VICI Properties (VICI) risk factors, FY2024 10-K

Risks Related to Our Business and Operations

1. 01We are dependent on the gaming industry and may be susceptible to risks associated with it, including heightened competition, regulatory developments, changes in consumer behavior and discretionary spending, and the overall macroeconomic environment and outlook
2. 02Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified
3. 03Our pursuit of acquisitions of, and investments in, experiential assets and other strategic opportunities are in a highly competitive industry and may be unsuccessful or fail to meet our expectations, and we may not identify all potential costs and liabilities in connection with such acquisitions or investments
4. 04We and our tenants face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption, which may delay or prohibit a change in control
5. 05Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of transactions, which could result in periods in which we are unable to receive rent related to, or otherwise realize the benefits of, such transactions
6. 06We are subject to additional risks due to our international investments and acquisitions, including properties that we own, or may acquire in the future, outside the United States
7. 07Our long-term, triple-net leases include rent escalations over specified periods that will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements, and such lease agreements may not result in fair market lease rates over time
8. 08Our ability to sell, dispose of and use our properties may be limited by the contractual terms of our lease agreements, tax protection agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership
9. 09We are exposed to risks related to certain of our properties that are subject to ground and use lease arrangements
10. 10We may elect not to, or not be able to, purchase properties pursuant to our rights under certain agreements, including put-call, call right, right of first refusal, right of first offer and similar agreements, including if we are unable to obtain financing on attractive terms, or at all
11. 11The bankruptcy or insolvency of any tenant, borrower or guarantor could result in the termination of the lease agreements, the related guarantees or loan agreements and certain lease agreements being re-characterized as disguised financing transactions
12. 12Our business is subject to risks associated with the potential sale or divestiture of properties or assets in the event we elect to pursue such sale or divestiture after an evaluation of our portfolio of businesses, including loss of revenue and lower-than-expected proceeds
13. 13Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change
14. 14and our ability to re-lease such properties in the future, all of which may materially adversely affect our business, financial condition, results of operations and prospects
15. 15We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses
16. 16Terrorist attacks or other acts of violence may affect our properties or our tenants’ businesses and operations at such properties
17. 17The loss of the services of key personnel could have a material adverse effect on our business
18. 18We face risks associated with cybersecurity incidents and other significant disruptions of our information technology (IT) networks and related systems or those IT networks and systems of third parties
19. 19Properties within our portfolio are, and properties that we may acquire in the future are likely to be, operated and promoted under certain trademarks and brand names that we do not own
20. 20The market price and trading volume of shares of our common stock may be volatile

Risks Related to Our Indebtedness and Financing

1. 21Heightened interest rates have, and may continue to, increase our overall interest expense
2. 22Disruption in the equity and debt capital markets may adversely affect our ability to access external funding for our growth and ongoing debt service requirements
3. 23Adverse changes in our credit ratings may affect our borrowing terms and capacity
4. 24A breach or default of covenants in our debt agreements could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects
5. 25We have engaged and may engage in hedging or other derivative transactions that may limit gains or result in losses
6. 26Future incurrences of debt, which would be senior to our shares of common stock upon liquidation, and/or issuance of preferred equity securities, which may be senior to our shares of common stock for purposes of distributions or upon liquidation, could adversely affect the market price of our common stock

Risks Related to our Status as a REIT

1. 27We may incur adverse tax consequences if we have failed or fail to qualify as a REIT for U.S. federal income tax purposes
2. 28Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive opportunities and limit our expansion opportunities, or otherwise adversely affect our ability to execute our business plan
3. 29If VICI OP fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse tax consequences
4. 30Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow
5. 31Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities
6. 32The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we make assurances of our ability to make distributions in the future. We may use borrowed funds to make distributions
7. 33In the event that we recognize a significant gain from cash settlement of a forward sale agreement, the U.S. federal income tax treatment of the cash that we receive in such instance is unclear and could impact our ability to meet the REIT qualification requirements
8. 34Changes to the U.S. federal income tax laws or global tax laws could have a material and adverse effect on us or our stockholders

Risks Related to Our Organizational Structure

1. 35VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders
2. 36Certain provisions in our charter and bylaws, as well as certain provisions of Maryland law, may delay, defer or prevent an acquisition of our common stock or a change in control
3. 37REIT. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void