-end of term – > 2% / change in CPI (capped at 3%)
Lease years 2-5 – 1.5%
Lease years 6-end of term – > 2.0% / change in CPI
> 2% / change in CPI
Lease years 2-15 – 2%
Lease years 16-end of term – >2% / change in CPI (capped at 3%)
Variable rent adjustment (3)
None
Year 8: 70% base rent / 30% variable rent
Years 11 & 16: 80% base rent / 20% variable rent
Years 8, 11 & 16: 80% base rent / 20% variable rent
None
Variable rent adjustment calculationNone
4% of revenue increase/decrease:
Year 8: Avg. of years 5-7 less avg. of years 0-2
Year 11: Avg. of years 8-10 less avg. of years 5-7
Year 16: Avg. of years 13-15 less avg. of years 8-10
4% of revenue increase/decrease:
Year 8: Avg. of years 5-7 less avg. of years 0-2
Year 11: Avg. of years 8-10 less avg. of years 5-7
Year 16: Avg. of years 13-15 less avg. of years 8-10
None
____________________
(1) Current annual rent with respect to the Joliet Lease is presented prior to accounting for the non-controlling interest, or rent payable, to the 20% third-party ownership of Harrah’s Joliet LandCo LLC. After adjusting for the 20% non-controlling interest, combined current annual rent under the Caesars Regional Master Lease and Joliet Lease is $719.0 million.
(2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP.
(3) Variable rent is not subject to the annual escalator.
Schedule of Capital Expenditure Requirements Under Lease Agreements The following table summarizes the capital expenditure requirements of our tenants under their respective lease agreements:
ProvisionCaesars Regional Master Lease and Joliet LeaseCaesars Las Vegas Master LeaseMGM Grand/ Mandalay Bay LeaseVenetian Lease
All Other Gaming Leases (1)
Yearly minimum expenditure
1% of net revenues (2)
1% of net revenues (2)
3.5% of net revenues based on 5-year rolling test, 1.5% monthly reserves
2% of net revenues based on rolling three-year basis
1% of net revenues
Rolling three-year minimum
$286 million (3)
$84 million (3)
N/AN/AN/A
____________________
(1) Represents the tenants under our other gaming lease agreements not specifically outlined in the table, as specified in the respective lease agreements.
(2) The leases with Caesars require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Harrah’s Joliet and the Caesars Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues.
(3) Certain tenants under our leases with Caesars, as applicable, are required to spend $380.3 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $286.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.3 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars lease in such proportion as such tenants may elect. Additionally, the tenants under the Caesars Regional Master Lease and Joliet Lease are required to expend a minimum of $531.9 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $380.3 million requirement.
Schedule of Investments In Loans
The following is a summary of our investments in loans and securities as of September 30, 2024 and December 31, 2023:
($ In thousands)September 30, 2024
Investment TypePrincipal Balance
Carrying Value (1)
Future Funding Commitments (2)
Weighted Average Interest Rate (3)
Weighted Average Term (4)
Senior Secured Notes (5)
$85,000 $81,669 $— 11.0 %6.5 years
Senior Secured Loans588,257 579,700 406,451 7.9 %4.7 years
Mezzanine Loans and Preferred Equity900,777 889,311 247,432 9.4 %4.3 years
Total$1,574,034 $1,550,680 $653,883 9.0 %4.6 years
($ In thousands)December 31, 2023
Investment TypePrincipal Balance
Carrying Value (1)
Future Funding Commitments (2)
Weighted Average Interest Rate (3)
Weighted Average Term (4)
Senior Secured Notes (5)
$85,000 $73,818 $— 11.0 %7.3 years
Senior Secured Loans392,250 386,274 476,395 7.3 %5.4 years
Mezzanine Loans and Preferred Equity698,861 684,085 278,848 9.8 %4.6 years
Total$1,176,111 $1,144,177 $755,243 9.0 %5.1 years
____________________
(1) Carrying value includes unamortized loan origination costs and are net of allowance for credit losses.
(2) Our future funding commitments are subject to our borrowers’ compliance with the financial covenants and other applicable provisions of each respective loan agreement.
(3) The weighted average interest rate is based on current outstanding principal balance and SOFR, as applicable for floating rate loans, as of September 30, 2024.
(4) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date.
(5) Represents our investment in the Hard Rock Ottawa Notes, which are accounted for as held-to-maturity securities.
v3.24.3
Allowance for Credit Losses (Tables)
9 Months Ended
Sep. 30, 2024
Credit Loss [Abstract]  
Schedule of Net Investment in Lease, Allowance for Credit Loss
The following tables detail the allowance for credit losses as of September 30, 2024 and December 31, 2023:
September 30, 2024
($ In thousands)Amortized Cost
Allowance (1)
Net InvestmentAllowance as a % of Amortized Cost
Investments in leases – sales-type$24,169,942 $(740,210)$23,429,732 3.06 %
Investments in leases – financing receivables19,118,954 (708,849)18,410,105 3.71 %
Investments in loans and securities1,572,447 (21,767)1,550,680 1.38 %
Other assets – sales-type sub-leases864,343 (19,329)845,014 2.24 %
Totals$45,725,686 $(1,490,155)$44,235,531 3.26 %
December 31, 2023
($ In thousands)Amortized Cost
Allowance (1)
Net InvestmentAllowance as a % of Amortized Cost
Investments in leases – sales-type$23,717,060 $(701,129)$23,015,931 2.96 %
Investments in leases – financing receivables18,914,734 (703,632)18,211,102 3.72 %
Investments in loans and securities1,173,949 (29,772)1,144,177 2.54 %
Other assets – sales-type sub-leases866,052 (18,722)847,330 2.16 %
Totals$44,671,795 $(1,453,255)$43,218,540 3.25 %
____________________
(1) The total allowance excludes the CECL allowance for unfunded commitments of our loans and for unfunded commitments made to our tenants to fund the development and construction of improvements at our properties. As of September 30, 2024 and December 31, 2023, such allowance is $13.3 million and $19.1 million, respectively, and is recorded in Other liabilities.
The following chart reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Beginning Balance$1,534,515 $1,439,168 $1,472,386 $1,368,819 
Initial allowance from current period investments— 37,577 2,914 271,642 
Current period change in credit allowance(31,022)57,851 28,193 (105,865)
Charge-offs— — — — 
Recoveries— — — — 
Ending Balance$1,503,493 $1,534,596 $1,503,493 $1,534,596 
Schedule of Financing Receivable Credit Quality Indicators
The following tables detail the amortized cost basis of our investments by the credit quality indicator we assigned to each lease or loan guarantor as of September 30, 2024 and 2023:
September 30, 2024
(In thousands)Ba2Ba3B1B2B3
N/A (2)
Total
Investments in leases – sales-type and financing receivable, Investments in loans and securities and Other assets (1)
$4,624,219 $33,268,551 $3,719,709 $886,114 $1,329,774 $1,897,319 $45,725,686 
September 30, 2023
(In thousands)Ba2Ba3B1B2B3
N/A (2)
Total
Investments in leases – sales-type and financing receivable, Investments in loans and securities and Other assets (1)
$4,299,350 $32,877,396 $3,227,870 $880,347 $1,293,816 $913,489 $43,492,268 
____________________
(1)Excludes the CECL allowance for unfunded commitments recorded in Other liabilities as such commitments are not currently reflected on our Balance Sheet, rather the CECL allowance is based on our current best estimate of future funding commitments.
(2)We estimate the CECL allowance for our loan investments, and certain of our lease investments with similar credit characteristics, using a traditional commercial real estate model based on standardized credit metrics to estimate potential losses.
v3.24.3
Other Assets and Other Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Other Liabilities [Abstract]  
Schedule of Other Assets
The following table details the components of our other assets as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Sales-type sub-leases, net (1)
$845,014 $847,330 
Property and equipment used in operations, net70,255 66,946 
Right of use assets and sub-lease right of use assets40,036 38,345 
Deferred acquisition costs16,891 10,087 
Other receivables10,278 9,660 
Debt financing costs8,784 11,332 
Tenant reimbursements receivables8,246 6,236 
Interest receivables8,101 9,351 
Deferred income taxes5,268 9,423 
Prepaid expenses5,237 4,728 
Forward-starting interest rate swaps745 1,563 
Other2,340 329 
Total other assets$1,021,195 $1,015,330 
____________________
(1) As of September 30, 2024 and December 31, 2023, sales-type sub-leases are net of $19.3 million and $18.7 million of Allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.
Schedule of Other Liabilities
The following table details the components of our other liabilities as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Finance sub-lease liabilities$864,343 $866,052 
Deferred financing liabilities73,600 73,600 
Lease liabilities and sub-lease liabilities39,707 38,345 
CECL allowance for unfunded commitments13,338 19,131 
Deferred income taxes4,575 4,506 
Derivative liability3,459 11,218 
Other250 250 
Total other liabilities$999,272 $1,013,102 
v3.24.3
Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following tables detail our debt obligations as of September 30, 2024 and December 31, 2023:
($ In thousands)September 30, 2024
Description of DebtMaturityInterest RatePrincipal Amount
Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)
March 31, 2026
SOFR + 0.85%
$— $— 
CAD Borrowings (2)
March 31, 2026
CORRA + 0.85%
148,310 148,310 
GBP Borrowings (2)
March 31, 2026
SONIA + 0.85%
19,394 19,394 
MGM Grand/Mandalay Bay CMBS DebtMarch 5, 2032
3.558%
3,000,000 2,793,787 
2025 Maturities
3.500% Notes
February 15, 20253.500%750,000 749,130 
4.375% Notes
May 15, 20254.375%500,000 499,030 
4.625% Notes
June 15, 20254.625%800,000 795,449 
2026 Maturities
4.500% Notes
September 1, 20264.500%500,000 490,274 
4.250% Notes
December 1, 20264.250%1,250,000 1,243,819 
2027 Maturities
5.750% Notes
February 1, 20275.750%750,000 755,140 
3.750% Notes
February 15, 20273.750%750,000 746,024 
2028 Maturities
4.500% Notes
January 15, 20284.500%350,000 341,581 
4.750% Notes
February 15, 2028
4.516% (3)
1,250,000 1,241,481 
2029 Maturities
3.875% Notes
February 15, 20293.875%750,000 699,937 
4.625% Notes
December 1, 20294.625%1,000,000 991,732 
2030 Maturities
4.950% Notes
February 15, 2030
4.541% (3)
1,000,000 990,646 
4.125% Notes
August 15, 20304.125%1,000,000 991,239 
2032 Maturities
5.125% Notes
May 15, 2032
3.980% (3)
1,500,000 1,484,366 
2034 Maturities
5.750% Notes
April 1, 2034
5.694% (3)
550,000 540,671 
2052 Maturities
5.625% Notes
May 15, 20525.625%750,000 736,224 
2054 Maturities
6.125% Notes
April 1, 2054
6.125%
500,000 485,350 
Total Debt
4.358% (4)
$17,117,704 $16,743,584 
($ In thousands)December 31, 2023
Description of Debt
Maturity
Interest RatePrincipal Amount
Carrying Value (1)
Revolving Credit Facility
USD Borrowings (2)
March 31, 2026
SOFR + 1.05%
$— $— 
CAD Borrowings (2)
March 31, 2026
CDOR + 1.05%
162,346 162,346 
GBP Borrowings (2)
March 31, 2026
SONIA + 1.05%
11,458 11,458 
MGM Grand/Mandalay Bay CMBS DebtMarch 5, 20323.56%3,000,000 2,773,758 
2024 Maturities
5.625% Notes
May 1, 20245.625%1,050,000 1,051,280 
2025 Maturities
3.500% Notes
February 15, 20253.500%750,000 747,364 
4.375% Notes
May 15, 20254.375%500,000 497,864 
4.625% Notes
June 15, 20254.625%800,000 790,641 
2026 Maturities
4.500% Notes
September 1, 20264.500%500,000 486,520 
4.250% Notes
December 1, 20264.250%1,250,000 1,241,678 
2027 Maturities
5.750% Notes
February 1, 20275.750%750,000 756,800 
3.750% Notes
February 15, 20273.750%750,000 744,762 
2028 Maturities
4.500% Notes
January 15, 20284.500%350,000 339,689 
4.750% Notes
February 15, 2028
4.516% (3)
1,250,000 1,239,594 
2029 Maturities
3.875% Notes
February 15, 20293.875%750,000 691,692 
4.625% Notes
December 1, 20294.625%1,000,000 990,531 
2030 Maturities
4.950% Notes
February 15, 2030
4.541% (3)
1,000,000 989,347 
4.125% Notes
August 15, 20304.125%1,000,000 990,111 
2032 Maturities
5.125% Notes
May 15, 2032
3.980% (3)
1,500,000 1,482,836 
2052 Maturities
5.625% Notes
May 15, 20525.625%750,000 735,854 
Total Debt
4.351% (4)
$17,123,804 $16,724,125 
____________________
(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.
(2)Borrowings under the Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or Canadian Overnight Repo Rate Average (“CORRA”) or Sterling Overnight Index Average (“SONIA”), as applicable), depending on our credit ratings and total leverage ratio with an additional 0.10% adjustment for SOFR term loans and 0.29547% for CORRA daily simple loans, as applicable. Additionally, the commitment fees under the Revolving Credit Facility are calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, depending on our credit ratings and total leverage ratio. For the three and nine months ended September 30, 2024, the commitment fee for the Revolving Credit Facility averaged 0.200% and 0.220%, respectively.
(3)Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 – Derivatives). The contractual interest rates on the April 2022 Notes (as defined below) maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively, and the contractual interest rate on the March 2024 Notes (as defined below) maturing 2034 is 5.750%.
(4)The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps (as further described in Note 8 – Derivatives), as applicable. The contractual weighted average interest rate as of September 30, 2024, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.50%.
Schedule of Contractual Obligation, Fiscal Year Maturity Schedule
The following table is a schedule of future minimum principal payments of our debt obligations as of September 30, 2024:
(In thousands)Future Minimum Principal Payments
2024 (remaining)$— 
20252,050,000 
20261,917,704 
20271,500,000 
20281,600,000 
20291,750,000 
Thereafter8,300,000 
Total minimum principal payments$17,117,704 
v3.24.3
Derivatives (Tables)
9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023. During the quarter ended September 30, 2024, we entered into eight forward-starting interest rate swap agreements for an aggregate notional amount of $400.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance of senior unsecured notes expected to be issued in connection with the refinancing of our senior unsecured notes maturing in 2025.
($ In thousands)September 30, 2024
InstrumentNumber of InstrumentsFixed RateNotionalIndexMaturity
Forward-starting interest rate swap63.3072%$300,000 USD SOFR-COMPOUNDDecember 10, 2031
Forward-starting interest rate swap13.6170%50,000 USD SOFR-COMPOUNDMay 14, 2032
Forward-starting interest rate swap13.2280%50,000 USD SOFR-COMPOUNDMarch 27, 2035
($ In thousands)December 31, 2023
InstrumentNumber of InstrumentsFixed RateNotionalIndexMaturity
Forward-starting interest rate swap73.6685%$500,000 USD SOFR-COMPOUNDMarch 6, 2034
The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Unrealized (loss) gain recorded in other comprehensive income$(2,714)$20,109 $9,768 $20,289 
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks(6,100)(6,037)(18,530)(18,111)
v3.24.3
Fair Value (Tables)
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation
The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.
September 30, 2024
(In thousands)Fair Value
Carrying AmountLevel 1Level 2Level 3
Financial assets:
Derivative instruments – forward-starting interest rate swaps (1)
$745 $— $745 $— 
Financial liabilities:
Derivative instruments - forward-starting interest rate swaps (1)
$3,459 $— $3,459 $— 
December 31, 2023
(In thousands)Fair Value
Carrying AmountLevel 1Level 2Level 3
Financial assets:
Derivative instruments – forward-starting interest rate swaps (1)
$1,563 $— $1,563 $— 
Financial liabilities:
Derivative instruments - forward-starting interest rate swaps (1)
$11,218 $— $11,218 $— 
___________________
(1) 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.
Schedule of Estimated Fair Value
The estimated fair values of our financial instruments as of September 30, 2024 and December 31, 2023 for which fair value is only disclosed are as follows:
September 30, 2024December 31, 2023
(In thousands)Carrying AmountFair ValueCarrying AmountFair Value
Financial assets:
Investments in leases – financing receivables (1)
$18,410,105 $17,769,698 $18,211,102 $17,717,435 
Investments in loans and securities (2)
1,550,680 1,461,516 1,144,177 1,060,249 
Cash and cash equivalents355,667 355,667 522,574 522,574 
Financial liabilities:
Debt (3)
Revolving Credit Facility167,704 167,704 173,804 173,804 
MGM Grand/Mandalay Bay CMBS Debt2,793,787 2,775,600 2,773,758 2,627,984 
Senior Unsecured Notes13,782,093 13,864,637 13,776,563 13,469,176 
____________________
(1)Represents our asset acquisitions structured as sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. Except as noted below, the fair value of these assets is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. In relation to the master lease agreement for the Bowlero portfolio and the lease agreement for Chelsea Piers, given the proximity of the date of our investment to the date of the Financial Statements, we determined that the fair value materially approximates the purchase price of the acquisition of these financial assets.
(2)The fair value of investments in loans is based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 of the fair value hierarchy. The fair value of our senior secured notes 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.
(3)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.
v3.24.3
Commitments and Contingent Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Assets And Liabilities
The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of September 30, 2024 and December 31, 2023:
(In thousands)September 30, 2024December 31, 2023
Others assets (operating lease and sub-leases right-of-use assets)$40,036 $38,345 
Other liabilities (operating lease and sub-lease liabilities)39,707 38,345 
Others assets (sales-type sub-leases, net) (1)
845,014 847,330 
Other liabilities (finance sub-lease liabilities)864,343 866,052 
___________________
(1) As of September 30, 2024 and December 31, 2023, sales-type sub-leases are net of $19.3 million and $18.7 million of allowance for credit losses, respectively. Refer to Note 5 – Allowance for Credit Losses for further details.
Schedule of Rent Expense
Total rental expense for operating lease commitments and total rental income and rental expense for operating and Finance sub-lease commitments and contractual rent expense under these agreements were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Operating leases
Rental expense (1)
$631 $508 $1,705 $1,515 
Contractual rent254 483 1,109 1,438 
Operating sub-leases
Rental income and expense (2)
1,712 1,712 5,137 5,137 
Contractual rent1,699 1,650 5,064 4,918 
Finance sub-leases
Rental income and expense (2)
16,003 14,490 48,026 43,349 
Contractual rent17,757 15,925 49,266 44,488 
___________________
(1) Total rental expense is included in golf operations and general and administrative expenses in our Statement of Operations.
(2) Total rental income and rental expense for operating and finance sub-lease commitments are presented gross and included in Other income and Other expenses in our Statement of Operations.
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 and ground and use sub-leases at September 30, 2024 are as follows:
(In thousands)Operating Lease CommitmentsOperating Sub-Lease CommitmentsFinancing Sub-Lease Commitments
2024 (remaining)$249 $1,489 $15,838 
20251,082 5,129 65,269 
20262,772 3,934 65,269 
20271,921 4,009 65,269 
20282,813 3,034 65,333 
20291,921 2,094 65,900 
Thereafter20,825 — 2,695,542 
Total minimum lease commitments$31,583 $19,689 $3,038,420 
Discounting factor10,371 1,194 2,174,077 
Lease liability$21,212 $18,495 $864,343 
Discount rates (1)
5.3% – 7.0%
2.6% – 2.9%
5.6% – 8.3%
Weighted average remaining lease term12.5 years4.3 years51.9 years
____________________
(1) The discount rates for the leases were determined based on the yield of our then current secured borrowings, adjusted to match borrowings of similar terms.
Schedule of Finance Lease, Liability, Maturity
The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases and ground and use sub-leases at September 30, 2024 are as follows:
(In thousands)Operating Lease CommitmentsOperating Sub-Lease CommitmentsFinancing Sub-Lease Commitments
2024 (remaining)$249 $1,489 $15,838 
20251,082 5,129 65,269 
20262,772 3,934 65,269 
20271,921 4,009 65,269 
20282,813 3,034 65,333 
20291,921 2,094 65,900 
Thereafter20,825 — 2,695,542 
Total minimum lease commitments$31,583 $19,689 $3,038,420 
Discounting factor10,371 1,194 2,174,077 
Lease liability$21,212 $18,495 $864,343 
Discount rates (1)
5.3% – 7.0%
2.6% – 2.9%
5.6% – 8.3%
Weighted average remaining lease term12.5 years4.3 years51.9 years
____________________
(1) The discount rates for the leases were determined based on the yield of our then current secured borrowings, adjusted to match borrowings of similar terms.
v3.24.3
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Forward Contracts Indexed to Issuer's Equity
The following table summarizes our marketed public offering activity subject to forward sale agreements during the three and nine months ended September 30, 2023. There was no marketed public forward offering activity during the three and nine months ended September 30, 2024.
($ In thousands, except share and per share data)
Effective Date (1)
Total Shares Sold (2)
Public Offering Price Per ShareAggregate Offering ValueInitial Forward Sale Price Per ShareInitial Net Value
2023
January 2023 OfferingJanuary 18, 202330,302,500 $33.00 $1,000,000 $31.85 $964,400 
___________________
(1)All forward sale agreements require settlement within one year of the Effective Date.
(2)The amounts are inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock.
Schedule of Shares Sold Activity
The following table summarizes our activity under the ATM Program during the nine months ended September 30, 2024 and 2023, all of which were sold subject to forward sale agreements, which we refer to as ATM forward sale agreements.
(In thousands, except share and per share data)Number of SharesWeighted Average Share PriceAggregate ValueNet Forward Sales Price Per ShareAggregate Net Value
June 2023 ATM Forward Sale Agreement327,306 $32.36 $10,600 $31.71 $10,400 
July 2023 ATM Forward Sale Agreement271,071 32.13 8,709 31.81 8,624 
September 2023 ATM Forward Sale Agreement7,572,281 30.85 233,577 30.26 229,129 
January 2024 ATM Forward Sale Agreement 9,662,116 31.61 $305,466 31.30 302,411 
September 2024 ATM Forward Sale Agreement1,996,483 33.82 $67,516 33.10 66,091 
The following table summarizes our settlement activity of the outstanding forward shares under our marketed public offerings and the ATM Program during the nine months ended September 30, 2024 and 2023. Subsequent to quarter-end, on October 1, 2024, we physically settled 7,000,000 forward shares under an ATM forward sale agreement in exchange for total net settlement proceeds of approximately $200.9 million.
($ In thousands, except share data)Settlement DateSettlement TypeNumber of Shares SettledTotal Net Proceeds Upon Settlement
2024
ATM Forward SharesJuly 1, 2024Physical4,000,000 $115,231 
2023
November 2022 Forward Sale AgreementsJanuary 6, 2023Physical18,975,000 $575,600 
ATM Forward SharesVariousPhysical21,617,592 696,643 
January 2023 OfferingVariousPhysical30,302,500 960,500 
Schedule of Common Stock Shares Outstanding
The following table details the issuance of outstanding shares of common stock, including restricted common stock:
Nine Months Ended September 30,
Common Stock Outstanding20242023
Beginning Balance January 1,1,042,702,763 963,096,563 
Issuance of common stock upon physical settlement of forward sale agreements4,000,000 53,192,592 
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures469,718 538,728 
Ending Balance September 30,
1,047,172,481 1,016,827,883 
Schedule of Dividends Declared
Dividends declared (on a per share basis) during the nine months ended September 30, 2024 and 2023 were as follows:
Nine Months Ended September 30, 2024
Declaration DateRecord DatePayment DatePeriodDividend
March 7, 2024March 21, 2024April 4, 2024January 1, 2024 – March 31, 2024$0.4150 
June 7, 2024June 18, 2024July 3, 2024April 1, 2024 – June 30, 2024$0.4150 
September 5, 2024September 18, 2024October 3, 2024July 1, 2024 – September 30, 2024$0.4325 
Nine Months Ended September 30, 2023
Declaration DateRecord DatePayment DatePeriodDividend
March 9, 2023March 23, 2023April 6, 2023January 1, 2023 – March 31, 2023$0.3900 
June 8, 2023June 22, 2023July 6, 2023April 1, 2023 – June 30, 2023$0.3900 
September 7, 2023September 21, 2023October 5, 2023July 1, 2023 – September 30, 2023$0.4150 
v3.24.3
Earnings Per Share and Earnings Per Unit (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Weighted Average Earnings Per Share
The following tables reconcile the weighted-average shares of common stock outstanding used in the calculation of basic earnings per share to the weighted-average shares of common stock outstanding used in the calculation of diluted earnings per share:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Determination of shares: 
Weighted-average shares of common stock outstanding1,046,627 1,012,987 1,043,922 1,007,110 
Assumed conversion of restricted stock681 603 467 790 
Assumed settlement of forward sale agreements1,031 — 508 537 
Diluted weighted-average shares of common stock outstanding1,048,338 1,013,590 1,044,897 1,008,437 
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share data)2024202320242023
Basic:
Net income attributable to common stockholders$732,898 $556,329 $2,064,216 $1,765,771 
Weighted-average shares of common stock outstanding1,046,627 1,012,987 1,043,922 1,007,110 
Basic EPS$0.70 $0.55 $1.98 $1.75 
 
Diluted:
Net income attributable to common stockholders$732,898 $556,329 $2,064,216 $1,765,771 
Diluted weighted-average shares of common stock outstanding1,048,338 1,013,590 1,044,897 1,008,437 
Diluted EPS$0.70 $0.55 $1.98 $1.75 
The following tables reconcile the weighted-average units outstanding used in the calculation of basic EPU to the weighted-average units outstanding used in the calculation of diluted EPU:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Determination of units:
Weighted-average units outstanding1,058,858 1,025,218 1,056,153 1,019,341 
Assumed conversion of VICI restricted stock681 603 467 790 
Assumed settlement of VICI forward sale agreements1,031 — 508 537 
Diluted weighted-average units outstanding1,060,570 1,025,821 1,057,129 1,020,669 
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share data)2024202320242023
Basic:
Net income attributable to partners$741,519 $562,350 $2,081,840 $1,779,908 
Weighted-average units outstanding1,058,858 1,025,218 1,056,153 1,019,341 
Basic EPU$0.70 $0.55 $1.97 $1.75 
 
Diluted:
Net income attributable to partners$741,519 $562,350 $2,081,840 $1,779,908 
Weighted-average units outstanding1,060,570 1,025,821 1,057,129 1,020,669 
Diluted EPU$0.70 $0.55 $1.97 $1.74 
v3.24.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
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
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Stock-based compensation expense$4,601 $4,019 $12,973 $11,517 
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:
Nine Months Ended September 30, 2024
Incentive and Time-Based Restricted StockPerformance-Based Restricted Stock Units
SharesWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period472,635 $27.44 765,582 $28.28 
Granted286,894 23.88 531,268 27.32 
Vested(175,262)29.73 (243,615)34.27 
Forfeited(54,900)29.91 (141,052)32.16 
Canceled— — — — 
Outstanding at end of period529,367 $24.50 912,183 $25.52 
Nine Months Ended September 30, 2023
Incentive and Time-Based Restricted StockPerformance-Based Restricted Stock Units
SharesWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period507,339 $27.47 769,589 $22.88 
Granted208,179 28.46 474,867 28.59 
Vested(210,165)28.12 (363,267)19.90 
Forfeited(32,718)28.44 (115,607)19.90 
Canceled— — — — 
Outstanding at end of period472,635 $27.55 765,582 $28.28 
v3.24.3
Business and Organization (Details)
Sep. 30, 2024
property
Experiential Assets  
Organization, Consolidation and Presentation of Financial Statements  
Number of real estate properties 93
Gaming Properties  
Organization, Consolidation and Presentation of Financial Statements  
Number of real estate properties 54
Other Experiential Properties  
Organization, Consolidation and Presentation of Financial Statements  
Number of real estate properties 39
Golf Courses  
Organization, Consolidation and Presentation of Financial Statements  
Number of real estate properties 4
v3.24.3
Summary of Significant Accounting Policies (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
Sep. 30, 2024
USD ($)
renewal_option
Sep. 30, 2023
Dec. 31, 2023
USD ($)
New Accounting Pronouncements or Change in Accounting Principle          
Short-term investments | $ $ 0   $ 0   $ 0
Number of renewal options | renewal_option     1    
Sales Revenue, Net | Customer Concentration Risk | Property, Las Vegas Strip          
New Accounting Pronouncements or Change in Accounting Principle          
Concentration risk, percentage 48.00% 49.00% 48.00% 49.00%  
MGM Resorts International | Sales Revenue, Net | Customer Concentration Risk          
New Accounting Pronouncements or Change in Accounting Principle          
Concentration risk, percentage 38.00% 39.00% 38.00% 39.00%  
MGM Resorts International | Contractual Rent Benchmark | Customer Concentration Risk          
New Accounting Pronouncements or Change in Accounting Principle          
Concentration risk, percentage 36.00% 34.00% 36.00% 36.00%  
Caesars Entertainment Corporation | Sales Revenue, Net | Customer Concentration Risk          
New Accounting Pronouncements or Change in Accounting Principle          
Concentration risk, percentage 36.00% 37.00% 36.00% 37.00%  
Caesars Entertainment Corporation | Contractual Rent Benchmark | Customer Concentration Risk          
New Accounting Pronouncements or Change in Accounting Principle          
Concentration risk, percentage 37.00% 40.00% 38.00% 40.00%  
VICI OP          
New Accounting Pronouncements or Change in Accounting Principle          
Ownership percentage by noncontrolling owners 1.20%   1.20%    
Harrah’s Joliet LandCo LLC          
New Accounting Pronouncements or Change in Accounting Principle          
Ownership percentage by noncontrolling owners 20.00%   20.00%    
Vici Bowl HoldCo LLC          
New Accounting Pronouncements or Change in Accounting Principle          
Ownership percentage by noncontrolling owners 4.00%   4.00%    
v3.24.3
Real Estate Transactions - Narrative (Details)
$ in Thousands
3 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended 30 Months Ended
Oct. 01, 2024
USD ($)
Jul. 01, 2024
USD ($)
May 01, 2024
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Oct. 01, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2024
USD ($)
Nov. 01, 2026
USD ($)
Business Acquisition                    
Payments to acquire real estate             $ 261,800 $ 231,215    
Venetian Lease                    
Business Acquisition                    
Payments to acquire real estate       $ 150,000 $ 100,000          
Optional payments to acquire real estate     $ 300,000              
Lease agreement terminated, amount     $ 1,000,000              
Venetian Lease | Forecast                    
Business Acquisition                    
Payments to acquire real estate                 $ 400,000 $ 700,000
Venetian Lease, Incremental Venetian Rent                    
Business Acquisition                    
Payments to acquire real estate         $ 100,000          
Incremental rent     0.0725              
Increase (decrease) in annual rent payments   $ 7,300                
Venetian Lease, Incremental Venetian Rent | Rent Escalation Period One | Minimum                    
Business Acquisition                    
Annual escalator     2.00%              
Venetian Lease, Incremental Venetian Rent | Rent Escalation Period Two                    
Business Acquisition                    
Annual rent increase, cap percent     3.00%              
Venetian Lease, Incremental Venetian Rent | Rent Escalation Period Two | Minimum                    
Business Acquisition                    
Annual escalator     2.00%              
Subsequent Event | Venetian Lease                    
Business Acquisition                    
Payments to acquire real estate $ 150,000         $ 400,000        
Subsequent Event | Venetian Lease, Incremental Venetian Rent                    
Business Acquisition                    
Payments to acquire real estate 150,000                  
Increase (decrease) in annual rent payments $ 10,900                  
v3.24.3
Real Estate Transactions - Schedule of Loan Originations (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Asset Acquisition [Line Items]  
Maximum Principal Amount $ 365,000
Great Wolf Lodge Maryland  
Asset Acquisition [Line Items]  
Repayments of long-term debt 79,500
Great Wolf Mezzanine Loan  
Asset Acquisition [Line Items]  
Maximum Principal Amount 250,000
Chelsea Piers One Madison Loan  
Asset Acquisition [Line Items]  
Maximum Principal Amount 10,000
Homefield Margaritaville Loan  
Asset Acquisition [Line Items]  
Maximum Principal Amount $ 105,000
v3.24.3
Real Estate Portfolio - Narrative (Details)
9 Months Ended
Sep. 30, 2024
property
leaseArrangement
casino
loan
Real Estate  
Number of casinos | casino 26
Number of lease arrangements 10
Financing receivable, investment in lease, number of casinos | casino 28
Financing receivable, investment in lease, number of other experiential properties | property 39
Financing receivable, investment in lease, number of lease arrangements 10
Number of loans and securities | loan 16
Number of properties | property 93
Number of lease agreement 18
Minimum  
Real Estate  
Initial term 15 years
Lessor, sales-type lease, renewal term 5 years
Annual escalation rate 1.00%
Variable rent adjustment 20.00%
Maximum  
Real Estate  
Initial term 32 years
Lessor, sales-type lease, renewal term 30 years
Annual escalation rate 2.00%
Variable rent adjustment 30.00%
v3.24.3
Real Estate Portfolio - Schedule Real Estate Portfolio (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable    
Investments in leases - sales-type, net [1] $ 23,429,732 $ 23,015,931
Total investments in leases, net 41,839,837 41,227,033
Land 150,727 150,727
Total real estate portfolio 43,541,244 42,521,937
Estimated residual value of leased properties and financing receivables 16,500,000 15,900,000
Investments in leases - financing receivables, net    
Accounts, Notes, Loans and Financing Receivable    
Investments in leases and loans [1] 18,410,105 18,211,102
Investments in loans and securities, net    
Accounts, Notes, Loans and Financing Receivable    
Investments in leases and loans [1] $ 1,550,680 $ 1,144,177
[1] As of September 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $740.2 million, $708.8 million, $21.8 million and $19.3 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.
v3.24.3
Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Real Estate        
Income from sales-type leases, - fixed rent, contingent rent $ 518,691 $ 500,212 $ 1,543,752 $ 1,473,961
Total lease revenue 901,559 858,929 2,689,029 2,544,001
Non-cash adjustment (135,944) (131,351) (402,989) (383,735)
Total contractual lease revenue 765,615 727,578 2,286,040 2,160,266
Fixed Rent        
Real Estate        
Income from sales-type leases, - fixed rent, contingent rent 494,641 478,419 1,467,825 1,410,692
Income from lease financing receivables - fixed rent, contingent rent 379,657 356,206 1,135,643 1,062,508
Contingent Rent        
Real Estate        
Income from sales-type leases, - fixed rent, contingent rent 24,050 21,793 75,927 63,269
Income from lease financing receivables - fixed rent, contingent rent $ 3,211 $ 2,511 $ 9,634 $ 7,532
v3.24.3
Real Estate Portfolio - Schedule of Future Minimum Lease Payments (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Sales-Type  
2024 (remaining) $ 430,018
2025 1,752,047
2026 1,778,545
2027 1,805,828
2028 1,834,319
2029 1,863,765
Thereafter 79,371,651
Total 88,836,173
Financing Receivables  
2024 (remaining) 310,046
2025 1,255,751
2026 1,279,029
2027 1,302,875
2028 1,327,438
2029 1,352,480
Thereafter 88,477,724
Total 95,305,343
2024 (remaining) 740,064
2025 3,007,798
2026 3,057,574
2027 3,108,703
2028 3,161,757
2029 3,216,245
Thereafter 167,849,375
Total $ 184,141,516
Sales-type lease, weighted average lease term 37 years 3 months 18 days
Financing receivable, weighted average remaining lease term 48 years
Sales-type lease and financing receivables, weighted average lease term 42 years
v3.24.3
Real Estate Portfolio - Schedule of Lease Agreement (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
option
Harrah’s Joliet LandCo LLC  
Real Estate  
Ownership percentage by noncontrolling owners 20.00%
Minimum  
Real Estate  
Initial term 15 years
Lessor, sales-type lease, renewal term 5 years
Variable rent adjustment 20.00%
Maximum  
Real Estate  
Initial term 32 years
Lessor, sales-type lease, renewal term 30 years
Variable rent adjustment 30.00%
MGM Master Lease | MGM Master Lease  
Real Estate  
Initial term 25 years
Number of renewal options | option 3
Lessor, sales-type lease, renewal term 10 years
Current annual rent $ 759,492
MGM Master Lease | MGM Master Lease | Lease Years 2 Through 10 | Minimum  
Real Estate  
Annual escalator 2.00%
MGM Master Lease | MGM Master Lease | Lease Years 11 Through 25 | Minimum  
Real Estate  
Annual escalator 2.00%
MGM Master Lease | MGM Master Lease | Lease Years 11 Through 25 | Maximum  
Real Estate  
Annual rent increase, cap percent 3.00%
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Harrah’s Joliet LandCo LLC  
Real Estate  
Combined Caesars and Joliet rent $ 719,000
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease  
Real Estate  
Initial term 18 years
Number of renewal options | option 4
Lessor, sales-type lease, renewal term 5 years
Current annual rent $ 728,407
Variable rent percentage 4.00%
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease | Lease Years 2-5  
Real Estate  
Annual escalator 1.50%
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease | Lease Years 6 Through 18  
Real Estate  
Annual escalator 2.00%
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease | Lease Year 8 | Base Rent  
Real Estate  
Variable rent adjustment 70.00%
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease | Lease Year 8 | Variable Rent  
Real Estate  
Variable rent adjustment 30.00%
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease | Lease Years 11 & 16 | Base Rent  
Real Estate  
Variable rent adjustment 80.00%
Caesars Regional Master Lease and Joliet Lease | Caesars Regional Master Lease and Joliet Lease | Lease Years 11 & 16 | Variable Rent  
Real Estate  
Variable rent adjustment 20.00%
Caesars Las Vegas Master Lease | Caesars Las Vegas Master Lease  
Real Estate  
Initial term 18 years
Number of renewal options | option 4
Lessor, sales-type lease, renewal term 5 years
Current annual rent $ 469,219
Annual escalator 2.00%
Variable rent percentage 4.00%
Caesars Las Vegas Master Lease | Caesars Las Vegas Master Lease | Base Rent  
Real Estate  
Variable rent adjustment 80.00%
Caesars Las Vegas Master Lease | Caesars Las Vegas Master Lease | Variable Rent  
Real Estate  
Variable rent adjustment 20.00%
MGM Grand/ Mandalay Bay Lease | MGM Grand/ Mandalay Bay Lease  
Real Estate  
Initial term 30 years
Number of renewal options | option 2
Lessor, sales-type lease, renewal term 10 years
Current annual rent $ 316,070
MGM Grand/ Mandalay Bay Lease | MGM Grand/ Mandalay Bay Lease | Lease Years 2 Through 15 | Minimum  
Real Estate  
Annual escalator 2.00%
MGM Grand/ Mandalay Bay Lease | MGM Grand/ Mandalay Bay Lease | Lease Years 16 Through 30 | Minimum  
Real Estate  
Annual escalator 2.00%
MGM Grand/ Mandalay Bay Lease | MGM Grand/ Mandalay Bay Lease | Lease Years 16 Through 30 | Maximum  
Real Estate  
Annual rent increase, cap percent 3.00%
v3.24.3
Real Estate Portfolio - Schedule of Capital Expenditure Requirements (Details)
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
Caesars Lease Agreement  
Real Estate  
Rolling three-year minimum $ 380.3
Additional capital expenditure requirement $ 10.3
Caesars Regional Master Lease and Joliet Lease  
Real Estate  
Yearly minimum expenditure 1.00%
Rolling three-year minimum $ 286.0
Minimum amount to be expended across certain affiliates and other assets $ 531.9
Caesars Las Vegas Master Lease  
Real Estate  
Yearly minimum expenditure 1.00%
Rolling three-year minimum $ 84.0
CPLV, Joliet And Non-CPLV Lease Agreement  
Real Estate  
Capital expenditures $ 107.5
Percentage of prior year net revenues 1.00%
MGM Grand/ Mandalay Bay Lease  
Real Estate  
Yearly minimum expenditure 3.50%
Yearly minimum expenditure, percentage of monthly reserves 1.50%
Venetian Lease  
Real Estate  
Yearly minimum expenditure 2.00%
All Other Leases  
Real Estate  
Yearly minimum expenditure 1.00%
v3.24.3
Real Estate Portfolio - Schedule of Investment in Loans (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Loans and Leases Receivable Disclosure    
Principal Balance $ 1,574,034 $ 1,176,111
Weighted Average Interest Rate 9.00% 9.00%
Weighted Average Term 4 years 7 months 6 days 5 years 1 month 6 days
Investments in loans and securities, net    
Loans and Leases Receivable Disclosure    
Carrying Value $ 1,550,680 $ 1,144,177
Future Funding Commitments 653,883 755,243
Senior Secured Notes    
Loans and Leases Receivable Disclosure    
Principal Balance $ 85,000 $ 85,000
Weighted Average Interest Rate 11.00% 11.00%
Weighted Average Term 6 years 6 months 7 years 3 months 18 days
Senior Secured Notes | Investments in loans and securities, net    
Loans and Leases Receivable Disclosure    
Carrying Value $ 81,669 $ 73,818
Future Funding Commitments 0 0
Senior Secured Loans    
Loans and Leases Receivable Disclosure    
Principal Balance $ 588,257 $ 392,250
Weighted Average Interest Rate 7.90% 7.30%
Weighted Average Term 4 years 8 months 12 days 5 years 4 months 24 days
Senior Secured Loans | Investments in loans and securities, net    
Loans and Leases Receivable Disclosure    
Carrying Value $ 579,700 $ 386,274
Future Funding Commitments 406,451 476,395
Mezzanine Loans and Preferred Equity    
Loans and Leases Receivable Disclosure    
Principal Balance $ 900,777 $ 698,861
Weighted Average Interest Rate 9.40% 9.80%
Weighted Average Term 4 years 3 months 18 days 4 years 7 months 6 days
Mezzanine Loans and Preferred Equity | Investments in loans and securities, net    
Loans and Leases Receivable Disclosure    
Carrying Value $ 889,311 $ 684,085
Future Funding Commitments $ 247,432 $ 278,848
v3.24.3
Allowance for Credit Losses - Schedule of Net Investment in Lease, Allowance for Credit Loss (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Amortized Cost      
Investments in leases – sales-type $ 24,169,942 $ 23,717,060  
Other assets – sales-type sub-leases 864,343 866,052  
Amortized cost, total 45,725,686 44,671,795 $ 43,492,268
Allowance      
Investments in leases – sales-type (740,210) (701,129)  
Allowance, total (1,490,155) (1,453,255)  
Net Investment      
Investments in leases – sales-type [1] 23,429,732 23,015,931  
Other assets – sales-type sub-leases 845,014 847,330  
Net investment total $ 44,235,531 $ 43,218,540  
Allowance as a % of Amortized Cost      
Investments in leases – sales-type 3.06% 2.96%  
Other assets – sales-type sub-leases 2.24% 2.16%  
Allowance as a percentage of amortized cost, total 3.26% 3.25%  
CECL allowance for unfunded commitments $ 13,338 $ 19,131  
Financing Sub-Lease Commitments      
Allowance      
Other assets – sales-type sub-leases (19,329) (18,722)  
Investments in leases - financing receivables, net      
Amortized Cost      
Investments in leases, loans and securities 19,118,954 18,914,734  
Allowance      
Investments in leases, loans and securities (708,849) (703,632)  
Net Investment      
Investments in leases, loans and securities [1] $ 18,410,105 $ 18,211,102  
Allowance as a % of Amortized Cost      
Investments in leases, loans and securities 3.71% 3.72%  
Investments in loans and securities, net      
Amortized Cost      
Investments in leases, loans and securities $ 1,572,447 $ 1,173,949  
Allowance      
Investments in leases, loans and securities (21,767) (29,772)  
Net Investment      
Investments in leases, loans and securities [1] $ 1,550,680 $ 1,144,177  
Allowance as a % of Amortized Cost      
Investments in leases, loans and securities 1.38% 2.54%  
[1] As of September 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $740.2 million, $708.8 million, $21.8 million and $19.3 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.
v3.24.3
Allowance for Credit Losses - Schedule of Allowance for Credit Losses Rollforward (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net Investment in Lease, Allowance for Credit Loss        
Beginning Balance $ 1,534,515 $ 1,439,168 $ 1,472,386 $ 1,368,819
Initial allowance from current period investments 0 37,577 2,914 271,642
Current period change in credit allowance (31,022) 57,851 28,193 (105,865)
Charge-offs 0 0 0 0
Recoveries 0 0 0 0
Ending Balance $ 1,503,493 $ 1,534,596 $ 1,503,493 $ 1,534,596
v3.24.3
Allowance for Credit Losses - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Credit Loss [Abstract]        
(Decrease) increase in allowance for credit losses $ (31,626) $ 95,997 $ 32,292 $ 166,119
Property acquisition and loan origination activity   $ 655,700   $ 6,400,000
v3.24.3
Allowance for Credit Losses - Schedule of Financing Receivable Credit Quality (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets $ 45,725,686 $ 44,671,795 $ 43,492,268
Ba2      
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets 4,624,219   4,299,350
Ba3      
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets 33,268,551   32,877,396
B1      
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets 3,719,709   3,227,870
B2      
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets 886,114   880,347
B3      
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets 1,329,774   1,293,816
N/A      
Financing Receivable, Credit Quality Indicator      
Investments in leases - sales-type and financing receivable, Investments in loans and securities and Other assets $ 1,897,319   $ 913,489
v3.24.3
Other Assets and Other Liabilities - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Liabilities [Abstract]    
Sales-type sub-leases, net $ 845,014 $ 847,330
Property and equipment used in operations, net 70,255 66,946
Right of use assets and sub-lease right of use assets 40,036 38,345
Deferred acquisition costs 16,891 10,087
Other receivables 10,278 9,660
Debt financing costs 8,784 11,332
Tenant reimbursements receivables 8,246 6,236
Interest receivables 8,101 9,351
Deferred income taxes 5,268 9,423
Prepaid expenses 5,237 4,728
Forward-starting interest rate swaps 745 1,563
Other 2,340 329
Total other assets [1] 1,021,195 1,015,330
Other assets (sales-type sub-leases), allowance for credit losses $ 19,300 $ 18,700
[1] As of September 30, 2024 and December 31, 2023, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and securities, and Other assets (sales-type sub-leases) are net of allowance for credit losses of $740.2 million, $708.8 million, $21.8 million and $19.3 million, respectively, and $701.1 million, $703.6 million, $29.8 million and $18.7 million, respectively. Refer to Note 5 - Allowance for Credit Losses for further details.
v3.24.3
Other Assets and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Liabilities [Abstract]    
Finance sub-lease liabilities $ 864,343 $ 866,052
Deferred financing liabilities 73,600 73,600
Lease liabilities and sub-lease liabilities 39,707 38,345
CECL allowance for unfunded commitments 13,338 19,131
Deferred income taxes 4,575 4,506
Derivative liability 3,459 11,218
Other 250 250
Total other liabilities $ 999,272 $ 1,013,102
v3.24.3
Debt - Schedule of Outstanding Indebtedness (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Feb. 08, 2022
Sep. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Mar. 18, 2024
Debt Instrument          
Debt instrument, face amount   $ 17,117,704 $ 17,117,704 $ 17,123,804  
Carrying Value   $ 16,743,584 $ 16,743,584 $ 16,724,125  
Weighted average interest rate   4.358% 4.358% 4.351%  
Minimum          
Debt Instrument          
Commitment fee percentage     0.15%    
Maximum          
Debt Instrument          
Commitment fee percentage     0.375%    
Secured Overnight Financing Rate (SOFR)          
Debt Instrument          
Basis spread on variable rate (percent) 1.00%        
Canadian Overnight Repo Rate Average (CORRA)          
Debt Instrument          
Basis spread on variable rate (percent) 1.00%        
Unsecured Debt          
Debt Instrument          
Weighted average interest rate   4.50% 4.50%    
Unsecured Debt | MGM Grand/Mandalay Bay CMBS Debt          
Debt Instrument          
Debt instrument, face amount   $ 3,000,000 $ 3,000,000 $ 3,000,000  
Carrying Value   $ 2,793,787 $ 2,793,787 $ 2,773,758  
Interest rate, stated percentage   3.558% 3.558% 3.56%  
Unsecured Debt | 3.500% Notes          
Debt Instrument          
Debt instrument, face amount   $ 750,000 $ 750,000 $ 750,000  
Carrying Value   $ 749,130 $ 749,130 $ 747,364  
Interest rate, stated percentage   3.50% 3.50% 3.50%  
Unsecured Debt | 4.375% Notes          
Debt Instrument          
Debt instrument, face amount   $ 500,000 $ 500,000 $ 500,000  
Carrying Value   $ 499,030 $ 499,030 $ 497,864  
Interest rate, stated percentage   4.375% 4.375% 4.375%  
Unsecured Debt | 4.625% Notes          
Debt Instrument          
Debt instrument, face amount   $ 800,000 $ 800,000 $ 800,000  
Carrying Value   $ 795,449 $ 795,449 $ 790,641  
Interest rate, stated percentage   4.625% 4.625% 4.625%  
Unsecured Debt | 4.500% Notes          
Debt Instrument          
Debt instrument, face amount   $ 500,000 $ 500,000 $ 500,000  
Carrying Value   $ 490,274 $ 490,274 $ 486,520  
Interest rate, stated percentage   4.50% 4.50% 4.50%  
Unsecured Debt | 4.250% Notes          
Debt Instrument          
Debt instrument, face amount   $ 1,250,000 $ 1,250,000 $ 1,250,000  
Carrying Value   $ 1,243,819 $ 1,243,819 $ 1,241,678  
Interest rate, stated percentage   4.25% 4.25% 4.25%  
Unsecured Debt | 5.750% Notes          
Debt Instrument          
Debt instrument, face amount   $ 750,000 $ 750,000 $ 750,000  
Carrying Value   $ 755,140 $ 755,140 $ 756,800  
Interest rate, stated percentage   5.75% 5.75% 5.75%  
Unsecured Debt | 3.750% Notes          
Debt Instrument          
Debt instrument, face amount   $ 750,000 $ 750,000 $ 750,000  
Carrying Value   $ 746,024 $ 746,024 $ 744,762  
Interest rate, stated percentage   3.75% 3.75% 3.75%  
Unsecured Debt | 4.500% Notes          
Debt Instrument          
Debt instrument, face amount   $ 350,000 $ 350,000 $ 350,000  
Carrying Value   $ 341,581 $ 341,581 $ 339,689  
Interest rate, stated percentage   4.50% 4.50% 4.50%  
Unsecured Debt | 4.750% Notes          
Debt Instrument          
Debt instrument, face amount   $ 1,250,000 $ 1,250,000 $ 1,250,000  
Carrying Value   $ 1,241,481 $ 1,241,481 $ 1,239,594  
Interest rate, stated percentage   4.75% 4.75% 4.75%  
Hedge adjusted interest rate     4.516% 4.516%  
Unsecured Debt | 3.875% Notes          
Debt Instrument          
Debt instrument, face amount   $ 750,000 $ 750,000 $ 750,000  
Carrying Value   $ 699,937 $ 699,937 $ 691,692  
Interest rate, stated percentage   3.875% 3.875% 3.875%  
Unsecured Debt | 4.625% Notes          
Debt Instrument          
Debt instrument, face amount   $ 1,000,000 $ 1,000,000 $ 1,000,000  
Carrying Value   $ 991,732 $ 991,732 $ 990,531  
Interest rate, stated percentage   4.625% 4.625% 4.625%  
Unsecured Debt | 4.950% Notes          
Debt Instrument          
Debt instrument, face amount   $ 1,000,000 $ 1,000,000 $ 1,000,000  
Carrying Value   $ 990,646 $ 990,646 $ 989,347  
Interest rate, stated percentage   4.95% 4.95% 4.95%  
Hedge adjusted interest rate     4.541% 4.541%  
Unsecured Debt | 4.125% Notes          
Debt Instrument          
Debt instrument, face amount   $ 1,000,000 $ 1,000,000 $ 1,000,000  
Carrying Value   $ 991,239 $ 991,239 $ 990,111  
Interest rate, stated percentage   4.125% 4.125% 4.125%  
Unsecured Debt | 5.125% Notes          
Debt Instrument          
Debt instrument, face amount   $ 1,500,000 $ 1,500,000 $ 1,500,000  
Carrying Value   $ 1,484,366 $ 1,484,366 $ 1,482,836  
Interest rate, stated percentage   5.125% 5.125% 5.125%  
Hedge adjusted interest rate     3.98% 3.98%  
Unsecured Debt | 5.750% Notes          
Debt Instrument          
Debt instrument, face amount   $ 550,000 $ 550,000   $ 550,000
Carrying Value   $ 540,671 $ 540,671    
Interest rate, stated percentage   5.75% 5.75%   5.75%
Hedge adjusted interest rate     5.694%    
Unsecured Debt | 5.625% Notes          
Debt Instrument          
Debt instrument, face amount   $ 750,000 $ 750,000 $ 750,000  
Carrying Value   $ 736,224 $ 736,224 $ 735,854  
Interest rate, stated percentage   5.625% 5.625% 5.625%  
Unsecured Debt | 6.125% Notes          
Debt Instrument          
Debt instrument, face amount   $ 500,000 $ 500,000   $ 500,000
Carrying Value   $ 485,350 $ 485,350    
Interest rate, stated percentage   6.125% 6.125%   6.125%
Unsecured Debt | 5.625% Notes          
Debt Instrument          
Debt instrument, face amount       $ 1,050,000  
Carrying Value       $ 1,051,280  
Interest rate, stated percentage       5.625% 5.625%
Revolving Credit Facility          
Debt Instrument          
Commitment fee percentage   0.20% 0.22%    
Revolving Credit Facility | Minimum          
Debt Instrument          
Basis spread on variable rate (percent) 0.775%   0.775%    
Commitment fee percentage     0.15%    
Revolving Credit Facility | Maximum          
Debt Instrument          
Basis spread on variable rate (percent) 1.325%   1.325%    
Commitment fee percentage     0.375%    
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)          
Debt Instrument          
Basis spread on variable rate adjustment (percent)     0.10%    
Revolving Credit Facility | Canadian Overnight Repo Rate Average (CORRA)          
Debt Instrument          
Basis spread on variable rate adjustment (percent)     0.29547%    
Revolving Credit Facility | Canadian Overnight Repo Rate Average (CORRA) | Minimum          
Debt Instrument          
Basis spread on variable rate (percent) 0.00%        
Revolving Credit Facility | Canadian Overnight Repo Rate Average (CORRA) | Maximum          
Debt Instrument          
Basis spread on variable rate (percent) 0.325%        
USD | Revolving Credit Facility | Unsecured Debt          
Debt Instrument          
Debt instrument, face amount   $ 0 $ 0 $ 0  
Carrying Value   0 $ 0 $ 0  
USD | Revolving Credit Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR)          
Debt Instrument          
Basis spread on variable rate (percent)     0.85% 1.05%  
CAD | Revolving Credit Facility | Unsecured Debt          
Debt Instrument          
Debt instrument, face amount   148,310 $ 148,310 $ 162,346  
Carrying Value   148,310 $ 148,310 $ 162,346  
CAD | Revolving Credit Facility | Unsecured Debt | Canadian Overnight Repo Rate Average (CORRA)          
Debt Instrument          
Basis spread on variable rate (percent)     0.85%    
CAD | Revolving Credit Facility | Unsecured Debt | Canadian Dollar Offered Rate (CDOR)          
Debt Instrument          
Basis spread on variable rate (percent)       1.05%  
GBP | Revolving Credit Facility | Sterling Overnight Index Average (SONIA)          
Debt Instrument          
Basis spread on variable rate (percent)       1.05%  
GBP | Revolving Credit Facility | Unsecured Debt          
Debt Instrument          
Debt instrument, face amount   19,394 $ 19,394 $ 11,458  
Carrying Value   $ 19,394 $ 19,394 $ 11,458  
GBP | Revolving Credit Facility | Unsecured Debt | Sterling Overnight Index Average (SONIA)          
Debt Instrument          
Basis spread on variable rate (percent)     0.85%    
v3.24.3
Debt - Schedule of Future Minimum Repayment (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Long-term Debt, Fiscal Year Maturity  
2024 (remaining) $ 0
2025 2,050,000
2026 1,917,704
2027 1,500,000
2028 1,600,000
2029 1,750,000
Thereafter 8,300,000
Total minimum principal payments $ 17,117,704
v3.24.3
Debt - Senior Unsecured Notes (Details) - USD ($)
$ in Thousands
Mar. 18, 2024
Apr. 29, 2022
Sep. 30, 2024
Dec. 31, 2023
Feb. 05, 2020
Nov. 26, 2019
Debt Instrument            
Debt instrument, face amount     $ 17,117,704 $ 17,123,804    
Unsecured Debt            
Debt Instrument            
Redemption price, percentage (equal to)   100.00%        
November 2019 Notes Senior Unsecured Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount           $ 2,250,000
February 2020 Notes Senior Unsecured Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount         $ 2,500,000  
Senior Unsecured April 2022 Notes            
Debt Instrument            
Ratio of unencumbered assets to unsecured indebtedness     1.50      
Senior Unsecured April 2022 Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount   $ 5,000,000        
Exchange Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount   3,100,000        
MGP OP Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount   $ 64,200        
March 2024 Senior Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount $ 1,050,000          
5.750% Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount $ 550,000   $ 550,000      
Interest rate, stated percentage 5.75%   5.75%      
6.125% Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount $ 500,000   $ 500,000      
Interest rate, stated percentage 6.125%   6.125%      
5.625% Notes | Unsecured Debt            
Debt Instrument            
Debt instrument, face amount       $ 1,050,000    
Interest rate, stated percentage 5.625%     5.625%    
Repayments of long-term debt $ 1,024,200          
MGP OP Notes due 2024 | Unsecured Debt            
Debt Instrument            
Interest rate, stated percentage 5.625%          
Repayments of long-term debt $ 25,800          
v3.24.3
Debt - Unsecured Credit Facilities (Details)
£ in Millions, $ in Millions, $ in Millions
9 Months Ended
Feb. 08, 2022
USD ($)
option
Sep. 30, 2024
CAD ($)
Sep. 30, 2024
GBP (£)
Jul. 15, 2022
USD ($)
Canadian Overnight Repo Rate Average (CORRA)        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 1.00%      
Federal Reserve Bank Of New York Rate        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 0.50%      
Secured Overnight Financing Rate (SOFR)        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 1.00%      
Revolving Credit Facility        
Line of Credit Facility [Line Items]        
Maximum borrowing capacity $ 2,500     $ 1,250
Number of extension options | option 2      
Extension term 6 months      
Extension fee percentage 0.0625%      
Increase in borrowing capacity $ 1,000      
Revolving Credit Facility | Unsecured Debt        
Line of Credit Facility [Line Items]        
Outstanding amount   $ 200.0 £ 14.5  
Revolving Credit Facility | Minimum        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 0.775% 0.775%    
Facility fee percentage 0.15%      
Revolving Credit Facility | Minimum | Base Rate        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 0.00%      
Revolving Credit Facility | Minimum | Canadian Overnight Repo Rate Average (CORRA)        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 0.00%      
Revolving Credit Facility | Maximum        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 1.325% 1.325%    
Facility fee percentage 0.375%      
Revolving Credit Facility | Maximum | Base Rate        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 0.325%      
Revolving Credit Facility | Maximum | Canadian Overnight Repo Rate Average (CORRA)        
Line of Credit Facility [Line Items]        
Basis spread on variable rate (percent) 0.325%      
v3.24.3
Debt - MGM Grand/Mandalay Bay CMBS Debt (Details)
$ in Billions
Jan. 09, 2023
USD ($)
MGM Grand Mandalay Bay Note due 2030  
Debt Instrument  
Interest rate, stated percentage 3.558%
MGM Grand Mandalay Bay JV  
Debt Instrument  
Percentage of voting interests acquired 49.90%
MGM Grand Mandalay Bay JV | MGM Grand Mandalay Bay JV | MGM Grand Mandalay Bay Note due 2032  
Debt Instrument  
Liabilities incurred $ 3.0
v3.24.3
Derivatives - Schedule of Derivatives (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
instrument
Dec. 31, 2023
USD ($)
instrument
3.3072% Forward Starting Interest Rate Swap, December 10, 2031    
Derivative    
Number of Instruments | instrument 6  
Fixed Rate 3.3072%  
Notional | $ $ 300,000  
3.6170% Forward Starting Interest Rate Swap, May 14, 2032    
Derivative    
Number of Instruments | instrument 1  
Fixed Rate 3.617%  
Notional | $ $ 50,000  
3.2280% Forward Starting Interest Rate Swap, March 27, 2035    
Derivative    
Number of Instruments | instrument 1  
Fixed Rate 3.228%  
Notional | $ $ 50,000  
3.6685% Forward Starting Interest Rate Swap, March 6, 2034    
Derivative    
Number of Instruments | instrument   7
Fixed Rate   3.6685%
Notional | $   $ 500,000
v3.24.3
Derivatives - Narrative (Details)
$ in Thousands, £ in Millions, $ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Mar. 31, 2024
USD ($)
instrument
Apr. 30, 2022
USD ($)
instrument
Sep. 30, 2024
USD ($)
instrument
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
instrument
Sep. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
instrument
Sep. 30, 2023
USD ($)
Sep. 30, 2024
CAD ($)
instrument
Sep. 30, 2024
GBP (£)
instrument
Derivative                        
Net proceeds from derivative instruments   $ 206,800                    
Unrealized (loss) gain, foreign currency translation adjustments     $ 2,258 $ (2,173) $ (3,644) $ (1,348) $ 1,732 $ (1,664) $ (3,559) $ (1,280)    
Revolving Credit Facility | Unsecured Debt                        
Derivative                        
Outstanding amount                     $ 200.0 £ 14.5
Net Investment Hedging                        
Derivative                        
Unrealized (loss) gain, foreign currency translation adjustments     $ (2,400)     $ (2,900)     $ 2,400 $ (1,700)    
Forward-Starting Interest Rate Swap                        
Derivative                        
Number of derivatives held | instrument 7 5 8   7       8   8 8
Notional amount $ 500,000 $ 2,500,000 $ 400,000   $ 500,000       $ 400,000      
Net proceeds from derivative instruments $ 2,800                      
Treasury Lock                        
Derivative                        
Number of derivatives held | instrument   2                    
Notional amount   $ 500,000                    
v3.24.3
Derivatives - Schedule of Derivatives on Income Statement (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Derivative                
Unrealized (loss) gain recorded in other comprehensive income $ (2,714)   $ 12,482 $ 20,109 $ 7,573 $ (7,393)    
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks (6,100) $ (6,384) $ (6,046) (6,037) $ (6,037) $ (6,037) $ (18,530) $ (18,111)
Forward-Starting Interest Rate Swap                
Derivative                
Unrealized (loss) gain recorded in other comprehensive income (2,714)     20,109     9,768 20,289
Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks $ (6,100)     $ (6,037)     $ (18,530) $ (18,111)
v3.24.3
Fair Value - Schedule of Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Financial assets:    
Derivative instruments - forward-starting interest rate swaps $ 745 $ 1,563
Financial liabilities:    
Derivative instruments - forward-starting interest rate swaps 3,459 11,218
Interest Rate Swaps | Carrying Amount | Recurring    
Financial assets:    
Derivative instruments - forward-starting interest rate swaps 745 1,563
Financial liabilities:    
Derivative instruments - forward-starting interest rate swaps 3,459 11,218
Interest Rate Swaps | Fair Value | Recurring | Level 1    
Financial assets:    
Derivative instruments - forward-starting interest rate swaps 0 0
Financial liabilities:    
Derivative instruments - forward-starting interest rate swaps 0 0
Interest Rate Swaps | Fair Value | Recurring | Level 2    
Financial assets:    
Derivative instruments - forward-starting interest rate swaps 745 1,563
Financial liabilities:    
Derivative instruments - forward-starting interest rate swaps 3,459 11,218
Interest Rate Swaps | Fair Value | Recurring | Level 3    
Financial assets:    
Derivative instruments - forward-starting interest rate swaps 0 0
Financial liabilities:    
Derivative instruments - forward-starting interest rate swaps $ 0 $ 0
v3.24.3
Fair Value - Schedule Of Estimated Fair Values (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Carrying Amount    
Financial assets:    
Cash and cash equivalents $ 355,667 $ 522,574
Carrying Amount | Revolving Credit Facility    
Financial liabilities:    
Debt 167,704 173,804
Carrying Amount | MGM Grand/Mandalay Bay CMBS Debt    
Financial liabilities:    
Debt 2,793,787 2,773,758
Carrying Amount | Senior Unsecured Notes    
Financial liabilities:    
Debt 13,782,093 13,776,563
Fair Value    
Financial assets:    
Cash and cash equivalents 355,667 522,574
Fair Value | Revolving Credit Facility    
Financial liabilities:    
Debt 167,704 173,804
Fair Value | MGM Grand/Mandalay Bay CMBS Debt    
Financial liabilities:    
Debt 2,775,600 2,627,984
Fair Value | Senior Unsecured Notes    
Financial liabilities:    
Debt 13,864,637 13,469,176
Investments in leases – financing receivables | Carrying Amount    
Financial assets:    
Investments in leases, loans and securities 18,410,105 18,211,102
Investments in leases – financing receivables | Fair Value    
Financial assets:    
Investments in leases, loans and securities 17,769,698 17,717,435
Investments in loans and securities | Carrying Amount    
Financial assets:    
Investments in leases, loans and securities 1,550,680 1,144,177
Investments in loans and securities | Fair Value    
Financial assets:    
Investments in leases, loans and securities $ 1,461,516 $ 1,060,249
v3.24.3
Commitments and Contingent Liabilities - Narrative (Details)
9 Months Ended
Sep. 30, 2024
option
Cascata Golf Course  
Loss Contingencies  
Number of extension options 3
Renewal term 10 years
Corporate Headquarters  
Loss Contingencies  
Number of extension options 1
Renewal term 5 years
v3.24.3
Commitments and Contingent Liabilities - Schedule of Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Others assets (operating lease and sub-leases right-of-use assets) $ 40,036 $ 38,345
Other liabilities (operating lease and sub-lease liabilities) 39,707 38,345
Other assets (sales-type sub-leases, net) 845,014 847,330
Other liabilities (finance sub-lease liabilities) 864,343 866,052
Other assets (sales-type sub-leases), allowance for credit losses $ 19,300 $ 18,700
Operating Lease, Liability, Statement of Financial Position [Extensible List] Other liabilities Other liabilities
Financing Sub-Lease Commitments    
Lessee, Lease, Description [Line Items]    
Other liabilities (finance sub-lease liabilities) $ 864,343 $ 866,052
v3.24.3
Commitments and Contingent Liabilities - Schedule of Rent Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases, Operating [Abstract]        
Rental expense $ 631 $ 508 $ 1,705 $ 1,515
Contractual rent 254 483 1,109 1,438
Operating Sub-Lease Commitments        
Leases, Operating [Abstract]        
Rental expense 1,712 1,712 5,137 5,137
Rental income 1,712 1,712 5,137 5,137
Contractual rent 1,699 1,650 5,064 4,918
Financing Sub-Lease Commitments        
Leases, Finance [Abstract]        
Rental income 16,003 14,490 48,026 43,349
Rental expense 16,003 14,490 48,026 43,349
Contractual rent $ 17,757 $ 15,925 $ 49,266 $ 44,488
v3.24.3
Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Operating Leases    
2024 (remaining) $ 249  
2025 1,082  
2026 2,772  
2027 1,921  
2028 2,813  
2029 1,921  
Thereafter 20,825  
Total minimum lease commitments 31,583  
Discounting factor 10,371  
Lease liability $ 21,212  
Weighted average remaining lease term 12 years 6 months  
Financing Sub-Lease Commitments    
Lease liability $ 864,343 $ 866,052
Minimum    
Operating Leases    
Discount rates 5.30%  
Maximum    
Operating Leases    
Discount rates 7.00%  
Operating Sub-Lease Commitments    
Operating Leases    
2024 (remaining) $ 1,489  
2025 5,129  
2026 3,934  
2027 4,009  
2028 3,034  
2029 2,094  
Thereafter 0  
Total minimum lease commitments 19,689  
Discounting factor 1,194  
Lease liability $ 18,495  
Weighted average remaining lease term 4 years 3 months 18 days  
Operating Sub-Lease Commitments | Minimum    
Operating Leases    
Discount rates 2.60%  
Operating Sub-Lease Commitments | Maximum    
Operating Leases    
Discount rates 2.90%  
Financing Sub-Lease Commitments    
Financing Sub-Lease Commitments    
2024 (remaining) $ 15,838  
2025 65,269  
2026 65,269  
2027 65,269  
2028 65,333  
2029 65,900  
Thereafter 2,695,542  
Total minimum lease commitments 3,038,420  
Discounting factor 2,174,077  
Lease liability $ 864,343 $ 866,052
Weighted average remaining lease term 51 years 10 months 24 days  
Financing Sub-Lease Commitments | Minimum    
Financing Sub-Lease Commitments    
Discount rates 5.60%  
Financing Sub-Lease Commitments | Maximum    
Financing Sub-Lease Commitments    
Discount rates 8.30%  
v3.24.3
Stockholders' Equity - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Oct. 01, 2024
May 06, 2024
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Class of Stock            
Total number of common and preferred shares authorized (in shares)     1,400,000,000 1,400,000,000    
Common stock, shares authorized (in shares)     1,350,000,000 1,350,000,000   1,350,000,000
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
Proceeds from offering of common stock, net       $ 115,112,000 $ 1,672,417,000  
January 2023 Forward Sales Settlement            
Class of Stock            
Offering fair value       $ 0    
ATM Stock Offering Program            
Class of Stock            
Offering fair value     $ 0      
Maximum amount of shares to be sold   $ 2,000,000,000        
Forward Shares remaining to be settled under our ATM Program (in shares)     20,900,000 20,900,000    
Offering forward price, net (in dollars per share)     $ 30.22 $ 30.22    
Forward agreement on the proceeds from issuance of common stock       $ 630,200,000    
Forward share agreements, payments for repurchase of common stock       $ 64,400,000    
Forward share agreements, net shares settlement (in shares)       1,933,443    
Subsequent Event | ATM Stock Offering Program            
Class of Stock            
Number of shares settled (in shares) 7,000,000          
Proceeds from offering of common stock, net $ 200,900,000          
v3.24.3
Stockholders' Equity - Schedule of Forward Offering and ATM Program and Forward Settlement Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Jan. 18, 2023
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Class of Stock              
Aggregate Value   $ 115,111 $ 298,253 $ 101,467 $ 1,271,472    
Total Net Proceeds Upon Settlement           $ 115,112 $ 1,672,417
Public Stock Offering And Forward Sales Agreement | January 2023 Forward Sales Settlement              
Class of Stock              
Total Shares Sold (in shares) 30,302,500            
Weighted Average Share Price (in dollars per share) $ 33.00            
Aggregate Value $ 1,000,000            
Initial Forward Sales Price Per Share (in dollars per share) $ 31.85            
Aggregate Net Value $ 964,400            
Shares sold pursuant to the exercise of underwriters' option to purchase additional common stock (in shares) 3,952,500            
Public Stock Offering And Forward Sales Agreement | November 2022 Forward Sales Agreement              
Class of Stock              
Number of Shares Settled (in shares)             18,975,000
Total Net Proceeds Upon Settlement             $ 575,600
Public Stock Offering And Forward Sales Agreement | January 2023 Offering              
Class of Stock              
Number of Shares Settled (in shares)             30,302,500
Total Net Proceeds Upon Settlement             $ 960,500
ATM Stock Offering Program | June 2023 ATM Forward Sale Agreement              
Class of Stock              
Total Shares Sold (in shares)             327,306
Weighted Average Share Price (in dollars per share)     $ 32.36       $ 32.36
Aggregate Value             $ 10,600
Initial Forward Sales Price Per Share (in dollars per share)     $ 31.71       $ 31.71
Aggregate Net Value     $ 10,400       $ 10,400
ATM Stock Offering Program | July 2023 ATM Forward Sale Agreement              
Class of Stock              
Total Shares Sold (in shares)             271,071
Weighted Average Share Price (in dollars per share)     $ 32.13       $ 32.13
Aggregate Value             $ 8,709
Initial Forward Sales Price Per Share (in dollars per share)     $ 31.81       $ 31.81
Aggregate Net Value     $ 8,624       $ 8,624
ATM Stock Offering Program | September 2023 ATM Forward Sale Agreement              
Class of Stock              
Total Shares Sold (in shares)             7,572,281
Weighted Average Share Price (in dollars per share)     $ 30.85       $ 30.85
Aggregate Value             $ 233,577
Initial Forward Sales Price Per Share (in dollars per share)     $ 30.26       $ 30.26
Aggregate Net Value     $ 229,129       $ 229,129
ATM Stock Offering Program | January 2024 ATM Forward Sale Agreement              
Class of Stock              
Total Shares Sold (in shares)           9,662,116  
Weighted Average Share Price (in dollars per share)   $ 31.61       $ 31.61  
Aggregate Value           $ 305,466  
Initial Forward Sales Price Per Share (in dollars per share)   $ 31.30       $ 31.30  
Aggregate Net Value   $ 302,411       $ 302,411  
ATM Stock Offering Program | September 2024 ATM Forward Sale Agreement              
Class of Stock              
Total Shares Sold (in shares)           1,996,483  
Weighted Average Share Price (in dollars per share)   $ 33.82       $ 33.82  
Aggregate Value           $ 67,516  
Initial Forward Sales Price Per Share (in dollars per share)   $ 33.10       $ 33.10  
Aggregate Net Value   $ 66,091       $ 66,091  
ATM Stock Offering Program | 2024 ATM Forward Sale Agreements              
Class of Stock              
Number of Shares Settled (in shares)           4,000,000  
Total Net Proceeds Upon Settlement           $ 115,231  
ATM Stock Offering Program | 2023 ATM Forward Sale Agreements              
Class of Stock              
Number of Shares Settled (in shares)             21,617,592
Total Net Proceeds Upon Settlement             $ 696,643
v3.24.3
Stockholders' Equity - Schedule of Common Stock Outstanding (Details) - shares
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Increase (Decrease) in Stockholders' Equity    
Beginning balance (in shares) 1,042,702,763  
Ending balance (in shares) 1,047,172,481  
Common Stock    
Increase (Decrease) in Stockholders' Equity    
Beginning balance (in shares) 1,042,702,763 963,096,563
Issuance of common stock upon physical settlement of forward sale agreements (in shares) 4,000,000 53,192,592
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures (in shares) 469,718 538,728
Ending balance (in shares) 1,047,172,481 1,016,827,883
v3.24.3
Stockholders' Equity - Schedule of Dividends Declared (Details) - $ / shares
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Equity [Abstract]            
Dividends and distributions declared (in dollars per share) $ 0.4325 $ 0.4150 $ 0.4150 $ 0.4150 $ 0.3900 $ 0.3900
v3.24.3
Earnings Per Share and Earnings Per Unit - Schedule of Weighted Average Earnings Per Share (Details) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]        
Weighted-average shares of common stock outstanding (in shares) 1,046,626,838 1,012,986,784 1,043,921,660 1,007,110,068
Assumed conversion of VICI restricted stock (in shares) 681,000 603,000 467,000 790,000
Assumed settlement of VICI forward sale agreements (in shares) 1,031,000 0 508,000 537,000
Diluted weighted-average shares of common stock outstanding (in shares) 1,048,338,348 1,013,589,640 1,044,897,468 1,008,437,452
VICI Properties LP        
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]        
Weighted-average shares of common stock outstanding (in shares) 1,058,858,211 1,025,218,157 1,056,153,033 1,019,341,441
Assumed conversion of VICI restricted stock (in shares) 681,000 603,000 467,000 790,000
Assumed settlement of VICI forward sale agreements (in shares) 1,031,000 0 508,000 537,000
Diluted weighted-average shares of common stock outstanding (in shares) 1,060,569,721 1,025,821,013 1,057,128,841 1,020,668,825
v3.24.3
Earnings Per Share and Earnings Per Unit - Schedule of Basic And Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Basic:        
Net income attributable to common stockholders $ 732,898 $ 556,329 $ 2,064,216 $ 1,765,771
Weighted-average shares of common stock outstanding (in shares) 1,046,626,838 1,012,986,784 1,043,921,660 1,007,110,068
Basic EPS (in dollars per share) $ 0.70 $ 0.55 $ 1.98 $ 1.75
Diluted:        
Net income attributable to common stockholders $ 732,898 $ 556,329 $ 2,064,216 $ 1,765,771
Diluted weighted-average shares of common stock outstanding (in shares) 1,048,338,348 1,013,589,640 1,044,897,468 1,008,437,452
Diluted EPS (in dollars per share) $ 0.70 $ 0.55 $ 1.98 $ 1.75
VICI Properties LP        
Basic:        
Net income attributable to common stockholders $ 741,519 $ 562,350 $ 2,081,840 $ 1,779,908
Weighted-average shares of common stock outstanding (in shares) 1,058,858,211 1,025,218,157 1,056,153,033 1,019,341,441
Basic EPS (in dollars per share) $ 0.70 $ 0.55 $ 1.97 $ 1.75
Diluted:        
Net income attributable to common stockholders $ 741,519 $ 562,350 $ 2,081,840 $ 1,779,908
Diluted weighted-average shares of common stock outstanding (in shares) 1,060,569,721 1,025,821,013 1,057,128,841 1,020,668,825
Diluted EPS (in dollars per share) $ 0.70 $ 0.55 $ 1.97 $ 1.74
v3.24.3
Earnings Per Share and Earnings Per Unit - Narrative (Details)
Sep. 30, 2024
Earnings Per Share [Abstract]  
Ownership percentage 100.00%
v3.24.3
Stock-Based Compensation - Narrative (Details)
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
shares
Share-based Compensation Arrangement by Share-based Payment Award  
Unrecognized compensation costs | $ $ 22.7
Weighted average period (in years) 1 year 9 months 18 days
Stock Incentive Plan  
Share-based Compensation Arrangement by Share-based Payment Award  
Number of shares authorized (in shares) 12,750,000
Number of remaining shares authorized (in shares) 9,600,000
v3.24.3
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
General and Administrative Expense        
Share-based Compensation Arrangement by Share-based Payment Award        
Stock-based compensation expense $ 4,601 $ 4,019 $ 12,973 $ 11,517
v3.24.3
Stock-Based Compensation - Schedule Of Restricted Stock (Details) - $ / shares
shares in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Incentive And Time-Based Restricted Stock    
Units    
Beginning balance (in shares) 472,635 507,339
Granted (in shares) 286,894 208,179
Vested (in shares) (175,262) (210,165)
Forfeited (in shares) (54,900) (32,718)
Canceled (in shares) 0 0
Ending balance (in shares) 529,367 472,635
Weighted Average Grant Date Fair Value    
Beginning balance (in dollars per share) $ 27.44 $ 27.47
Granted (in dollars per share) 23.88 28.46
Vested (in dollars per share) 29.73 28.12
Forfeited (in dollars per share) 29.91 28.44
Canceled (in dollars per share) 0 0
Ending balance (in dollars per share) $ 24.50 $ 27.55
Performance-Based Restricted Stock Units    
Units    
Beginning balance (in shares) 765,582 769,589
Granted (in shares) 531,268 474,867
Vested (in shares) (243,615) (363,267)
Forfeited (in shares) (141,052) (115,607)
Canceled (in shares) 0 0
Ending balance (in shares) 912,183 765,582
Weighted Average Grant Date Fair Value    
Beginning balance (in dollars per share) $ 28.28 $ 22.88
Granted (in dollars per share) 27.32 28.59
Vested (in dollars per share) 34.27 19.90
Forfeited (in dollars per share) 32.16 19.90
Canceled (in dollars per share) 0 0
Ending balance (in dollars per share) $ 25.52 $ 28.28