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Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
The following tables detail our debt obligations as of December 31, 2024 and 2023:
($ In thousands)December 31, 2024
Description of DebtMaturityInterest RatePrincipal Amount
Carrying Value (1)
2022 Revolving Credit Facility (2)
USD Borrowings (3)
March 31, 2026
SOFR + 0.85%
$— $— 
CAD Borrowings (3)
March 31, 2026
CORRA + 0.85%
130,698 130,698 
GBP Borrowings (3)
March 31, 2026
SONIA + 0.85%
18,148 18,148 
MGM Grand/Mandalay Bay CMBS DebtMarch 5, 20323.558%3,000,000 2,800,544 
2025 Maturities
4.375% Notes
May 15, 20254.375%500,000 499,419 
4.625% Notes
June 15, 20254.625%800,000 797,059 
2026 Maturities
4.500% Notes
September 1, 20264.500%500,000 491,532 
4.250% Notes
December 1, 20264.250%1,250,000 1,244,469 
2027 Maturities
5.750% Notes
February 1, 20275.750%750,000 754,588 
3.750% Notes
February 15, 20273.750%750,000 746,438 
2028 Maturities
4.500% Notes
January 15, 20284.500%350,000 342,214 
4.750% Notes
February 15, 2028
4.516% (4)
1,250,000 1,242,110 
2029 Maturities
3.875% Notes
February 15, 20293.875%750,000 702,707 
4.625% Notes
December 1, 20294.625%1,000,000 992,132 
2030 Maturities
4.950% Notes
February 15, 2030
4.541% (4)
1,000,000 991,080 
4.125% Notes
August 15, 20304.125%1,000,000 991,609 
2031 Maturities
5.125% Notes
November 15, 2031
4.969% (4)
750,000 740,527 
2032 Maturities
5.125% Notes
May 15, 2032
3.980% (4)
1,500,000 1,484,876 
2034 Maturities
5.750% Notes
April 1, 2034
5.689% (4)
550,000 540,986 
2052 Maturities
5.625% Notes
May 15, 20525.625%750,000 736,348 
2054 Maturities
6.125% Notes
April 1, 20546.125%500,000 485,405 
Total Debt
4.413% (5)
$17,098,846 $16,732,889 
($ In thousands)December 31, 2023
Description of DebtMaturityInterest RatePrincipal Amount
Carrying Value (1)
2022 Revolving Credit Facility (2)
USD Borrowings (3)
March 31, 2026
SOFR + 1.05%
$— $— 
CAD Borrowings (3)
March 31, 2026
CDOR + 1.05%
162,346 162,346 
GBP Borrowings (3)
March 31, 2026
SONIA + 1.05%
11,458 11,458 
MGM Grand/Mandalay Bay CMBS DebtMarch 5, 20323.56%3,000,000 2,773,758 
2024 Maturities
5.625% Notes
May 1, 20245.625%1,050,000 1,051,280 
2025 Maturities
3.500% Notes
February 15, 20253.500%750,000 747,364 
4.375% Notes
May 15, 20254.375%500,000 497,864 
4.625% Notes
June 15, 20254.625%800,000 790,641 
2026 Maturities
4.500% Notes
September 1, 20264.500%500,000 486,520 
4.250% Notes
December 1, 20264.250%1,250,000 1,241,678 
2027 Maturities
5.750% Notes
February 1, 20275.750%750,000 756,800 
3.750% Notes
February 15, 20273.750%750,000 744,762 
2028 Maturities
4.500% Notes
January 15, 20284.500%350,000 339,689 
4.750% Notes
February 15, 2028
4.516% (4)
1,250,000 1,239,594 
2029 Maturities
3.875% Notes
February 15, 20293.875%750,000 691,692 
4.625% Notes
December 1, 20294.625%1,000,000 990,531 
2030 Maturities
4.950% Notes
February 15, 2030
4.541% (4)
1,000,000 989,347 
4.125% Notes
August 15, 20304.125%1,000,000 $990,111 
2032 Maturities
5.125% Notes
May 15, 2032
3.980% (4)
1,500,000 1,482,836 
2052 Maturities
5.625% Notes
May 15, 20525.625%750,000 735,854 
Total Debt
4.351% (5)
$17,123,804 $16,724,125 
____________________
(1)Carrying value is net of unamortized original issue discount and unamortized debt issuance costs incurred in conjunction with debt.
(2)Subsequent to year end, on February 3, 2025, we terminated the 2022 Revolving Credit Facility and the 2022 Credit Agreement, and entered into the Credit Agreement providing for the Revolving Credit Facility, as described below.
(3)Borrowings under the 2022 Revolving Credit Facility bear interest at a rate based on a credit rating-based pricing grid with a range of 0.775% to 1.325% margin plus SOFR (or Canadian Overnight Repo Rate Average (“CORRA”) or Sterling Overnight Index Average (“SONIA”), as applicable), depending on our credit ratings and total leverage ratio with an additional 0.10% adjustment for SOFR term loans and 0.29547% for CORRA daily simple loans, as applicable. Additionally, the commitment fees under the 2022 Revolving Credit Facility were calculated on a credit rating-based pricing grid with a range of 0.15% to 0.375%, depending on our credit ratings and total leverage ratio. For the year ended December 31, 2024, the weighted average commitment fees for the 2022 Revolving Credit Facility was 0.240%.
(4)Interest rates represent the contractual interest rates adjusted to account for the impact of the forward-starting interest rate swaps and treasury locks (as further described in Note 8 - Derivatives). The contractual interest rates on the April 2022 Notes (as defined below) and maturing 2028, 2030 and 2032 are 4.750%, 4.950% and 5.125%, respectively, the contractual interest rate on the March 2024 Notes (as defined below) maturing 2034 is 5.750% and the contractual interest rates on the December 2024 Notes (as defined below) maturing 2031 is 5.125%.
(5)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, 2024, which excludes the impact of the forward-starting interest rate swaps and treasury locks, was 4.56%.
The following table is a schedule of future minimum payments of our debt obligations as of December 31, 2024:
(In thousands)Future Minimum Payments
2025$1,300,000 
2026 (1)
1,898,846 
20271,500,000 
20281,600,000 
20291,750,000 
Thereafter9,050,000 
Total minimum repayments$17,098,846 
____________________
(1)Subsequent to year end, on February 3, 2025, we terminated the 2022 Revolving Credit Facility and the 2022 Credit Agreement, and entered into the Credit Agreement providing for the Revolving Credit Facility scheduled to mature on February 3, 2029, as described below.
Senior Unsecured Notes
Our outstanding senior unsecured notes consist of (i) $2.25 billion aggregate principal amount of Senior Notes issued on November 26, 2019 (the “November 2019 Notes”), (ii) $1.75 billion aggregate principal amount of Senior Notes issued on February 5, 2020 (the “February 2020 Notes”), (iii) $5.0 billion aggregate principal amount of Senior Notes issued on April 29, 2022 (the “April 2022 Notes”), (iv) approximately $3.1 billion aggregate principal amount of Senior Notes issued on April 29, 2022, in each case issued by VICI LP and VICI Note Co. Inc. (the “Exchange Notes”), (v) approximately $64.2 million aggregate principal amount of Senior Notes, which were originally issued by MGM Growth Properties Operating Partnership LP and a co-issuer (the “MGP OP Notes”) and remain outstanding following the issuance of the Exchange Notes pursuant to the exchange offer and consent solicitation for the then-outstanding MGP OP Notes, which settled in connection with the completion of our acquisition of MGP on April 29, 2022, (vi) $1.05 billion aggregate principal amount of Senior Notes issued on March 18, 2024 (the “March 2024 Notes”) and (vii) $750.0 million aggregate principal of Senior Notes issued on December 19, 2024, (the “December 2024 Notes”). The outstanding November 2019 Notes, February 2020 Notes, April 2022 Notes, Exchange Notes, MGP OP Notes, March 2024 Notes and December 2024 Notes are collectively referred to as the “Senior Unsecured Notes”.
The March 2024 Notes are comprised of (a) $550.0 million aggregate principal amount of 5.750% Senior Notes due 2034, which mature on April 1, 2034, and (b) $500.0 million aggregate principal amount of 6.125% Senior Notes due 2054, which mature on April 1, 2054. We used the net proceeds of the March 2024 Notes to redeem our then-outstanding (i) $1,024.2 million in aggregate principal amount of the 5.625% Senior Notes due 2024, and (ii) $25.8 million in aggregate principal amount of the 5.625% MGP OP Notes due 2024. The December 2024 Notes are comprised of $750.0 million aggregate principal amount of 5.125% Senior Notes due November 15, 2031. We used the net proceeds of the December 2024 Notes to redeem our then-outstanding $750.0 million in aggregate principal amount of 3.500% Senior Notes due 2025.
Subject to the terms and conditions of the respective indentures, each series of Senior Unsecured Notes is redeemable at our option, in whole or in part, at any time for a specified period prior to the maturity date of such series at the redemption prices set forth in the respective indenture governing such series. In addition, we may redeem some or all of such notes prior to such respective dates at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.
Guarantee and Financial Covenants
None of the Senior Unsecured Notes are guaranteed by any subsidiaries of VICI LP. The Exchange Notes, the MGP OP Notes, the April 2022 Notes, the March 2024 Notes and the December 2024 Notes benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI OP (the “Limited Equity Pledge”). The Limited Equity Pledge has also been granted in favor of (i) the administrative agent and the lenders under the Credit Agreement (as defined below), and (ii) the trustee under the indentures governing, and the holders of, the November 2019 Notes and the February 2020 Notes.
Pursuant to the terms of the respective indentures, in the event that the November 2019 Notes, February 2020 Notes and Exchange Notes (i) are rated investment grade by at least two of S&P, Moody’s and Fitch and (ii) no default or event of default has occurred and is continuing under the respective indentures, VICI LP and its restricted subsidiaries will no longer be subject to certain of the restrictive covenants under such indentures. On April 18, 2022, the November 2019 Notes, February 2020 Notes and Exchange Notes were rated investment grade by each of S&P and Fitch and VICI LP notified the trustee of such Suspension Date (as defined in the indentures). Accordingly, VICI LP and its restricted subsidiaries are no longer subject to
certain of the restrictive covenants under such indentures, but are subject to a maintenance covenant requiring VICI LP and its restricted subsidiaries to maintain a certain total unencumbered assets to unsecured debt ratio. In the event that the November 2019 Notes, February 2020 Notes and Exchange Notes are no longer rated investment grade by at least two of S&P, Moody’s and Fitch, then VICI LP and its restricted subsidiaries will again be subject to all of the covenants of the respective indentures, as applicable, but will no longer be subject to the maintenance covenant.
The indenture governing the April 2022 Notes, March 2024 Notes and December 2024 Notes contains certain covenants that limit the ability of VICI LP and its subsidiaries to incur secured and unsecured indebtedness and limit VICI LP’s ability to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, VICI LP is required to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.
Unsecured Credit Facilities
On February 3, 2025, we entered into a credit agreement by and among VICI LP, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent, as amended from time to time (the “Credit Agreement”), providing for a revolving credit facility in the amount of $2.5 billion scheduled to mature on February 3, 2029 (the “Revolving Credit Facility”). Concurrently with entry into the Credit Agreement and Revolving Credit Facility, we terminated the credit agreement dated February 8, 2022 by and among VICI LP, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time (the “2022 Credit Agreement”) and the existing revolving credit facility in the amount of $2.5 billion scheduled to mature on March 31, 2026 (the “2022 Revolving Credit Facility”).
The Revolving Credit Facility includes two six-month maturity extension options (or one twelve-month extension option), the exercise of which in each case is subject to customary conditions and the payment of an extension fee of (i) 0.0625% on the extended commitments, in the case of each six-month extension of the Revolving Credit Facility, and (ii) 0.125% on the extended commitments, in the case of a twelve-month extension of the Revolving Credit Facility. 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.
Borrowings under the Revolving Credit Facility will bear interest, at VICI LP’s option, for U.S. Dollar borrowings at either (i) a rate based on SOFR plus a margin ranging from 0.70% to 1.40%, or (ii) a base rate plus a margin ranging from 0.00% to 0.40%, in each case, with the actual margin determined according to VICI LP’s debt ratings and total leverage ratio. The base rate is the highest of (i) the prime rate of interest last quoted by the Wall Street Journal in the U.S. then in effect, (ii) the NYFRB rate from time to time plus 0.5% and (iii) the SOFR rate for a one-month interest period plus 1.0%, subject to a floor of 1.0%. In addition to U.S. Dollar borrowings, borrowings under the Revolving Credit Facility are also available in certain specific foreign currencies, bearing interest based on rates customary for such foreign currencies and subject to the same applicable margins for U.S. Dollar borrowings. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.10% to 0.30% (depending on VICI LP’s debt ratings and total leverage ratio) of total commitments. The Revolving Credit Facility may be voluntarily prepaid in full or in part at any time, subject to customary breakage costs, if applicable.
The Credit Agreement contains customary representations and warranties and affirmative, negative and financial covenants. Such covenants include restrictions on mergers, affiliate transactions, and asset sales as well as certain financial maintenance covenants. The Credit Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of VICI LP under the Credit Agreement to be immediately due and payable. The Credit Agreement is consistent with certain tax-related requirements related to security for the Company’s debt.
As of December 31, 2024, we had C$188.0 million and £14.5 million outstanding on the 2022 Revolving Credit Facility in connection with our Canadian and United Kingdom foreign currency transactions, respectively. In connection with the termination of the 2022 Revolving Credit Facility, such outstanding balances were repaid and reborrowed under the Revolving Credit Facility.
MGM Grand/Mandalay Bay CMBS Debt
On January 9, 2023, as a result of our acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV, we consolidated the assets and liabilities of the MGM Grand/Mandalay Bay JV, which includes the $3.0 billion in principal amount of outstanding CMBS debt (the “MGM Grand/ Mandalay Bay CMBS Debt”). The MGM Grand/Mandalay Bay CMBS Debt was originally incurred on February 14, 2020 pursuant to a loan agreement (as amended from time to time, the “MGM Grand/
Mandalay Bay CMBS Loan Agreement”), and is secured primarily by mortgages on certain affiliates of the MGM Grand/Mandalay Bay JV’s fee interest in the real estate assets related to the MGM Grand Las Vegas and the Mandalay Bay Resort and Casino. The MGM Grand/Mandalay Bay CMBS Debt matures in March 2032 and bears interest at 3.558% per annum until March 2030 at which time the rate can change in accordance with the terms of the MGM Grand Mandalay Bay CMBS Loan Agreement until maturity. The MGM Grand/Mandalay Bay CMBS Loan Agreement contains certain customary affirmative and negative covenants and events of default, including, among other things, restrictions on the ability of the MGM Grand/Mandalay Bay JV and certain of its affiliates to incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring certain affiliates of the MGM Grand/Mandalay Bay JV to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings.
Bridge Facilities
In connection with our acquisitions, from time to time, we enter into agreements with certain lenders pursuant to which they provide financing commitments, typically consisting of a 364-day first lien secured bridge facility, for the purpose of providing all or a portion of financing necessary in connection with the closing of such transactions. We used such bridge facility agreements in connection with our acquisition of MGM Growth Properties LLC and our acquisition of the Venetian Resort. 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. We recognized $16.3 million in Interest expense in relation to such fees during the year ended December 31, 2022.
Financial Covenants
As described above, our debt obligations are subject to certain customary financial and protective covenants that restrict VICI LP, VICI PropCo and its subsidiaries’ ability to incur additional debt, sell certain assets and restrict certain payments, among other things. These covenants are subject to a number of exceptions and qualifications, including the ability to make restricted payments to maintain our REIT status. At December 31, 2024, we are in compliance with all financial covenants under our debt obligations.