Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-55791 | ||
Entity Registrant Name | VICI Properties Inc. | ||
Entity Incorporation, State | MD | ||
Entity Tax Identification Number | 81-4177147 | ||
Entity Address, Street | 535 Madison Avenue, 20th Floor | ||
Entity Address, City | New York, | ||
Entity Address, State | 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 28,600,000,000 | ||
Entity Common Stock, Shares Outstanding | 1,003,674,749 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the VICI Properties Inc.’s definitive proxy statement relating to the 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0001705696 | ||
VICI Properties LP | |||
Document Information [Line Items] | |||
Entity File Number | 333-264352-01 | ||
Entity Registrant Name | VICI Properties L.P. | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 35-2576503 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Entity Central Index Key | 0001920791 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Line Items] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, New York |
VICI Properties LP | |
Audit Information [Line Items] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, New York |
VICI PROPERTIES INC. CONSOLIDAT
VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Real estate portfolio: | |||
Investments in leases - sales-type, net | [1] | $ 17,172,325,000 | $ 13,136,664,000 |
Investment in unconsolidated affiliate | 1,460,775,000 | 0 | |
Land | 153,560,000 | 153,576,000 | |
Cash and cash equivalents | 208,933,000 | 739,614,000 | |
Short-term investments | 217,342,000 | 0 | |
Other assets | 936,328,000 | 424,693,000 | |
Total assets | 37,575,826,000 | 17,597,373,000 | |
Liabilities | |||
Debt, net | 13,739,675,000 | 4,694,523,000 | |
Accrued expenses and deferred revenue | 213,388,000 | 113,530,000 | |
Dividends and distributions payable | 380,178,000 | 226,309,000 | |
Other liabilities | 952,472,000 | 375,837,000 | |
Total liabilities | 15,285,713,000 | 5,410,199,000 | |
Commitments and Contingencies (Note 10) | |||
Stockholders’ equity | |||
Common stock, $0.01 par value, 1,350,000,000 shares authorized and 963,096,563 and 628,942,092 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 9,631,000 | 6,289,000 | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized and no shares outstanding at December 31, 2022 and 2021 | 0 | 0 | |
Additional paid-in capital | 21,645,499,000 | 11,755,069,000 | |
Accumulated other comprehensive income | 185,353,000 | 884,000 | |
Retained earnings | 93,154,000 | 346,026,000 | |
Total VICI stockholders’ equity | 21,933,637,000 | 12,108,268,000 | |
Non-controlling interests | 356,476,000 | 78,906,000 | |
Total stockholders’ equity | 22,290,113,000 | 12,187,174,000 | |
Total liabilities and stockholders’ equity | 37,575,826,000 | 17,597,373,000 | |
Investments in leases - financing receivables, net | |||
Real estate portfolio: | |||
Notes receivable | [1] | 16,740,770,000 | 2,644,824,000 |
Investments in loans, net | |||
Real estate portfolio: | |||
Notes receivable | [1] | $ 685,793,000 | $ 498,002,000 |
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
VICI PROPERTIES INC. CONSOLID_2
VICI PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 963,096,563 | 628,942,092 |
Common stock, shares outstanding (in shares) | 963,096,563 | 628,942,092 |
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 | $ 570,387 | $ 434,852 |
Other assets (sales-type sub-leases), allowance for credit losses | 19,750 | 6,540 |
Investments in loans, net | ||
Financing and loans receivable, allowance for credit losses | 6,865 | 773 |
Investments in leases - financing receivables, net | ||
Financing and loans receivable, allowance for credit losses | $ 726,707 | $ 91,124 |
VICI PROPERTIES INC. CONSOLID_3
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Income from sales-type leases | $ 1,464,245 | $ 1,167,972 | $ 1,007,508 |
Income from operating leases | 0 | 0 | 25,464 |
Income from lease financing receivables and loans | 1,041,229 | 283,242 | 153,017 |
Other income | 59,629 | 27,808 | 15,793 |
Golf revenues | 35,594 | 30,546 | 23,792 |
Total revenues | 2,600,697 | 1,509,568 | 1,225,574 |
Operating expenses | |||
General and administrative | 48,340 | 33,122 | 30,661 |
Depreciation | 3,182 | 3,091 | 3,731 |
Other expenses | 59,629 | 27,808 | 15,793 |
Golf expenses | 22,602 | 20,762 | 17,632 |
Change in allowance for credit losses | 834,494 | (19,554) | 244,517 |
Transaction and acquisition expenses | 22,653 | 10,402 | 8,684 |
Total operating expenses | 990,900 | 75,631 | 321,018 |
Income from unconsolidated affiliate | 59,769 | 0 | 0 |
Interest expense | (539,953) | (392,390) | (308,605) |
Interest income | 9,530 | 120 | 6,795 |
Loss from extinguishment of debt | 0 | (15,622) | (39,059) |
Gain upon lease modification | 0 | 0 | 333,352 |
Income before income taxes | 1,139,143 | 1,026,045 | 897,039 |
Income tax expense | (2,876) | (2,887) | (831) |
Net income | 1,136,267 | 1,023,158 | 896,208 |
Less: Net income attributable to non-controlling interests | (18,632) | (9,307) | (4,534) |
Net income attributable to common stockholders | $ 1,117,635 | $ 1,013,851 | $ 891,674 |
Net income per common share | |||
Basic (in dollars per share) | $ 1.27 | $ 1.80 | $ 1.76 |
Diluted (in dollars per share) | $ 1.27 | $ 1.76 | $ 1.75 |
Weighted average number of shares of common stock outstanding | |||
Basic (in shares) | 877,508,388 | 564,467,362 | 506,140,642 |
Diluted (in shares) | 879,675,845 | 577,066,292 | 510,908,755 |
Other comprehensive income | |||
Net income | $ 1,136,267 | $ 1,023,158 | $ 896,208 |
Reclassification of derivative (gain) loss to Interest expense | (16,233) | 64,239 | 0 |
Unrealized gain (loss) on cash flow hedges | 200,550 | 29,166 | (27,443) |
Comprehensive income | 1,320,584 | 1,116,563 | 868,765 |
Comprehensive income attributable to non-controlling interests | (18,428) | (9,307) | (4,534) |
Comprehensive income attributable to common stockholders | $ 1,302,156 | $ 1,107,256 | $ 864,231 |
VICI PROPERTIES INC. CONSOLID_4
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total VICI Stockholders’ Equity | Total VICI Stockholders’ Equity Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Non-controlling Interests | Non-controlling Interests Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance at Dec. 31, 2019 | $ 8,048,989 | $ (309,362) | $ 7,965,183 | $ (307,114) | $ 4,610 | $ 7,817,582 | $ (65,078) | $ 208,069 | $ (307,114) | $ 83,806 | $ (2,248) |
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net income | 896,208 | 891,674 | 891,674 | 4,534 | |||||||
Issuance of common stock, net | 1,539,533 | 1,539,533 | 755 | 1,538,778 | |||||||
Dividends declared | (661,361) | (653,175) | (653,175) | (8,186) | |||||||
Stock-based compensation, net of forfeitures | 7,181 | 7,181 | 2 | 7,179 | |||||||
Unrealized loss on cash flow hedges | (27,443) | (27,443) | (27,443) | ||||||||
Reclassification of derivative (gain) loss to Interest expense | 0 | ||||||||||
Ending balance at Dec. 31, 2020 | 9,493,745 | 9,415,839 | 5,367 | 9,363,539 | (92,521) | 139,454 | 77,906 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net income | 1,023,158 | 1,013,851 | 1,013,851 | 9,307 | |||||||
Issuance of common stock, net | 2,384,815 | 2,384,815 | 919 | 2,383,896 | |||||||
Dividends declared | (815,586) | (807,279) | (807,279) | (8,307) | |||||||
Stock-based compensation, net of forfeitures | 7,637 | 7,637 | 3 | 7,634 | |||||||
Unrealized loss on cash flow hedges | 29,166 | 29,166 | 29,166 | ||||||||
Reclassification of derivative (gain) loss to Interest expense | 64,239 | 64,239 | 64,239 | ||||||||
Ending balance at Dec. 31, 2021 | 12,187,174 | 12,108,268 | 6,289 | 11,755,069 | 884 | 346,026 | 78,906 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net income | 1,136,267 | 1,117,635 | 1,117,635 | 18,632 | |||||||
Issuance of common stock, net | 9,790,328 | 9,790,328 | 3,337 | 9,786,991 | |||||||
Issuance of VICI OP Units | 374,769 | 374,769 | |||||||||
Reallocation of equity | 0 | 93,286 | 93,338 | (52) | (93,286) | ||||||
Dividends declared | (1,392,979) | (1,370,507) | (1,370,507) | (22,472) | |||||||
Stock-based compensation, net of forfeitures | 10,237 | 10,106 | 5 | 10,101 | 131 | ||||||
Unrealized loss on cash flow hedges | 200,550 | 200,550 | 200,550 | ||||||||
Reclassification of derivative (gain) loss to Interest expense | (16,233) | (16,029) | (16,029) | (204) | |||||||
Ending balance at Dec. 31, 2022 | $ 22,290,113 | $ 21,933,637 | $ 9,631 | $ 21,645,499 | $ 185,353 | $ 93,154 | $ 356,476 |
VICI PROPERTIES INC. CONSOLID_5
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||||||||||
Dividends declared (in dollars per share) | $ 0.3900 | $ 0.3900 | $ 0.3600 | $ 0.3600 | $ 0.3600 | $ 0.3600 | $ 0.3300 | $ 0.3300 | $ 1.500 | $ 1.380 | $ 1.255 |
VICI PROPERTIES INC. CONSOLID_6
VICI PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income | $ 1,136,267 | $ 1,023,158 | $ 896,208 |
Adjustments to reconcile net income to cash flows provided by operating activities: | |||
Non-cash leasing and financing adjustments | (337,631) | (119,969) | (41,764) |
Stock-based compensation | 12,986 | 9,371 | 7,388 |
Non-cash transaction costs | 8,816 | 0 | 0 |
Depreciation | 3,182 | 3,091 | 3,731 |
Amortization of debt issuance costs and original issue discount | 32,363 | 71,452 | 19,872 |
Change in allowance for credit losses | 834,494 | (19,554) | 244,517 |
Income from unconsolidated affiliate | (59,769) | 0 | 0 |
Distributions from unconsolidated affiliate | 64,808 | 0 | 0 |
Net proceeds from settlement of derivatives | 201,434 | 0 | 0 |
Loss on extinguishment of debt | 0 | 15,622 | 39,059 |
Gain upon lease modification | 0 | 0 | (333,352) |
Change in operating assets and liabilities: | |||
Other assets | (5,673) | 830 | (3,065) |
Accrued expenses and deferred revenue | 52,261 | (88,127) | 49,588 |
Other liabilities | (142) | 476 | 1,458 |
Net cash provided by operating activities | 1,943,396 | 896,350 | 883,640 |
Cash flows from investing activities | |||
Net cash paid in connection with MGP Transactions | (4,574,536) | 0 | 0 |
Investments in leases - sales-type | (4,017,851) | 0 | (1,407,260) |
Investments in leases - financing receivables | (296,668) | (6,000) | (2,694,503) |
Investments in loans | (193,733) | (33,614) | (535,476) |
Principal repayments of lease financing receivables | 0 | 543 | 1,961 |
Principal repayments of loan and receipts of deferred fees | 5,696 | 70,448 | 0 |
Capitalized transaction costs | (7,704) | (20,697) | (264) |
Investments in short-term investments | (306,532) | 0 | (19,973) |
Maturities of short-term investments | 89,190 | 19,973 | 59,474 |
Proceeds from sale of real estate | 0 | 13,301 | 50,050 |
Acquisition of property and equipment | (1,876) | (2,505) | (2,768) |
Net cash (used in) provided by investing activities | (9,304,014) | 41,449 | (4,548,759) |
Cash flows from financing activities | |||
Proceeds from offering of common stock, net | 3,219,101 | 2,385,779 | 1,539,748 |
Proceeds from senior unsecured notes | 5,000,000 | 0 | 2,500,000 |
Proceeds from Revolving Credit Facility | 600,000 | 0 | 0 |
Repayment of Term Loan B Facility | 0 | (2,100,000) | 0 |
Repayment of Revolving Credit Facility | (600,000) | 0 | 0 |
Redemption of Second Lien Notes | 0 | 0 | (537,538) |
CPLV CMBS Debt prepayment penalty reimbursement | 0 | 0 | 55,401 |
Repurchase of stock for tax withholding | (6,156) | (1,734) | (207) |
Debt issuance costs | (146,189) | (31,126) | (57,794) |
Distributions to non-controlling interests | (17,702) | (8,307) | (8,186) |
Dividends paid | (1,219,117) | (758,790) | (612,205) |
Net cash provided by (used in) financing activities | 6,829,937 | (514,178) | 2,879,219 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (530,681) | 423,621 | (785,900) |
Cash, cash equivalents and restricted cash, beginning of period | 739,614 | 315,993 | 1,101,893 |
Cash, cash equivalents and restricted cash, end of period | 208,933 | 739,614 | 315,993 |
Supplemental cash flow information: | |||
Cash paid for interest | 466,806 | 323,219 | 262,464 |
Cash paid for income taxes | 3,024 | 1,790 | 561 |
Supplemental non-cash investing and financing activity: | |||
Dividends and distributions declared, not paid | 380,379 | 226,419 | 177,894 |
Debt issuance costs payable | 0 | 43,005 | 0 |
Deferred transaction costs payable | 2,526 | 3,877 | 496 |
Non-cash change in Investments in leases - financing receivables | 189,123 | 21,139 | 8,116 |
Obtaining right-of-use assets in exchange for lease liabilities | 541,676 | 0 | 282,054 |
Transfer of Investments in leases - operating to Investments in leases - sales-type and direct financing due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | 0 | 0 | 1,023,179 |
Transfer of Investments in leases - operating to Land due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | $ 0 | $ 0 | $ 63,479 |
VICI PROPERTIES L.P. CONSOLIDAT
VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Real estate portfolio: | |||
Investments in leases - sales-type, net | [1] | $ 17,172,325,000 | $ 13,136,664,000 |
Investment in unconsolidated affiliate | 1,460,775,000 | 0 | |
Land | 153,560,000 | 153,576,000 | |
Cash and cash equivalents | 208,933,000 | 739,614,000 | |
Short-term investments | 217,342,000 | 0 | |
Other assets | 936,328,000 | 424,693,000 | |
Total assets | 37,575,826,000 | 17,597,373,000 | |
Liabilities | |||
Debt, net | 13,739,675,000 | 4,694,523,000 | |
Accrued expenses and deferred revenue | 213,388,000 | 113,530,000 | |
Distributions payable | 380,178,000 | 226,309,000 | |
Other liabilities | 952,472,000 | 375,837,000 | |
Total liabilities | 15,285,713,000 | 5,410,199,000 | |
Commitments and Contingencies (Note 10) | |||
Partners’ Capital | |||
Accumulated other comprehensive income | 185,353,000 | 884,000 | |
Total liabilities and stockholders’ equity | 37,575,826,000 | 17,597,373,000 | |
VICI Properties LP | |||
Real estate portfolio: | |||
Investments in leases - sales-type, net | 17,172,325,000 | 13,136,664,000 | |
Investment in unconsolidated affiliate | 1,460,775,000 | 0 | |
Land | 153,560,000 | 153,576,000 | |
Cash and cash equivalents | 142,600,000 | 705,566,000 | |
Short-term investments | 217,342,000 | 0 | |
Other assets | 856,605,000 | 344,014,000 | |
Total assets | 37,429,770,000 | 17,482,646,000 | |
Liabilities | |||
Debt, net | 13,739,675,000 | 4,694,523,000 | |
Accrued expenses and deferred revenue | 206,643,000 | 110,056,000 | |
Distributions payable | 380,581,000 | 226,309,000 | |
Other liabilities | 937,655,000 | 361,270,000 | |
Total liabilities | 15,264,554,000 | 5,392,158,000 | |
Commitments and Contingencies (Note 10) | |||
Partners’ Capital | |||
Partners’ capital, 975,327,936 and 628,942,092 operating partnership units issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 21,900,511,000 | 12,010,698,000 | |
Accumulated other comprehensive income | 185,201,000 | 884,000 | |
Total VICI LP’s capital | 22,085,712,000 | 12,011,582,000 | |
Non-controlling interest | 79,504,000 | 78,906,000 | |
Total capital attributable to partners | 22,165,216,000 | 12,090,488,000 | |
Total liabilities and stockholders’ equity | 37,429,770,000 | 17,482,646,000 | |
Investments in leases - financing receivables, net | |||
Real estate portfolio: | |||
Notes receivable | [1] | 16,740,770,000 | 2,644,824,000 |
Investments in leases - financing receivables, net | VICI Properties LP | |||
Real estate portfolio: | |||
Notes receivable | 16,740,770,000 | 2,644,824,000 | |
Investments in loans, net | |||
Real estate portfolio: | |||
Notes receivable | [1] | 685,793,000 | 498,002,000 |
Investments in loans, net | VICI Properties LP | |||
Real estate portfolio: | |||
Notes receivable | $ 685,793,000 | $ 498,002,000 | |
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
VICI PROPERTIES L.P. CONSOLID_2
VICI PROPERTIES L.P. CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Sales-type and direct financing, allowance for credit losses | $ 570,387 | $ 434,852 |
Other assets (sales-type sub-leases), allowance for credit losses | 19,750 | 6,540 |
Investments in leases - financing receivables, net | ||
Financing and loans receivable, allowance for credit losses | 726,707 | 91,124 |
Investments in loans, net | ||
Financing and loans receivable, allowance for credit losses | $ 6,865 | $ 773 |
VICI Properties LP | ||
Operating partnership units issued (in shares) | 975,327,936 | 628,942,092 |
Operating partnership units outstanding (in shares) | 975,327,936 | 628,942,092 |
VICI PROPERTIES L.P. CONSOLID_3
VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Income from sales-type leases | $ 1,464,245 | $ 1,167,972 | $ 1,007,508 |
Income from operating leases | 0 | 0 | 25,464 |
Income from lease financing receivables and loans | 1,041,229 | 283,242 | 153,017 |
Other income | 59,629 | 27,808 | 15,793 |
Total revenues | 2,600,697 | 1,509,568 | 1,225,574 |
Operating expenses | |||
General and administrative | 48,340 | 33,122 | 30,661 |
Depreciation | 3,182 | 3,091 | 3,731 |
Other expenses | 59,629 | 27,808 | 15,793 |
Transaction and acquisition expenses | 22,653 | 10,402 | 8,684 |
Total operating expenses | 990,900 | 75,631 | 321,018 |
Income from unconsolidated affiliate | 59,769 | 0 | 0 |
Interest expense | (539,953) | (392,390) | (308,605) |
Interest income | 9,530 | 120 | 6,795 |
Loss from extinguishment of debt | 0 | (15,622) | (39,059) |
Gain upon lease modification | 0 | 0 | 333,352 |
Income before income taxes | 1,139,143 | 1,026,045 | 897,039 |
Income tax expense | (2,876) | (2,887) | (831) |
Net income | 1,136,267 | 1,023,158 | 896,208 |
Less: Net income attributable to non-controlling interests | $ (18,632) | $ (9,307) | $ (4,534) |
Net income per common share | |||
Basic (in dollars per share) | $ 1.27 | $ 1.80 | $ 1.76 |
Diluted (in dollars per share) | $ 1.27 | $ 1.76 | $ 1.75 |
Weighted average number of shares of common stock outstanding | |||
Basic (in shares) | 877,508,388 | 564,467,362 | 506,140,642 |
Diluted (in shares) | 879,675,845 | 577,066,292 | 510,908,755 |
Other comprehensive income | |||
Unrealized gain (loss) on cash flow hedges | $ 200,550 | $ 29,166 | $ (27,443) |
Reclassification of derivative (gain) loss to Interest expense | (16,233) | 64,239 | 0 |
Comprehensive income attributable to common stockholders | 1,302,156 | 1,107,256 | 864,231 |
VICI Properties LP | |||
Revenues | |||
Income from sales-type leases | 1,464,245 | 1,167,972 | 1,007,508 |
Income from operating leases | 0 | 0 | 25,464 |
Income from lease financing receivables and loans | 1,041,229 | 283,242 | 153,017 |
Other income | 59,629 | 27,808 | 15,793 |
Total revenues | 2,565,103 | 1,479,022 | 1,201,782 |
Operating expenses | |||
General and administrative | 48,332 | 33,122 | 30,654 |
Depreciation | 121 | 121 | 116 |
Other expenses | 59,629 | 27,808 | 15,793 |
Change in allowance for credit losses | 834,494 | (19,554) | 244,517 |
Transaction and acquisition expenses | 22,653 | 10,402 | 8,684 |
Total operating expenses | 965,229 | 51,899 | 299,764 |
Income from unconsolidated affiliate | 59,769 | 0 | 0 |
Interest expense | (539,953) | (392,390) | (308,605) |
Interest income | 8,481 | 103 | 6,712 |
Loss from extinguishment of debt | 0 | (15,622) | (39,059) |
Gain upon lease modification | 0 | 0 | 333,352 |
Income before income taxes | 1,128,171 | 1,019,214 | 894,418 |
Income tax expense | (573) | (1,373) | (276) |
Net income | 1,127,598 | 1,017,841 | 894,142 |
Less: Net income attributable to non-controlling interests | (9,127) | (9,307) | (4,534) |
Net income attributable to common stockholders | $ 1,118,471 | $ 1,008,534 | $ 889,608 |
Net income per common share | |||
Basic (in dollars per share) | $ 1.26 | $ 1.79 | $ 1.76 |
Diluted (in dollars per share) | $ 1.26 | $ 1.75 | $ 1.74 |
Weighted average number of shares of common stock outstanding | |||
Basic (in shares) | 885,785,509 | 564,467,362 | 506,140,642 |
Diluted (in shares) | 887,952,966 | 577,066,292 | 510,908,755 |
Other comprehensive income | |||
Net income attributable to common stockholders | $ 1,118,471 | $ 1,008,534 | $ 889,608 |
Unrealized gain (loss) on cash flow hedges | 200,550 | 29,166 | (27,443) |
Reclassification of derivative (gain) loss to Interest expense | (16,233) | 64,239 | 0 |
Comprehensive income attributable to common stockholders | $ 1,302,788 | $ 1,101,939 | $ 862,165 |
VICI PROPERTIES L.P. CONSOLID_4
VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Limited Partner Cumulative Effect, Period of Adoption, Adjustment | Non-controlling Interests Cumulative Effect, Period of Adoption, Adjustment | VICI Properties LP | VICI Properties LP Limited Partner | VICI Properties LP Accumulated Other Comprehensive (Loss) Income | VICI Properties LP Non-controlling Interests |
Beginning balance at Dec. 31, 2019 | $ (309,362) | $ (307,114) | $ (2,248) | $ 7,964,795 | $ 7,946,067 | $ (65,078) | $ 83,806 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income (loss) | 894,142 | 889,608 | 4,534 | |||||
Contributions from parent | 1,544,363 | 1,544,363 | ||||||
Distributions to parent | (662,452) | (662,452) | ||||||
Distributions to non-controlling interest | (8,186) | (8,186) | ||||||
Stock-based compensation, net of forfeitures | 7,322 | 7,322 | ||||||
Unrealized gain (loss) recorded in other comprehensive income | $ (27,443) | (27,443) | (27,443) | |||||
Reclassification of derivative (gain) loss to Interest expense | 0 | 0 | ||||||
Ending balance at Dec. 31, 2020 | 9,403,179 | 9,417,794 | (92,521) | 77,906 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income (loss) | 1,017,841 | 1,008,534 | 9,307 | |||||
Contributions from parent | 2,405,602 | 2,405,602 | ||||||
Distributions to parent | (830,498) | (830,498) | ||||||
Distributions to non-controlling interest | (8,307) | (8,307) | ||||||
Stock-based compensation, net of forfeitures | 9,266 | 9,266 | ||||||
Unrealized gain (loss) recorded in other comprehensive income | 29,166 | 29,166 | 29,166 | |||||
Reclassification of derivative (gain) loss to Interest expense | 64,239 | 64,239 | 64,239 | |||||
Ending balance at Dec. 31, 2021 | 12,090,488 | 12,010,698 | 884 | 78,906 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income (loss) | 1,127,598 | 1,118,471 | 9,127 | |||||
Contributions from parent | 10,178,426 | 10,178,426 | ||||||
Distributions to parent | (1,419,825) | (1,419,825) | ||||||
Distributions to non-controlling interest | (8,529) | (8,529) | ||||||
Stock-based compensation, net of forfeitures | 12,741 | 12,741 | ||||||
Unrealized gain (loss) recorded in other comprehensive income | 200,550 | 200,550 | 200,550 | |||||
Reclassification of derivative (gain) loss to Interest expense | $ (16,233) | (16,233) | (16,233) | |||||
Ending balance at Dec. 31, 2022 | $ 22,165,216 | $ 21,900,511 | $ 185,201 | $ 79,504 |
VICI PROPERTIES L.P. CONSOLID_5
VICI PROPERTIES L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income | $ 1,136,267 | $ 1,023,158 | $ 896,208 |
Adjustments to reconcile net income to cash flows provided by operating activities: | |||
Non-cash leasing and financing adjustments | (337,631) | (119,969) | (41,764) |
Stock-based compensation | 12,986 | 9,371 | 7,388 |
Depreciation | 3,182 | 3,091 | 3,731 |
Amortization of debt issuance costs and original issue discount | 32,363 | 71,452 | 19,872 |
Income from unconsolidated affiliate | (59,769) | 0 | 0 |
Distributions from unconsolidated affiliate | 64,808 | 0 | 0 |
Net proceeds from settlement of derivatives | 201,434 | 0 | 0 |
Loss on extinguishment of debt | 0 | 15,622 | 39,059 |
Change in operating assets and liabilities: | |||
Other assets | (5,673) | 830 | (3,065) |
Net cash provided by operating activities | 1,943,396 | 896,350 | 883,640 |
Cash flows from investing activities | |||
Net cash paid in connection with MGP Transactions | (4,574,536) | 0 | 0 |
Investments in leases - sales-type | (4,017,851) | 0 | (1,407,260) |
Investments in leases - financing receivables | (296,668) | (6,000) | (2,694,503) |
Investments in loans | (193,733) | (33,614) | (535,476) |
Principal repayments of lease financing receivables | 0 | 543 | 1,961 |
Principal repayments of loan and receipts of deferred fees | 5,696 | 70,448 | 0 |
Capitalized transaction costs | (7,704) | (20,697) | (264) |
Investments in short-term investments | (306,532) | 0 | (19,973) |
Maturities of short-term investments | 89,190 | 19,973 | 59,474 |
Proceeds from sale of real estate | 0 | 13,301 | 50,050 |
Acquisition of property and equipment | (1,876) | (2,505) | (2,768) |
Net cash (used in) provided by investing activities | (9,304,014) | 41,449 | (4,548,759) |
Cash flows from financing activities | |||
Proceeds from senior unsecured notes | 5,000,000 | 0 | 2,500,000 |
Proceeds from Revolving Credit Facility | 600,000 | 0 | 0 |
Repayment of Revolving Credit Facility | (600,000) | 0 | 0 |
Repayment of Term Loan B Facility | 0 | (2,100,000) | 0 |
Redemption of Second Lien Notes | 0 | 0 | (537,538) |
CPLV CMBS Debt prepayment penalty reimbursement | 0 | 0 | 55,401 |
Repurchase of stock for tax withholding | (6,156) | (1,734) | (207) |
Debt issuance costs | (146,189) | (31,126) | (57,794) |
Net cash provided by (used in) financing activities | 6,829,937 | (514,178) | 2,879,219 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (530,681) | 423,621 | (785,900) |
Cash, cash equivalents and restricted cash, beginning of period | 739,614 | 315,993 | 1,101,893 |
Cash, cash equivalents and restricted cash, end of period | 208,933 | 739,614 | 315,993 |
Supplemental cash flow information: | |||
Cash paid for interest | 466,806 | 323,219 | 262,464 |
Cash paid for income taxes | 3,024 | 1,790 | 561 |
Supplemental non-cash investing and financing activity: | |||
Debt issuance costs payable | 0 | 43,005 | 0 |
Deferred transaction costs payable | 2,526 | 3,877 | 496 |
Non-cash change in Investments in leases - financing receivables | 189,123 | 21,139 | 8,116 |
Obtaining right-of-use assets in exchange for lease liabilities | 541,676 | 0 | 282,054 |
Transfer of Investments in leases - operating to Investments in leases - sales-type and direct financing due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | 0 | 0 | 1,023,179 |
Transfer of Investments in leases - operating to Land due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | 0 | 0 | 63,479 |
VICI Properties LP | |||
Cash flows from operating activities | |||
Net income | 1,127,598 | 1,017,841 | 894,142 |
Adjustments to reconcile net income to cash flows provided by operating activities: | |||
Non-cash leasing and financing adjustments | (337,631) | (119,969) | (41,764) |
Stock-based compensation | 12,683 | 9,266 | 7,322 |
Depreciation | 121 | 121 | 116 |
Amortization of debt issuance costs and original issue discount | 32,363 | 71,452 | 19,872 |
Change in allowance for credit losses | 834,494 | (19,554) | 244,517 |
Income from unconsolidated affiliate | (59,769) | 0 | 0 |
Distributions from unconsolidated affiliate | 64,808 | 0 | 0 |
Net proceeds from settlement of derivatives | 201,434 | 0 | 0 |
Loss on extinguishment of debt | 0 | 15,622 | 39,059 |
Gain upon lease modification | 0 | 0 | (333,352) |
Change in operating assets and liabilities: | |||
Other assets | (2,717) | 2,143 | (3,885) |
Accrued expenses and deferred revenue | 46,837 | (91,026) | 46,402 |
Other liabilities | (392) | 308 | (97) |
Net cash provided by operating activities | 1,919,829 | 886,204 | 872,332 |
Cash flows from investing activities | |||
Net cash paid in connection with MGP Transactions | (4,574,536) | 0 | 0 |
Investments in leases - sales-type | (4,017,851) | 0 | (1,407,260) |
Investments in leases - financing receivables | (296,668) | (6,000) | (2,694,503) |
Investments in loans | (193,733) | (33,614) | (535,476) |
Principal repayments of lease financing receivables | 0 | 543 | 1,961 |
Principal repayments of loan and receipts of deferred fees | 5,696 | 70,448 | 0 |
Capitalized transaction costs | (7,704) | (20,697) | (264) |
Investments in short-term investments | (306,532) | 0 | (19,973) |
Maturities of short-term investments | 89,190 | 19,973 | 59,474 |
Proceeds from sale of real estate | 0 | 13,301 | 50,050 |
Acquisition of property and equipment | (65) | (15) | (589) |
Net cash (used in) provided by investing activities | (9,302,203) | 43,939 | (4,546,580) |
Cash flows from financing activities | |||
Contributions from Parent | 3,219,202 | 2,386,911 | 1,539,862 |
Distributions to Parent | (1,238,920) | (758,300) | (614,057) |
Proceeds from senior unsecured notes | 5,000,000 | 0 | 2,500,000 |
Proceeds from Revolving Credit Facility | 600,000 | 0 | 0 |
Repayment of Revolving Credit Facility | (600,000) | 0 | 0 |
Repayment of Term Loan B Facility | 0 | (2,100,000) | 0 |
Redemption of Second Lien Notes | 0 | 0 | (537,538) |
CPLV CMBS Debt prepayment penalty reimbursement | 0 | 0 | 55,401 |
Repurchase of stock for tax withholding | (6,156) | 0 | 0 |
Debt issuance costs | (146,189) | (31,126) | (57,794) |
Distributions to non-controlling interests | (8,529) | (8,307) | (8,186) |
Net cash provided by (used in) financing activities | 6,819,408 | (510,822) | 2,877,688 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (562,966) | 419,321 | (796,560) |
Cash, cash equivalents and restricted cash, beginning of period | 705,566 | 286,245 | 1,082,805 |
Cash, cash equivalents and restricted cash, end of period | 142,600 | 705,566 | 286,245 |
Supplemental cash flow information: | |||
Cash paid for interest | 466,806 | 323,219 | 262,464 |
Cash paid for income taxes | 1,377 | 1,397 | 561 |
Supplemental non-cash investing and financing activity: | |||
Distributions payable | 380,581 | 226,309 | 176,992 |
Debt issuance costs payable | 0 | 43,005 | 0 |
Deferred transaction costs payable | 2,526 | 3,877 | 496 |
Non-cash change in Investments in leases - financing receivables | 189,123 | 21,139 | 8,116 |
Obtaining right-of-use assets in exchange for lease liabilities | 541,676 | 0 | 282,054 |
Transfer of Investments in leases - operating to Investments in leases - sales-type and direct financing due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | 0 | 0 | 1,023,179 |
Transfer of Investments in leases - operating to Land due to modification of the Caesars Lease Agreements in connection with the Caesars Transaction | $ 0 | $ 0 | $ 63,479 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. As of December 31, 2022, our geographically diverse portfolio consisted of 45 gaming facilities in the United States (and subsequent to our acquisition of the assets of the Pure Portfolio on January 6, 2023, 49 assets located in the United States and Canada), including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort. Our properties are leased to, and our tenants are, subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, EBCI, Foundation Gaming, JACK Entertainment, MGM, PENN Entertainment and Seminole Hard Rock, with Caesars and MGM being our largest tenants. VICI also owns four championship golf courses located near certain of our properties. VICI, the parent company, is a Maryland corporation and internally managed real estate investment trust (“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 taxable REIT subsidiary (“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 substantially all of our net taxable income to stockholders and maintain our qualification as a REIT. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 accounting principles generally accepted in the United States of America (“GAAP”) as 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”). 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. Principles of Consolidation and Non-controlling Interest The accompanying consolidated 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 December 31, 2022, VICI’s non-controlling interests represent an approximately 1.3% third-party ownership of VICI OP in the form of VICI OP Units and a 20% third-party ownership of Harrah’s Joliet LandCo LLC, the entity that owns the Harrah’s Joliet facility and is the lessor under the related Joliet Lease. As VICI OP is a parent entity of VICI LP, VICI LP’s only non-controlling interest is that of third-party ownership of Harrah’s Joliet LandCo LLC. Reportable Segments Our operations consist of real property and real estate lending activities, which represent substantially all of our business. The operating results of both the real property and real estate lending activities are regularly reviewed, in the aggregate, by the chief operating decision maker and considered one operating segment. Our golf operations have been determined to be both quantitatively and qualitatively insignificant to the Company’s business. Accordingly, all operations have been considered to represent one reportable segment and no separate disclosures are required. 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 December 31, 2022 and 2021, 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 had $217.3 million of short-term investments as of December 31, 2022. We did not have any short-term investments as of December 31, 2021. Purchase 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 when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or (ii) the acquisition does not include a substantive process in the form of an acquired workforce or (iii) 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 to the identifiable assets acquired and liabilities assumed, as applicable, using the relative fair value. Generally, with the exception of the MGP Transactions, our acquisitions consists of properties without existing leases or debt and, accordingly, the assets acquired comprise of land, building and site improvements. Further, since all the components of our leases are classified as sales-type or financing leases, 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 the land and building components of the property to determine the classification of each component. 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. We have determined that the land and building components of all of the Caesars Leases (excluding the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City real estate asset components (the “Harrah’s Call Properties”) of the Caesars Regional Master Lease), Century Master Lease, Hard Rock Cincinnati Lease, PENN Entertainment Leases, Southern Indiana Lease, and Venetian Lease meet the definition of a sales-type lease under ASC 842. 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. We determined that the land and building components of the Foundation Master Lease, Harrah’s Call Properties real estate asset components of the Caesars Regional Master Lease, JACK Master Lease and MGM Master Lease meet the definition of a sales-type lease and, since we purchased and leased the assets back to the sellers under sale leaseback transactions, control is not considered to have transferred to us under GAAP. Accordingly, such leases are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded 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. 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. Investments in Loans, net Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and 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. 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 and loans, 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. Upon adoption of ASC 842 on January 1, 2019, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. Upon the consummation of the Caesars Transaction the land component of Caesars Palace Las Vegas, which was previously determined to be an operating lease under ASC 840, along with the other components of the Caesars Leases were reassessed for lease classification and determined to be sales-type leases. Accordingly, subsequent to July 20, 2020, we no longer have any leases classified as operating or direct financing and, as such, the income relating to the land component of Caesars Palace Las Vegas is recognized as Income from sales-type leases and there is no longer any income recorded through Income from operating leases. 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. Allowance for Credit Losses On January 1, 2020, we adopted ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”), which 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, as well as our estimate of future funding commitments associated with such investments, as applicable. 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, Investments in leases - financing receivables and certain of our loans, 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 or loan 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 borrowers and their parent guarantors, as applicable, over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and borrowers 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 or borrower 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, borrowers 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. The CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Sales-type sub-leases (included in Other assets) on our Balance Sheet. 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 will result in a non-cash charge to the Statement of Operations for the relevant period. 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 through the Partner Property Growth Fund. 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 all of our other 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 Sheet. Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the years ended December 31, 2022, 2021 and 2020. Refer to Note 5 - Allowance for Credit Losses for further information. Investments in Land Our investments in land are held at historical cost and comprised of the following: • Las Vegas Land. We own certain underdeveloped or undeveloped land adjacent to the Las Vegas strip . • Vacant, Non-Operating Land. We own certain vacant, non-operating land parcels located outside of Las Vegas. • Eastside Property. In 2017, we sold 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas, known as the Eastside Property, to Caesars for a sales price of $73.6 million. It was determined that the transaction did not meet the requirements of a completed sale for accounting purposes due to a put-call option on the land parcels and the Caesars Forum Convention Center. The amount of $73.6 million is presented as Land with a corresponding amount of $73.6 million recorded in Other liabilities in our Balance Sheet. Property and Equipment Used in Operations Property and equipment used in operations is included within Other assets on our Balance Sheet and represents assets primarily related to VICI Golf, our golf operations. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Impairment We assess our investments in land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows. Investment in Unconsolidated Affiliate We account for our investment in unconsolidated affiliate using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of the investment. Our equity method investment represents our 50.1% ownership interest in the MGM Grand/Mandalay Bay JV, which was acquired in the MGP Transactions and, as a result, was recorded at relative fair value. The difference in basis between our share of the carrying value of the MGM Grand/Mandalay Bay JV and the relative fair value upon acquisition is amortized into Income from unconsolidated affiliate over the estimated useful life of the respective underlying real estate assets, the remaining lease term of the MGM Grand/Mandalay Bay JV Lease, or the remaining term of the assumed debt, as applicable. Subsequent to year-end, on January 9, 2023, we acquired the remaining 49.9% interest from Blackstone Real Estate Income Trust, Inc. (“BREIT”) for cash consideration of approximately $1.3 billion and, accordingly, we will be required to consolidate the operations of the MGM Grand/Mandalay Bay JV starting in the first quarter of 2023. Refer to Note 3 - Real Estate Transactions for further details. We assess our investment in unconsolidated affiliate for recoverability and, if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. 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 the 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. Golf Revenues VICI Golf and Caesars are party to a golf course use agreement (the “Golf Course Use Agreement”), whereby certain subsidiaries of Caesars are granted certain priority rights and privileges with respect to access and use of certain golf course properties. For the year ended December 31, 2022, payments under the Golf Course Use Agreement were comprised of a $10.8 million annual membership fee, $3.5 million of use fees and approximately $1.4 million of minimum rounds fees. The annual membership fee, use fees and minimum round fees are subject to an annual escalator beginning at the times provided under the Golf Course Use Agreement. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers” and recognized ratably over the performance period. Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. Income Taxes-REIT Qualification We conduct our operations as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to federal income tax on income that we pay as distributions to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates (including any alternative minimum tax or excise tax applicable to non-REIT corporations), and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain of our activities which occur within our TRS operations are subject to federal and state income taxes. The provision for income taxes includes current and deferred portions. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. We recognize any interest and penalties, as incurred, in general and administrative expenses in our Statement of Operations. Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. Transaction and Acquisition Expenses Transaction and acquisition-related expenses that are not capitalizable under GAAP, including most leasing costs under ASC 842, are expensed in the period they occur. Transaction and acquisition expenses also include dead deal costs. Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10-day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero See Note 13—Stock-Based Compensation for further information related to the stock-based compensation. Earnings Per Share and Earnings Per Unit Earnings per share (”EPS”) or Earnings per unit (“EPU”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS or EPU is computed by dividing net income applicable to common stockholders or unit holders, as the case may be, by the weighted-average number of shares of common stock or units, as the case may be, outstanding during the period. Diluted EPS or EPU reflects the additional dilution for all potentially dilutive securities including those from our stock incentive plan. See Note 12—Earnings Per Share for the detailed EPS and EPU calculations. Underwriting Commissions and Offering Costs Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. Concentrations of Credit Risk Caesars and MGM 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 Caesars, which includes revenue from the Caesars Leases, represented 46%, 85%, and 84% of our lease revenues for the years ended December 31, 2022, 2021 and 2020, respectively. Revenue from MGM, which comprises revenue from the MGM Master Lease and our proportionate share of the MGM Grand/Mandalay Bay JV Lease (and following our acquisition of the remaining 49.9% interest of the MGM Grand/Mandalay Bay JV on January 9, 2023, includes the entire MGM Grand/Mandalay Bay JV Lease), represented 34% of our lease revenues for the year ended December 31, 2022. Additionally, our properties on the Las Vegas Strip generated approximately 45%, 32%, and 30% of our lease revenues for the years ended December 31, 2022, 2021 and 2020, respectively. 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. Caesars and MGM are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the SEC. Caesars’ and MGM’s SEC filings are available to the public from the SEC’s web site at www.sec.gov . We make no representation as to the accuracy or completeness of the information regarding Caesars and MGM that is available through the SEC’s website or otherwise made available by Caesars, MGM or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K. |
Real Estate Transactions
Real Estate Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Real Estate Transactions | Real Estate Transactions Recent Property Acquisitions MGM Grand/Mandalay Bay JV Interest Acquisition Subsequent to year-end, on January 9, 2023, we closed on the previously announced acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (previously referred to as the “BREIT JV”) from BREIT (the “MGM Grand/Mandalay Bay JV Interest Acquisition”) for cash consideration of $1,261.9 million. We also assumed BREIT’s $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030. The cash consideration was funded through a combination of cash on hand and proceeds from the settlement of the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements (each as defined in Note 11 - Stockholders Equity ). The MGM Grand/Mandalay Bay Lease currently has an annual rent of $303.8 million, all of which we are entitled to following the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition. The MGM Grand/Mandalay Bay Lease has a remaining initial lease term of approximately 27 years (expiring in 2050), with two ten-year tenant renewal options. Rent under the lease agreement escalates annually at 2.0% through 2035 (year 15 of the initial lease term) and thereafter at the greater of 2.0% or Consumer Price Index (“CPI”) (subject to a 3.0% ceiling). As of December 31, 2022, the MGM Grand/Mandalay Bay JV was accounted for as an equity method investment within Investment in unconsolidated affiliate on our Balance Sheet. In the first quarter of 2023, subsequent to the MGM Grand/Mandalay Bay JV Interest Acquisition, we will be required to consolidate the operations of the MGM Grand/Mandalay Bay JV upon which we anticipate the acquisition will be accounted for as an asset acquisition under ASC 805-50. In connection with the acquisition, we will be required to make an election as to whether we retain the prior cost basis of our 50.1% interest in the MGM Grand/Mandalay Bay JV or remeasure such cost basis based on the purchase price of the MGM Grand/Mandalay Bay JV Interest Acquisition, with the difference in the cost basis recognized through income. Additionally, we will be required to make an election as to whether we retain the current operating lease classification of the MGM Grand/Mandalay Bay Lease or reassess such lease classification, which, in the case of reassessment, we anticipate the lease being classified as a sales-type lease. In both instances, no such election has been made at this time and we continue to evaluate the alternative outcomes of each scenario. PURE Canadian Gaming Transaction Subsequent to year-end, on January 6, 2023, we acquired the real estate assets of PURE Casino Edmonton in Edmonton, PURE Casino Yellowhead in Edmonton, PURE Casino Calgary in Calgary, and PURE Casino Lethbridge in Lethbridge, all of which are located in Alberta, Canada, from PURE Canadian Gaming for an aggregate purchase price of approximately C$271.9 million (approximately US$200.8 million based on the exchange rate at the time of the acquisition) (the “PURE Canadian Gaming Transaction”). We financed the PURE Canadian Gaming Transaction with a combination of cash on hand and drawing down C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) under our Revolving Credit Facility. Simultaneous with the acquisition, we entered into the PURE Master Lease. The PURE Master Lease has an initial total annual rent of approximately C$21.8 million (approximately US$16.1 million based on the exchange rate at the time of the acquisition), an initial term of 25 years, with four 5-year tenant renewal options, escalation of 1.25% per annum (with escalation of the greater of 1.5% and Canadian CPI, capped at 2.5%, beginning in lease year four) and minimum capital expenditure requirements of 1.0% of annual net revenue (excluding gaming equipment). The tenant’s obligations under the PURE Master Lease are guaranteed by the parent entity of PURE Canadian Gaming. Foundation Gaming Transaction On December 22, 2022, we acquired real estate assets of the Fitz Casino & Hotel, located in Tunica, Mississippi, and the WaterView Casino & Hotel, located in Vicksburg, Mississippi, from Foundation Gaming for an aggregate purchase price of $293.4 million (the “Foundation Gaming Transaction”). We financed the Foundation Gaming Transaction with cash on hand. Simultaneous with the acquisition, we entered into the Foundation Master Lease. The Foundation Master Lease has an initial total annual rent of $24.3 million, an initial term of 15 years, with four 5-year tenant renewal options, escalation of 1.0% per annum (with escalation of the greater of 1.5% and CPI, capped at 3%, beginning in lease year four) and minimum capital expenditure requirements of 1.0% of annual net revenue (excluding gaming equipment) over a rolling three-year period. The tenants’ obligations under the Foundation Master Lease are guaranteed by the parent entity, Foundation Gaming. We determined that the Foundation Gaming Transaction should be accounted for as an asset acquisition under ASC 805-50 and further, that the land and building components of the Foundation Master Lease meet the definition of a sales-type lease and, since we purchased and leased the assets back to the seller under a sale leaseback transaction, control is not considered to have transferred to us under GAAP. Accordingly, the Foundation Master Lease is accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses in the amount of $28.2 million. Rocky Gap Casino Transaction On August 24, 2022, we and Century Casinos entered into definitive agreements to acquire Rocky Gap Casino Resort (“Rocky Gap Casino”), located in Flintstone, Maryland, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million. Pursuant to the transaction agreements, we will acquire an interest in the land and buildings associated with Rocky Gap Casino for approximately $203.9 million, and Century Casinos will acquire the operating assets of the property for approximately $56.1 million. Simultaneous with the closing of the transaction, the Century Master Lease will be amended to include Rocky Gap Casino, and annual rent under the Century Master Lease will increase by $15.5 million. Additionally, the terms of the Century Master Lease will be extended such that, upon closing of the transaction, the lease will have a full 15-year initial base lease term remaining, with four 5-year tenant renewal options. The tenants’ obligations under the Century Master Lease will continue to be guaranteed by Century Casinos. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in mid-2023. MGP Transactions On April 29, 2022, we closed on the previously announced MGP Transactions governed by the MGP Master Transaction Agreement, pursuant to which we acquired MGP for total consideration of $11.6 billion, plus the assumption of approximately $5.7 billion principal amount of debt, inclusive of our 50.1% share of the MGM Grand/Mandalay Bay JV CMBS debt. Upon closing, the MGP Transactions added $1,012.0 million of annualized rent to our portfolio from 15 Class A entertainment casino resort properties spread across nine regions and comprising 36,000 hotel rooms, 3.6 million square feet of meeting and convention space and hundreds of food, beverage and entertainment venues. The acquired portfolio, including properties owned by the MGM Grand/Mandalay Bay JV, includes seven large-scale entertainment and gaming-related properties located on the Las Vegas Strip: Mandalay Bay, MGM Grand Las Vegas, The Mirage, Park MGM, New York-New York (and The Park, a dining and entertainment district located between New York-New York and Park MGM), Luxor and Excalibur. Outside of Las Vegas, we also acquired eight high-quality casino resort properties pursuant to the MGP Transactions: MGM Grand Detroit in Detroit, Michigan, Beau Rivage in Biloxi, Mississippi, Gold Strike in Tunica, Mississippi, Borgata in Atlantic City, New Jersey, MGM National Harbor in Prince George’s County, Maryland, MGM Northfield Park in Northfield, Ohio, Empire City in Yonkers, New York and MGM Springfield in Springfield, Massachusetts. The acquired portfolio includes two of the five largest hotels in the United States and two of the three largest Las Vegas resorts by room count and convention space. The following is a summary of the agreements and related activities under the MGP Transactions: • MGP Master Transaction Agreement. On August 4, 2021, we entered into the MGP Master Transaction Agreement by and among the Company, MGP, MGP OP, VICI LP, REIT Merger Sub, VICI OP, and MGM. Pursuant to the terms and subject to the conditions set forth in the MGP Master Transaction Agreement, upon the closing of the REIT Merger (as defined in the MGP Master Transaction Agreement) on April 29, 2022, each outstanding Class A common share, no par value per share, of MGP (“MGP Common Shares”) (other than MGP Common Shares then held in treasury by MGP or owned by any of MGP’s wholly owned subsidiaries) was converted into 1.366 (the “Exchange Ratio”) shares of common stock of the Company (such consideration, the “REIT Merger Consideration”). The outstanding Class B common share, no par value per share, of MGP (the “Class B Share”), which was held by MGM, was cancelled at the effective time of the REIT Merger. The REIT Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The number of MGP Common Shares converted to shares of VICI common stock was determined as follows: MGP Common Shares outstanding as of April 29, 2022 156,757,773 Exchange Ratio 1.366 VICI common stock issued (1) 214,131,064 VICI common stock issued for MGP stock-based compensation awards 421,468 Total VICI common stock issued 214,552,532 ____________________ (1) Amount excludes the cash paid in lieu of approximately 54 fractional MGP Common Shares. Following the REIT Merger, pursuant to and subject to the terms set forth in the MGP Master Transaction Agreement, at the effective time of the Partnership Merger (as defined in the MGP Master Transaction Agreement), each limited partnership unit in MGP OP (other than the limited partnership units in MGP OP held by REIT Merger Sub or any subsidiary of MGP OP), all of which were held by MGM and certain of its subsidiaries, was converted into the number of VICI OP Units (the “Partnership Merger Consideration”) equal to the Exchange Ratio. The Company redeemed a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash using the proceeds from the April 2022 Notes offering (the “Redemption”), as further described in Note 7 - Debt . Following the Redemption, MGM retained approximately 12.2 million VICI OP Units. • MGM Master Lease and MGM Grand/Mandalay Bay Lease . Simultaneous with the closing of the Mergers on April 29, 2022, we entered into the MGM Master Lease. The MGM Master Lease has an initial term of 25 years, with three 10-year tenant renewal options and had an initial total annual rent of $860.0 million. Rent under the MGM Master Lease escalates at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum or the increase in the CPI, subject to a 3.0% cap. The tenant’s obligations under the MGM Master Lease are guaranteed by MGM. The total annual rent under the MGM Master Lease was reduced by $90.0 million upon the close of MGM’s sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease on December 19, 2022, and was further reduced by $40.0 million upon the close of MGM’s sale of the operations of Gold Strike to CNB and entrance into the Gold Strike Lease on February 15, 2023, each as further described below under “ Leasing Activity ”. Additionally, we retained MGP’s 50.1% ownership stake in the MGM Grand/Mandalay Bay JV, which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay. The MGM Grand/Mandalay Bay JV Lease remained unchanged and provided for current total annual base rent of approximately $303.8 million, of which approximately $152.2 million is attributable to our investment in the MGM Grand/Mandalay Bay JV, and an initial term of thirty years with two 10-year tenant renewal options. Rent under the MGM Grand/Mandalay Bay Lease escalates at a rate of 2.0% per annum for the first fifteen years and thereafter at the greater of 2.0% per annum or CPI, subject to a 3.0% cap. The tenant’s obligations under the MGM Grand/Mandalay Bay JV Lease will be guaranteed by MGM. Subsequent to year-end, on January 9, 2023, we closed on the MGM Grand/Mandalay Bay JV Interest Acquisition and accordingly own 100% of the interest in the MGM Grand/Mandalay Bay JV. Refer to “ MGM Grand/Mandalay Bay JV Interest Acquisition ” above for further details. • Tax Protection Agreement. In connection with the closing of the MGP Transactions, we entered into the MGM Tax Protection Agreement pursuant to which VICI OP has agreed, subject to certain exceptions, for a period of 15 years following the closing of the Mergers (subject to early termination under certain circumstances), to indemnify MGM and certain of its subsidiaries (the “Protected Parties”) for certain tax liabilities resulting from (1) the sale, transfer, exchange or other disposition of a property owned directly or indirectly by MGP OP immediately prior to the closing date of the Mergers (each, a “Protected Property”), (2) a merger, consolidation, transfer of all assets of, or other significant transaction involving VICI OP pursuant to which the ownership interests of the Protected Parties in VICI OP are required to be exchanged in whole or in part for cash or other property, (3) the failure of VICI OP to maintain approximately $8.5 billion of nonrecourse indebtedness allocable to MGM, which amount may be reduced over time in accordance with the MGM Tax Protection Agreement, and (4) the failure of VICI OP or VICI to comply with certain tax covenants that would impact the tax liabilities of the Protected Parties. In the event that VICI OP or VICI breaches restrictions in the MGM Tax Protection Agreement, VICI OP will be liable for grossed-up tax amounts associated with the income or gain recognized as a result of such breach. In addition, the MGM Grand/Mandalay Bay JV previously entered into a tax protection agreement with MGM with respect to built-in gain and debt maintenance related to MGM Grand Las Vegas and Mandalay Bay, which is effective through mid-2029, and by acquiring MGP, the Company bears its 50.1% proportionate share in the MGM Grand/Mandalay Bay JV of any indemnity under this existing tax protection agreement. Upon the close of the MGM Grand/Mandalay Bay JV Interest Acquisition on January 9, 2023, the tax protection agreement governing the MGM Grand/Mandalay Bay JV remains and we bear 100% of any indemnity under this existing tax protection agreement. • Exchange Offers and Consent Solicitations . On September 13, 2021, we announced that the VICI Issuers commenced (i) private exchange offers to certain eligible holders (collectively, the “Exchange Offers”) for any and all of each series of the MGP OP Notes for up to an aggregate principal amount of $4.2 billion of new notes issued by the VICI Issuers and (ii) consent solicitations with respect to each series of MGP OP Notes (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the MGP OP Notes (collectively, the “MGP OP Notes Indentures”), which, among other things, eliminate or modify certain of the covenants, restrictions, provisions and events of default in each of the MGP OP Notes Indentures. Following the receipt of the requisite consents pursuant to the Consent Solicitations, on September 23, 2021, the MGP Issuers executed supplemental indentures to each of the MGP OP Notes Indentures in order to effect the proposed amendments (the “MGP OP Supplemental Indentures”). The MGP OP Supplemental Indentures became operative upon the settlement of the Exchange Offers and the Consent Solicitations on April 29, 2022 (the “Settlement Date”). Upon completion of the Exchange Offers and Consent Solicitations, the VICI Issuers issued an aggregate principal amount of $4,110.0 million in Exchange Notes, each pursuant to a separate indenture dated as of April 29, 2022, among the VICI Issuers and the Trustee. Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, approximately $90.0 million aggregate principal amount of MGP OP Notes remain outstanding. See Note 7 - Debt for additional information. We assessed the MGP Transactions in accordance with ASC 805, and determined that the acquisition of MGP did not meet the definition of a business as substantially all the assets were concentrated in a group of similarly identifiable acquired assets, and did not include a substantive process in the form of an acquired workforce. Accordingly, the MGP Transactions were accounted for as an asset acquisition under ASC 805-50 and we determined the consideration transferred under the MGP Transactions was $11.6 billion, comprised of the following: (In thousands) Amount REIT Merger Consideration (1) $ 6,568,480 Redemption payment to MGM 4,404,000 VICI OP Units retained by MGM (2) 374,769 Repayment of MGP revolving credit facility (3) 90,000 Transactions costs (4) 119,741 Total consideration transferred $ 11,556,990 Assumption of MGP OP Notes and Exchange Notes, at principal value 4,200,000 Assumption of our proportionate share of the MGM Grand/Mandalay Bay JV CMBS debt, at principal value 1,503,000 Total purchase price $ 17,259,990 ____________________ (1) Amount represents the dollar value of 214,375,990 shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $30.64 per share, which were issued in exchange for the MGP Common Shares outstanding immediately prior to the REIT Merger and certain of the MGP stock-based compensation awards, converted to shares of VICI common stock. (2) Amount represents 12,231,373 VICI OP Units retained by MGM as non-controlling interest in VICI OP, multiplied by the VICI stock price at the time of closing of $30.64 per share. (3) Represents the total amount outstanding under MGP’s revolving credit facility as of April 29, 2022. In connection with the MGP Transactions, such amount was repaid in full and the related credit agreement was terminated. (4) In accordance with ASC 805-50, all direct and incremental costs related to the MGP Transactions, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred. Under ASC 805-50, we allocated the purchase price by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the MGP Transactions: (In thousands) Amount Investments in leases - financing receivables (1) (2) $ 14,245,868 Investment in unconsolidated affiliate (2) (3) 1,465,814 Cash and cash equivalents (4) 25,387 Other assets (4) 338,212 Debt, net (5) (4,106,082) Accrued expenses and deferred revenue (4) (79,482) Other liabilities (4) (332,727) Total net assets acquired $ 11,556,990 ____________________ (1) We valued the real estate portfolio at relative fair value using rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level operating performance and (iii) supply and demand dynamics of each property’s respective market. The multiples used ranged from 15.0x - 18.5x with a weighted average rent multiple of 16.7x, as determined using relative fair value. (2) 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. (3) We value the Investment in unconsolidated affiliate at relative fair based on our percentage ownership of the net assets of the MGM Grand/Mandalay Bay JV. (4) Amounts represents their current carrying value which is equal to fair value. The Other assets and Other liabilities amounts include the gross presentation of certain MGP ground leases which we assumed in connection with the MGP Transactions. (5) Amount represents the fair value of debt as of April 29, 2022, which was estimated as a $93.9 million discount to the notional value. 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. Concurrent with the closing of the MGP Transactions and entry into the MGM Master Lease, we assessed the lease classification of the MGM Master Lease and determined that it met the definition of a sales-type lease. Further, since MGM controlled and consolidated MGP prior to the MGP Transactions, the lease was assessed under the sale-leaseback guidance and determined to be a failed sale-leaseback under which the lease is accounted for as a financing receivable under ASC 310. Accordingly, the relative fair value of the MGP assets of $14.2 billion was recorded as an Investment in leases - financing receivable on our Balance Sheet, net of an initial allowance for credit losses in the amount of $431.5 million. In relation to the MGM Grand/Mandalay Bay JV, we determined that such investment is accounted for as an equity method investment and, accordingly, recorded the relative fair value as an Investment in unconsolidated affiliate on our Balance Sheet. The requirement to record our investment in the MGM Grand/Mandalay Bay JV at relative fair value under ASC 805 resulted in a difference in our acquired basis from that of the underlying records, or historical cost basis, of the MGM Grand/Mandalay Bay JV. Accordingly, we compared our proportionate share of the historical cost basis of the MGM Grand/Mandalay Bay JV as of April 29, 2022 to our proportionate share of the relative fair value, the difference of which was amortized through Income from unconsolidated affiliate over the life of the related asset or liability. As of December 31, 2022, the carrying value of our investment exceeded the underlying historical cost basis of our Investment in unconsolidated affiliate which resulted in a basis difference of $640.0 million. Subsequent to year-end, on January 9, 2023, we acquired the remaining 49.9% interest from BREIT for cash consideration of approximately $1.3 billion and, accordingly, will be required to consolidate the operations of the MGM Grand/Mandalay Bay JV starting in the first quarter of 2023. Refer to “ MGM Grand/Mandalay Bay JV Interest Acquisition ” above for further details. Venetian Acquisition On February 23, 2022, we closed on the previously announced transaction to acquire all of the land and real estate assets associated with the Venetian Resort from Las Vegas Sands Corp. (“LVS”) for $4.0 billion in cash, and the Venetian Tenant acquired the operating assets of the Venetian Resort for $2.25 billion, of which $1.2 billion is in the form of a secured term loan from LVS and the remainder was paid in cash. We funded the Venetian Acquisition with (i) $3.2 billion in net proceeds from the physical settlement of the March 2021 Forward Sale Agreements and the September 2021 Forward Sale Agreements, (ii) an initial draw on the Revolving Credit Facility of $600.0 million (which was subsequently repaid in full using a portion of the proceeds from the April 2022 Notes offering), and (iii) cash on hand. Simultaneous with the closing of the Venetian Acquisition, we entered into the Venetian Lease with the Venetian Tenant. The Venetian Lease has an initial total annual rent of $250.0 million and an initial term of 30 years, with two ten-year tenant renewal options. The annual rent will be subject to escalation equal to the greater of 2.0% and the increase in the CPI, capped at 3.0%, beginning in the earlier of (i) the beginning of the third lease year, and (ii) the month following the month in which the net revenue generated by the Venetian Resort returns to its 2019 level (the year immediately prior to the onset of the COVID-19 pandemic) on a trailing twelve-month basis. We determined that the land and building components of the Venetian Lease meet the definition of a sales-type lease and accordingly are recorded as an Investments in leases - sales-type on our Balance Sheet, net of an initial allowance for credit losses in the amount of $65.6 million. In connection with the Venetian Acquisition, we entered into a Partner Property Growth Fund Agreement (“Venetian PGF”) with the Venetian Tenant. Under the Venetian PGF we agreed to provide up to $1.0 billion for various development and construction projects affecting the Venetian Resort to be identified by the Venetian Tenant and that satisfy certain criteria more particularly set forth in the Venetian PGF, in consideration of additional incremental rent to be paid by the Venetian Tenant under the Venetian Lease and calculated in accordance with a formula set forth in the Venetian PGF. Upon execution of the Venetian PGF, we were required to estimate a CECL allowance related to the contractual commitments to extend credit, which is based on our best estimates of funding such commitments. Accordingly, during the three months ended March 31, 2022, we recorded an initial CECL allowance in Other liabilities in the amount of $8.3 million related to the estimate of our unfunded commitment under the Venetian PGF. In addition, LVS agreed with the Venetian Tenant pursuant to an agreement (the “Contingent Lease Support Agreement”) entered into simultaneously with the closing of the Venetian Acquisition to provide lease payment support designed to guarantee the Venetian Tenant’s rent obligations under the Venetian Lease through 2023, subject to early termination if EBITDAR (as defined in such agreement) generated by the Venetian Resort in 2022 equals or exceeds $550.0 million, or a tenant change of control occurs. We were a third-party beneficiary of the Contingent Lease Support Agreement and had certain enforcement rights pursuant thereto. The EBITDAR generated by the operations of the Venetian resort exceeded $550.0 million for the year ended December 31, 2022 and, accordingly, the Contingent Lease Support Agreement early terminated in accordance with its terms. Recent Leasing Activity Gold Strike Lease Subsequent to year-end, on February 15, 2023, in connection with MGM’s sale of the operations of Gold Strike, we entered into the Gold Strike Lease with CNB related to the land and real estate assets of Gold Strike, and entered into an amendment to the MGM Master Lease in order to account for the divestiture of the operations of Gold Strike. The Gold Strike Lease has initial annual base rent of $40.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of Gold Strike, the MGM Master Lease was amended to account for MGM’s divestiture of the Gold Strike operations and resulted in a reduction of the annual base rent under the MGM Master Lease by $40.0 million. The Gold Strike Lease is guaranteed by CNB. Mirage Lease On December 19, 2022, in connection with MGM’s sale of the operations of the Mirage Hotel & Casino (the “Mirage”) to Hard Rock, we entered into the Mirage Lease and entered into an amendment to the MGM Master Lease relating to the sale of the Mirage. The Mirage Lease has an initial annual base rent of $90.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. Upon the closing of the sale of the Mirage, the MGM Master Lease was amended to account for MGM’s divestiture of the Mirage operations and resulted in a reduction of the annual base rent under the MGM Master Lease by $90.0 million. Additionally, subject to certain conditions, we may fund up to $1.5 billion of Hard Rock’s redevelopment plan for the Mirage through our Partner Property Growth Fund if Hard Rock elects to seek third-party financing for such redevelopment. The specific terms of the potential funding remain subject to ongoing discussion in connection with Hard Rock’s broader planning of the potential redevelopment, as well as the negotiation of definitive documentation between us and Hard Rock, and there are no assurances that the redevelopment of the Hard Rock-Mirage will occur on the contemplated terms, including through our financing, or at all. Century Casinos Expansion On December 1, 2022, we amended the Century Master Lease to provide approximately $51.9 million in capital in connection with our Partner Property Growth Fund for the construction of a land-based casino with an adjacent 38-room hotel tower at Century Casino Caruthersville. Pursuant to the amendment to the Century Master Lease, we will own the real estate improvements associated with these projects and annual rent under the Century Master Lease will increase by approximately $4.2 million following completion of the projects. We determined that the amendments to the Century Master Lease represented lease modifications under ASC 842 under which we were required to reassess the lease classification. Upon reassessment, we determined that the Century Master Lease continues to meet the definition of a sales-type lease and, accordingly, since the classification remains unchanged, we modified the future minimum lease cash flows to reflect the amendment and prospectively adjusted the discount rate used to recognize income such that the carrying value of the lease remains unchanged immediately prior to, and subsequent to, modification. Loan Originations The following table summarizes our 2022 development loan origination activity to date: ($ in thousands) Loan Name Maximum Loan Amount Loan Type Development Project Fontainebleau Las Vegas $ 350,000 Mezzanine Completion of 67-story hotel, gaming, meeting, and entertainment destination located on the north end of the Las Vegas Strip Canyon Ranch Austin 200,000 Senior Secured Canyon Ranch Austin wellness resort located in Austin, TX Great Wolf Northeast 287,920 Senior Secured 549-room indoor water park resort project in Mashantucket, CT Great Wolf Gulf Coast Texas 127,000 Mezzanine 532-room indoor water park resort located in Webster, TX Great Wolf South Florida 59,000 Mezzanine 532-room indoor water park resort located in Collier County, FL Cabot Citrus Farms 120,000 Senior Secured Cabot Citrus Farms golf course and resort located in Brookdale, FL BigShots 80,000 Senior Secured BigShots Golf Facilities throughout the United States Total $ 1,223,920 Fontainebleau Las Vegas Loan On December 23, 2022, we entered into definitive agreements pursuant to which we have agreed to provide up to $350.0 million in mezzanine loan financing (the “Fontainebleau Las Vegas Loan”) to a partnership between Fontainebleau Development, LLC, a builder, owner, and operator of luxury hospitality, commercial and retail properties, and Koch Real Estate Investments, the real estate investment arm of Koch Industries, to complete the construction of Fontainebleau Las Vegas, a 67-story hotel, gaming, meeting, and entertainment destination coming to the north end of the Las Vegas Strip. The investment was, and will continue to be, funded by us in accordance with a construction draw schedule. Fontainebleau Las Vegas is expected to open in the fourth quarter of 2023. Canyon Ranch Austin Loan On October 7, 2022, we entered into a delayed draw term loan facility (the “Canyon Ranch Austin Loan”) with Canyon Ranch, a leading pioneer in global wellness, pursuant to which we agreed to provide up to $200.0 million of secured financing to fund the development of Canyon Ranch Austin in Austin, Texas. In addition, we entered |
Real Estate Portfolio
Real Estate Portfolio | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Real Estate Portfolio | Real Estate Portfolio As of December 31, 2022, our real estate portfolio consisted of the following: • Investments in leases - sales-type, representing our investment in 23 casino assets leased on a triple-net basis to our tenants, Apollo, Caesars, Century Casinos, EBCI, Hard Rock and PENN Entertainment, under nine separate lease agreements; • Investments in leases - financing receivables, representing our investment in 20 casino assets leased on a triple-net basis to our tenants, Caesars, Foundation, Hard Rock, JACK Entertainment and MGM, under five separate lease agreements; • Investments in loans, representing our investments in 11 senior secured and mezzanine loans; • Investment in unconsolidated affiliate, representing our 50.1% ownership in the MGM Grand/Mandalay Bay JV, which in turn owns two assets leased to MGM under the MGM Grand/Mandalay Bay Lease; 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 December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Investments in leases - sales-type, net (1) 17,172,325 13,136,664 Investments in leases - financing receivables, net 16,740,770 2,644,824 Total investments in leases, net 33,913,095 15,781,488 Investments in loans, net 685,793 498,002 Investment in unconsolidated affiliate 1,460,775 — Land 153,560 153,576 Total real estate portfolio $ 36,213,223 $ 16,433,066 ____________________ (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 December 31, 2022 and 2021, the estimated residual values of the leased properties under our Lease Agreements were $11.5 billion and $3.8 billion, respectively. Investments in Leases The following table details the components of our income from sales-type leases and lease financing receivables: Year Ended December 31, (In thousands) 2022 2021 2020 Income from sales-type leases - fixed rent (1) $ 1,436,945 $ 1,161,655 $ 1,007,193 Income from sales-type leases - contingent rent (1) 27,300 6,317 315 Income from operating leases (2) — — 25,464 Income from lease financing receivables - fixed rent (1)(3) 995,383 243,008 137,344 Income from lease financing receivables - contingent rent (1)(3) 1,673 — — Total lease revenue 2,461,301 1,410,980 1,170,316 Non-cash adjustment (4) (337,631) (119,790) (39,883) Total contractual lease revenue $ 2,123,670 $ 1,291,190 $ 1,130,433 ____________________ (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. As of December 31, 2022, we have recognized contingent rent from our Margaritaville Lease and Greektown Lease in relation to the variable rent portion of the respective leases and the Caesars Las Vegas Master Lease, Caesars Regional Master Lease and Joliet Lease in relation to the CPI portion of the annual escalator. (2) Represents the portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Regional Master Lease Agreement. Upon the consummation of the Caesars Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas and certain operating land parcels were reassessed for lease classification and were determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, such income is recognized as Income from sales-type leases. (3) Represents the MGM Master Lease, Harrah’s Call Properties, JACK Master Lease and Foundation Master Lease, all of which were 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. (4) 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 December 31, 2022, minimum lease payments owed to us for each of the five succeeding years 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-Type Financing Receivables Total 2023 $ 1,344,189 $ 1,126,837 $ 2,471,026 2024 1,366,127 1,148,616 2,514,743 2025 1,389,500 1,169,998 2,559,498 2026 1,409,190 1,191,924 2,601,114 2027 1,429,526 1,214,331 2,643,857 Thereafter 56,743,837 87,539,154 144,282,991 Total $ 63,682,369 $ 93,390,860 $ 157,073,229 Weighted Average Lease Term (2) 36.3 years 50.6 years 43.4 years ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) The minimum lease payments and weighted average remaining lease term assumes the exercise of all tenant renewal options, consistent with our conclusions under ASC 842 and ASC 310. Lease Provisions As of December 31, 2022 we owned 45 properties leased under 14 separate Lease Agreements with subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, EBCI, Foundation Gaming, JACK Entertainment, MGM, PENN Entertainment and Seminole Hard Rock, 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 30 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 range from 1% in the earlier years to the greater of 2% or CPI in later years, with certain of our leases providing for a cap with respect to the maximum CPI-based increase. Additionally, certain of our Lease Agreements provide for a variable rent component in which a portion of the annual rent, generally 20%, are 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 Caesars Leases and leases with MGM, our two most significant tenants: ($ In thousands) Caesars Regional Master Lease and Joliet Lease Caesars Las Vegas MGM Master Lease MGM Grand/Mandalay Bay Lease (1) Lease Provision Initial term 18 years 18 years 25 years 30 years Initial term maturity 7/31/2035 7/31/2035 4/30/2047 2/28/2050 Renewal terms Four, five Four, five Three, 10-year terms Two, 10-year terms Current lease year (2) 11/1/22 - 10/31/23 (Lease Year 6) 11/1/22 - 10/31/23 (Lease Year 6) 4/29/22-4/30/23 (Lease Year 1) 3/1/22 - 2/28/23 (Lease Year 3) Current annualized rent $703,678 (3) $454,478 730,000 (4) 303,800 Annual escalator (5) Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor > 2% / change in CPI Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%) Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%) Variable rent adjustment (6) 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 None Variable rent adjustment calculation (5) 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 None ____________________ (1) Subsequent to year-end, on January 9, 2023, we closed on the MGM Grand/Mandalay Bay JV Interest Acquisition and acquired the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV and accordingly, the amounts set forth above reflect our consolidated interest. (2) For the Venetian Lease, lease year two will begin on the earlier of (i) March 1, 2024 and (ii) the first day of the first month following the month in which the net revenue of the Venetian Resort for the trailing twelve months equals or exceeds 2019 net revenue, which date can be no earlier than the anniversary of the first lease year (March 1, 2023). (3) 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 annualized rent under the Caesars Regional Master Lease and Joliet Lease is $694.6 million. (4) The total annual rent under the MGM Master Lease was reduced by $90.0 million upon the close of MGM’s sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease on December 19, 2022, and further reduced by $40.0 million upon the close of MGM’s sale of the operations of Gold Strike on February 15, 2023 (which reduced the total annual rent under the MGM Master Lease to $730.0 million). (5) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. (6) Variable rent is not subject to the 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: Provision Caesars Regional Master Lease and Joliet Lease Caesars Las Vegas Master Lease MGM Grand/Mandalay Bay Lease Venetian Lease All Other 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 (3) $286 million $84 million N/A N/A N/A ____________________ (1) Represents the tenants under our other Lease Agreements not specifically outlined in the table, as specified in their respective Lease Agreements. (2) The Caesars Leases require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Joliet and the 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 the Caesars Leases, 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 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 $380.3 million requirement. Investments in Loans The following is a summary of our investments in loans as of December 31, 2022 and 2021: ($ In thousands) December 31, 2022 Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Weighted Average Interest Rate (3) Weighted Average Term (4) Senior Secured $ 495,901 $ 492,895 $ 584,049 7.8 % 3.2 years Mezzanine 196,597 192,898 514,882 9.1 % 4.3 years Total $ 692,498 $ 685,793 $ 1,098,931 8.2 % 3.5 years ($ In thousands) December 31, 2021 Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Weighted Average Interest Rate Weighted Average Term (3) Senior Secured $ 465,000 $ 465,034 $ 15,000 7.8 % 3.5 years Mezzanine 33,614 32,968 45,886 8.0 % 4.0 years Total $ 498,614 $ 498,002 $ 60,886 7.8 % 3.5 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 December 31, 2022. (4) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date. |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses Adoption of ASC 326 On January 1, 2020, we adopted ASC 326, and, as a result, we are required to estimate and record non-cash expected credit losses related to our historical and any future investments in sales-type leases, lease financing receivables and loans. Upon adoption we elected to use the modified retrospective approach, and recorded a $309.4 million cumulative adjustment, representing a 2.88% CECL allowance. Such amount was recorded as a cumulative-effect adjustment to our opening balance sheet with a reduction in our Investments in leases - sales-type and a corresponding charge to retained earnings. Periods prior to the adoption date that are presented for comparative purposes are not adjusted. Allowance for Credit Losses During the year ended December 31, 2022, we recognized a $834.5 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our acquisition activity during such period in the amount of $573.6 million , representing 68.7% of the total allowance. The initial CECL allowances were in relation to (i) the closing of the MGP Transactions on April 29, 2022, which included the (a) classification of the MGM Master Lease as a lease financing receivable and (b) the sales-type sub-lease agreements that we assumed in connection with the closing of the MGP Transactions, (ii) the closing of the Venetian Acquisition on February 23, 2022, which included (a) the classification of the Venetian Lease as a sales-type lease, (b) the estimated future funding commitments under the Venetian PGF and (c) the sales-type sub-lease agreements that we assumed in connection with the closing of the Venetian Acquisition, and (iii) the future funding commitments from the origination of the BigShots Loan, the Cabot Citrus Farms Loan, the Great Wolf South Florida Loan, the Great Wolf Gulf Coast Texas Loan, the Canyon Ranch Austin Loan, the Great Wolf Northeast Loan and the Fontainebleau Las Vegas Loan. Additional increases were attributable to (i) changes in the macroeconomic model used to scenario condition our reasonable and supportable period, or R&S Period, probability of default, or PD, due to uncertain and potentially negative future market conditions, (ii) an increase in the R&S Period PD of our tenants and their parent guarantors (as applicable) as a result of market volatility during the quarter and (iii) an increase in the R&S Period PD and loss given default, or LGD, as a result of standard annual updates that were made to the inputs and assumptions in the model that we utilize to estimate our CECL allowance. These increases were partially offset by a decrease in the long-term reasonable and supportable period probability of default, or Long-Term Period PD, due to an upgrade of the credit rating of the senior secured debt used to determine the Long-Term Period PD for one of our tenants and as a result of standard annual updates that were made to the Long-Term Period PD default study we utilize to estimate our CECL allowance. During the year ended December 31, 2021, we recognized a $19.6 million decrease in our allowance for credit losses primarily driven by (i) the decrease in the short-term reasonable and supportable period probability of default, or R&S Period PD, of our tenants or borrowers and their parent guarantors as a result of an improvement in their economic outlook due to the reopening of all of their gaming operations and relative performance of such operations during 2021, (ii) the decrease in the Long-Term Period PD due to an upgrade of the credit rating of the senior secured debt used to determine the Long-Term Period PD for one of our tenants during 2021 and (iii) the decrease in the R&S Period PD and loss given default, or LGD, as a result of standard annual updates that were made to the inputs and assumptions in the model that we utilize to estimate our CECL allowance . This decrease was partially offset by an increase in the existing amortized cost balances subject to the CECL allowance. During the year ended December 31, 2020, we recognized a $244.5 million increase in our allowance for credit losses primarily driven by (i) the increase in investment balances resulting from the Caesars Transaction, (ii) the initial CECL allowance related to the JACK Master Lease, (iii) an increase in the R&S Period PD of our tenants or borrowers and their parent guarantors as a result the negative economic outlook associated with the COVID-19 pandemic and (iv) an increase in the Long-term Period PD of our tenants due to downgrades on certain of the credit ratings of our tenants’ senior secured debt in connection with the COVID-19 pandemic. As of December 31, 2022 and 2021, and since our formation date on October 6, 2017, all of our Lease Agreements and loan investments are current in payment of their obligations to us and no investments are on non-accrual status. The following tables detail the allowance for credit losses as of December 31, 2022 and December 31, 2021: December 31, 2022 (In thousands) Amortized Cost Allowance (1) Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type $ 17,742,712 $ (570,387) $ 17,172,325 3.21 % Investments in leases - financing receivables 17,467,477 (726,707) 16,740,770 4.16 % Investments in loans 692,658 (6,865) 685,793 0.99 % Other assets - sales-type sub-leases 784,259 (19,750) 764,509 2.52 % Totals $ 36,687,106 $ (1,323,709) $ 35,363,397 3.61 % December 31, 2021 (In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type $ 13,571,516 $ (434,852) $ 13,136,664 3.20 % Investments in leases - financing receivables 2,735,948 (91,124) 2,644,824 3.33 % Investments in loans 498,775 (773) 498,002 0.15 % Other assets - sales-type sub-leases 280,510 (6,540) 273,970 2.33 % Totals $ 17,086,749 $ (533,289) $ 16,553,460 3.12 % ____________________ (1) The total allowance excludes the CECL allowance for unfunded loan commitments. As of December 31, 2022 and December 31, 2021, such allowance is $45.1 million and $1.0 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 years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (In thousands) 2022 2021 2020 Beginning Balance January 1, $ 534,325 $ 553,879 $ — Initial allowance upon adoption — — 309,362 Initial allowance from current period investments 573,624 1,725 90,368 Current period change in credit allowance 260,870 (21,279) 154,149 Charge-offs — — — Recoveries — — — Ending Balance December 31, $ 1,368,819 $ 534,325 $ 553,879 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 December 31, 2022, 2021 and 2020: December 31, 2022 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (2) Total Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) $ 4,247,315 $ 28,095,234 $ 2,594,203 $ 875,749 $ 581,973 $ 292,632 $ 36,687,106 December 31, 2021 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (2) Total Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) $ — $ 951,033 $ 14,888,770 $ 868,629 $ 279,579 $ 98,739 $ 17,086,749 December 31, 2020 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (2) Total Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) $ — $ — $ 15,733,402 $ 934,628 $ 281,246 $ 65,012 $ 17,014,288 ____________________ (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. |
Other Assets and Other Liabilit
Other Assets and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [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 December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Sales-type sub-leases, net (1) $ 764,509 $ 273,970 Property and equipment used in operations, net 67,209 68,515 Right of use assets and sub-lease right of use assets 45,008 16,811 Debt financing costs 18,646 24,928 Deferred acquisition costs 12,834 24,690 Prepaid expenses 7,348 3,660 Interest receivable 6,911 2,780 Other receivables 6,474 341 Tenant receivables 5,498 5,032 Forward-starting interest rate swaps — 884 Other 1,891 3,082 Total other assets $ 936,328 $ 424,693 _______________________________________________________ (1) As of December 31, 2022 and December 31, 2021, sales-type sub-leases are net of $19.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details. Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Land and land improvements $ 60,332 $ 59,250 Buildings and improvements 15,125 14,880 Furniture and equipment 9,563 9,014 Total property and equipment used in operations 85,020 83,144 Less: accumulated depreciation (17,811) (14,629) Total property and equipment used in operations, net $ 67,209 $ 68,515 Year Ended December 31, (In thousands) 2022 2021 2020 Depreciation expense $ 3,182 $ 3,091 $ 3,731 Other Liabilities The following table details the components of our other liabilities as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Finance sub-lease liabilities $ 784,259 $ 280,510 Deferred financing liabilities 73,600 73,600 Lease liabilities and sub-lease liabilities 45,039 16,811 CECL allowance for unfunded commitments 45,110 1,037 Deferred income taxes 4,339 3,879 Other 125 — Total other liabilities $ 952,472 $ 375,837 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following tables detail our debt obligations as of December 31, 2022 and 2021: ($ In thousands) December 31, 2022 Description of Debt (1) Maturity Interest Rate Face Value Carrying Value (2) Revolving Credit Facility (3) (4) 2026 SOFR + 1.050% $ — $ — Delayed Draw Term Loan (5) 2025 SOFR + 1.200% — — November 2019 Notes (6) 2026 Maturity 2026 4.250% 1,250,000 1,238,825 2029 Maturity 2029 4.625% 1,000,000 988,931 February 2020 Notes (6) 2025 Maturity 2025 3.500% 750,000 745,020 2027 Maturity 2027 3.750% 750,000 743,086 2030 Maturity 2030 4.125% 1,000,000 988,626 April 2022 Notes (6) 2025 Maturity 2025 4.375% 500,000 496,314 2028 Maturity 2028 4.516% (7) 1,250,000 1,237,082 2030 Maturity 2030 4.541% (7) 1,000,000 987,618 2032 Maturity 2032 3.980% (7) 1,500,000 1,480,799 2052 Maturity 2052 5.625% 750,000 735,360 Exchange Notes (6) 2024 Maturity 2024 5.625% 1,024,169 1,029,226 2025 Maturity 2025 4.625% 799,368 783,659 2026 Maturity 2026 4.500% 480,524 463,018 2027 Maturity 2027 5.750% 729,466 738,499 2028 Maturity 2028 4.500% 349,325 336,545 2029 Maturity 2029 3.875% 727,114 660,489 MGP OP Notes (6) 2024 Maturity 2024 5.625% 25,831 25,901 2025 Maturity 2025 4.625% 632 615 2026 Maturity 2026 4.500% 19,476 18,542 2027 Maturity 2027 5.750% 20,534 20,520 2028 Maturity 2028 4.500% 675 639 2029 Maturity 2029 3.875% 22,886 20,361 Total Debt 4.496% (8) $ 13,950,000 $ 13,739,675 ($ In thousands) December 31, 2021 Description of Debt Maturity Interest Rate Face Value Carrying Value (1) Secured Revolving Credit Facility (9) 2024 L + 2.00% $ — $ — November 2019 Notes (5) 2026 Maturity 2026 4.250% 1,250,000 1,235,972 2029 Maturity 2029 4.625% 1,000,000 987,331 February 2020 Notes (5) 2025 Maturity 2025 3.500% 750,000 742,677 2027 Maturity 2027 3.750% 750,000 741,409 2030 Maturity 2030 4.125% 1,000,000 987,134 Total Debt 4.105% $ 4,750,000 $ 4,694,523 ____________________ (1) Amounts exclude our $1.5 billion pro-rata share of the $3.0 billion of CMBS of the MGM Grand/Mandalay Bay JV, recorded as part of the balance of Investment in unconsolidated affiliate on our Balance Sheets. Subsequent to year-end, on January 9, 2023, upon closing of the MGM Grand/Mandalay Bay JV Acquisition and consolidating the operations in the first quarter of 2023 the balance of the $3.0 billion debt, net of the fair value adjustment, will be presented in Debt, net on our Balance Sheets. The property-level debt has a principal balance of $3.0 billion, bears interest at a fixed rate of 3.558% per annum through March 2030, and matures in 2032. (2) Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (3) Interest on any outstanding balance is payable monthly. 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, depending on our credit ratings, with an additional 0.10% adjustment. 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%, for both instruments depending on our credit ratings. For the year ended December 31, 2022, the commitment fees for the Revolving Credit Facility was 0.375%. (4) Subsequent to year-end, on January 6, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the PURE Canadian Gaming Transaction. (5) The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022. On February 8, 2023, the Delayed Draw Term Loan facility expired undrawn in accordance with its terms. (6) Interest is payable semi-annually. (7) Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives ). The contractual interest rates on the April 2022 Notes maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively. (8) The interest rate represents the weighted average interest rates of the Senior Unsecured Notes adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives ), as applicable. The contractual weighted average interest rate as of December 31, 2022, which excludes the impact of the forward-starting interest rate swaps and treasury locks, is 4.67%. (9) On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets) and the 2017 Credit Agreement, as described below, and entered into the Credit Agreement providing for the Credit Facilities, as described below. The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2022: ($ In thousands) Future Minimum Payments 2023 $ — 2024 1,050,000 2025 2,050,000 2026 1,750,000 2027 1,500,000 Thereafter 7,600,000 Total minimum repayments $ 13,950,000 Senior Unsecured Notes Exchange Notes On April 29, 2022, the VICI Issuers issued (i) $1,024.2 million in aggregate principal amount of 5.625% Senior Notes due May 1, 2024, (ii) $799.4 million in aggregate principal amount of 4.625% Senior Notes due June 15, 2025, (iii) $480.5 million in aggregate principal amount of 4.500% Senior Notes due September 1, September 1, 2026, (iv) $729.5 million in aggregate principal amount of 5.750% Senior Notes due February 1, 2027, (v) $349.3 million in aggregate principal amount of 4.500% Senior Notes due January 15, 2028 and (vi) $727.1 million in aggregate principal amount of 3.875% Senior Notes due February 15, 2029 in exchange for the validly tendered and not validly withdrawn MGP OP Notes, originally issued by the MGP Issuers, pursuant to the settlement of the Exchange Offers and Consent Solicitations in connection with the closing of the MGP Transactions. The Exchange Notes were issued with the same interest rate, maturity date and redemption terms as the corresponding series of MGP OP Notes, in each case under a supplemental indenture dated as of April 29, 2022, between the VICI Issuers and UMB Bank, National Association, as trustee (the “Trustee”). The Exchange Notes due 2025, 2026, 2027, 2028, and 2029 are redeemable at our option, in whole or in part, at any time on or after February 1, 2024, March 15, 2025, June 1, 2026, November 1, 2026, October 15, 2027 and November 15, 2028, respectively, at the redemption prices set forth in the respective indenture governing such Exchange Notes. 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. MGP OP Notes Following the issuance of the Exchange Notes pursuant to the settlement of the Exchange Offers and Consent Solicitations, $25.8 million in aggregate principal amount of MGP OP Notes due 2024, $0.6 million in aggregate principal amount of MGP OP Notes due 2025, $19.5 million in aggregate principal amount of MGP OP Notes due 2026, $20.5 million in aggregate principal amount of MGP OP Notes due 2027, $0.7 million in aggregate principal amount of MGP OP Notes due 2028 and $22.9 million in aggregate principal amount of MGP OP Notes due 2029 remain outstanding. Each series of the MGP OP Notes is redeemable at our option, in whole or in part, at any time on or after the same dates as set forth above with respect to the corresponding maturity series of the Exchange Notes. 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. April 2022 Notes On April 29, 2022, VICI LP, our wholly owned subsidiary, issued (i) $500.0 million in aggregate principal amount of 4.375% Senior Notes due 2025, which mature on May 15, 2025, (ii) $1,250.0 million in aggregate principal amount of 4.750% Senior Notes due 2028, which mature on February 15, 2028, (iii) $1,000.0 million in aggregate principal amount of 4.950% Senior Notes due 2030, which mature on February 15, 2030, (iv) $1,500.0 million in aggregate principal amount of 5.125% Senior Notes due 2032, which mature on May 15, 2032, and (v) $750.0 million in aggregate principal amount of 5.625% Senior Notes due 2052, which mature on May 15, 2052, (collectively, the “April 2022 Notes”) in each case under a supplemental indenture dated as of April 29, 2022, between VICI LP and the Trustee. We used the net proceeds of the offering to (i) fund the consideration for the redemption of a majority of the VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in cash in connection with the closing of the MGP Transactions on April 29, 2022, and (ii) pay down the outstanding $600.0 million balance on our Revolving Credit Facility. Prior to their maturity date, in the case of the April 2022 Notes due 2025, and January 15, 2028 (one month prior to the maturity date of the April 2022 Notes due 2028), December 15, 2029 (two months prior to the maturity date of the April 2022 Notes due 2030), February 15, 2032 (three months prior to the maturity date of the April 2022 Notes due 2032) and November 15, 2051 (six months prior to the maturity date of the April 2022 Notes due 2052), respectively, in the case of the April 2022 Notes due 2028, 2030, 2032 and 2052, we may redeem the April 2022 Notes at our option, in whole or in part, at any time and from time to time, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. On or after January 15, 2028, December 15, 2029, February 15, 2032 and November 15, 2051, respectively, we may redeem the April 2022 Notes due 2028, 2030, 2032 and 2052 at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. February 2020 Notes On February 5, 2020, the VICI Issuers issued (i) $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025, which mature on February 15, 2025, (ii) $750.0 million in aggregate principal amount of 3.750% Senior Notes due 2027, which mature on February 15, 2027, and (iii) $1,000.0 million in aggregate principal amount of 4.125% Senior Notes due 2030, which mature on August 15, 2030 (collectively, the “February 2020 Notes”), under separate indentures, each dated as of February 5, 2020, among the VICI Issuers, the subsidiary guarantors party thereto and the Trustee. The February 2020 Notes due 2025, 2027 and 2030 are redeemable at our option, in whole or in part, at any time on or after February 15, 2022, February 15, 2023, and February 15, 2025, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the February 2020 Notes due 2025, 2027 and 2030 prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 15, 2022, with respect to the February 2020 Notes due 2025, and February 15, 2023, with respect to the February 2020 Notes due 2027 and 2030, we may redeem up to 40% of the aggregate principal amount of the February 2020 Notes due 2025, 2027 and 2030 using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture. November 2019 Notes On November 26, 2019, the VICI Issuers issued (i) $1,250.0 million in aggregate principal amount of 4.250% Senior Notes due 2026, which mature on December 1, 2026, and (ii) $1,000.0 million in aggregate principal amount of 4.625% Senior Notes due 2029, which mature on December 1, 2029 (collectively, the “November 2019 Notes”), under separate indentures, each dated as of November 26, 2019, among the VICI Issuers, the subsidiary guarantors party thereto and the Trustee. The November 2019 Notes due 2026 and 2029 are redeemable at our option, in whole or in part, at any time on or after December 1, 2022 and December 1, 2024, respectively, at the redemption prices set forth in the respective indenture. We may redeem some or all of the November 2019 Notes due 2026 or 2029 prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to December 1, 2022, we may redeem up to 40% of the aggregate principal amount of the November 2019 Notes due 2026 or 2029 using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture. 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 and the April 2022 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 and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes. Until February 8, 2022, the November 2019 Notes and February 2020 Notes were fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each guaranteed indebtedness under the 2017 Credit Agreement (as defined below). All subsidiary guarantees were released upon the termination of the 2017 Credit Agreement concurrently with the execution of the Credit Agreement on February 8, 2022. 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 contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and VICI LP 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, VICI LP entered into the Credit Agreement providing for (i) the Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 and (ii) the Delayed Draw Term Loan in the amount of $1.0 billion scheduled to mature on March 31, 2025. The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022. Subsequent to year-end, on February 8, 2023, the Delayed Draw Term Loan facility expired undrawn in accordance with its terms. 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 to the Credit Agreement, 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 Borrowings under the Revolving Credit Facility will bear interest, at VICI LP’s option, at a rate based on SOFR (including a credit spread adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate 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. 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%. 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) 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. On February 18, 2022, we drew on the Revolving Credit Facility in the amount of $600.0 million to fund a portion of the purchase price of the Venetian Acquisition. On April 29, 2022, we repaid the outstanding balance of the Revolving Credit Facility using the proceeds from the April 2022 Notes offering. Subsequent to year-end, on January 3, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the PURE Canadian Gaming Transaction. Senior Secured Credit Facilities In December 2017, VICI PropCo entered into a credit agreement (as amended, amended and restated and otherwise modified, the “2017 Credit Agreement”), comprised of a $2.2 billion Term Loan B Facility and a $1.0 billion Secured Revolving Credit Facility (the Term Loan B Facility and the Secured Revolving Credit Facility, as amended, are referred to together as the “Senior Secured Credit Facilities”). On September 15, 2021, we used the proceeds from the settlement of the June 2020 Forward Sale Agreement (as defined in Note 11- Stockholders’ Equity ) and the proceeds from the issuance of 65,000,000 shares of common stock from the September 2021 equity offering to repay in full the Term Loan B Facility, including outstanding accrued interest. In connection with the full repayment, we recognized a loss on extinguishment of debt of $15.6 million during the year ended December 31, 2021, representing the write-off of the remaining unamortized deferred financing costs. Following the repayment in full of the Term Loan B Facility, the Secured Revolving Credit Facility remained in effect pursuant to the 2017 Credit Agreement. On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s material assets and those of its existing and subsequently acquired wholly owned material domestic restricted subsidiaries) and the 2017 Credit Agreement, and entered into the Credit Agreement providing for the Credit Facilities, as described above. Second Lien Notes On October 6, 2017, we issued $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023 (the “Second Lien Notes”), pursuant to an indenture by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc., the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. On February 20, 2020, we used a portion of the proceeds from the issuance of the 2025 Notes, together with cash on hand, to redeem in full the Second Lien Notes at a redemption price of 100% of the principal amount of the Second Lien Notes then outstanding plus the Second Lien Notes Applicable Premium (as defined in the Second Lien Notes indenture), for a total redemption cost of $537.5 million. In connection with the full redemption, we recognized a loss on extinguishment of debt of $39.1 million during the year ended December 31, 2020. Bridge Facilities On August 4, 2021, in connection with the completion of the MGP Transactions, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $9.3 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “MGP Transactions Bridge Facility”), for the purpose of providing a portion of the financing necessary in connection with the closing of the MGP Transactions, which was fully terminated on April 29, 2022 in connection with such closing. On March 2, 2021, in connection with the Venetian Acquisition, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided commitments in an amount up to $4.0 billion in the aggregate, consisting of a 364-day first lien secured bridge facility (the “Venetian Acquisition Bridge Facility”), for the purpose of providing a portion of the financing necessary to fund the consideration in connection with the closing of the Venetian Acquisition, which was fully terminated on February 23, 2022 in connection with such closing. On June 24, 2019, in connection with the Caesars Transaction, VICI PropCo entered into a Commitment Letter with certain lenders pursuant to which they provided (i) a 364-day first lien secured bridge facility of up to $3.3 billion in the aggregate and (ii) a 364-day second lien secured bridge facility of up to $1.5 billion in the aggregate (the “Caesars Transaction Bridge Facility”), for the purpose of providing a portion of the financing necessary to fund the consideration in connection with the closing of the Caesars Transaction, which was fully terminated in June 2020 in connection with such closing. In each case the commitments were subject to a tiered commitment fee based on the period the respective commitment was outstanding and a structuring fee. The following table shows the amount of such fees recognized in Interest expense on our Statement of Operations for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (In thousands) 2022 2021 2020 MGP Transactions Bridge Facility $ 15,338 $ 38,762 $ — Venetian Acquisition Bridge Facility 968 16,387 — Caesars Transaction Bridge Facility — — 3,068 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 asset and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At December 31, 2022, we are in compliance with all financial covenants under our debt obligations. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2021. As of December 31, 2022, there were no derivative instruments outstanding. ($ in thousands) December 31, 2021 Instrument Number of Instruments Fixed Rate Notional Index Maturity Forward-starting interest rate swap 1 1.3465% $500,000 USD SOFR- COMPOUND May 2, 2032 Forward-Starting Derivatives From December 2021 through April 2022, 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 to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $3.0 billion of long-term debt. The forward-starting interest rate swaps and treasury locks were designated as cash-flow hedges. In April 2022, in connection with the April 2022 Notes offering, we settled the outstanding forward-starting interest rate swaps for total net proceeds of $202.3 million and the treasury locks for total net proceeds of $4.5 million. Since the forward-starting swaps and treasury locks were hedging the interest rate risk on the April 2022 Notes, the unrealized gain in Accumulated other comprehensive income will be amortized over the term of the respective derivative instruments, which matches that of the underlying note, as a reduction in interest expense. The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations: Year Ended December 31, (In thousands) 2022 2021 2020 Unrealized gain recorded in other comprehensive income $ 200,550 $ — $ — Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks (16,233) — — Interest Rate Swaps In April 2018 and January 2019, we entered into six interest rate swap agreements with third party financial institutions having an aggregate notional amount of $2.0 billion. The interest rate swap transactions were designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297%. On September 15, 2021, in connection with the full repayment of the Term Loan B Facility, we unwound and settled all of our outstanding interest rate swap agreements resulting in a cash payment of $66.9 million, inclusive of accrued interest of $2.7 million. As the Term Loan B Facility was repaid in full with proceeds from the issuance of 65,000,000 shares of common stock on September 14, 2021 and proceeds from the settlement of the June 2020 Forward Sale Agreement with no replacement debt, the full amount held in Other comprehensive income, $64.2 million, was immediately reclassified to Interest expense. The following table presents the effect of our interest rate swaps on our Statement of Operations: Year Ended December 31, (In thousands) 2022 2021 2020 Unrealized gain (loss) recorded in other comprehensive income $ — $ 29,166 $ (27,443) Interest from interest rate swaps recorded in interest expense — 29,960 42,797 Interest rate swap settlement recorded in interest expense — 64,239 — |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021: December 31, 2022 Fair Value (In thousands) Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 217,342 $ — $ 217,342 $ — December 31, 2021 Fair Value (In thousands) Carrying Amount Level 1 Level 2 Level 3 Financial assets: Derivative instruments - forward-starting interest rate swap (2) $ 884 $ — $ 884 $ — ____________________ (1) The carrying value of these investments is equal to their fair value due to the short-term nature of the investments as well as their credit quality. (2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820. The estimated fair values of our financial instruments at December 31, 2022 and 2021 for which fair value is only disclosed are as follows: December 31, 2022 December 31, 2021 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investments in leases - financing receivables (1) $ 16,740,770 $ 17,871,771 $ 2,644,824 $ 3,104,337 Investments in loans (2) 685,793 675,456 498,002 498,614 Cash and cash equivalents 208,933 208,933 739,614 739,614 Financial liabilities: Debt Revolving Credit Facility $ — $ — $ — $ — Delayed Draw Term Loan — — — — Senior Unsecured Notes (3) 13,739,675 13,020,636 4,694,523 4,955,000 ____________________ (1) These investments represent the JACK Master Lease, the Harrah’s Call Properties, the MGM Master Lease and the Foundation Master Lease. In relation to the JACK Master Lease and the Harrah’s Call Properties, the fair value of these assets are 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 MGM Master Lease and Foundation Master Lease, 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) These investments represent our investments in 11 senior secured and mezzanine loans. The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 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. Gain Upon Lease Modification in Connection with the Caesars Transaction On July 20, 2020, in connection with the Caesars Transaction and as required under ASC 842, we reassessed the lease classifications of the Caesars Las Vegas Master Lease, Caesars Regional Master Lease and Joliet Lease and determined the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. Prior to reassessment, such leases were classified as direct financing leases, with the exception of the land component of Caesars Palace Las Vegas, which was classified as an operating lease. As a result of the reclassifications of the Caesars Lease Agreements from |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows. Operating Lease Commitments We are liable under various operating leases for: (i) land at the Cascata golf course, which expires in 2038 and has three 10-year extension options and (ii) certain corporate offices, the most material of which is our corporate headquarters in New York, NY, which expires in 2030 and has one five-year renewal option. 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, and are between 5.3% and 5.5%. The weighted average remaining lease term as of December 31, 2022 under our operating leases was 13.6 years. Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, (In thousands) 2022 2021 2020 Rent expense $ 2,006 $ 2,009 $ 2,008 Contractual rent $ 1,901 $ 1,881 $ 1,600 The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2022 are as follows: (In thousands) Lease Commitments 2023 $ 1,937 2024 1,847 2025 1,908 2026 1,959 2027 1,979 Thereafter 15,138 Total minimum lease commitments $ 24,768 Discounting factor 8,682 Lease liability $ 16,086 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 the 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. The following is a summary of the leases, the lease classification of which has been determined to be either an operating sub-lease or finance sub-lease. Operating Sub-Lease Commitments With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the leases and determined that they meet the definition of an operating lease. Accordingly, we have recorded sub-lease right-of-use assets in Other assets and sub-lease liabilities in Other liabilities. (In thousands) December 31, 2022 December 31, 2021 Others assets (operating sub-leases) $ 28,953 $ — Other liabilities (operating sub-lease liabilities) 28,953 — Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, (In thousands) 2022 2021 2020 Rental income and expense $ 5,707 $ — $ — Contractual rent $ 5,338 $ — $ — The future minimum lease commitments relating to the sub-leases at December 31, 2022 are as follows: (In thousands) Lease Commitments 2023 $ 6,584 2024 6,553 2025 5,129 2026 3,934 2027 4,010 Thereafter 5,128 Total minimum lease commitments $ 31,338 Discounting factor 2,385 Finance sub-lease liability $ 28,953 The discount rate for the operating sub-leases were determined based on the yield of our secured borrowings at the time of assumption of the leases, adjusted to match borrowings of similar terms, and are between 2.6% and 2.9%. The weighted average remaining lease term as of December 31, 2022 under our finance leases was 6.9 years. Finance Sub-Lease Commitments With respect to the following information, we assessed the lease classification of certain of the sub-leases to our tenants through the Lease Agreements, and our obligation as primary obligor of the ground and use leases and determined that they meet the definition of a sales-type lease and finance lease. Accordingly, we have 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 December 31, 2022 and December 31, 2021: (In thousands) December 31, 2022 December 31, 2021 Others assets (sales-type sub-leases, net) $ 764,509 $ 273,970 Other liabilities (finance sub-lease liabilities) 784,259 280,510 Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, (In thousands) 2022 2021 2020 Rental income and expense $ 47,819 $ 22,484 $ 11,632 Contractual rent $ 52,191 $ 26,350 $ 17,983 The future minimum lease commitments relating to the ground and use sub-leases at December 31, 2022 are as follows: (In thousands) Lease Commitments 2023 $ 58,769 2024 59,039 2025 59,174 2026 59,174 2027 59,174 Thereafter 2,555,535 Total minimum lease commitments $ 2,850,866 Discounting factor 2,066,607 Finance sub-lease liability $ 784,259 The discount rates for the finance ground and use sub-leases were determined based on the yield of our secured borrowings at the time of assumption of the leases, adjusted to match borrowings of similar terms, and are between 6% and 8%. The weighted average remaining lease term as of December 31, 2022 under our finance sub-leases was 54.7 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock Authorized As of December 31, 2022, we had 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 September 2021 Offering On September 14, 2021, we completed a primary follow-on offering of 115,000,000 shares of common stock consisting of (i) 65,000,000 shares of common stock (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) and (ii) 50,000,000 shares of common stock that were subject to forward sale agreements (as detailed in the table below), which required settlement by September 9, 2022, in each case at a public offering price of $29.50 per share for an aggregate offering value of $3.4 billion, resulting in net proceeds, after deduction of the underwriting discount and expenses, of $1,859.0 million from the sale of the 65,000,000 shares (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock). We did not initially receive any proceeds from the sale of the 50,000,000 shares subject to the forward sale agreements, which were sold to the underwriters by the forward purchasers or their respective affiliates. Forward Offerings The following table summarizes our public offering activity subject to forward sale agreements during the years ended December 31, 2022 and 2021: (In thousands, except share and per share data) Effective Date (1) Total Shares Sold (2) Public Offering Price Per Share Aggregate Offering Value Initial Forward Sale Price Per Share Initial Net Value January 2023 Offering January 18, 2023 30,302,500 $ 33.00 $ 1,000,000 $ 31.85 $ 964,400 November 2022 Offering November 8, 2022 18,975,000 30.90 580,000 30.57 579,600 September 2021 Offering September 14, 2021 50,000,000 29.50 1,475,000 28.62 1,431,000 March 2021 Offering March 8, 2021 69,000,000 29.00 2,001,000 28.06 1,935,000 Total 168,277,500 $ 30.08 $ 5,056,000 $ 29.19 $ 4,910,000 ____________________ (1) The forward sale agreements generally require settlement within one-year of the trade date, which is January 16, 2024 with respect to the January 2023 Offering, and was (i) November 3, 2023 with respect to the November 2022 Offering, (ii) September 9, 2022 with respect to the September 2021 Offering and (iii) March 4, 2022 with respect to the March 2021 Offering (all three of which have since settled). (2) The amounts are inclusive of shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock, which includes (i) 3,952,500 shares with respect to the January 2023 Offering, (ii) 2,475,000 shares with respect to the November 2022 Offering and (iii) 9,000,000 shares with respect to the March 2021 Offering. We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements. We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. The following table summarizes settlement activity of the outstanding forward shares during the years ended December 31, 2022 and 2021: (In thousands, except share and per share data) Settlement Date Settlement Type Number of Shares Settled Forward Share Price Upon Settlement Total Net Proceeds November 2022 Forward Sale Agreements January 6, 2023 Physical 18,975,000 $ 30.34 $ 575,600 September 2021 Forward Sale Agreements February 18, 2022 Physical 50,000,000 27.81 1,390,600 March 2021 Forward Sale Agreements February 18, 2022 Physical 69,000,000 26.50 1,828,600 June 2020 Forward Sale Agreement September 9, 2021 Physical 26,900,000 19.59 526,900 June 2020 Forward Sale Agreement September 28, 2020 Physical 3,000,000 21.04 63,000 Total 167,875,000 $ 26.12 $ 4,384,700 At-the-Market Offering Program In May 2021, we entered into an equity distribution agreement (the “ATM Agreement”), subsequently amended in November 2021, pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,000.0 million of our common stock (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 contracts. 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 year ended December 31, 2022, all of which were sold subject to a forward sale agreement (collectively, the “ATM Forward Sale Agreements”). During the year ended December 31, 2021, we did not sell any shares under the ATM Program. (In thousands, except share and per share data) Number of Shares Weighted Average Share Price Aggregate Value Forward Sales Price Per Share Aggregate Net Value December 2022 ATM Forward Sale Agreement 6,317,805 $ 33.62 $ 212,400 $ 32.96 $ 208,300 August 2022 ATM Forward Sale Agreement 3,918,807 34.73 136,080 34.40 134,800 June 2022 ATM Forward Sale Agreement 11,380,980 32.28 367,400 31.64 360,000 Total 21,617,592 $ 33.12 $ 715,880 $ 32.53 $ 703,100 We did not receive any proceeds from the sale of shares at the time we entered into 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. The following table summarizes our settlement activity of the outstanding forward shares under the ATM Program, all of which were settled subsequent to the year ended December 31, 2022. (In thousands, except share and per share data) Settlement Date Settlement Type Number of Shares Settled Forward Share Price Upon Settlement Total Net Proceeds December 2022 ATM Forward Sale Agreement January 6, 2023 Physical 6,317,805 $ 32.99 $ 208,402 August 2022 ATM Forward Sale Agreement January 6, 2023 Physical 3,918,807 33.96 133,073 June 2022 ATM Forward Sale Agreement January 3, 2023 Physical 11,380,980 31.20 355,168 Total 21,617,592 $ 32.22 $ 696,643 Common Stock Outstanding The following table details the issuance of outstanding shares of common stock, including restricted common stock: Common Stock Outstanding 2022 2021 2020 Beginning Balance January 1 628,942,092 536,669,722 461,004,742 Issuance of common stock in primary follow-on offerings — 65,000,000 — Issuance of common stock upon physical settlement of forward sale agreements (1) 119,000,000 26,900,000 68,000,000 Issuance of common stock in connection with the Merger 214,552,532 — — Issuance of common stock under the at-the-market offering program — — 7,500,000 Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures 601,939 372,370 164,980 Ending Balance December 31 963,096,563 628,942,092 536,669,722 ____________________ (1) Excludes the 40,592,592 shares subject to the November 2022 Forward Sale Agreement and the ATM Forward Sale Agreements as such shares were not yet settled as of December 31, 2022. Distributions Dividends declared (on a per share basis) during the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 Declaration Date Record Date Payment Date Period Dividend March 10, 2022 March 24, 2022 April 7, 2022 January 1, 2022 - March 31, 2022 $ 0.3600 June 9, 2022 June 23, 2022 July 7, 2022 April 1, 2022 - June 30, 2022 $ 0.3600 September 8, 2022 September 22, 2022 October 6, 2033 July 1, 2022 - September 30, 2022 $ 0.3900 December 8, 2022 December 22, 2022 January 5, 2022 October 1, 2022 - December 31, 2022 $ 0.3900 Year Ended December 31, 2021 Declaration Date Record Date Payment Date Period Dividend March 11, 2021 March 25, 2021 April 8, 2021 January 1, 2021 - March 31, 2021 $ 0.3300 June 10, 2021 June 24, 2021 July 8, 2021 April 1, 2021 - June 30, 2021 $ 0.3300 August 4, 2021 September 24, 2021 October 7, 2021 July 1, 2021 - September 30, 2021 $ 0.3600 December 9, 2021 December 23, 2021 January 6, 2022 October 1, 2021 - December 31, 2021 $ 0.3600 |
Earnings Per Share and Earning
Earnings Per Share and Earning Per Unit | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Earning Per Unit | Earnings Per Share and Earning 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, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the shares to be issued by us upon settlement of 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 - Stockholders' 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: Year Ended December 31, (In thousands) 2022 2021 2020 Determination of shares: Weighted-average shares of common stock outstanding 877,508 564,467 506,141 Assumed conversion of restricted stock 955 924 412 Assumed settlement of forward sale agreements 1,213 11,675 4,356 Diluted weighted-average shares of common stock outstanding 879,676 577,066 510,909 Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Basic: Net income attributable to common stockholders $ 1,117,635 $ 1,013,851 $ 891,674 Weighted-average shares of common stock outstanding 877,508 564,467 506,141 Basic EPS $ 1.27 $ 1.80 $ 1.76 Diluted: Net income attributable to common stockholders $ 1,117,635 $ 1,013,851 $ 891,674 Diluted weighted-average shares of common stock outstanding 879,676 577,066 510,909 Diluted EPS $ 1.27 $ 1.76 $ 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 the 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: Year Ended December 31, (In thousands) 2022 2021 2020 Determination of units: Weighted-average units outstanding 885,786 564,467 506,141 Assumed conversion of VICI restricted stock 955 924 412 Assumed settlement of VIC forward sale agreements 1,213 11,675 4,356 Diluted weighted-average units outstanding 887,953 577,066 510,909 Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Basic: Net income attributable to partners $ 1,118,471 $ 1,008,534 $ 889,608 Weighted-average units outstanding 885,786 564,467 506,141 Basic EPU $ 1.26 $ 1.79 $ 1.76 Diluted: Net income attributable to partners $ 1,118,471 $ 1,008,534 $ 889,608 Diluted weighted-average units outstanding 887,953 577,066 510,909 Diluted EPU $ 1.26 $ 1.75 $ 1.74 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At December 31, 2022, 10,890,794 shares of common stock remained available for issuance by us as equity awards under the Plan. Time-Based Restricted Stock During the years ended December 31, 2022, 2021 and 2020, the Company granted approximately 384,000, 172,000, and 179,000 shares of restricted stock, respectively, under the Plan, respectively, subject to vesting restrictions based on service. Such restricted time-based stock awards vest ratably on an annual basis over a service period of one Performance-Based Restricted Stock Units During the years ended December 31, 2022, 2021 and 2020 the Company granted approximately 336,000, 188,000, and 239,000 restricted stock units, respectively, at target level of performance under the Plan subject to vesting restrictions based on specified absolute and relative total stockholder return goals measured over a three-year performance period. We used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be earned and vested pursuant to the award as these awards were deemed to have a market condition. The risk-free interest rate assumptions used in the Monte Carlo Simulation were determined based on the zero-coupon risk-free rate of 0.2% - 2.4% and an expected price volatility of 13.8% - 35.0%. The expected price volatility was calculated based on both historical and implied volatility. The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations: Year Ended December 31, (In thousands) 2022 2021 2020 Stock-based compensation expense $ 12,986 $ 9,371 $ 7,388 The following table details the activity of our incentive stock and time-based restricted stock and performance-based restricted stock units: Incentive and Time-Based Restricted Stock Performance-Based Restricted Stock Units (In thousands, except for per share data) Stock Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 310,470 $ 21.58 291,003 $ 20.71 Granted 183,744 23.56 239,437 19.90 Vested (144,694) 20.21 — — Forfeited (24,655) 21.21 — — Canceled — — — — Outstanding as of December 31, 2020 324,865 23.34 530,440 20.35 Granted 176,023 18.79 318,312 16.85 Vested (177,120) 19.19 (220,084) 18.39 Forfeited (23,737) 19.58 (40,534) 18.39 Canceled — — — — Outstanding as of December 31, 2021 300,031 24.72 588,134 19.32 Granted 389,715 28.84 489,207 27.03 Vested (167,465) 25.91 (227,166) 22.68 Forfeited (14,942) 25.46 (80,586) 22.68 Canceled — — — — Outstanding as of December 31, 2022 507,339 $ 27.47 769,589 $ 22.88 As of December 31, 2022, there was $17.8 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 1.9 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We conduct our operations as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays taxes at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. We intend to meet those requirements and as a result, we generally will not be subject to federal income tax except for the TRS operations. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain of our activities which occur within our TRS operations are subject to federal and state income taxes. Accordingly, our tax provision and deferred tax analysis are primarily from the results of TRS activities. The composition of our income tax expense (benefit) was as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 1,758 $ 469 $ 2,227 $ 1,066 $ 358 $ 1,424 $ 381 $ 148 $ 529 State 658 (9) 649 1,475 (12) 1,463 299 3 302 Income tax expense $ 2,416 $ 460 $ 2,876 $ 2,541 $ 346 $ 2,887 $ 680 $ 151 $ 831 At December 31, 2022 and 2021, the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Lease liability $ 2,310 $ 2375 Accruals, reserves and other 221 32 Total deferred tax assets 2,531 2,407 Deferred tax liabilities: Land, buildings and equipment, net (4,560) (3,911) Right of use asset (2,310) (2,375) Total deferred tax liabilities (6,870) (6,286) Net deferred tax liability $ (4,339) $ (3,879) The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 ($ in thousands) Amount Percent Amount Percent Amount Percent Federal income tax expense at statutory rate $ 239,220 21.0 % $ 215,469 21.0 % $ 188,378 21.0 % REIT income not subject to federal income tax (237,069) (20.8) (214,037) (20.9) (187,839) (20.9) Pre-tax gain attributable to taxable subsidiaries 2,151 0.2 1,432 0.1 539 0.1 State income taxes, net of federal benefits 648 0.1 1,444 0.1 296 — Non-deductible expenses and other 77 — 11 — (4) — Income tax expense $ 2,876 0.3 % $ 2,887 0.2 % $ 831 0.1 % We declared dividends of $1.500, $1.380 and $1.255 per common share during the years ended December 31, 2022, 2021 and 2020, respectively. For U.S. federal income tax purposes, the portion of the dividends allocated to stockholders for the years ended December 31, 2022, 2021 and 2020 are characterized as follows: Year Ended December 31, ($ per share) 2022 2021 2020 Ordinary dividends $ 1.5787 $ 0.7108 $ 1.2225 Section 199A dividends (1) $ 1.5787 $ 0.7108 $ 1.2225 Non-dividend distribution $ — $ 0.6392 $ — ____________________ (1) These amounts are a subset of, and are included in, the ordinary dividend amounts. As of December 31, 2022, we had NOLs of $151.6 million, generated by our REIT, that will expire in 2029, unless they are utilized by us prior to expiration. As of December 31, 2022, the 2019, 2020, and 2021 tax years remain subject to examination by federal, state and local tax authorities. The tax filings for tax year 2022 have not yet been filed, and once made, will be subject to examination by taxing authorities for a period of three years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as 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”). 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. |
Principles of Consolidation and Non-controlling Interest | Principles of Consolidation and Non-controlling Interest The accompanying consolidated 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 December 31, 2022, VICI’s non-controlling interests represent an approximately 1.3% third-party ownership of VICI OP in the form of VICI OP Units and |
Reportable Segments | Reportable Segments Our operations consist of real property and real estate lending activities, which represent substantially all of our business. The operating results of both the real property and real estate lending activities are regularly reviewed, in the aggregate, by the chief operating decision maker and considered one operating segment. Our golf operations have been determined to be both quantitatively and qualitatively insignificant to the Company’s business. Accordingly, all operations have been considered to represent one reportable segment and no separate disclosures are required. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted CashCash 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. |
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. |
Purchase Accounting | Purchase 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 when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or (ii) the acquisition does not include a substantive process in the form of an acquired workforce or (iii) 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. |
Investments in Leases - Sales-type and Financing Receivables, Net, and Lease Term and Loans, net | 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 the land and building components of the property to determine the classification of each component. 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. We have determined that the land and building components of all of the Caesars Leases (excluding the Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City real estate asset components (the “Harrah’s Call Properties”) of the Caesars Regional Master Lease), Century Master Lease, Hard Rock Cincinnati Lease, PENN Entertainment Leases, Southern Indiana Lease, and Venetian Lease meet the definition of a sales-type lease under ASC 842. 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. We determined that the land and building components of the Foundation Master Lease, Harrah’s Call Properties real estate asset components of the Caesars Regional Master Lease, JACK Master Lease and MGM Master Lease meet the definition of a sales-type lease and, since we purchased and leased the assets back to the sellers under sale leaseback transactions, control is not considered to have transferred to us under GAAP. Accordingly, such leases are accounted for as Investments in leases - financing receivables on our Balance Sheet, net of allowance for credit losses, in accordance with ASC 310. Lease Term We assess the noncancelable lease term under ASC 842, which includes any reasonably assured renewal periods. All of our Lease Agreements provide for an initial term, with multiple tenant renewal options. We have individually assessed all of our Lease Agreements and concluded 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. 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. Investments in Loans, net Investments in loans are held-for-investment and are carried at historical cost, inclusive of unamortized loan origination costs and fees and 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. 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 and loans, 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. Upon adoption of ASC 842 on January 1, 2019, we made an accounting policy election to use a package of practical expedients that, among other things, allow us to not reassess prior lease classifications or initial direct costs for leases that existed as of the balance sheet date. Upon the consummation of the Caesars Transaction the land component of Caesars Palace Las Vegas, which was previously determined to be an operating lease under ASC 840, along with the other components of the Caesars Leases were reassessed for lease classification and determined to be sales-type leases. Accordingly, subsequent to July 20, 2020, we no longer have any leases classified as operating or direct financing and, as such, the income relating to the land component of Caesars Palace Las Vegas is recognized as Income from sales-type leases and there is no longer any income recorded through Income from operating leases. 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. |
Allowance for Credit Losses | Allowance for Credit Losses On January 1, 2020, we adopted ASC 326 “Financial Instruments-Credit Losses” (“ASC 326”), which 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, as well as our estimate of future funding commitments associated with such investments, as applicable. 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, Investments in leases - financing receivables and certain of our loans, 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 or loan 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 borrowers and their parent guarantors, as applicable, over the life of each individual lease or financial asset. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD of our tenants and borrowers 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 or borrower 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, borrowers 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. The CECL allowance is recorded as a reduction to our net Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Sales-type sub-leases (included in Other assets) on our Balance Sheet. 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 will result in a non-cash charge to the Statement of Operations for the relevant period. 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 through the Partner Property Growth Fund. 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 all of our other 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 Sheet. Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received. There were no charge-offs or recoveries for the years ended December 31, 2022, 2021 and 2020. |
Investments in Land | Investments in Land Our investments in land are held at historical cost and comprised of the following: • Las Vegas Land. We own certain underdeveloped or undeveloped land adjacent to the Las Vegas strip . • Vacant, Non-Operating Land. We own certain vacant, non-operating land parcels located outside of Las Vegas. • Eastside Property. In 2017, we sold 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas, known as the Eastside Property, to Caesars for a sales price of $73.6 million. It was determined that the transaction did not meet the requirements of a completed sale for accounting purposes due to a put-call option on the land parcels and the Caesars Forum Convention Center. The amount of $73.6 million is presented as Land with a corresponding amount of $73.6 million recorded in Other liabilities in our Balance Sheet. |
Property and Equipment Used in Operations | Property and Equipment Used in Operations Property and equipment used in operations is included within Other assets on our Balance Sheet and represents assets primarily related to VICI Golf, our golf operations. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. Additions to property used in operations are stated at cost. We capitalize the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years |
Impairment | Impairment We assess our investments in land and property and equipment used in operations for impairment under ASC 360 “Property, Plant and Equipment” (“ASC 360”) on a quarterly basis or whenever certain events or changes in circumstances indicate a possible impairment of the carrying value of the asset. Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. With respect to estimated expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows. |
Investment in Unconsolidated Affiliate | Investment in Unconsolidated Affiliate We account for our investment in unconsolidated affiliate using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of the investment. Our equity method investment represents our 50.1% ownership interest in the MGM Grand/Mandalay Bay JV, which was acquired in the MGP Transactions and, as a result, was recorded at relative fair value. The difference in basis between our share of the carrying value of the MGM Grand/Mandalay Bay JV and the relative fair value upon acquisition is amortized into Income from unconsolidated affiliate over the estimated useful life of the respective underlying real estate assets, the remaining lease term of the MGM Grand/Mandalay Bay JV Lease, or the remaining term of the assumed debt, as applicable. Subsequent to year-end, on January 9, 2023, we acquired the remaining 49.9% interest from Blackstone Real Estate Income Trust, Inc. (“BREIT”) for cash consideration of approximately $1.3 billion and, accordingly, we will be required to consolidate the operations of the MGM Grand/Mandalay Bay JV starting in the first quarter of 2023. Refer to Note 3 - Real Estate Transactions for further details. |
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 the 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. |
Golf Revenues | Golf Revenues VICI Golf and Caesars are party to a golf course use agreement (the “Golf Course Use Agreement”), whereby certain subsidiaries of Caesars are granted certain priority rights and privileges with respect to access and use of certain golf course properties. For the year ended December 31, 2022, payments under the Golf Course Use Agreement were comprised of a $10.8 million annual membership fee, $3.5 million of use fees and approximately $1.4 million of minimum rounds fees. The annual membership fee, use fees and minimum round fees are subject to an annual escalator beginning at the times provided under the Golf Course Use Agreement. Revenue from the Golf Course Use Agreement is recognized in accordance with ASC 606, “Revenue From Contracts With Customers” and recognized ratably over the performance period. Additional revenues from golf course operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales tax. Golf memberships sold to individuals are not refundable and are deferred and recognized within golf revenue in the Statements of Operations over the expected life of an active membership, which is typically one year or less. |
Income Taxes - REIT Qualification | Income Taxes-REIT Qualification We conduct our operations as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders, determined without regard to the dividends paid deduction and excluding any net capital gains. As a REIT, we generally will not be subject to federal income tax on income that we pay as distributions to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates (including any alternative minimum tax or excise tax applicable to non-REIT corporations), and distributions paid to our stockholders would not be deductible by us in computing taxable income. Additionally, any resulting corporate liability created if we fail to qualify as a REIT could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT. The TRS operations (represented by the four golf course businesses) are able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain of our activities which occur within our TRS operations are subject to federal and state income taxes. The provision for income taxes includes current and deferred portions. We use the asset and liability method to provide for income taxes, which requires that our income tax expense reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for financial reporting versus income tax purposes. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. We present unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability. |
Transaction and Acquisition Expenses | Transaction and Acquisition ExpensesTransaction and acquisition-related expenses that are not capitalizable under GAAP, including most leasing costs under ASC 842, are expensed in the period they occur. Transaction and acquisition expenses also include dead deal costs. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. For non-vested share awards that vest over a predetermined time period, we use the 10-day volume weighted average price using the 10 trading days ending on the grant date. For non-vested share awards that vest based on market conditions, we use a Monte Carlo simulation (risk-neutral approach) to determine the value of each tranche. The unrecognized compensation relating to awards under our stock incentive plan will be amortized to general and administrative expense over the awards’ remaining vesting periods. Vesting periods for award of equity instruments range from zero |
Earnings Per Share and Earnings Per Unit | Earnings Per Share and Earnings Per UnitEarnings per share (”EPS”) or Earnings per unit (“EPU”) is calculated in accordance with ASC 260, “Earnings Per Share”. Basic EPS or EPU is computed by dividing net income applicable to common stockholders or unit holders, as the case may be, by the weighted-average number of shares of common stock or units, as the case may be, outstanding during the period. Diluted EPS or EPU reflects the additional dilution for all potentially dilutive securities including those from our stock incentive plan. |
Underwriting Commissions and Offering Costs | Underwriting Commissions and Offering Costs Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. |
Concentrations of Credit Risk | Concentrations of Credit Risk Caesars and MGM 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 Caesars, which includes revenue from the Caesars Leases, represented 46%, 85%, and 84% of our lease revenues for the years ended December 31, 2022, 2021 and 2020, respectively. Revenue from MGM, which comprises revenue from the MGM Master Lease and our proportionate share of the MGM Grand/Mandalay Bay JV Lease (and following our acquisition of the remaining 49.9% interest of the MGM Grand/Mandalay Bay JV on January 9, 2023, includes the entire MGM Grand/Mandalay Bay JV Lease), represented 34% of our lease revenues for the year ended December 31, 2022. Additionally, our properties on the Las Vegas Strip generated approximately 45%, 32%, and 30% of our lease revenues for the years ended December 31, 2022, 2021 and 2020, respectively. 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. Caesars and MGM are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the SEC. Caesars’ and MGM’s SEC filings are available to the public from the SEC’s web site at www.sec.gov . We make no representation as to the accuracy or completeness of the information regarding Caesars and MGM that is available through the SEC’s website or otherwise made available by Caesars, MGM or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule Of Depreciation | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Land and land improvements $ 60,332 $ 59,250 Buildings and improvements 15,125 14,880 Furniture and equipment 9,563 9,014 Total property and equipment used in operations 85,020 83,144 Less: accumulated depreciation (17,811) (14,629) Total property and equipment used in operations, net $ 67,209 $ 68,515 Year Ended December 31, (In thousands) 2022 2021 2020 Depreciation expense $ 3,182 $ 3,091 $ 3,731 |
Real Estate Transactions (Table
Real Estate Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | The number of MGP Common Shares converted to shares of VICI common stock was determined as follows: MGP Common Shares outstanding as of April 29, 2022 156,757,773 Exchange Ratio 1.366 VICI common stock issued (1) 214,131,064 VICI common stock issued for MGP stock-based compensation awards 421,468 Total VICI common stock issued 214,552,532 ____________________ (1) Amount excludes the cash paid in lieu of approximately 54 fractional MGP Common Shares. (In thousands) Amount REIT Merger Consideration (1) $ 6,568,480 Redemption payment to MGM 4,404,000 VICI OP Units retained by MGM (2) 374,769 Repayment of MGP revolving credit facility (3) 90,000 Transactions costs (4) 119,741 Total consideration transferred $ 11,556,990 Assumption of MGP OP Notes and Exchange Notes, at principal value 4,200,000 Assumption of our proportionate share of the MGM Grand/Mandalay Bay JV CMBS debt, at principal value 1,503,000 Total purchase price $ 17,259,990 ____________________ (1) Amount represents the dollar value of 214,375,990 shares of VICI common stock, multiplied by the VICI stock price at the time of closing of $30.64 per share, which were issued in exchange for the MGP Common Shares outstanding immediately prior to the REIT Merger and certain of the MGP stock-based compensation awards, converted to shares of VICI common stock. (2) Amount represents 12,231,373 VICI OP Units retained by MGM as non-controlling interest in VICI OP, multiplied by the VICI stock price at the time of closing of $30.64 per share. (3) Represents the total amount outstanding under MGP’s revolving credit facility as of April 29, 2022. In connection with the MGP Transactions, such amount was repaid in full and the related credit agreement was terminated. (4) In accordance with ASC 805-50, all direct and incremental costs related to the MGP Transactions, primarily related to success-based fees and third-party advisory fees, were included in the consideration transferred. Under ASC 805-50, we allocated the purchase price by major categories of assets acquired and liabilities assumed using relative fair value. The following is a summary of the allocated relative fair values of the assets acquired and liabilities assumed in the MGP Transactions: (In thousands) Amount Investments in leases - financing receivables (1) (2) $ 14,245,868 Investment in unconsolidated affiliate (2) (3) 1,465,814 Cash and cash equivalents (4) 25,387 Other assets (4) 338,212 Debt, net (5) (4,106,082) Accrued expenses and deferred revenue (4) (79,482) Other liabilities (4) (332,727) Total net assets acquired $ 11,556,990 ____________________ (1) We valued the real estate portfolio at relative fair value using rent multiples taking into consideration a variety of factors, including (i) asset quality and location, (ii) property and lease-level operating performance and (iii) supply and demand dynamics of each property’s respective market. The multiples used ranged from 15.0x - 18.5x with a weighted average rent multiple of 16.7x, as determined using relative fair value. (2) 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. (3) We value the Investment in unconsolidated affiliate at relative fair based on our percentage ownership of the net assets of the MGM Grand/Mandalay Bay JV. (4) Amounts represents their current carrying value which is equal to fair value. The Other assets and Other liabilities amounts include the gross presentation of certain MGP ground leases which we assumed in connection with the MGP Transactions. (5) Amount represents the fair value of debt as of April 29, 2022, which was estimated as a $93.9 million discount to the notional value. The fair value of our debt instruments was estimated using quoted prices for identical or similar liabilities in markets that are not active and, as such, these fair value measurements are considered Level 2 of the fair value hierarchy. |
Summary Of Loan Originations | The following table summarizes our 2022 development loan origination activity to date: ($ in thousands) Loan Name Maximum Loan Amount Loan Type Development Project Fontainebleau Las Vegas $ 350,000 Mezzanine Completion of 67-story hotel, gaming, meeting, and entertainment destination located on the north end of the Las Vegas Strip Canyon Ranch Austin 200,000 Senior Secured Canyon Ranch Austin wellness resort located in Austin, TX Great Wolf Northeast 287,920 Senior Secured 549-room indoor water park resort project in Mashantucket, CT Great Wolf Gulf Coast Texas 127,000 Mezzanine 532-room indoor water park resort located in Webster, TX Great Wolf South Florida 59,000 Mezzanine 532-room indoor water park resort located in Collier County, FL Cabot Citrus Farms 120,000 Senior Secured Cabot Citrus Farms golf course and resort located in Brookdale, FL BigShots 80,000 Senior Secured BigShots Golf Facilities throughout the United States Total $ 1,223,920 |
Real Estate Portfolio (Tables)
Real Estate Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Schedule Real Estate Portfolio | The following is a summary of the balances of our real estate portfolio as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Investments in leases - sales-type, net (1) 17,172,325 13,136,664 Investments in leases - financing receivables, net 16,740,770 2,644,824 Total investments in leases, net 33,913,095 15,781,488 Investments in loans, net 685,793 498,002 Investment in unconsolidated affiliate 1,460,775 — Land 153,560 153,576 Total real estate portfolio $ 36,213,223 $ 16,433,066 ____________________ |
Schedule of Components of Direct Financing and Operating Leases | Year Ended December 31, (In thousands) 2022 2021 2020 Income from sales-type leases - fixed rent (1) $ 1,436,945 $ 1,161,655 $ 1,007,193 Income from sales-type leases - contingent rent (1) 27,300 6,317 315 Income from operating leases (2) — — 25,464 Income from lease financing receivables - fixed rent (1)(3) 995,383 243,008 137,344 Income from lease financing receivables - contingent rent (1)(3) 1,673 — — Total lease revenue 2,461,301 1,410,980 1,170,316 Non-cash adjustment (4) (337,631) (119,790) (39,883) Total contractual lease revenue $ 2,123,670 $ 1,291,190 $ 1,130,433 ____________________ (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. As of December 31, 2022, we have recognized contingent rent from our Margaritaville Lease and Greektown Lease in relation to the variable rent portion of the respective leases and the Caesars Las Vegas Master Lease, Caesars Regional Master Lease and Joliet Lease in relation to the CPI portion of the annual escalator. (2) Represents the portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Regional Master Lease Agreement. Upon the consummation of the Caesars Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas and certain operating land parcels were reassessed for lease classification and were determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, such income is recognized as Income from sales-type leases. (3) Represents the MGM Master Lease, Harrah’s Call Properties, JACK Master Lease and Foundation Master Lease, all of which were 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. |
Schedule of Future Minimum Lease Payments for Operating and Capital Leases | At December 31, 2022, minimum lease payments owed to us for each of the five succeeding years 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-Type Financing Receivables Total 2023 $ 1,344,189 $ 1,126,837 $ 2,471,026 2024 1,366,127 1,148,616 2,514,743 2025 1,389,500 1,169,998 2,559,498 2026 1,409,190 1,191,924 2,601,114 2027 1,429,526 1,214,331 2,643,857 Thereafter 56,743,837 87,539,154 144,282,991 Total $ 63,682,369 $ 93,390,860 $ 157,073,229 Weighted Average Lease Term (2) 36.3 years 50.6 years 43.4 years ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. |
Schedule of Lease Agreements | The following is a summary of the material lease provisions of our Caesars Leases and leases with MGM, our two most significant tenants: ($ In thousands) Caesars Regional Master Lease and Joliet Lease Caesars Las Vegas MGM Master Lease MGM Grand/Mandalay Bay Lease (1) Lease Provision Initial term 18 years 18 years 25 years 30 years Initial term maturity 7/31/2035 7/31/2035 4/30/2047 2/28/2050 Renewal terms Four, five Four, five Three, 10-year terms Two, 10-year terms Current lease year (2) 11/1/22 - 10/31/23 (Lease Year 6) 11/1/22 - 10/31/23 (Lease Year 6) 4/29/22-4/30/23 (Lease Year 1) 3/1/22 - 2/28/23 (Lease Year 3) Current annualized rent $703,678 (3) $454,478 730,000 (4) 303,800 Annual escalator (5) Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor > 2% / change in CPI Lease years 2-10 - 2% Lease years 11-end of term - >2% / change in CPI (capped at 3%) Lease years 2-15 - 2% Lease years 16-end of term - >2% / change in CPI (capped at 3%) Variable rent adjustment (6) 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 None Variable rent adjustment calculation (5) 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 None ____________________ (1) Subsequent to year-end, on January 9, 2023, we closed on the MGM Grand/Mandalay Bay JV Interest Acquisition and acquired the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV and accordingly, the amounts set forth above reflect our consolidated interest. (2) For the Venetian Lease, lease year two will begin on the earlier of (i) March 1, 2024 and (ii) the first day of the first month following the month in which the net revenue of the Venetian Resort for the trailing twelve months equals or exceeds 2019 net revenue, which date can be no earlier than the anniversary of the first lease year (March 1, 2023). (3) 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 annualized rent under the Caesars Regional Master Lease and Joliet Lease is $694.6 million. (4) The total annual rent under the MGM Master Lease was reduced by $90.0 million upon the close of MGM’s sale of the operations of the Mirage to Hard Rock and entrance into the Mirage Lease on December 19, 2022, and further reduced by $40.0 million upon the close of MGM’s sale of the operations of Gold Strike on February 15, 2023 (which reduced the total annual rent under the MGM Master Lease to $730.0 million). (5) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. (6) Variable rent is not subject to the Escalator. |
Schedule Of Capital Expenditure Requirements Under Lease Agreements | summarizes the capital expenditure requirements of our tenants under their respective Lease Agreements: Provision Caesars Regional Master Lease and Joliet Lease Caesars Las Vegas Master Lease MGM Grand/Mandalay Bay Lease Venetian Lease All Other 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 (3) $286 million $84 million N/A N/A N/A ____________________ (1) Represents the tenants under our other Lease Agreements not specifically outlined in the table, as specified in their respective Lease Agreements. (2) The Caesars Leases require a $107.5 million floor on annual capital expenditures for Caesars Palace Las Vegas, Joliet and the Regional Master Lease properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. |
Summary of Investments In Loans | The following is a summary of our investments in loans as of December 31, 2022 and 2021: ($ In thousands) December 31, 2022 Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Weighted Average Interest Rate (3) Weighted Average Term (4) Senior Secured $ 495,901 $ 492,895 $ 584,049 7.8 % 3.2 years Mezzanine 196,597 192,898 514,882 9.1 % 4.3 years Total $ 692,498 $ 685,793 $ 1,098,931 8.2 % 3.5 years ($ In thousands) December 31, 2021 Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Weighted Average Interest Rate Weighted Average Term (3) Senior Secured $ 465,000 $ 465,034 $ 15,000 7.8 % 3.5 years Mezzanine 33,614 32,968 45,886 8.0 % 4.0 years Total $ 498,614 $ 498,002 $ 60,886 7.8 % 3.5 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 December 31, 2022. (4) Assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date. |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Net Investment in Lease, Allowance for Credit Loss | The following tables detail the allowance for credit losses as of December 31, 2022 and December 31, 2021: December 31, 2022 (In thousands) Amortized Cost Allowance (1) Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type $ 17,742,712 $ (570,387) $ 17,172,325 3.21 % Investments in leases - financing receivables 17,467,477 (726,707) 16,740,770 4.16 % Investments in loans 692,658 (6,865) 685,793 0.99 % Other assets - sales-type sub-leases 784,259 (19,750) 764,509 2.52 % Totals $ 36,687,106 $ (1,323,709) $ 35,363,397 3.61 % December 31, 2021 (In thousands) Amortized Cost Allowance Net Investment Allowance as a % of Amortized Cost Investments in leases - sales-type $ 13,571,516 $ (434,852) $ 13,136,664 3.20 % Investments in leases - financing receivables 2,735,948 (91,124) 2,644,824 3.33 % Investments in loans 498,775 (773) 498,002 0.15 % Other assets - sales-type sub-leases 280,510 (6,540) 273,970 2.33 % Totals $ 17,086,749 $ (533,289) $ 16,553,460 3.12 % ____________________ (1) The total allowance excludes the CECL allowance for unfunded loan commitments. As of December 31, 2022 and December 31, 2021, such allowance is $45.1 million and $1.0 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 years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (In thousands) 2022 2021 2020 Beginning Balance January 1, $ 534,325 $ 553,879 $ — Initial allowance upon adoption — — 309,362 Initial allowance from current period investments 573,624 1,725 90,368 Current period change in credit allowance 260,870 (21,279) 154,149 Charge-offs — — — Recoveries — — — Ending Balance December 31, $ 1,368,819 $ 534,325 $ 553,879 |
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 December 31, 2022, 2021 and 2020: December 31, 2022 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (2) Total Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) $ 4,247,315 $ 28,095,234 $ 2,594,203 $ 875,749 $ 581,973 $ 292,632 $ 36,687,106 December 31, 2021 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (2) Total Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) $ — $ 951,033 $ 14,888,770 $ 868,629 $ 279,579 $ 98,739 $ 17,086,749 December 31, 2020 (In thousands) Ba2 Ba3 B1 B2 B3 N/A (2) Total Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) $ — $ — $ 15,733,402 $ 934,628 $ 281,246 $ 65,012 $ 17,014,288 ____________________ (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. |
Other Assets and Other Liabil_2
Other Assets and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Assets | The following table details the components of our other assets as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Sales-type sub-leases, net (1) $ 764,509 $ 273,970 Property and equipment used in operations, net 67,209 68,515 Right of use assets and sub-lease right of use assets 45,008 16,811 Debt financing costs 18,646 24,928 Deferred acquisition costs 12,834 24,690 Prepaid expenses 7,348 3,660 Interest receivable 6,911 2,780 Other receivables 6,474 341 Tenant receivables 5,498 5,032 Forward-starting interest rate swaps — 884 Other 1,891 3,082 Total other assets $ 936,328 $ 424,693 _______________________________________________________ (1) As of December 31, 2022 and December 31, 2021, sales-type sub-leases are net of $19.8 million and $6.5 million of Allowance for credit losses, respectively. Refer to Note 5 - Allowance for Credit Losses for further details. |
Schedule Of Property and Equipment Used in Operations, Net | Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease as follows: Depreciable land improvements 2-50 years Building and improvements 5-25 years Furniture and equipment 2-5 years Property and equipment used in operations, included within other assets, is primarily attributable to the land, building and improvements of our golf operations and consists of the following as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Land and land improvements $ 60,332 $ 59,250 Buildings and improvements 15,125 14,880 Furniture and equipment 9,563 9,014 Total property and equipment used in operations 85,020 83,144 Less: accumulated depreciation (17,811) (14,629) Total property and equipment used in operations, net $ 67,209 $ 68,515 Year Ended December 31, (In thousands) 2022 2021 2020 Depreciation expense $ 3,182 $ 3,091 $ 3,731 |
Schedule of Other Liabilities | The following table details the components of our other liabilities as of December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Finance sub-lease liabilities $ 784,259 $ 280,510 Deferred financing liabilities 73,600 73,600 Lease liabilities and sub-lease liabilities 45,039 16,811 CECL allowance for unfunded commitments 45,110 1,037 Deferred income taxes 4,339 3,879 Other 125 — Total other liabilities $ 952,472 $ 375,837 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following tables detail our debt obligations as of December 31, 2022 and 2021: ($ In thousands) December 31, 2022 Description of Debt (1) Maturity Interest Rate Face Value Carrying Value (2) Revolving Credit Facility (3) (4) 2026 SOFR + 1.050% $ — $ — Delayed Draw Term Loan (5) 2025 SOFR + 1.200% — — November 2019 Notes (6) 2026 Maturity 2026 4.250% 1,250,000 1,238,825 2029 Maturity 2029 4.625% 1,000,000 988,931 February 2020 Notes (6) 2025 Maturity 2025 3.500% 750,000 745,020 2027 Maturity 2027 3.750% 750,000 743,086 2030 Maturity 2030 4.125% 1,000,000 988,626 April 2022 Notes (6) 2025 Maturity 2025 4.375% 500,000 496,314 2028 Maturity 2028 4.516% (7) 1,250,000 1,237,082 2030 Maturity 2030 4.541% (7) 1,000,000 987,618 2032 Maturity 2032 3.980% (7) 1,500,000 1,480,799 2052 Maturity 2052 5.625% 750,000 735,360 Exchange Notes (6) 2024 Maturity 2024 5.625% 1,024,169 1,029,226 2025 Maturity 2025 4.625% 799,368 783,659 2026 Maturity 2026 4.500% 480,524 463,018 2027 Maturity 2027 5.750% 729,466 738,499 2028 Maturity 2028 4.500% 349,325 336,545 2029 Maturity 2029 3.875% 727,114 660,489 MGP OP Notes (6) 2024 Maturity 2024 5.625% 25,831 25,901 2025 Maturity 2025 4.625% 632 615 2026 Maturity 2026 4.500% 19,476 18,542 2027 Maturity 2027 5.750% 20,534 20,520 2028 Maturity 2028 4.500% 675 639 2029 Maturity 2029 3.875% 22,886 20,361 Total Debt 4.496% (8) $ 13,950,000 $ 13,739,675 ($ In thousands) December 31, 2021 Description of Debt Maturity Interest Rate Face Value Carrying Value (1) Secured Revolving Credit Facility (9) 2024 L + 2.00% $ — $ — November 2019 Notes (5) 2026 Maturity 2026 4.250% 1,250,000 1,235,972 2029 Maturity 2029 4.625% 1,000,000 987,331 February 2020 Notes (5) 2025 Maturity 2025 3.500% 750,000 742,677 2027 Maturity 2027 3.750% 750,000 741,409 2030 Maturity 2030 4.125% 1,000,000 987,134 Total Debt 4.105% $ 4,750,000 $ 4,694,523 ____________________ (1) Amounts exclude our $1.5 billion pro-rata share of the $3.0 billion of CMBS of the MGM Grand/Mandalay Bay JV, recorded as part of the balance of Investment in unconsolidated affiliate on our Balance Sheets. Subsequent to year-end, on January 9, 2023, upon closing of the MGM Grand/Mandalay Bay JV Acquisition and consolidating the operations in the first quarter of 2023 the balance of the $3.0 billion debt, net of the fair value adjustment, will be presented in Debt, net on our Balance Sheets. The property-level debt has a principal balance of $3.0 billion, bears interest at a fixed rate of 3.558% per annum through March 2030, and matures in 2032. (2) Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt. (3) Interest on any outstanding balance is payable monthly. 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, depending on our credit ratings, with an additional 0.10% adjustment. 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%, for both instruments depending on our credit ratings. For the year ended December 31, 2022, the commitment fees for the Revolving Credit Facility was 0.375%. (4) Subsequent to year-end, on January 6, 2023, we drew on the Revolving Credit Facility in the amount of C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) to fund a portion of the purchase price of the PURE Canadian Gaming Transaction. (5) The Delayed Draw Term Loan was available to be drawn up to 12 months following the effective date of February 8, 2022. On February 8, 2023, the Delayed Draw Term Loan facility expired undrawn in accordance with its terms. (6) Interest is payable semi-annually. (7) 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 maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively. (8) 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 and treasury locks (as further described in Note 8 - Derivatives ), as applicable. The contractual weighted average interest rate as of December 31, 2022, which excludes the impact of the forward-starting interest rate swaps and treasury locks, is 4.67%. (9) On February 8, 2022, we terminated the Secured Revolving Credit Facility (including the first priority lien on substantially all of VICI PropCo’s and its existing and subsequently acquired wholly owned material domestic restricted subsidiaries’ material assets) and the 2017 Credit Agreement, as described below, and entered into the Credit Agreement providing for the Credit Facilities, as described below. Year Ended December 31, (In thousands) 2022 2021 2020 MGP Transactions Bridge Facility $ 15,338 $ 38,762 $ — Venetian Acquisition Bridge Facility 968 16,387 — Caesars Transaction Bridge Facility — — 3,068 |
Schedule of Contractual Obligation, Fiscal Year Maturity Schedule | The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2022: ($ In thousands) Future Minimum Payments 2023 $ — 2024 1,050,000 2025 2,050,000 2026 1,750,000 2027 1,500,000 Thereafter 7,600,000 Total minimum repayments $ 13,950,000 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2021. As of December 31, 2022, there were no derivative instruments outstanding. ($ in thousands) December 31, 2021 Instrument Number of Instruments Fixed Rate Notional Index Maturity Forward-starting interest rate swap 1 1.3465% $500,000 USD SOFR- COMPOUND May 2, 2032 The following table presents the effect of our forward-starting derivative financial instruments on our Statement of Operations: Year Ended December 31, (In thousands) 2022 2021 2020 Unrealized gain recorded in other comprehensive income $ 200,550 $ — $ — Reduction in interest expense related to the amortization of the forward-starting interest rate swaps and treasury locks (16,233) — — |
Schedule of Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The following table presents the effect of our interest rate swaps on our Statement of Operations: Year Ended December 31, (In thousands) 2022 2021 2020 Unrealized gain (loss) recorded in other comprehensive income $ — $ 29,166 $ (27,443) Interest from interest rate swaps recorded in interest expense — 29,960 42,797 Interest rate swap settlement recorded in interest expense — 64,239 — |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Net Derivative Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables summarize our assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021: December 31, 2022 Fair Value (In thousands) Carrying Amount Level 1 Level 2 Level 3 Financial assets: Short-term investments (1) $ 217,342 $ — $ 217,342 $ — December 31, 2021 Fair Value (In thousands) Carrying Amount Level 1 Level 2 Level 3 Financial assets: Derivative instruments - forward-starting interest rate swap (2) $ 884 $ — $ 884 $ — ____________________ (1) The carrying value of these investments is equal to their fair value due to the short-term nature of the investments as well as their credit quality. (2) The fair values of our interest rate swap derivative instruments were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising interest rate curves and credit spreads, which are Level 2 measurements as defined under ASC 820. |
Schedule Of Estimated Fair Value | The estimated fair values of our financial instruments at December 31, 2022 and 2021 for which fair value is only disclosed are as follows: December 31, 2022 December 31, 2021 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Investments in leases - financing receivables (1) $ 16,740,770 $ 17,871,771 $ 2,644,824 $ 3,104,337 Investments in loans (2) 685,793 675,456 498,002 498,614 Cash and cash equivalents 208,933 208,933 739,614 739,614 Financial liabilities: Debt Revolving Credit Facility $ — $ — $ — $ — Delayed Draw Term Loan — — — — Senior Unsecured Notes (3) 13,739,675 13,020,636 4,694,523 4,955,000 ____________________ (1) These investments represent the JACK Master Lease, the Harrah’s Call Properties, the MGM Master Lease and the Foundation Master Lease. In relation to the JACK Master Lease and the Harrah’s Call Properties, the fair value of these assets are 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 MGM Master Lease and Foundation Master Lease, 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) These investments represent our investments in 11 senior secured and mezzanine loans. The fair value of these assets are based on significant “unobservable” market inputs and, as such, these fair value measurements are considered Level 3 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. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expenses | Total rental expense, included in golf operations and general and administrative expenses in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, (In thousands) 2022 2021 2020 Rent expense $ 2,006 $ 2,009 $ 2,008 Contractual rent $ 1,901 $ 1,881 $ 1,600 Total rental income and rental expense, included in Other income and Other expenses, respectively, in our Statement of Operations and contractual rent expense under these agreements were as follows: Year Ended December 31, (In thousands) 2022 2021 2020 Rental income and expense $ 5,707 $ — $ — Contractual rent $ 5,338 $ — $ — Year Ended December 31, (In thousands) 2022 2021 2020 Rental income and expense $ 47,819 $ 22,484 $ 11,632 Contractual rent $ 52,191 $ 26,350 $ 17,983 |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2022 are as follows: (In thousands) Lease Commitments 2023 $ 1,937 2024 1,847 2025 1,908 2026 1,959 2027 1,979 Thereafter 15,138 Total minimum lease commitments $ 24,768 Discounting factor 8,682 Lease liability $ 16,086 The future minimum lease commitments relating to the sub-leases at December 31, 2022 are as follows: (In thousands) Lease Commitments 2023 $ 6,584 2024 6,553 2025 5,129 2026 3,934 2027 4,010 Thereafter 5,128 Total minimum lease commitments $ 31,338 Discounting factor 2,385 Finance sub-lease liability $ 28,953 |
Schedule of Assets And Liabilities | Accordingly, we have recorded sub-lease right-of-use assets in Other assets and sub-lease liabilities in Other liabilities. (In thousands) December 31, 2022 December 31, 2021 Others assets (operating sub-leases) $ 28,953 $ — Other liabilities (operating sub-lease liabilities) 28,953 — The following table details the balance and location in our Balance Sheet of the ground and use sub-leases as of December 31, 2022 and December 31, 2021: (In thousands) December 31, 2022 December 31, 2021 Others assets (sales-type sub-leases, net) $ 764,509 $ 273,970 Other liabilities (finance sub-lease liabilities) 784,259 280,510 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | The future minimum lease commitments relating to the ground and use sub-leases at December 31, 2022 are as follows: (In thousands) Lease Commitments 2023 $ 58,769 2024 59,039 2025 59,174 2026 59,174 2027 59,174 Thereafter 2,555,535 Total minimum lease commitments $ 2,850,866 Discounting factor 2,066,607 Finance sub-lease liability $ 784,259 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Forward Contracts Indexed to Issuer's Equity | The following table summarizes our public offering activity subject to forward sale agreements during the years ended December 31, 2022 and 2021: (In thousands, except share and per share data) Effective Date (1) Total Shares Sold (2) Public Offering Price Per Share Aggregate Offering Value Initial Forward Sale Price Per Share Initial Net Value January 2023 Offering January 18, 2023 30,302,500 $ 33.00 $ 1,000,000 $ 31.85 $ 964,400 November 2022 Offering November 8, 2022 18,975,000 30.90 580,000 30.57 579,600 September 2021 Offering September 14, 2021 50,000,000 29.50 1,475,000 28.62 1,431,000 March 2021 Offering March 8, 2021 69,000,000 29.00 2,001,000 28.06 1,935,000 Total 168,277,500 $ 30.08 $ 5,056,000 $ 29.19 $ 4,910,000 ____________________ (1) The forward sale agreements generally require settlement within one-year of the trade date, which is January 16, 2024 with respect to the January 2023 Offering, and was (i) November 3, 2023 with respect to the November 2022 Offering, (ii) September 9, 2022 with respect to the September 2021 Offering and (iii) March 4, 2022 with respect to the March 2021 Offering (all three of which have since settled). (2) The amounts are inclusive of shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock, which includes (i) 3,952,500 shares with respect to the January 2023 Offering, (ii) 2,475,000 shares with respect to the November 2022 Offering and (iii) 9,000,000 shares with respect to the March 2021 Offering. The following table summarizes settlement activity of the outstanding forward shares during the years ended December 31, 2022 and 2021: (In thousands, except share and per share data) Settlement Date Settlement Type Number of Shares Settled Forward Share Price Upon Settlement Total Net Proceeds November 2022 Forward Sale Agreements January 6, 2023 Physical 18,975,000 $ 30.34 $ 575,600 September 2021 Forward Sale Agreements February 18, 2022 Physical 50,000,000 27.81 1,390,600 March 2021 Forward Sale Agreements February 18, 2022 Physical 69,000,000 26.50 1,828,600 June 2020 Forward Sale Agreement September 9, 2021 Physical 26,900,000 19.59 526,900 June 2020 Forward Sale Agreement September 28, 2020 Physical 3,000,000 21.04 63,000 Total 167,875,000 $ 26.12 $ 4,384,700 |
Schedule of Shares Sold Activity | The following table summarizes our activity under the ATM Program during the year ended December 31, 2022, all of which were sold subject to a forward sale agreement (collectively, the “ATM Forward Sale Agreements”). During the year ended December 31, 2021, we did not sell any shares under the ATM Program. (In thousands, except share and per share data) Number of Shares Weighted Average Share Price Aggregate Value Forward Sales Price Per Share Aggregate Net Value December 2022 ATM Forward Sale Agreement 6,317,805 $ 33.62 $ 212,400 $ 32.96 $ 208,300 August 2022 ATM Forward Sale Agreement 3,918,807 34.73 136,080 34.40 134,800 June 2022 ATM Forward Sale Agreement 11,380,980 32.28 367,400 31.64 360,000 Total 21,617,592 $ 33.12 $ 715,880 $ 32.53 $ 703,100 The following table summarizes our settlement activity of the outstanding forward shares under the ATM Program, all of which were settled subsequent to the year ended December 31, 2022. (In thousands, except share and per share data) Settlement Date Settlement Type Number of Shares Settled Forward Share Price Upon Settlement Total Net Proceeds December 2022 ATM Forward Sale Agreement January 6, 2023 Physical 6,317,805 $ 32.99 $ 208,402 August 2022 ATM Forward Sale Agreement January 6, 2023 Physical 3,918,807 33.96 133,073 June 2022 ATM Forward Sale Agreement January 3, 2023 Physical 11,380,980 31.20 355,168 Total 21,617,592 $ 32.22 $ 696,643 |
Schedule of Common Stock Shares Outstanding | The following table details the issuance of outstanding shares of common stock, including restricted common stock: Common Stock Outstanding 2022 2021 2020 Beginning Balance January 1 628,942,092 536,669,722 461,004,742 Issuance of common stock in primary follow-on offerings — 65,000,000 — Issuance of common stock upon physical settlement of forward sale agreements (1) 119,000,000 26,900,000 68,000,000 Issuance of common stock in connection with the Merger 214,552,532 — — Issuance of common stock under the at-the-market offering program — — 7,500,000 Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures 601,939 372,370 164,980 Ending Balance December 31 963,096,563 628,942,092 536,669,722 ____________________ (1) Excludes the 40,592,592 shares subject to the November 2022 Forward Sale Agreement and the ATM Forward Sale Agreements as such shares were not yet settled as of December 31, 2022. |
Summary of Dividends Declared | Dividends declared (on a per share basis) during the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 Declaration Date Record Date Payment Date Period Dividend March 10, 2022 March 24, 2022 April 7, 2022 January 1, 2022 - March 31, 2022 $ 0.3600 June 9, 2022 June 23, 2022 July 7, 2022 April 1, 2022 - June 30, 2022 $ 0.3600 September 8, 2022 September 22, 2022 October 6, 2033 July 1, 2022 - September 30, 2022 $ 0.3900 December 8, 2022 December 22, 2022 January 5, 2022 October 1, 2022 - December 31, 2022 $ 0.3900 Year Ended December 31, 2021 Declaration Date Record Date Payment Date Period Dividend March 11, 2021 March 25, 2021 April 8, 2021 January 1, 2021 - March 31, 2021 $ 0.3300 June 10, 2021 June 24, 2021 July 8, 2021 April 1, 2021 - June 30, 2021 $ 0.3300 August 4, 2021 September 24, 2021 October 7, 2021 July 1, 2021 - September 30, 2021 $ 0.3600 December 9, 2021 December 23, 2021 January 6, 2022 October 1, 2021 - December 31, 2021 $ 0.3600 |
Earnings Per Share and Earnin_2
Earnings Per Share and Earning Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, (In thousands) 2022 2021 2020 Determination of shares: Weighted-average shares of common stock outstanding 877,508 564,467 506,141 Assumed conversion of restricted stock 955 924 412 Assumed settlement of forward sale agreements 1,213 11,675 4,356 Diluted weighted-average shares of common stock outstanding 879,676 577,066 510,909 Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Basic: Net income attributable to common stockholders $ 1,117,635 $ 1,013,851 $ 891,674 Weighted-average shares of common stock outstanding 877,508 564,467 506,141 Basic EPS $ 1.27 $ 1.80 $ 1.76 Diluted: Net income attributable to common stockholders $ 1,117,635 $ 1,013,851 $ 891,674 Diluted weighted-average shares of common stock outstanding 879,676 577,066 510,909 Diluted EPS $ 1.27 $ 1.76 $ 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: Year Ended December 31, (In thousands) 2022 2021 2020 Determination of units: Weighted-average units outstanding 885,786 564,467 506,141 Assumed conversion of VICI restricted stock 955 924 412 Assumed settlement of VIC forward sale agreements 1,213 11,675 4,356 Diluted weighted-average units outstanding 887,953 577,066 510,909 Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Basic: Net income attributable to partners $ 1,118,471 $ 1,008,534 $ 889,608 Weighted-average units outstanding 885,786 564,467 506,141 Basic EPU $ 1.26 $ 1.79 $ 1.76 Diluted: Net income attributable to partners $ 1,118,471 $ 1,008,534 $ 889,608 Diluted weighted-average units outstanding 887,953 577,066 510,909 Diluted EPU $ 1.26 $ 1.75 $ 1.74 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, (In thousands) 2022 2021 2020 Stock-based compensation expense $ 12,986 $ 9,371 $ 7,388 |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table details the activity of our incentive stock and time-based restricted stock and performance-based restricted stock units: Incentive and Time-Based Restricted Stock Performance-Based Restricted Stock Units (In thousands, except for per share data) Stock Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 310,470 $ 21.58 291,003 $ 20.71 Granted 183,744 23.56 239,437 19.90 Vested (144,694) 20.21 — — Forfeited (24,655) 21.21 — — Canceled — — — — Outstanding as of December 31, 2020 324,865 23.34 530,440 20.35 Granted 176,023 18.79 318,312 16.85 Vested (177,120) 19.19 (220,084) 18.39 Forfeited (23,737) 19.58 (40,534) 18.39 Canceled — — — — Outstanding as of December 31, 2021 300,031 24.72 588,134 19.32 Granted 389,715 28.84 489,207 27.03 Vested (167,465) 25.91 (227,166) 22.68 Forfeited (14,942) 25.46 (80,586) 22.68 Canceled — — — — Outstanding as of December 31, 2022 507,339 $ 27.47 769,589 $ 22.88 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The composition of our income tax expense (benefit) was as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 1,758 $ 469 $ 2,227 $ 1,066 $ 358 $ 1,424 $ 381 $ 148 $ 529 State 658 (9) 649 1,475 (12) 1,463 299 3 302 Income tax expense $ 2,416 $ 460 $ 2,876 $ 2,541 $ 346 $ 2,887 $ 680 $ 151 $ 831 |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2022 and 2021, the net effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were: (In thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Lease liability $ 2,310 $ 2375 Accruals, reserves and other 221 32 Total deferred tax assets 2,531 2,407 Deferred tax liabilities: Land, buildings and equipment, net (4,560) (3,911) Right of use asset (2,310) (2,375) Total deferred tax liabilities (6,870) (6,286) Net deferred tax liability $ (4,339) $ (3,879) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles our effective income tax rate to the historical federal statutory rate of 21% for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 ($ in thousands) Amount Percent Amount Percent Amount Percent Federal income tax expense at statutory rate $ 239,220 21.0 % $ 215,469 21.0 % $ 188,378 21.0 % REIT income not subject to federal income tax (237,069) (20.8) (214,037) (20.9) (187,839) (20.9) Pre-tax gain attributable to taxable subsidiaries 2,151 0.2 1,432 0.1 539 0.1 State income taxes, net of federal benefits 648 0.1 1,444 0.1 296 — Non-deductible expenses and other 77 — 11 — (4) — Income tax expense $ 2,876 0.3 % $ 2,887 0.2 % $ 831 0.1 % |
Summary of Federal Income Tax Note | For U.S. federal income tax purposes, the portion of the dividends allocated to stockholders for the years ended December 31, 2022, 2021 and 2020 are characterized as follows: Year Ended December 31, ($ per share) 2022 2021 2020 Ordinary dividends $ 1.5787 $ 0.7108 $ 1.2225 Section 199A dividends (1) $ 1.5787 $ 0.7108 $ 1.2225 Non-dividend distribution $ — $ 0.6392 $ — ____________________ |
Business and Organization (Deta
Business and Organization (Details) - property | Jan. 06, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements | ||
Number of real estate properties (properties) | 45 | |
Subsequent Event | ||
Organization, Consolidation and Presentation of Financial Statements | ||
Number of real estate properties (properties) | 49 | |
Golf Courses | ||
Organization, Consolidation and Presentation of Financial Statements | ||
Number of real estate properties (properties) | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||||||||||
Jan. 09, 2023 USD ($) | Dec. 31, 2022 USD ($) property | Dec. 31, 2022 USD ($) property | Dec. 31, 2022 USD ($) property | Dec. 31, 2022 USD ($) property segment | Dec. 31, 2022 USD ($) property tradingDay | Dec. 31, 2022 USD ($) property d | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Dec. 31, 2017 USD ($) a | Jan. 08, 2023 | Jan. 06, 2023 property | |
Real Estate Properties | ||||||||||||
Number of operating segments | segment | 1 | |||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Restricted cash | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Short-term investments | $ 217,342,000 | 217,342,000 | $ 217,342,000 | $ 217,342,000 | $ 217,342,000 | $ 217,342,000 | $ 0 | |||||
Variable golf fees | 10,800,000 | |||||||||||
Use fees | 3,500,000 | |||||||||||
Minimum rounds fees | $ 1,400,000 | |||||||||||
Number of golf courses | property | 45 | 45 | 45 | 45 | 45 | 45 | ||||||
Subsequent Event | ||||||||||||
Real Estate Properties | ||||||||||||
Number of golf courses | property | 49 | |||||||||||
MGM Grand Mandalay Bay JV | Subsequent Event | ||||||||||||
Real Estate Properties | ||||||||||||
Interest acquired | 49.90% | |||||||||||
Consideration transferred | $ 1,261,900,000 | |||||||||||
BREIT JV | ||||||||||||
Real Estate Properties | ||||||||||||
Equity method investment, ownership percentage | 50.10% | 50.10% | 50.10% | 50.10% | 50.10% | 50.10% | ||||||
BREIT JV | Subsequent Event | ||||||||||||
Real Estate Properties | ||||||||||||
Equity method investment, ownership percentage | 50.10% | |||||||||||
Eastside Property | ||||||||||||
Real Estate Properties | ||||||||||||
Area of real estate property | a | 18.4 | |||||||||||
Proceeds from sale of land held-for-investment | $ 73,600,000 | |||||||||||
Deposit liability | $ 73,600,000 | |||||||||||
Property, Las Vegas Strip | Geographic Concentration Risk | Revenue Benchmark | ||||||||||||
Real Estate Properties | ||||||||||||
Concentration risk percentage | 45% | 32% | 30% | |||||||||
Caesars Entertainment Corporation | Customer Concentration Risk | Revenue Benchmark | ||||||||||||
Real Estate Properties | ||||||||||||
Concentration risk percentage | 46% | 85% | 84% | |||||||||
MGM Resorts International | Geographic Concentration Risk | Revenue Benchmark | ||||||||||||
Real Estate Properties | ||||||||||||
Concentration risk percentage | 34% | |||||||||||
Minimum | ||||||||||||
Real Estate Properties | ||||||||||||
Award vesting period (in years) | 0 years | |||||||||||
Maximum | ||||||||||||
Real Estate Properties | ||||||||||||
Award vesting period (in years) | 3 years | |||||||||||
Harrah’s Joliet LandCo LLC | ||||||||||||
Real Estate Properties | ||||||||||||
Noncontrolling interest, ownership percentage | 20% | 20% | 20% | 20% | 20% | 20% | ||||||
VICI OP | ||||||||||||
Real Estate Properties | ||||||||||||
Noncontrolling interest, ownership percentage | 1.30% | 1.30% | 1.30% | 1.30% | 1.30% | 1.30% | ||||||
Time-Based Restricted Shares | ||||||||||||
Real Estate Properties | ||||||||||||
Period of volume of weighted average price | 10 | 10 | ||||||||||
Trading days | tradingDay | 10 | |||||||||||
Time-Based Restricted Shares | Minimum | ||||||||||||
Real Estate Properties | ||||||||||||
Award vesting period (in years) | 1 year | |||||||||||
Time-Based Restricted Shares | Maximum | ||||||||||||
Real Estate Properties | ||||||||||||
Award vesting period (in years) | 3 years | |||||||||||
Golf Courses | ||||||||||||
Real Estate Properties | ||||||||||||
Number of golf courses | property | 4 | 4 | 4 | 4 | 4 | 4 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Depreciation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Depreciable land improvements | Minimum | |
Property, Plant and Equipment | |
Useful life | 2 years |
Depreciable land improvements | Maximum | |
Property, Plant and Equipment | |
Useful life | 50 years |
Building and improvements | Minimum | |
Property, Plant and Equipment | |
Useful life | 5 years |
Building and improvements | Maximum | |
Property, Plant and Equipment | |
Useful life | 25 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment | |
Useful life | 2 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment | |
Useful life | 5 years |
Real Estate Transactions - MGM
Real Estate Transactions - MGM Grand/Mandalay Bay JV Interest Acquisition (Details) $ in Millions | Jan. 09, 2023 USD ($) renewal | Apr. 29, 2022 USD ($) renewal | Jan. 08, 2023 | Dec. 31, 2022 |
BREIT JV | ||||
Asset Acquisition [Line Items] | ||||
Equity method investment, ownership percentage | 50.10% | |||
Subsequent Event | MGM Grand Mandalay Bay Note due 2030 | ||||
Asset Acquisition [Line Items] | ||||
Interest rate, stated percentage (percent) | 3.558% | |||
Subsequent Event | MGM Grand Mandalay Bay JV | ||||
Asset Acquisition [Line Items] | ||||
Interest acquired | 49.90% | |||
Consideration transferred | $ 1,261.9 | |||
Subsequent Event | MGM Grand Mandalay Bay JV | MGM Grand Mandalay Bay Note due 2030 | ||||
Asset Acquisition [Line Items] | ||||
Liabilities incurred | 1,497 | |||
Subsequent Event | BREIT JV | ||||
Asset Acquisition [Line Items] | ||||
Equity method investment, ownership percentage | 50.10% | |||
Subsequent Event | BREIT JV | MGM Grand Mandalay Bay JV | MGM Grand Mandalay Bay Note due 2030 | ||||
Asset Acquisition [Line Items] | ||||
Liabilities incurred | 3,000 | |||
Minimum | ||||
Asset Acquisition [Line Items] | ||||
Lessor, sales-type lease, renewal term | 5 years | |||
MGM Grand Mandalay Bay Lease | ||||
Asset Acquisition [Line Items] | ||||
Contractual annual rent amounts | $ 303.8 | |||
Initial lease term | 30 years | |||
Number of renewal options | renewal | 2 | |||
Lessor, sales-type lease, renewal term | 10 years | |||
Annual rent increase, cap percent | 3% | |||
MGM Grand Mandalay Bay Lease | Subsequent Event | ||||
Asset Acquisition [Line Items] | ||||
Contractual annual rent amounts | $ 303.8 | |||
Initial lease term | 27 years | |||
Number of renewal options | renewal | 2 | |||
Lessor, sales-type lease, renewal term | 10 years | |||
Annual rent increase, cap percent | 3% | |||
MGM Grand Mandalay Bay Lease | Minimum | ||||
Asset Acquisition [Line Items] | ||||
Annual escalation rate | 2% | |||
MGM Grand Mandalay Bay Lease | Minimum | Subsequent Event | ||||
Asset Acquisition [Line Items] | ||||
Annual escalation rate | 2% |
Real Estate Transactions - Pure
Real Estate Transactions - Pure Canadian Gaming (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||||||
Jan. 06, 2023 USD ($) renewal | Jan. 06, 2023 CAD ($) renewal | Jan. 03, 2023 USD ($) | Jan. 03, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 06, 2023 CAD ($) | |
Asset Acquisition [Line Items] | ||||||||
Proceeds from Revolving Credit Facility | $ | $ 600,000 | $ 0 | $ 0 | |||||
Minimum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||
Maximum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Lessor, sales-type lease, renewal term | 30 years | |||||||
Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Proceeds from Revolving Credit Facility | $ 103,400 | $ 140 | $ 103,400 | $ 140 | ||||
Subsequent Event | PURE Master Lease | ||||||||
Asset Acquisition [Line Items] | ||||||||
Contractual annual rent amounts | $ 16,100 | $ 21.8 | ||||||
Initial lease term | 25 years | 25 years | ||||||
Number of renewal options | renewal | 4 | 4 | ||||||
Lessor, sales-type lease, renewal term | 5 years | 5 years | ||||||
Annual escalation rate | 1.50% | 1.50% | ||||||
Yearly minimum expenditure | 1% | 1% | ||||||
Subsequent Event | PURE Master Lease | Minimum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Annual escalation rate | 1.25% | 1.25% | ||||||
Subsequent Event | PURE Master Lease | Maximum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Annual escalation rate | 2.50% | 2.50% | ||||||
PURE Portfolio Assets | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Consideration transferred | $ 200,800 | $ 271.9 |
Real Estate Transactions - Foun
Real Estate Transactions - Foundation Gaming (Details) $ in Thousands | Dec. 22, 2022 USD ($) renewal | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Investments in leases - financing receivables, net | ||||
Asset Acquisition [Line Items] | ||||
Notes receivable | [1] | $ 16,740,770 | $ 2,644,824 | |
Minimum | ||||
Asset Acquisition [Line Items] | ||||
Lessor, sales-type lease, renewal term | 5 years | |||
Maximum | ||||
Asset Acquisition [Line Items] | ||||
Lessor, sales-type lease, renewal term | 30 years | |||
Foundation Master Lease | ||||
Asset Acquisition [Line Items] | ||||
Contractual annual rent amounts | $ 24,300 | |||
Initial lease term | 15 years | |||
Number of renewal options | renewal | 4 | |||
Lessor, sales-type lease, renewal term | 5 years | |||
Annual escalation rate | 1.50% | |||
Yearly minimum expenditure | 1% | |||
Foundation Master Lease | Investments in leases - financing receivables, net | ||||
Asset Acquisition [Line Items] | ||||
Notes receivable | $ 28,200 | |||
Foundation Master Lease | Minimum | ||||
Asset Acquisition [Line Items] | ||||
Annual escalation rate | 1% | |||
Foundation Master Lease | Maximum | ||||
Asset Acquisition [Line Items] | ||||
Annual escalation rate | 3% | |||
Foundation Gaming Assets | ||||
Asset Acquisition [Line Items] | ||||
Consideration transferred | $ 293,400 | |||
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
Real Estate Transactions - Rock
Real Estate Transactions - Rocky Gap Casino (Details) $ in Millions | Jun. 30, 2023 USD ($) renewal | Dec. 01, 2022 USD ($) |
Century Master Lease | ||
Asset Acquisition [Line Items] | ||
Increase in annual rent payments | $ 4.2 | |
Century Master Lease | Forecast | ||
Asset Acquisition [Line Items] | ||
Increase in annual rent payments | $ 15.5 | |
Initial lease term | 15 years | |
Number of renewal options | renewal | 4 | |
Lessor, sales-type lease, renewal term | 5 years | |
Rocky Gap Casino Resort | Forecast | ||
Asset Acquisition [Line Items] | ||
Consideration transferred | $ 260 | |
Rocky Gap Casino Resort | Century Casinos | Forecast | ||
Asset Acquisition [Line Items] | ||
Payments to acquire productive assets | 56.1 | |
Rocky Gap Casino Resort | Land and Building | Forecast | ||
Asset Acquisition [Line Items] | ||
Consideration transferred | $ 203.9 |
Real Estate Transactions - MGP
Real Estate Transactions - MGP Transactions (Details) $ in Thousands, ft² in Millions | Feb. 15, 2023 USD ($) | Jan. 09, 2023 USD ($) renewal | Dec. 19, 2022 USD ($) | Apr. 29, 2022 USD ($) ft² property renewal region hotelRoom shares | Jan. 08, 2023 | Jan. 06, 2023 property | Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) |
Asset Acquisition [Line Items] | ||||||||
Number of golf courses | property | 45 | |||||||
Face value | $ 13,950,000 | $ 4,750,000 | ||||||
Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of golf courses | property | 49 | |||||||
Exchange Notes | Unsecured Debt | ||||||||
Asset Acquisition [Line Items] | ||||||||
Face value | $ 4,110,000 | |||||||
MGP OP Notes | Unsecured Debt | ||||||||
Asset Acquisition [Line Items] | ||||||||
Face value | $ 90,000 | |||||||
Maximum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Lessor, sales-type lease, renewal term | 30 years | |||||||
Minimum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Lessor, sales-type lease, renewal term | 5 years | |||||||
Las Vegas Strip Entertainment and Gaming-Related Property | MGP | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of golf courses | property | 7 | |||||||
Regional Casino Resorts | MGP | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of golf courses | property | 8 | |||||||
Largest Hotel | MGP | UNITED STATES | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of golf courses | property | 2 | |||||||
Largest Resort Property | MGP | Las Vegas | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of golf courses | property | 2 | |||||||
MGM Master Lease | ||||||||
Asset Acquisition [Line Items] | ||||||||
Initial lease term | 25 years | |||||||
Number of renewal options | renewal | 3 | |||||||
Lessor, sales-type lease, renewal term | 10 years | |||||||
Annual escalation rate period | 10 years | |||||||
Annual rent increase, cap percent | 3% | |||||||
MGM Master Lease | Maximum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Contractual annual rent amounts | $ 860,000 | |||||||
Decrease in annual rent payments | $ 90,000 | |||||||
MGM Master Lease | Maximum | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Decrease in annual rent payments | $ 40,000 | |||||||
MGM Master Lease | Minimum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Annual escalation rate | 2% | |||||||
MGM Master Lease | Minimum | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Decrease in annual rent payments | $ 40,000 | |||||||
MGM Grand Mandalay Bay Lease | ||||||||
Asset Acquisition [Line Items] | ||||||||
Contractual annual rent amounts | $ 303,800 | |||||||
Initial lease term | 30 years | |||||||
Number of renewal options | renewal | 2 | |||||||
Lessor, sales-type lease, renewal term | 10 years | |||||||
Annual escalation rate period | 15 years | |||||||
Annual rent increase, cap percent | 3% | |||||||
MGM Grand Mandalay Bay Lease | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Contractual annual rent amounts | $ 303,800 | |||||||
Initial lease term | 27 years | |||||||
Number of renewal options | renewal | 2 | |||||||
Lessor, sales-type lease, renewal term | 10 years | |||||||
Annual rent increase, cap percent | 3% | |||||||
MGM Grand Mandalay Bay Lease | MGM Grand Mandalay Bay JV | ||||||||
Asset Acquisition [Line Items] | ||||||||
Contractual annual rent amounts | $ 152,200 | |||||||
MGM Grand Mandalay Bay Lease | Minimum | ||||||||
Asset Acquisition [Line Items] | ||||||||
Annual escalation rate | 2% | |||||||
MGM Grand Mandalay Bay Lease | Minimum | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Annual escalation rate | 2% | |||||||
BREIT JV | ||||||||
Asset Acquisition [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.10% | |||||||
Carrying value of investment | $ 640,000 | |||||||
BREIT JV | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.10% | |||||||
MGP | ||||||||
Asset Acquisition [Line Items] | ||||||||
Consideration transferred | $ 11,556,990 | |||||||
Liabilities incurred | $ 5,700,000 | |||||||
Number of golf courses | property | 15 | |||||||
Number of regions in which entity operates | region | 9 | |||||||
Number of hotel rooms | hotelRoom | 36,000 | |||||||
Area of real estate property | ft² | 3.6 | |||||||
Exchange ratio (in shares) | shares | 1.366 | |||||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 4,404,000 | |||||||
Asset Acquisition, Equity Interest In Acquiree, Number Of Shares | shares | 12,200,000 | |||||||
Tax protection agreement period | 15 years | |||||||
Tax protection holding amount | $ 8,500,000 | |||||||
Investment in leases - financing receivables | 14,245,868 | |||||||
Financing and loans receivable, allowance for credit losses | 431,500 | |||||||
MGP | MGP OP Notes | ||||||||
Asset Acquisition [Line Items] | ||||||||
Liabilities incurred | 4,200,000 | |||||||
MGP | MGM Master Lease Agreement and BREIT JV Lease Agreement | ||||||||
Asset Acquisition [Line Items] | ||||||||
Contractual annual rent amounts | $ 1,012,000 | |||||||
MGP | BREIT JV | ||||||||
Asset Acquisition [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.10% | 50.10% | ||||||
MGP | BREIT JV | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Equity method investment, ownership percentage | 100% | |||||||
MGM Grand Mandalay Bay JV | Subsequent Event | ||||||||
Asset Acquisition [Line Items] | ||||||||
Consideration transferred | $ 1,261,900 | |||||||
Interest acquired | 49.90% |
Real Estate Transactions - Asse
Real Estate Transactions - Asset Acquisition (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Apr. 29, 2022 USD ($) $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Asset Acquisition [Line Items] | ||||
Total VICI common stock Issued (in shares) | shares | 214,552,532 | 0 | 0 | |
Minimum | ||||
Asset Acquisition [Line Items] | ||||
Rent multiple | 15 | |||
Maximum | ||||
Asset Acquisition [Line Items] | ||||
Rent multiple | 18.5 | |||
Weighted Average | ||||
Asset Acquisition [Line Items] | ||||
Rent multiple | 16.7 | |||
MGP | ||||
Asset Acquisition [Line Items] | ||||
MGP Common Shares outstanding as of April 29, 2022 (in shares) | shares | 156,757,773 | |||
Exchange ratio (in shares) | shares | 1.366 | |||
VICI common stock issued (in shares) | shares | 214,131,064 | |||
VICI common stock issued for MGP stock-based compensation awards (in shares) | shares | 421,468 | |||
Total VICI common stock Issued (in shares) | shares | 214,552,532 | |||
Fractional common shares excluded (in shares) | shares | 54 | |||
REIT Merger Consideration | $ 6,568,480 | |||
Redemption payment to MGM | 4,404,000 | |||
VICI OP Units retained by MGM | 374,769 | |||
Repayment of MGP revolving credit facility | 90,000 | |||
Transaction costs | 119,741 | |||
Total consideration transferred | 11,556,990 | |||
Total purchase price | $ 17,259,990 | |||
Asset acquisition, number of shares issued (in shares) | shares | 214,375,990 | |||
Share price (in dollars per share) | $ / shares | $ 30.64 | |||
Asset acquisition, number of units retained noncontrolling interests (in units) | shares | 12,231,373 | |||
Investment in leases - financing receivables | $ 14,245,868 | |||
Investment in unconsolidated affiliate | 1,465,814 | |||
Cash and cash equivalents | 25,387 | |||
Other assets | 338,212 | |||
Debt, net | (4,106,082) | |||
Accrued expenses and deferred revenue | (79,482) | |||
Other liabilities | (332,727) | |||
Total net assets acquired | 11,556,990 | |||
Debt discount | 93,900 | |||
MGP | MGP OP Notes and Exchange Notes | ||||
Asset Acquisition [Line Items] | ||||
Assumption of debt | 4,200,000 | |||
MGP | BREIT CMBS Debt | ||||
Asset Acquisition [Line Items] | ||||
Assumption of debt | $ 1,503,000 |
Real Estate Transactions - Vene
Real Estate Transactions - Venetian Acquisition (Details) $ in Thousands | 12 Months Ended | |||||
Feb. 23, 2022 USD ($) renewal | Feb. 18, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Asset Acquisition [Line Items] | ||||||
Carrying Value | $ 13,739,675 | $ 4,694,523 | ||||
Proceeds from offering of common stock, net | 3,219,101 | 2,385,779 | $ 1,539,748 | |||
Proceeds from Revolving Credit Facility | 600,000 | 0 | $ 0 | |||
Investments in leases - sales-type, net | [1] | 17,172,325 | 13,136,664 | |||
CECL allowance for unfunded commitments | $ 45,110 | $ 1,037 | ||||
Venetian Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Contractual annual rent amounts | $ 250,000 | |||||
Initial lease term | 30 years | |||||
Number of renewal options | renewal | 2 | |||||
Lessor, sales-type lease, renewal term | 10 years | |||||
Annual rent increase, cap percent | 3% | |||||
Minimum | ||||||
Asset Acquisition [Line Items] | ||||||
Lessor, sales-type lease, renewal term | 5 years | |||||
Minimum | Venetian Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Annual escalation rate | 2% | |||||
Revolving Credit Facility | ||||||
Asset Acquisition [Line Items] | ||||||
Proceeds from Revolving Credit Facility | $ 600,000 | |||||
Forward Sales Agreement | ||||||
Asset Acquisition [Line Items] | ||||||
Proceeds from offering of common stock, net | $ 3,200,000 | |||||
Venetian Resort | ||||||
Asset Acquisition [Line Items] | ||||||
Consideration transferred | $ 4,000,000 | |||||
Future funding commitments | 1,000,000 | |||||
Contractual lease support agreement, EBITDAR floor amount | 550,000 | |||||
Venetian Resort | Venetian Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Investments in leases - sales-type, net | 65,600 | |||||
Venetian Resort | Venetian PGFA | ||||||
Asset Acquisition [Line Items] | ||||||
CECL allowance for unfunded commitments | 8,300 | |||||
Venetian Resort | OpCo Buyer | ||||||
Asset Acquisition [Line Items] | ||||||
Payments to acquire productive assets | 2,250,000 | |||||
Carrying Value | $ 1,200,000 | |||||
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
Real Estate Transactions - Rece
Real Estate Transactions - Recent Leasing Activity (Details) $ in Thousands | Feb. 15, 2023 USD ($) renewal | Dec. 19, 2022 USD ($) renewal | Dec. 01, 2022 USD ($) room | Apr. 29, 2022 USD ($) renewal | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Asset Acquisition [Line Items] | ||||||
CECL allowance for unfunded commitments | $ 45,110 | $ 1,037 | ||||
Gold Strike Lease | Subsequent Event | ||||||
Asset Acquisition [Line Items] | ||||||
Initial lease term | 25 years | |||||
Number of renewal options | renewal | 3 | |||||
Lessor, sales-type lease, renewal term | 10 years | |||||
Annual rent increase, cap percent | 3% | |||||
Yearly minimum expenditure | 1% | |||||
Mirage Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Initial lease term | 25 years | |||||
Number of renewal options | renewal | 3 | |||||
Lessor, sales-type lease, renewal term | 10 years | |||||
Annual rent increase, cap percent | 3% | |||||
Yearly minimum expenditure | 1% | |||||
Future funding commitments | $ 1,500,000 | |||||
Century Master Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Decrease in annual rent payments | $ (4,200) | |||||
Future funding commitments | $ 51,900 | |||||
Number of rooms | room | 38 | |||||
MGM Master Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Initial lease term | 25 years | |||||
Number of renewal options | renewal | 3 | |||||
Lessor, sales-type lease, renewal term | 10 years | |||||
Annual rent increase, cap percent | 3% | |||||
Maximum | ||||||
Asset Acquisition [Line Items] | ||||||
Lessor, sales-type lease, renewal term | 30 years | |||||
Maximum | Gold Strike Lease | Subsequent Event | ||||||
Asset Acquisition [Line Items] | ||||||
Contractual annual rent amounts | $ 40,000 | |||||
Maximum | Mirage Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Contractual annual rent amounts | 90,000 | |||||
Maximum | MGM Master Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Contractual annual rent amounts | $ 860,000 | |||||
Decrease in annual rent payments | $ 90,000 | |||||
Maximum | MGM Master Lease | Subsequent Event | ||||||
Asset Acquisition [Line Items] | ||||||
Decrease in annual rent payments | $ 40,000 | |||||
Minimum | ||||||
Asset Acquisition [Line Items] | ||||||
Lessor, sales-type lease, renewal term | 5 years | |||||
Minimum | Gold Strike Lease | Subsequent Event | ||||||
Asset Acquisition [Line Items] | ||||||
Annual escalation rate | 2% | |||||
Minimum | Mirage Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Annual escalation rate | 2% | |||||
Minimum | MGM Master Lease | ||||||
Asset Acquisition [Line Items] | ||||||
Annual escalation rate | 2% | |||||
Minimum | MGM Master Lease | Subsequent Event | ||||||
Asset Acquisition [Line Items] | ||||||
Decrease in annual rent payments | $ 40,000 |
Real Estate Transactions - Sche
Real Estate Transactions - Schedule of Loan Originations (Details) $ in Thousands | Dec. 31, 2022 USD ($) story room | Dec. 23, 2022 USD ($) story | Oct. 07, 2022 USD ($) | Aug. 30, 2022 USD ($) room | Jul. 01, 2022 USD ($) room | Jun. 06, 2022 USD ($) | Apr. 07, 2022 USD ($) |
2022 Loan Originations | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 1,223,920 | ||||||
Fontainebleau Las Vegas Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 350,000 | $ 350,000 | |||||
Number of stories | story | 67 | 67 | |||||
Canyon Ranch Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 200,000 | $ 200,000 | |||||
Great Wolf Northeast Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 287,920 | ||||||
Number of rooms | room | 549 | ||||||
Great Wolf Gulf Coast Texas Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 127,000 | $ 127,000 | |||||
Number of rooms | room | 532 | 532 | |||||
Great Wolf South Florida Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 59,000 | $ 59,000 | |||||
Number of rooms | room | 532 | 500 | |||||
Cabot Citrus Farms Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 120,000 | $ 120,000 | |||||
BigShots Loan | |||||||
Business Acquisition | |||||||
Future funding commitments | $ 80,000 | $ 80,000 |
Real Estate Transactions - Loan
Real Estate Transactions - Loan Originations Narrative (Details) $ in Thousands | Dec. 30, 2022 USD ($) room option | Oct. 07, 2022 USD ($) option | Aug. 30, 2022 USD ($) option room | Jul. 01, 2022 USD ($) option room | Jun. 06, 2022 USD ($) option | Dec. 31, 2022 USD ($) story room | Dec. 23, 2022 USD ($) story | Apr. 07, 2022 USD ($) |
Fontainebleau Las Vegas Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 350,000 | $ 350,000 | ||||||
Number of stories | story | 67 | 67 | ||||||
Canyon Ranch Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 200,000 | $ 200,000 | ||||||
Call right period | 24 months | |||||||
Call right initial term | 25 years | |||||||
Number of extension options | option | 8 | |||||||
Extension term | 5 years | |||||||
First offer right term | 5 years | |||||||
Great Wolf Gulf Coast Texas Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 127,000 | $ 127,000 | ||||||
Number of rooms | room | 532 | 532 | ||||||
Financing receivable term | 3 years | |||||||
Number of extension options | option | 2 | |||||||
Financing receivable extension term | 12 months | |||||||
Project value | $ 200,000 | |||||||
Great Wolf South Florida Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 59,000 | $ 59,000 | ||||||
Number of rooms | room | 500 | 532 | ||||||
Financing receivable term | 4 years | |||||||
Number of extension options | option | 1 | |||||||
Financing receivable extension term | 12 months | |||||||
Project value | $ 250,000 | |||||||
Cabot Citrus Farms Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 120,000 | $ 120,000 | ||||||
Call right initial term | 25 years | |||||||
Number of extension options | option | 5 | |||||||
Extension term | 5 years | |||||||
BigShots Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 80,000 | $ 80,000 | ||||||
Great Wolf Gulf Northeast Loan | ||||||||
Business Acquisition | ||||||||
Future Funding Commitments | $ 287,900 | |||||||
Number of rooms | room | 549 | |||||||
Financing receivable term | 3 years | |||||||
Number of extension options | option | 2 | |||||||
Financing receivable extension term | 12 months |
Real Estate Portfolio - Narrati
Real Estate Portfolio - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2022 leaseArrangement loan asset property casino | Apr. 29, 2022 | |
Real Estate | ||
Number of casinos | casino | 23 | |
Number of lease arrangements | 9 | |
Financing receivable, investment in lease, number of casinos | casino | 20 | |
Financing receivable, investment in lease, number of lease arrangements | 5 | |
Number of loans | loan | 11 | |
Number of assets | asset | 2 | |
Number of properties | property | 45 | |
Number of lease agreement | 14 | |
Variable Rent | ||
Real Estate | ||
Variable rent split | 20% | |
Minimum | ||
Real Estate | ||
Initial term | 15 years | |
Lessor, sales-type lease, renewal term | 5 years | |
Annual escalation rate | 1% | |
Maximum | ||
Real Estate | ||
Initial term | 30 years | |
Lessor, sales-type lease, renewal term | 30 years | |
Annual escalation rate | 2% | |
BREIT JV | ||
Real Estate | ||
Equity method investment, ownership percentage | 50.10% | |
BREIT JV | MGP | ||
Real Estate | ||
Equity method investment, ownership percentage | 50.10% | 50.10% |
Real Estate Portfolio - Schedul
Real Estate Portfolio - Schedule Of Real Estate Portfolio (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable | |||
Total investments in leases, net | $ 33,913,095 | $ 15,781,488 | |
Investment in unconsolidated affiliate | 1,460,775 | 0 | |
Land | 153,560 | 153,576 | |
Total real estate portfolio | 36,213,223 | 16,433,066 | |
Estimated residual values of leased property (not guaranteed) | 11,500,000 | 3,800,000 | |
Investments in leases - sales-type, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Investments in leases - sales-type, net | 17,172,325 | 13,136,664 | |
Investments in leases - financing receivables, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Notes receivable | [1] | 16,740,770 | 2,644,824 |
Investments in loans, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Notes receivable | [1] | $ 685,793 | $ 498,002 |
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
Real Estate Portfolio - Sched_2
Real Estate Portfolio - Schedule of Components of Direct Financing and Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Real Estate [Abstract] | |||
Income from sales-type leases - fixed rent | $ 1,436,945 | $ 1,161,655 | $ 1,007,193 |
Income from sales-type leases - contingent rent | 27,300 | 6,317 | 315 |
Income from operating leases | 0 | 0 | 25,464 |
Income from lease financing receivables - fixed rent | 995,383 | 243,008 | 137,344 |
Income from lease financing receivables - contingent rent | 1,673 | 0 | 0 |
Total lease revenue | 2,461,301 | 1,410,980 | 1,170,316 |
Non-cash adjustment | (337,631) | (119,790) | (39,883) |
Total contractual lease revenue | $ 2,123,670 | $ 1,291,190 | $ 1,130,433 |
Real Estate Portfolio - Sched_3
Real Estate Portfolio - Schedule Of Future Minimum Lease Payments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Sales-Type | |
2023 | $ 1,344,189 |
2024 | 1,366,127 |
2025 | 1,389,500 |
2026 | 1,409,190 |
2027 | 1,429,526 |
Thereafter | 56,743,837 |
Total | 63,682,369 |
Financing Receivables | |
2023 | 1,126,837 |
2024 | 1,148,616 |
2025 | 1,169,998 |
2026 | 1,191,924 |
2027 | 1,214,331 |
Thereafter | 87,539,154 |
Total | 93,390,860 |
2023 | 2,471,026 |
2024 | 2,514,743 |
2025 | 2,559,498 |
2026 | 2,601,114 |
2027 | 2,643,857 |
Thereafter | 144,282,991 |
Total | $ 157,073,229 |
Sales-type lease, weighted average lease term | 36 years 3 months 18 days |
Financing receivable, weighted average remaining lease term | 50 years 7 months 6 days |
Sales-type lease and financing receivables, weighted average lease term | 43 years 4 months 24 days |
Real Estate Portfolio - Sched_4
Real Estate Portfolio - Schedule of Lease Agreement (Details) $ in Thousands | 12 Months Ended | |||
Feb. 15, 2023 USD ($) | Dec. 19, 2022 USD ($) | Dec. 31, 2022 USD ($) option | Jan. 09, 2023 | |
Mirage Lease | ||||
Operating Leased Assets [Line Items] | ||||
Lessor, sales-type lease, renewal term | 10 years | |||
Annual rent increase, cap percent | 3% | |||
Subsequent Event | Gold Strike Lease | ||||
Operating Leased Assets [Line Items] | ||||
Lessor, sales-type lease, renewal term | 10 years | |||
Annual rent increase, cap percent | 3% | |||
Subsequent Event | MGM Grand Mandalay Bay JV | ||||
Operating Leased Assets [Line Items] | ||||
Interest acquired | 49.90% | |||
Harrah’s Joliet LandCo LLC | ||||
Operating Leased Assets [Line Items] | ||||
Noncontrolling interest, ownership percentage | 20% | |||
Variable Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 20% | |||
Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Initial term | 15 years | |||
Lessor, sales-type lease, renewal term | 5 years | |||
Minimum | Mirage Lease | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
Minimum | Subsequent Event | Gold Strike Lease | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Initial term | 30 years | |||
Lessor, sales-type lease, renewal term | 30 years | |||
Maximum | Mirage Lease | ||||
Operating Leased Assets [Line Items] | ||||
Contractual annual rent amounts | $ 90,000 | |||
Maximum | Subsequent Event | Gold Strike Lease | ||||
Operating Leased Assets [Line Items] | ||||
Contractual annual rent amounts | $ 40,000 | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | ||||
Operating Leased Assets [Line Items] | ||||
Initial term | 18 years | |||
Number of renewal options | option | 4 | |||
Lessor, sales-type lease, renewal term | 5 years | |||
Current annualized rent | $ 703,678 | |||
Variable rent percentage | 4% | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Harrah’s Joliet LandCo LLC | ||||
Operating Leased Assets [Line Items] | ||||
Current annualized rent | $ 694,600 | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Lease Years 2-5 | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 1.50% | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Lease Years 6 Through 18 | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Lease Years 8-10 | Base Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 70% | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Lease Years 8-10 | Variable Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 30% | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Lease Years 11-15 | Base Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 80% | |||
Caesars Lease Agreements | Caesars Regional Master Lease and Joliet Lease | Lease Years 11-15 | Variable Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 20% | |||
Caesars Lease Agreements | Caesars Las Vegas Master Lease | ||||
Operating Leased Assets [Line Items] | ||||
Initial term | 18 years | |||
Number of renewal options | option | 4 | |||
Lessor, sales-type lease, renewal term | 5 years | |||
Current annualized rent | $ 454,478 | |||
Annual escalation rate | 2% | |||
Variable rent percentage | 4% | |||
Caesars Lease Agreements | Caesars Las Vegas Master Lease | Base Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 80% | |||
Caesars Lease Agreements | Caesars Las Vegas Master Lease | Variable Rent | ||||
Operating Leased Assets [Line Items] | ||||
Variable rent split | 20% | |||
MGM Master Lease Properties | MGM Master Lease | ||||
Operating Leased Assets [Line Items] | ||||
Initial term | 25 years | |||
Number of renewal options | option | 3 | |||
Lessor, sales-type lease, renewal term | 10 years | |||
Current annualized rent | $ 730,000 | |||
MGM Master Lease Properties | MGM Master Lease | Lease Years 2 Through 10 | Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
MGM Master Lease Properties | MGM Master Lease | Lease Years 11 Through 25 | Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
MGM Master Lease Properties | MGM Master Lease | Lease Years 11 Through 25 | Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Annual rent increase, cap percent | 3% | |||
MGM Grand Mandalay Bay Lease Properties | MGM Grand Mandalay Bay Lease | ||||
Operating Leased Assets [Line Items] | ||||
Initial term | 30 years | |||
Number of renewal options | option | 2 | |||
Lessor, sales-type lease, renewal term | 10 years | |||
Current annualized rent | $ 303,800 | |||
MGM Grand Mandalay Bay Lease Properties | MGM Grand Mandalay Bay Lease | Lease Years 2 Through 15 | Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
MGM Grand Mandalay Bay Lease Properties | MGM Grand Mandalay Bay Lease | Lease Years 16 Through 30 | Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Annual escalation rate | 2% | |||
MGM Grand Mandalay Bay Lease Properties | MGM Grand Mandalay Bay Lease | Lease Years 16 Through 30 | Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Annual rent increase, cap percent | 3% |
Real Estate Portfolio - Sched_5
Real Estate Portfolio - Schedule of Capital Expenditure Requirements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
CEOC | |
Real Estate | |
Rolling three-year minimum | $ 380.3 |
Minimum amount to be expended across certain affiliates and other assets | $ 531.9 |
Caesars Regional Master Lease and Joliet Lease | |
Real Estate | |
Yearly minimum expenditure | 1% |
Rolling three-year minimum | $ 286 |
Caesars Las Vegas Master Lease | |
Real Estate | |
Yearly minimum expenditure | 1% |
Rolling three-year minimum | $ 84 |
Venetian Lease | |
Real Estate | |
Yearly minimum expenditure | 2% |
CPLV, Joliet And Non-CPLV Lease Agreement | |
Real Estate | |
Capital expenditures | $ 107.5 |
Percentage of prior year net revenues | 1% |
CPLV, Joliet And Non-CPLV Lease Agreement | CEOC | |
Real Estate | |
Additional capital expenditure requirement | $ 10.3 |
Non-CPLV Lease Agreement | CEOC | |
Real Estate | |
Rolling three-year minimum | 286 |
Las Vegas Master Lease | CEOC | |
Real Estate | |
Rolling three-year minimum | $ 84 |
All Other Leases | |
Real Estate | |
Yearly minimum expenditure | 1% |
MGM Grand Mandalay Bay Lease | |
Real Estate | |
Yearly minimum expenditure | 3.50% |
Percentage of monthly reverse | 1.50% |
Real Estate Portfolio - Summary
Real Estate Portfolio - Summary of Investment in Loans (Details) - Investments in loans, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Principal Balance | $ 692,498 | $ 498,614 | |
Carrying Value | [1] | 685,793 | 498,002 |
Future Funding Commitments | $ 1,098,931 | $ 60,886 | |
Weighted Average Interest Rate | 8.20% | 7.80% | |
Weighted Average Term | 3 years 6 months | 3 years 6 months | |
Senior Loans | |||
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Principal Balance | $ 495,901 | $ 465,000 | |
Carrying Value | 492,895 | 465,034 | |
Future Funding Commitments | $ 584,049 | $ 15,000 | |
Weighted Average Interest Rate | 7.80% | 7.80% | |
Weighted Average Term | 3 years 2 months 12 days | 3 years 6 months | |
Mezzanine Loans | |||
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Principal Balance | $ 196,597 | $ 33,614 | |
Carrying Value | 192,898 | 32,968 | |
Future Funding Commitments | $ 514,882 | $ 45,886 | |
Weighted Average Interest Rate | 9.10% | 8% | |
Weighted Average Term | 4 years 3 months 18 days | 4 years | |
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
Allowance for Credit Losses - N
Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle | ||||
Change in allowance for credit losses | $ 834,494 | $ (19,554) | $ 244,517 | |
Percentage of total allowance | 68.70% | |||
Initial allowance from current period investments | $ 573,624 | 1,725 | $ 90,368 | |
Notes receivable | $ 35,363,397 | $ 16,553,460 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Allowance for credit losses | $ 309,400 | |||
Credit allowance percentage | 2.88% |
Allowance for Credit Losses -_2
Allowance for Credit Losses - Net Investment in Lease, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Amortized Cost | ||||
Sales-type and direct financing, amortized cost | $ 17,742,712 | $ 13,571,516 | ||
Other assets - sales-type sub-leases, amortized cost | 784,259 | 280,510 | ||
Amortized cost, total | 36,687,106 | 17,086,749 | $ 17,014,288 | |
Allowance | ||||
Sales-type and direct financing, allowance for credit losses | (570,387) | (434,852) | ||
Other assets (sales-type sub-leases), allowance for credit losses | (19,750) | (6,540) | ||
Allowance, total | (1,323,709) | (533,289) | ||
Net Investment | ||||
Investments in leases - sales-type, net | [1] | 17,172,325 | 13,136,664 | |
Other assets - sales-type sub-leases | 764,509 | 273,970 | ||
Net investment total | $ 35,363,397 | $ 16,553,460 | ||
Allowance as a % of Amortized Cost | ||||
Sales-type and Direct financing, allowance as a percentage of amortized cost | 3.21% | 3.20% | ||
Other assets - sales-type sub-leases, allowance as a percentage of amortized cost, total | 2.52% | 2.33% | ||
Allowance as a percentage of amortized cost, total | 3.61% | 3.12% | ||
CECL allowance for unfunded commitments | $ 45,110 | $ 1,037 | ||
Investments in leases - financing receivables, net | ||||
Amortized Cost | ||||
Notes receivable, amortized cost | 17,467,477 | 2,735,948 | ||
Allowance | ||||
Financing and loans receivable, allowance for credit losses | (726,707) | (91,124) | ||
Net Investment | ||||
Notes receivable | [1] | $ 16,740,770 | $ 2,644,824 | |
Allowance as a % of Amortized Cost | ||||
Notes receivable allowance as a percentage of amortized cost, total | 4.16% | 3.33% | ||
Investments in loans, net | ||||
Amortized Cost | ||||
Notes receivable, amortized cost | $ 692,658 | $ 498,775 | ||
Allowance | ||||
Financing and loans receivable, allowance for credit losses | (6,865) | (773) | ||
Net Investment | ||||
Notes receivable | [1] | $ 685,793 | $ 498,002 | |
Allowance as a % of Amortized Cost | ||||
Notes receivable allowance as a percentage of amortized cost, total | 0.99% | 0.15% | ||
[1]As of December 31, 2022 and December 31, 2021, our Investments in leases - sales-type, Investments in leases - financing receivables, Investments in loans and Other assets (sales-type sub-leases) are net of $570.4 million, $726.7 million, $6.9 million and $19.8 million, respectively, and $434.9 million, $91.1 million, $0.8 million, and $6.5 million, respectively, of Allowance for credit losses. Refer to Note 5 - Allowance for Credit Losses for further details. |
Allowance for Credit Losses - A
Allowance for Credit Losses - Allowance for Credit Losses Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment in Lease, Allowance for Credit Loss | |||
Beginning balance | $ 534,325 | $ 553,879 | $ 0 |
Initial allowance from current period investments | 573,624 | 1,725 | 90,368 |
Current period change in credit allowance | 260,870 | (21,279) | 154,149 |
Charge-offs | 0 | 0 | 0 |
Recoveries | 0 | 0 | 0 |
Ending balance | 1,368,819 | 534,325 | 553,879 |
Cumulative Effect, Period of Adoption, Adjustment | |||
Net Investment in Lease, Allowance for Credit Loss | |||
Beginning balance | $ 0 | 0 | 309,362 |
Ending balance | $ 0 | $ 0 |
Allowance for Credit Losses - F
Allowance for Credit Losses - Financing Receivable Credit Quality (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | $ 36,687,106 | $ 17,086,749 | $ 17,014,288 |
Ba2 | |||
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | 4,247,315 | 0 | 0 |
Ba3 | |||
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | 28,095,234 | 951,033 | 0 |
B1 | |||
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | 2,594,203 | 14,888,770 | 15,733,402 |
B2 | |||
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | 875,749 | 868,629 | 934,628 |
B3 | |||
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | 581,973 | 279,579 | 281,246 |
N/A | |||
Financing Receivable, Credit Quality Indicator | |||
Investments in leases - sales-type and financing receivable, Investments in loans and Other assets (1) | $ 292,632 | $ 98,739 | $ 65,012 |
Other Assets and Other Liabil_3
Other Assets and Other Liabilities - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Sales-type sub-leases, net | $ 764,509 | $ 273,970 |
Property and equipment used in operations, net | 67,209 | 68,515 |
Right of use assets and sub-lease right of use assets | 45,008 | 16,811 |
Debt financing costs | 18,646 | 24,928 |
Deferred acquisition costs | 12,834 | 24,690 |
Prepaid expenses | 7,348 | 3,660 |
Interest receivable | 6,911 | 2,780 |
Other receivables | 6,474 | 341 |
Tenant receivables | 5,498 | 5,032 |
Forward-starting interest rate swaps | 0 | 884 |
Other | 1,891 | 3,082 |
Total other assets | 936,328 | 424,693 |
Other assets (sales-type sub-leases), allowance for credit losses | $ 19,750 | $ 6,540 |
Other Assets and Other Liabil_4
Other Assets and Other Liabilities - Schedule of Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment | |||
Total property and equipment used in operations | $ 85,020 | $ 83,144 | |
Less: accumulated depreciation | (17,811) | (14,629) | |
Total property and equipment used in operations, net | 67,209 | 68,515 | |
Depreciation expense | 3,182 | 3,091 | $ 3,731 |
Land and land improvements | |||
Property, Plant and Equipment | |||
Total property and equipment used in operations | 60,332 | 59,250 | |
Buildings and improvements | |||
Property, Plant and Equipment | |||
Total property and equipment used in operations | 15,125 | 14,880 | |
Furniture and equipment | |||
Property, Plant and Equipment | |||
Total property and equipment used in operations | $ 9,563 | $ 9,014 |
Other Assets and Other Liabil_5
Other Assets and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Finance sub-lease liabilities | $ 784,259 | $ 280,510 |
Deferred financing liabilities | 73,600 | 73,600 |
Lease liabilities and sub-lease liabilities | 45,039 | 16,811 |
CECL allowance for unfunded commitments | 45,110 | 1,037 |
Deferred income taxes | 4,339 | 3,879 |
Other | 125 | 0 |
Total other liabilities | $ 952,472 | $ 375,837 |
Debt - Schedule Of Outstanding
Debt - Schedule Of Outstanding Indebtedness (Details) $ in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 09, 2023 USD ($) | Jan. 06, 2023 USD ($) | Jan. 06, 2023 CAD ($) | Jan. 03, 2023 USD ($) | Jan. 03, 2023 CAD ($) | Feb. 18, 2022 USD ($) | Mar. 31, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 29, 2022 USD ($) | Feb. 05, 2020 | Nov. 26, 2019 | |
Debt Instrument | |||||||||||||
Weighted average interest rate | 4.496% | 4.105% | |||||||||||
Face Value | $ 13,950,000 | $ 4,750,000 | |||||||||||
Carrying Value | 13,739,675 | 4,694,523 | |||||||||||
Proceeds from Revolving Credit Facility | $ 600,000 | $ 0 | $ 0 | ||||||||||
Subsequent Event | |||||||||||||
Debt Instrument | |||||||||||||
Proceeds from Revolving Credit Facility | $ 103,400 | $ 140 | $ 103,400 | $ 140 | |||||||||
MGM Grand Mandalay Bay Note due 2030 | Subsequent Event | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 3.558% | ||||||||||||
MGM Grand Mandalay Bay Note due 2030 | Subsequent Event | MGM Grand Mandalay Bay JV | |||||||||||||
Debt Instrument | |||||||||||||
Liabilities incurred | $ 1,497,000 | ||||||||||||
MGM Grand Mandalay Bay Note due 2030 | Subsequent Event | MGM Grand Mandalay Bay JV | BREIT JV | |||||||||||||
Debt Instrument | |||||||||||||
Liabilities incurred | $ 3,000,000 | ||||||||||||
Unsecured Debt | |||||||||||||
Debt Instrument | |||||||||||||
Weighted average interest rate | 4.67% | ||||||||||||
Unsecured Debt | Delayed Draw Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Face Value | $ 0 | ||||||||||||
Carrying Value | $ 0 | ||||||||||||
Unsecured Debt | November 2019 Notes Senior Unsecured Notes due 2026 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.25% | 4.25% | 4.25% | ||||||||||
Face Value | $ 1,250,000 | $ 1,250,000 | |||||||||||
Carrying Value | $ 1,238,825 | $ 1,235,972 | |||||||||||
Unsecured Debt | November 2019 Notes Senior Unsecured Notes due 2029 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.625% | 4.625% | 4.625% | ||||||||||
Face Value | $ 1,000,000 | $ 1,000,000 | |||||||||||
Carrying Value | $ 988,931 | $ 987,331 | |||||||||||
Unsecured Debt | February 2020 Notes Senior Unsecured Notes due 2025 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 3.50% | 3.50% | 3.50% | ||||||||||
Face Value | $ 750,000 | $ 750,000 | |||||||||||
Carrying Value | $ 745,020 | $ 742,677 | |||||||||||
Unsecured Debt | February 2020 Notes Senior Unsecured Notes due 2027 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 3.75% | 3.75% | 3.75% | ||||||||||
Face Value | $ 750,000 | $ 750,000 | |||||||||||
Carrying Value | $ 743,086 | $ 741,409 | |||||||||||
Unsecured Debt | February 2020 Notes Senior Unsecured Notes due 2030 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.125% | 4.125% | 4.125% | ||||||||||
Face Value | $ 1,000,000 | $ 1,000,000 | |||||||||||
Carrying Value | $ 988,626 | 987,134 | |||||||||||
Unsecured Debt | 4.375% Senior Unsecured Notes Due 2025 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.375% | 4.375% | |||||||||||
Face Value | $ 500,000 | $ 500,000 | |||||||||||
Carrying Value | $ 496,314 | ||||||||||||
Unsecured Debt | 4.750% Senior Unsecured Notes Due 2028 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.75% | ||||||||||||
Hedge adjusted interest rate | 4.516% | ||||||||||||
Face Value | $ 1,250,000 | $ 1,250,000 | |||||||||||
Carrying Value | $ 1,237,082 | ||||||||||||
Unsecured Debt | 4.950% Senior Unsecured Notes Due 2030 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.95% | 4.95% | |||||||||||
Hedge adjusted interest rate | 4.541% | ||||||||||||
Face Value | $ 1,000,000 | $ 1,000,000 | |||||||||||
Carrying Value | $ 987,618 | ||||||||||||
Unsecured Debt | 5.125% Senior Unsecured Notes Due 2032 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 5.125% | 5.125% | |||||||||||
Hedge adjusted interest rate | 3.98% | ||||||||||||
Face Value | $ 1,500,000 | $ 1,500,000 | |||||||||||
Carrying Value | $ 1,480,799 | ||||||||||||
Unsecured Debt | 5.625% Senior Unsecured Notes Due 2052 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 5.625% | 5.625% | |||||||||||
Face Value | $ 750,000 | $ 750,000 | |||||||||||
Carrying Value | $ 735,360 | ||||||||||||
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2024 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 5.625% | 5.625% | |||||||||||
Face Value | $ 1,024,169 | $ 1,024,200 | |||||||||||
Carrying Value | $ 1,029,226 | ||||||||||||
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2025 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.625% | 4.625% | |||||||||||
Face Value | $ 799,368 | $ 799,400 | |||||||||||
Carrying Value | $ 783,659 | ||||||||||||
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2026 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.50% | 4.50% | |||||||||||
Face Value | $ 480,524 | $ 480,500 | |||||||||||
Carrying Value | $ 463,018 | ||||||||||||
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2027 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 5.75% | 5.75% | |||||||||||
Face Value | $ 729,466 | $ 729,500 | |||||||||||
Carrying Value | $ 738,499 | ||||||||||||
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2028 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.50% | 4.50% | |||||||||||
Face Value | $ 349,325 | $ 349,300 | |||||||||||
Carrying Value | $ 336,545 | ||||||||||||
Unsecured Debt | Exchange Notes Senior Unsecured Notes due 2029 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 3.875% | 3.875% | |||||||||||
Face Value | $ 727,114 | $ 727,100 | |||||||||||
Carrying Value | $ 660,489 | ||||||||||||
Unsecured Debt | MGP OP Notes due 2024 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 5.625% | ||||||||||||
Face Value | $ 25,831 | 25,800 | |||||||||||
Carrying Value | $ 25,901 | ||||||||||||
Unsecured Debt | MGP OP Notes due 2025 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.625% | ||||||||||||
Face Value | $ 632 | 600 | |||||||||||
Carrying Value | $ 615 | ||||||||||||
Unsecured Debt | MGP OP Notes due 2026 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.50% | ||||||||||||
Face Value | $ 19,476 | 19,500 | |||||||||||
Carrying Value | $ 18,542 | ||||||||||||
Unsecured Debt | MGP OP Notes due 2027 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 5.75% | ||||||||||||
Face Value | $ 20,534 | 20,500 | |||||||||||
Carrying Value | $ 20,520 | ||||||||||||
Unsecured Debt | MGP OP Notes due 2028 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 4.50% | ||||||||||||
Face Value | $ 675 | 700 | |||||||||||
Carrying Value | $ 639 | ||||||||||||
Unsecured Debt | MGP OP Notes due 2029 | |||||||||||||
Debt Instrument | |||||||||||||
Interest rate, stated percentage (percent) | 3.875% | ||||||||||||
Face Value | $ 22,886 | $ 22,900 | |||||||||||
Carrying Value | $ 20,361 | ||||||||||||
Unsecured Debt | Secured Overnight Financing Rate (SOFR) | Delayed Draw Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate (percent) | 1.20% | ||||||||||||
Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate adjustment (percent) | 0.10% | ||||||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument | |||||||||||||
Proceeds from Revolving Credit Facility | $ 600,000 | ||||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate (percent) | 0.775% | ||||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate (percent) | 1.325% | ||||||||||||
Revolving Credit Facility | Unsecured Debt | |||||||||||||
Debt Instrument | |||||||||||||
Face Value | $ 0 | ||||||||||||
Carrying Value | $ 0 | ||||||||||||
Revolving Credit Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate (percent) | 1.05% | ||||||||||||
Revolving Credit Facility | Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face Value | $ 600,000 | ||||||||||||
Commitment fee percentage | 0.375% | ||||||||||||
Revolving Credit Facility | Senior Notes | Minimum | |||||||||||||
Debt Instrument | |||||||||||||
Commitment fee percentage | 0.15% | ||||||||||||
Revolving Credit Facility | Senior Notes | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Commitment fee percentage | 0.375% | ||||||||||||
Revolving Credit Facility | Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face Value | 0 | ||||||||||||
Carrying Value | $ 0 | ||||||||||||
Revolving Credit Facility | Senior Notes | LIBOR | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate (percent) | 2% |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Repayment (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2023 | $ 0 |
2024 | 1,050,000 |
2025 | 2,050,000 |
2026 | 1,750,000 |
2027 | 1,500,000 |
Thereafter | 7,600,000 |
Total minimum repayments | $ 13,950,000 |
Debt - Senior Unsecured Debt (D
Debt - Senior Unsecured Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 05, 2020 | Nov. 26, 2019 | |
Debt Instrument | |||||
Face Value | $ 13,950,000 | $ 4,750,000 | |||
MGP | |||||
Debt Instrument | |||||
Cash payment in business acquisition | $ 4,404,000 | ||||
Unsecured Debt | |||||
Debt Instrument | |||||
Redemption price, percentage (equal to) | 100% | ||||
Unsecured Debt | Revolving Credit Facility | |||||
Debt Instrument | |||||
Face Value | $ 0 | ||||
Senior Notes | Revolving Credit Facility | |||||
Debt Instrument | |||||
Face Value | 600,000 | ||||
Exchange Notes Senior Unsecured Notes due 2024 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,024,200 | $ 1,024,169 | |||
Interest rate, stated percentage (percent) | 5.625% | 5.625% | |||
Exchange Notes Senior Unsecured Notes due 2025 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 799,400 | $ 799,368 | |||
Interest rate, stated percentage (percent) | 4.625% | 4.625% | |||
Exchange Notes Senior Unsecured Notes due 2026 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 480,500 | $ 480,524 | |||
Interest rate, stated percentage (percent) | 4.50% | 4.50% | |||
Exchange Notes Senior Unsecured Notes due 2027 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 729,500 | $ 729,466 | |||
Interest rate, stated percentage (percent) | 5.75% | 5.75% | |||
Exchange Notes Senior Unsecured Notes due 2028 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 349,300 | $ 349,325 | |||
Interest rate, stated percentage (percent) | 4.50% | 4.50% | |||
Exchange Notes Senior Unsecured Notes due 2029 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 727,100 | $ 727,114 | |||
Interest rate, stated percentage (percent) | 3.875% | 3.875% | |||
Exchange Notes | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 4,110,000 | ||||
Redemption price, percentage (equal to) | 100% | ||||
MGP OP Notes due 2024 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 25,800 | $ 25,831 | |||
Interest rate, stated percentage (percent) | 5.625% | ||||
MGP OP Notes due 2025 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | 600 | $ 632 | |||
Interest rate, stated percentage (percent) | 4.625% | ||||
MGP OP Notes due 2026 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | 19,500 | $ 19,476 | |||
Interest rate, stated percentage (percent) | 4.50% | ||||
MGP OP Notes due 2027 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | 20,500 | $ 20,534 | |||
Interest rate, stated percentage (percent) | 5.75% | ||||
MGP OP Notes due 2028 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | 700 | $ 675 | |||
Interest rate, stated percentage (percent) | 4.50% | ||||
MGP OP Notes due 2029 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | 22,900 | $ 22,886 | |||
Interest rate, stated percentage (percent) | 3.875% | ||||
MGP OP Notes | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 90,000 | ||||
Redemption price, percentage (equal to) | 100% | ||||
4.375% Senior Unsecured Notes Due 2025 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 500,000 | $ 500,000 | |||
Interest rate, stated percentage (percent) | 4.375% | 4.375% | |||
4.750% Senior Unsecured Notes Due 2028 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,250,000 | $ 1,250,000 | |||
Interest rate, stated percentage (percent) | 4.75% | ||||
4.950% Senior Unsecured Notes Due 2030 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,000,000 | $ 1,000,000 | |||
Interest rate, stated percentage (percent) | 4.95% | 4.95% | |||
5.125% Senior Unsecured Notes Due 2032 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,500,000 | $ 1,500,000 | |||
Interest rate, stated percentage (percent) | 5.125% | 5.125% | |||
5.625% Senior Unsecured Notes Due 2052 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 750,000 | $ 750,000 | |||
Interest rate, stated percentage (percent) | 5.625% | 5.625% | |||
February 2020 Notes Senior Unsecured Notes due 2025 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 750,000 | $ 750,000 | |||
Interest rate, stated percentage (percent) | 3.50% | 3.50% | 3.50% | ||
Redemption price, percentage (equal to) | 100% | ||||
February 2020 Notes Senior Unsecured Notes due 2025 | Unsecured Debt | Debt Instrument, Redemption, Period One | |||||
Debt Instrument | |||||
Face Value | $ 750,000 | ||||
February 2020 Notes Senior Unsecured Notes due 2027 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 750,000 | $ 750,000 | |||
Interest rate, stated percentage (percent) | 3.75% | 3.75% | 3.75% | ||
February 2020 Notes Senior Unsecured Notes due 2027 | Unsecured Debt | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument | |||||
Face Value | $ 750,000 | ||||
February 2020 Notes Senior Unsecured Notes due 2030 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,000,000 | $ 1,000,000 | |||
Interest rate, stated percentage (percent) | 4.125% | 4.125% | 4.125% | ||
February 2020 Notes Senior Unsecured Notes due 2030 | Unsecured Debt | Debt Instrument, Redemption, Period Three | |||||
Debt Instrument | |||||
Face Value | $ 1,000,000 | ||||
February 2020 Notes Senior Unsecured Notes | Unsecured Debt | Debt Instrument, Redemption, Period One | |||||
Debt Instrument | |||||
Percentage of aggregate principal redeemable (percent) | 40% | ||||
November 2019 Notes Senior Unsecured Notes due 2026 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,250,000 | $ 1,250,000 | |||
Interest rate, stated percentage (percent) | 4.25% | 4.25% | 4.25% | ||
Redemption price, percentage (equal to) | 100% | ||||
November 2019 Notes Senior Unsecured Notes due 2026 | Unsecured Debt | Debt Instrument, Redemption, Period One | |||||
Debt Instrument | |||||
Face Value | $ 1,250,000 | ||||
November 2019 Notes Senior Unsecured Notes due 2029 | Unsecured Debt | |||||
Debt Instrument | |||||
Face Value | $ 1,000,000 | $ 1,000,000 | |||
Interest rate, stated percentage (percent) | 4.625% | 4.625% | 4.625% | ||
November 2019 Notes Senior Unsecured Notes due 2029 | Unsecured Debt | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument | |||||
Face Value | $ 1,000,000 | ||||
November 2019 Notes Senior Unsecured Notes | Unsecured Debt | |||||
Debt Instrument | |||||
Percentage of aggregate principal redeemable (percent) | 40% | ||||
Senior Unsecured April 2022 Notes | |||||
Debt Instrument | |||||
Ratio of unencumbered assets to unsecured indebtedness | 1.50 |
Debt - New Unsecured Credit Fac
Debt - New Unsecured Credit Facilities (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||||||||
Jan. 06, 2023 USD ($) | Jan. 06, 2023 CAD ($) | Jan. 03, 2023 USD ($) | Jan. 03, 2023 CAD ($) | Feb. 23, 2022 USD ($) option | Feb. 18, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 15, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||
Proceeds from Revolving Credit Facility | $ 600,000 | $ 0 | $ 0 | |||||||
Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Proceeds from Revolving Credit Facility | $ 103,400 | $ 140 | $ 103,400 | $ 140 | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1% | |||||||||
Federal Reserve Bank Of New York Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.50% | |||||||||
Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 2,500,000 | $ 1,250,000 | ||||||||
Number of extension options | option | 2 | |||||||||
Extension term | 6 months | |||||||||
Extension fee percentage | 0.0625% | |||||||||
Increase in borrowing capacity | $ 1,000,000 | |||||||||
Proceeds from Revolving Credit Facility | $ 600,000 | |||||||||
Revolving Credit Facility | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Facility fee percentage | 0.15% | |||||||||
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.775% | |||||||||
Revolving Credit Facility | Minimum | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0% | |||||||||
Revolving Credit Facility | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Facility fee percentage | 0.375% | |||||||||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1.325% | |||||||||
Revolving Credit Facility | Maximum | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.325% | |||||||||
Delayed Draw Term Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 1,000,000 |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Debt Instrument | |||||
Face Value | $ 13,950,000 | $ 4,750,000 | |||
Loss on extinguishment of debt | $ 0 | 15,622 | $ 39,059 | ||
September 2021 Forward Sales Agreement | Forward Sales Agreement | |||||
Debt Instrument | |||||
Number of shares issued in transaction (in shares) | 65,000,000 | ||||
Revolving Credit Facility | Senior Notes | |||||
Debt Instrument | |||||
Face Value | 0 | ||||
Maximum borrowing capacity | $ 1,000,000 | ||||
Delayed Draw Term Loan | |||||
Debt Instrument | |||||
Face Value | $ 2,200,000 | ||||
Loss on extinguishment of debt | $ 15,600 |
Debt - Second Lien Notes (Detai
Debt - Second Lien Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 06, 2017 | |
Debt Instrument | |||||
Face Value | $ 13,950,000 | $ 4,750,000 | |||
Loss on extinguishment of debt | $ 0 | 15,622 | $ 39,059 | ||
Second Lien Notes | Senior Notes | |||||
Debt Instrument | |||||
Face Value | $ 766,900 | ||||
Interest rate, stated percentage (percent) | 8% | ||||
Redemption price, percentage (equal to) | 100% | ||||
Repayments of debt | $ 537,500 | ||||
Loss on extinguishment of debt | $ 39,100 |
Debt - Bridge Facilities (Detai
Debt - Bridge Facilities (Details) - USD ($) $ in Billions | Aug. 04, 2021 | Mar. 02, 2021 | Jun. 24, 2019 |
MGP Transactions Bridge Facility | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 9.3 | ||
MGP Transactions Bridge Facility | First Lien Secured Bridge Facility | |||
Debt Instrument | |||
Debt instrument, term | 364 days | ||
Venetian Acquisition Bridge Facility | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 4 | ||
Venetian Acquisition Bridge Facility | First Lien Secured Bridge Facility | |||
Debt Instrument | |||
Debt instrument, term | 364 days | ||
Caesars Transaction Bridge Facility | First Lien Secured Bridge Facility | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 3.3 | ||
Debt instrument, term | 364 days | ||
Caesars Transaction Bridge Facility | Second Lien Secured Bridge Facility | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 1.5 | ||
Debt instrument, term | 364 days |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument | |||
Interest expense | $ 539,953 | $ 392,390 | $ 308,605 |
MGP Transactions Bridge Facility | |||
Debt Instrument | |||
Interest expense | 15,338 | 38,762 | 0 |
Venetian Acquisition Bridge Facility | |||
Debt Instrument | |||
Interest expense | 968 | 16,387 | 0 |
Caesars Transaction Bridge Facility | |||
Debt Instrument | |||
Interest expense | $ 0 | $ 0 | $ 3,068 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives (Details) - Forward-Starting Interest Rate Swap | Apr. 30, 2022 USD ($) instrument | Dec. 31, 2021 USD ($) instrument |
Derivative | ||
Number of instruments | instrument | 5 | 1 |
Fixed Rate | 1.3465% | |
Notional amount | $ | $ 2,500,000,000 | $ 500,000,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Sep. 15, 2021 USD ($) | Sep. 14, 2021 shares | Apr. 30, 2022 USD ($) instrument | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) instrument | Dec. 31, 2020 USD ($) | Jan. 31, 2019 USD ($) instrument | |
Derivative | |||||||
Reclassification of derivative gain to Interest expense | $ 16,233,000 | $ (64,239,000) | $ 0 | ||||
September 2021 Forward Sales Agreement | Forward Sales Agreement | |||||||
Derivative | |||||||
Number of shares issued in transaction (in shares) | shares | 65,000,000 | ||||||
Forward-Starting Interest Rate Swap | |||||||
Derivative | |||||||
Number of instruments | instrument | 5 | 1 | |||||
Notional amount | $ 2,500,000,000 | $ 500,000,000 | |||||
Derivative debt | 3,000,000,000 | ||||||
Proceeds from derivative instrument | $ 202,300,000 | ||||||
Fixed Rate | 1.3465% | ||||||
Reclassification of derivative gain to Interest expense | $ 16,233,000 | $ 0 | $ 0 | ||||
Treasury Lock | |||||||
Derivative | |||||||
Number of instruments | instrument | 2 | ||||||
Notional amount | $ 500,000,000 | ||||||
Proceeds from derivative instrument | $ 4,500,000 | ||||||
Interest Rate Swap | |||||||
Derivative | |||||||
Number of instruments | instrument | 6 | ||||||
Notional amount | $ 2,000,000,000 | ||||||
Fixed Rate | 2.8297% | ||||||
Payments for derivative instrument | $ 66,900,000 | ||||||
Accrued interest | 2,700,000 | ||||||
Reclassification of derivative gain to Interest expense | $ 64,200,000 |
Derivatives - Schedule of Der_2
Derivatives - Schedule of Derivatives of Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative | ||||
Unrealized gain (loss) recorded in other comprehensive income | $ 200,550 | $ 29,166 | $ (27,443) | |
Reclassification of derivative (gain) loss to Interest expense | (16,233) | 64,239 | 0 | |
Interest from interest rate swaps recorded in interest expense | 539,953 | 392,390 | 308,605 | |
Termination Fee | ||||
Derivative | ||||
Interest from interest rate swaps recorded in interest expense | 0 | 64,239 | 0 | |
Interest Rate Swap | ||||
Derivative | ||||
Unrealized gain (loss) recorded in other comprehensive income | 0 | 29,166 | (27,443) | |
Reclassification of derivative (gain) loss to Interest expense | $ (64,200) | |||
Interest from interest rate swaps recorded in interest expense | 0 | 29,960 | 42,797 | |
Forward-Starting Interest Rate Swap | ||||
Derivative | ||||
Unrealized gain (loss) recorded in other comprehensive income | 200,550 | 0 | 0 | |
Reclassification of derivative (gain) loss to Interest expense | $ (16,233) | $ 0 | $ 0 |
Fair Value - Recurring Basis (D
Fair Value - Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Financial assets | $ 217,342,000 | $ 0 |
Fair Value, Recurring | Carrying Amount | ||
Financial assets: | ||
Financial assets | 217,342,000 | |
Fair Value, Recurring | Carrying Amount | Interest Rate Swap | ||
Financial assets: | ||
Financial assets | 884,000 | |
Fair Value, Recurring | Level 1 | Fair Value | ||
Financial assets: | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 1 | Fair Value | Interest Rate Swap | ||
Financial assets: | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 2 | Fair Value | ||
Financial assets: | ||
Financial assets | 217,342,000 | |
Fair Value, Recurring | Level 2 | Fair Value | Interest Rate Swap | ||
Financial assets: | ||
Financial assets | 884,000 | |
Fair Value, Recurring | Level 3 | Fair Value | ||
Financial assets: | ||
Financial assets | $ 0 | |
Fair Value, Recurring | Level 3 | Fair Value | Interest Rate Swap | ||
Financial assets: | ||
Financial assets | $ 0 |
Fair Value - Schedule of Estima
Fair Value - Schedule of Estimated Fair Values (Details) $ in Thousands | Dec. 31, 2022 USD ($) loan | Dec. 31, 2021 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Number of loans | loan | 11 | |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Cash and cash equivalents | $ 208,933 | $ 739,614 |
Carrying Amount | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt | 0 | 0 |
Carrying Amount | Delayed Draw Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt | 0 | 0 |
Carrying Amount | Unsecured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt | 13,739,675 | 4,694,523 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Cash and cash equivalents | 208,933 | 739,614 |
Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt | 0 | 0 |
Fair Value | Delayed Draw Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt | 0 | 0 |
Fair Value | Unsecured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt | 13,020,636 | 4,955,000 |
Investments in leases - financing receivables | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Receivables | 16,740,770 | 2,644,824 |
Investments in leases - financing receivables | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Receivables | 17,871,771 | 3,104,337 |
Investments in loans, net | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Receivables | 685,793 | 498,002 |
Investments in loans, net | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Receivables | $ 675,456 | $ 498,614 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Gain upon lease modification | $ 0 | $ 0 | $ 333,352 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Narrative (Details) - option | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Finance lease, weighted average remaining lease term (in years) | 54 years 8 months 12 days | |
Operating Sub-Lease | ||
Loss Contingencies | ||
Weighted average remaining lease term (in years) | 6 years 10 months 24 days | |
Minimum | ||
Loss Contingencies | ||
Operating lease, discount rate (in percent) | 5.30% | |
Lessee, finance lease, discount rate (in percent) | 6% | |
Minimum | Operating Sub-Lease | ||
Loss Contingencies | ||
Operating lease, discount rate (in percent) | 2.60% | |
Maximum | ||
Loss Contingencies | ||
Operating lease, discount rate (in percent) | 5.50% | |
Lessee, finance lease, discount rate (in percent) | 8% | |
Maximum | Operating Sub-Lease | ||
Loss Contingencies | ||
Operating lease, discount rate (in percent) | 2.90% | |
Cascata Golf Course | ||
Loss Contingencies | ||
Number of extension options | 3 | |
Renewal terms (in years) | 10 years | |
Corporate Headquarters | ||
Loss Contingencies | ||
Number of extension options | 1 | |
Renewal terms (in years) | 5 years | |
Cascata Golf Course And Various Office In New Orleans And New York | ||
Loss Contingencies | ||
Weighted average remaining lease term (in years) | 13 years 7 months 6 days |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases, Operating | |||
Rent expense | $ 2,006 | $ 2,009 | $ 2,008 |
Contractual rent | 1,901 | 1,881 | 1,600 |
Right of use assets and sub-lease right of use assets | 45,008 | $ 16,811 | |
Lease liability | $ 16,086 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other assets | Other assets | |
Operating Lease, Liability, Statement of Financial Position | Other liabilities | Other liabilities | |
Leases, Finance | |||
Sales-type sub-leases, net | $ 764,509 | $ 273,970 | |
Finance sub-lease liability | 784,259 | 280,510 | |
Rental expense | 47,819 | 22,484 | 11,632 |
Rental income | 47,819 | 22,484 | 11,632 |
Contractual rent | 52,191 | 26,350 | 17,983 |
Operating Sub-Lease | |||
Leases, Operating | |||
Rent expense | 5,707 | 0 | 0 |
Sublease income | 5,707 | 0 | 0 |
Contractual rent | 5,338 | 0 | $ 0 |
Right of use assets and sub-lease right of use assets | 28,953 | 0 | |
Lease liability | $ 28,953 | $ 0 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease | ||
2023 | $ 1,937 | |
2024 | 1,847 | |
2025 | 1,908 | |
2026 | 1,959 | |
2027 | 1,979 | |
Thereafter | 15,138 | |
Total minimum lease commitments | 24,768 | |
Discounting factor | 8,682 | |
Lease liability | 16,086 | |
Finance Lease | ||
2023 | 58,769 | |
2024 | 59,039 | |
2025 | 59,174 | |
2026 | 59,174 | |
2027 | 59,174 | |
Thereafter | 2,555,535 | |
Total minimum lease commitments | 2,850,866 | |
Discounting factor | 2,066,607 | |
Finance sub-lease liability | 784,259 | $ 280,510 |
Operating Sub-Lease | ||
Operating Lease | ||
2023 | 6,584 | |
2024 | 6,553 | |
2025 | 5,129 | |
2026 | 3,934 | |
2027 | 4,010 | |
Thereafter | 5,128 | |
Total minimum lease commitments | 31,338 | |
Discounting factor | 2,385 | |
Lease liability | $ 28,953 | $ 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 14, 2021 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee | |||||
Common and preferred shares authorized (in shares) | 1,400,000,000 | ||||
Common stock, shares authorized (in shares) | 1,350,000,000 | 1,350,000,000 | |||
Common 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, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Aggregate Value | $ 9,790,328 | $ 2,384,815 | $ 1,539,533 | ||
Public Stock Offering and Forward Sales Agreement | |||||
Subsidiary or Equity Method Investee | |||||
Number of shares issued in transaction (in shares) | 167,875,000 | ||||
Public Stock Offering | |||||
Subsidiary or Equity Method Investee | |||||
Number of shares issued in transaction (in shares) | 65,000,000 | ||||
Sale of stock, consideration received on transaction | $ 1,859,000 | ||||
Over-Allotment Option | |||||
Subsidiary or Equity Method Investee | |||||
Number of shares issued in transaction (in shares) | 15,000,000 | ||||
ATM Stock Offering Program | |||||
Subsidiary or Equity Method Investee | |||||
Number of shares issued in transaction (in shares) | 21,617,592 | ||||
Forward contract indexed to issuer's equity (in shares) | 21,617,592 | ||||
Share price (in dollars per share) | $ 33.12 | ||||
Aggregate Value | $ 715,880 | ||||
Stock allowed to be issued during period, value | $ 1,000,000 | ||||
September 2021 Forward Sales Agreement | Public Stock Offering and Forward Sales Agreement | |||||
Subsidiary or Equity Method Investee | |||||
Number of shares issued in transaction (in shares) | 115,000,000 | 50,000,000 | |||
Forward contract indexed to issuer's equity (in shares) | 50,000,000 | ||||
Share price (in dollars per share) | $ 29.50 | ||||
Aggregate Value | $ 1,475,000 | ||||
September 2021 Forward Sales Agreement | Public Stock Offering | |||||
Subsidiary or Equity Method Investee | |||||
Aggregate Value | $ 3,400,000 | ||||
September 2021 Forward Sales Agreement | Forward Sales Agreement | |||||
Subsidiary or Equity Method Investee | |||||
Number of shares issued in transaction (in shares) | 65,000,000 | ||||
Forward contract indexed to issuer's equity (in shares) | 50,000,000 | ||||
Share price (in dollars per share) | $ 29.50 |
Stockholders' Equity - Forward
Stockholders' Equity - Forward Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 22 Months Ended | ||||||
Jan. 18, 2023 | Nov. 08, 2022 | Sep. 14, 2021 | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 18, 2023 | |
Class of Stock [Line Items] | ||||||||
Aggregate Offering Value | $ 9,790,328 | $ 2,384,815 | $ 1,539,533 | |||||
Total Net Proceeds | $ 3,219,101 | $ 2,385,779 | $ 1,539,748 | |||||
Public Stock Offering and Forward Sales Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Number of Shares Settled (in shares) | 167,875,000 | |||||||
Forward Share Price Upon Settlement (in dollars per share) | $ 26.12 | |||||||
Total Net Proceeds | $ 4,384,700 | |||||||
Public Stock Offering and Forward Sales Agreement | Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Shared Offered (in shares) | 168,277,500 | |||||||
Public Offering Price (in shares) | $ 30.08 | $ 30.08 | ||||||
Aggregate Offering Value | $ 5,056,000 | |||||||
Initial Forward Sale Price Per Share (in dollars per share) | $ 29.19 | $ 29.19 | ||||||
Initial Net Value | $ 4,910,000 | $ 4,910,000 | ||||||
Public Stock Offering and Forward Sales Agreement | January 2023 Forward Sales Agreement | Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Shared Offered (in shares) | 30,302,500 | |||||||
Public Offering Price (in shares) | $ 33 | $ 33 | ||||||
Aggregate Offering Value | $ 1,000,000 | |||||||
Initial Forward Sale Price Per Share (in dollars per share) | $ 31.85 | $ 31.85 | ||||||
Initial Net Value | $ 964,400 | $ 964,400 | ||||||
Underwriter's Option (in shares) | 3,952,500 | |||||||
Public Stock Offering and Forward Sales Agreement | November 2022 Forward Sales Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shared Offered (in shares) | 18,975,000 | |||||||
Public Offering Price (in shares) | $ 30.90 | |||||||
Aggregate Offering Value | $ 580,000 | |||||||
Initial Forward Sale Price Per Share (in dollars per share) | $ 30.57 | |||||||
Initial Net Value | $ 579,600 | |||||||
Underwriter's Option (in shares) | 2,475,000 | |||||||
Number of Shares Settled (in shares) | 18,975,000 | |||||||
Forward Share Price Upon Settlement (in dollars per share) | $ 30.34 | |||||||
Total Net Proceeds | $ 575,600 | |||||||
Public Stock Offering and Forward Sales Agreement | September 2021 Forward Sales Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shared Offered (in shares) | 50,000,000 | |||||||
Public Offering Price (in shares) | $ 29.50 | |||||||
Aggregate Offering Value | $ 1,475,000 | |||||||
Initial Forward Sale Price Per Share (in dollars per share) | $ 28.62 | |||||||
Initial Net Value | $ 1,431,000 | |||||||
Number of Shares Settled (in shares) | 115,000,000 | 50,000,000 | ||||||
Forward Share Price Upon Settlement (in dollars per share) | $ 27.81 | |||||||
Total Net Proceeds | $ 1,390,600 | |||||||
Public Stock Offering and Forward Sales Agreement | March 2021 Forward Sale Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shared Offered (in shares) | 69,000,000 | |||||||
Public Offering Price (in shares) | $ 29 | |||||||
Aggregate Offering Value | $ 2,001,000 | |||||||
Initial Forward Sale Price Per Share (in dollars per share) | $ 28.06 | |||||||
Initial Net Value | $ 1,935,000 | |||||||
Underwriter's Option (in shares) | 9,000,000 | |||||||
Number of Shares Settled (in shares) | 69,000,000 | |||||||
Forward Share Price Upon Settlement (in dollars per share) | $ 26.50 | |||||||
Total Net Proceeds | $ 1,828,600 | |||||||
Public Stock Offering and Forward Sales Agreement | June 2020 Forward Sale Agreement 1 | ||||||||
Class of Stock [Line Items] | ||||||||
Number of Shares Settled (in shares) | 3,000,000 | |||||||
Forward Share Price Upon Settlement (in dollars per share) | $ 21.04 | |||||||
Total Net Proceeds | $ 63,000 | |||||||
Public Stock Offering and Forward Sales Agreement | June 2020 Forward Sale Agreement 2 | ||||||||
Class of Stock [Line Items] | ||||||||
Number of Shares Settled (in shares) | 26,900,000 | |||||||
Forward Share Price Upon Settlement (in dollars per share) | $ 19.59 | |||||||
Total Net Proceeds | $ 526,900 |
Stockholders' Equity - ATM Prog
Stockholders' Equity - ATM Program Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Aggregate Value | $ 9,790,328 | $ 2,384,815 | $ 1,539,533 |
Total Net Proceeds | $ 3,219,101 | $ 2,385,779 | $ 1,539,748 |
ATM Stock Offering Program | |||
Class of Stock [Line Items] | |||
Number of Shares (in shares) | 21,617,592 | ||
Weighted Average Share Price (in dollars per share) | $ 33.12 | ||
Aggregate Value | $ 715,880 | ||
Forward Sales Price (in dollars per share) | $ 32.53 | ||
Aggregate Net Value | $ 703,100 | ||
Number of Shares Settled (in shares) | 21,617,592 | ||
Forward Share Price Upon Settlement (in dollars per share) | $ 32.22 | ||
Total Net Proceeds | $ 696,643 | ||
ATM Stock Offering Program | December 2022 ATM Forward Sale Agreement | |||
Class of Stock [Line Items] | |||
Number of Shares (in shares) | 6,317,805 | ||
Weighted Average Share Price (in dollars per share) | $ 33.62 | ||
Aggregate Value | $ 212,400 | ||
Forward Sales Price (in dollars per share) | $ 32.96 | ||
Aggregate Net Value | $ 208,300 | ||
Number of Shares Settled (in shares) | 6,317,805 | ||
Forward Share Price Upon Settlement (in dollars per share) | $ 32.99 | ||
Total Net Proceeds | $ 208,402 | ||
ATM Stock Offering Program | August 2022 ATM Forward Sale Agreement | |||
Class of Stock [Line Items] | |||
Number of Shares (in shares) | 3,918,807 | ||
Weighted Average Share Price (in dollars per share) | $ 34.73 | ||
Aggregate Value | $ 136,080 | ||
Forward Sales Price (in dollars per share) | $ 34.40 | ||
Aggregate Net Value | $ 134,800 | ||
Number of Shares Settled (in shares) | 3,918,807 | ||
Forward Share Price Upon Settlement (in dollars per share) | $ 33.96 | ||
Total Net Proceeds | $ 133,073 | ||
ATM Stock Offering Program | June 2022 ATM Forward Sale Agreement | |||
Class of Stock [Line Items] | |||
Number of Shares (in shares) | 11,380,980 | ||
Weighted Average Share Price (in dollars per share) | $ 32.28 | ||
Aggregate Value | $ 367,400 | ||
Forward Sales Price (in dollars per share) | $ 31.64 | ||
Aggregate Net Value | $ 360,000 | ||
Number of Shares Settled (in shares) | 11,380,980 | ||
Forward Share Price Upon Settlement (in dollars per share) | $ 31.20 | ||
Total Net Proceeds | $ 355,168 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance (in shares) | 628,942,092 | 536,669,722 | 461,004,742 |
Issuance of common stock in connection with the Merger (in shares) | 214,552,532 | 0 | 0 |
Ending balance (in shares) | 963,096,563 | 628,942,092 | 536,669,722 |
Stock Incentive Plan | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 601,939 | 372,370 | 164,980 |
Follow-On Offerings | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 0 | 65,000,000 | 0 |
Forward Sales Agreement | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 119,000,000 | 26,900,000 | 68,000,000 |
ATM Stock Offering Program | |||
Increase (Decrease) in Stockholders' Equity | |||
Stock issued during period (in shares) | 0 | 0 | 7,500,000 |
ATM Stock Offering Program | Plan | |||
Increase (Decrease) in Stockholders' Equity | |||
Shares received from issuance of common stock (in shares) | 40,592,592 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Declared (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||||||||||
Dividends declared (in dollars per share) | $ 0.3900 | $ 0.3900 | $ 0.3600 | $ 0.3600 | $ 0.3600 | $ 0.3600 | $ 0.3300 | $ 0.3300 | $ 1.500 | $ 1.380 | $ 1.255 |
Earnings Per Share and Earnin_3
Earnings Per Share and Earning Per Unit - Schedule Of Weighted Average Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Weighted-average units outstanding (in shares) | 877,508,388 | 564,467,362 | 506,140,642 |
Assumed conversion of restricted stock (in shares) | 955,000 | 924,000 | 412,000 |
Assumed settlement of forward sale agreements (in shares) | 1,213,000 | 11,675,000 | 4,356,000 |
Diluted weighted-average units outstanding (in shares) | 879,675,845 | 577,066,292 | 510,908,755 |
VICI Properties LP | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Weighted-average units outstanding (in shares) | 885,785,509 | 564,467,362 | 506,140,642 |
Assumed conversion of restricted stock (in shares) | 955,000 | 924,000 | 412,000 |
Assumed settlement of forward sale agreements (in shares) | 1,213,000 | 11,675,000 | 4,356,000 |
Diluted weighted-average units outstanding (in shares) | 887,952,966 | 577,066,292 | 510,908,755 |
Earnings Per Share and Earnin_4
Earnings Per Share and Earning Per Unit - Schedule Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic: | |||
Net income attributable to common stockholders | $ 1,117,635 | $ 1,013,851 | $ 891,674 |
Weighted-average shares of common stock outstanding (in shares) | 877,508,388 | 564,467,362 | 506,140,642 |
Basic EPS (in dollars per share) | $ 1.27 | $ 1.80 | $ 1.76 |
Diluted: | |||
Net income attributable to common stockholders | $ 1,117,635 | $ 1,013,851 | $ 891,674 |
Diluted weighted-average shares of common stock outstanding (in shares) | 879,675,845 | 577,066,292 | 510,908,755 |
Diluted EPS (in dollars per share) | $ 1.27 | $ 1.76 | $ 1.75 |
VICI Properties LP | |||
Basic: | |||
Net income attributable to common stockholders | $ 1,118,471 | $ 1,008,534 | $ 889,608 |
Weighted-average shares of common stock outstanding (in shares) | 885,785,509 | 564,467,362 | 506,140,642 |
Basic EPS (in dollars per share) | $ 1.26 | $ 1.79 | $ 1.76 |
Diluted: | |||
Net income attributable to common stockholders | $ 1,118,471 | $ 1,008,534 | $ 889,608 |
Diluted weighted-average shares of common stock outstanding (in shares) | 887,952,966 | 577,066,292 | 510,908,755 |
Diluted EPS (in dollars per share) | $ 1.26 | $ 1.75 | $ 1.74 |
Earnings Per Share and Earnings
Earnings Per Share and Earnings Per Unit - Narrative (Details) | Dec. 31, 2022 |
Earnings Per Share [Abstract] | |
Ownership percentage | 100% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) tradingDay shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) d shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Unrecognized compensation costs | $ | $ 17.8 | $ 17.8 | $ 17.8 | $ 17.8 | $ 17.8 | ||
Weighted-average period (in years) | 1 year 10 months 24 days | ||||||
Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Shares authorized (in shares) | 12,750,000 | 12,750,000 | 12,750,000 | 12,750,000 | 12,750,000 | ||
Remaining shares authorized (in shares) | 10,890,794 | ||||||
Time-Based Restricted Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Granted (in shares) | 384,000 | 172,000 | 179,000 | ||||
Period of volume of weighted average price | 10 | 10 | |||||
Trading days | tradingDay | 10 | ||||||
Performance-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Granted (in shares) | 489,207 | 318,312 | 239,437 | ||||
Granted (in shares) | 336,000 | 188,000 | 239,000 | ||||
Performance period (years) | 3 years | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period (in years) | 0 years | ||||||
Minimum | Time-Based Restricted Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period (in years) | 1 year | ||||||
Minimum | Performance-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Risk-free interest rate (in percent) | 0.20% | ||||||
Expected volatility rate (in percent) | 13.80% | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period (in years) | 3 years | ||||||
Maximum | Time-Based Restricted Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period (in years) | 3 years | ||||||
Maximum | Performance-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Risk-free interest rate (in percent) | 2.40% | ||||||
Expected volatility rate (in percent) | 35% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock-based compensation expense | $ 12,986 | $ 9,371 | $ 7,388 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule Of Restricted Stock (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Incentive and Time-Based Restricted Stock | |||
Stock | |||
Beginning balance (in shares) | 300,031 | 324,865 | 310,470 |
Granted (in shares) | 389,715 | 176,023 | 183,744 |
Vested (in shares) | (167,465) | (177,120) | (144,694) |
Forfeited (in shares) | (14,942) | (23,737) | (24,655) |
Canceled (in shares) | 0 | 0 | 0 |
Ending balance (in shares) | 507,339 | 300,031 | 324,865 |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 24.72 | $ 23.34 | $ 21.58 |
Granted (in dollars per share) | 28.84 | 18.79 | 23.56 |
Vested (in dollars per share) | 25.91 | 19.19 | 20.21 |
Forfeited (in dollars per share) | 25.46 | 19.58 | 21.21 |
Canceled (in dollars per share) | 0 | 0 | 0 |
Ending balance (in dollars per share) | $ 27.47 | $ 24.72 | $ 23.34 |
Performance-Based Restricted Stock Units | |||
Stock | |||
Beginning balance (in shares) | 588,134 | 530,440 | 291,003 |
Granted (in shares) | 489,207 | 318,312 | 239,437 |
Vested (in shares) | (227,166) | (220,084) | 0 |
Forfeited (in shares) | (80,586) | (40,534) | 0 |
Canceled (in shares) | 0 | 0 | 0 |
Ending balance (in shares) | 769,589 | 588,134 | 530,440 |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 19.32 | $ 20.35 | $ 20.71 |
Granted (in dollars per share) | 27.03 | 16.85 | 19.90 |
Vested (in dollars per share) | 22.68 | 18.39 | 0 |
Forfeited (in dollars per share) | 22.68 | 18.39 | 0 |
Canceled (in dollars per share) | 0 | 0 | 0 |
Ending balance (in dollars per share) | $ 22.88 | $ 19.32 | $ 20.35 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 USD ($) property $ / shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Sep. 30, 2021 $ / shares | Jun. 30, 2021 $ / shares | Mar. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) property $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Income Tax Contingency | |||||||||||
Undistributed net taxable income subject to income corporate tax rate | 100% | ||||||||||
Number of golf courses | 45 | 45 | |||||||||
Expected federal tax at the statutory tax rate (percent) | 21% | 21% | 21% | ||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.3900 | $ 0.3900 | $ 0.3600 | $ 0.3600 | $ 0.3600 | $ 0.3600 | $ 0.3300 | $ 0.3300 | $ 1.500 | $ 1.380 | $ 1.255 |
NOL carryforwards | $ | $ 151.6 | $ 151.6 | |||||||||
Golf Courses | |||||||||||
Income Tax Contingency | |||||||||||
Number of golf courses | 4 | 4 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 1,758 | $ 1,066 | $ 381 |
State | 658 | 1,475 | 299 |
Income tax expense (benefit), current | 2,416 | 2,541 | 680 |
Deferred | |||
Federal | 469 | 358 | 148 |
State | (9) | (12) | 3 |
Income tax expense (benefit), deferred | 460 | 346 | 151 |
Total | |||
Federal | 2,227 | 1,424 | 529 |
State | 649 | 1,463 | 302 |
Income tax expense | $ 2,876 | $ 2,887 | $ 831 |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Lease liability | $ 2,310 | $ 2,375 |
Accruals, reserves and other | 221 | 32 |
Total deferred tax assets | 2,531 | 2,407 |
Deferred tax liabilities: | ||
Land, buildings and equipment, net | (4,560) | (3,911) |
Right of use asset | (2,310) | (2,375) |
Total deferred tax liabilities | (6,870) | (6,286) |
Net deferred tax liability | $ (4,339) | $ (3,879) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense at statutory rate | $ 239,220 | $ 215,469 | $ 188,378 |
Federal income tax expense at statutory rate, percent | 21% | 21% | 21% |
REIT income not subject to federal income tax | $ (237,069) | $ (214,037) | $ (187,839) |
REIT income not subject to federal income tax, percent | (20.80%) | (20.90%) | (20.90%) |
Pre-tax gain attributable to taxable subsidiaries | $ 2,151 | $ 1,432 | $ 539 |
Pre-tax gain attributable to taxable subsidiaries, percent | 0.20% | 0.10% | 0.10% |
State income taxes, net of federal benefits | $ 648 | $ 1,444 | $ 296 |
State income taxes, net of federal benefits, percent | 0.10% | 0.10% | 0% |
Non-deductible expenses and other | $ 77 | $ 11 | $ (4) |
Non-deductible expenses and other, percent | 0% | 0% | 0% |
Income tax expense | $ 2,876 | $ 2,887 | $ 831 |
Income tax expense (benefit), percent | 0.30% | 0.20% | 0.10% |
Income Taxes - Federal Income T
Income Taxes - Federal Income Tax Note (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Ordinary dividends (in dollars per share) | $ 1.5787 | $ 0.7108 | $ 1.2225 |
Section 199A dividends (in dollars per share) | 1.5787 | 0.7108 | 1.2225 |
Non-dividend distribution (in dollars per share) | $ 0 | $ 0.6392 | $ 0 |
Uncategorized Items - vici-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |
VICI Properties LP [Member] | ||
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |