VICI Properties Inc. Completes Acquisition of Octavius Tower at Caesars Palace Las Vegas

VICI Properties Inc. (NYSE:VICI) (together with its affiliates, “VICI
Properties” or the “Company”), an experiential real estate investment
trust (“REIT”), today announced it has completed the acquisition for the
previously announced transaction with Caesars Entertainment Corporation
(NASDAQ:CZR) (“Caesars Entertainment” or “Caesars”) to acquire, and
lease back, all of the land and real estate assets associated with the
Octavius Tower at Caesars Palace for $507.5 million. The Company funded
the purchase of Octavius Tower using available cash. Caesars has
operated, and will continue to operate, Octavius Tower pursuant to the
terms of an existing ground lease until such time as the Caesars Palace
Las Vegas lease is amended to incorporate the Octavius Tower ground
lease, which will happen concurrently with the closing of Harrah’s
Philadelphia (as discussed herein). The annual rent payment to the
Company for the Octavius Tower will be $35 million.

The acquisition of Octavius Tower represents the consummation of a
portion of the transactions contemplated and detailed in the previously
announced Letter of Intent (“LOI”) entered into on May 8, 2018 by and
between the Company and Caesars. On July 11, 2018, VICI Properties and
Caesars entered into a definitive agreement with respect to the other
transactions contemplated by the LOI, including the acquisition of all
of the land and real estate assets associated with Harrah’s Philadelphia
for $241.5 million, which will be reduced by $159 million to reflect the
aggregate net present value of the contemplated modifications to certain
of the Company’s leases with Caesars, resulting in cash consideration of
$82.5 million. The acquisition of Harrah’s Philadelphia and the entry
into the contemplated modifications to the lease agreements are expected
to close during the fourth quarter of 2018.

About VICI Properties

VICI Properties is an experiential real estate investment trust that
owns one of the largest portfolios of market-leading gaming, hospitality
and entertainment destinations, including the world-renowned Caesars
Palace. VICI Properties’ national, geographically diverse portfolio
consists of 20 gaming facilities comprising over 37 million square feet
and features approximately 15,000 hotel rooms and more than 150
restaurants, bars and nightclubs. Its properties are leased to leading
brands such as Caesars, Horseshoe, Harrah’s and Bally’s, which
prioritize customer loyalty and value through great service, superior
products and constant innovation. VICI Properties also owns four
championship golf courses and 34 acres of undeveloped land adjacent to
the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s
highest quality and most productive experiential real estate portfolio.
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Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the federal securities laws. You can identify these
statements by our use of the words “assumes,” “believes,” “estimates,”
“expects,” “guidance,” “intends,” “plans,” “projects,” and similar
expressions that do not relate to historical matters. All statements
other than statements of historical fact are forward-looking statements.
You should exercise caution in interpreting and relying on
forward-looking statements because they involve known and unknown risks,
uncertainties, and other factors which are, in some cases, beyond the
Company’s control and could materially affect actual results,
performance, or achievements. Among those risks, uncertainties and other
factors are risks that the acquisition of the Harrah’s Philadelphia
property may not be consummated on the terms or timeframe described
herein, or at all; the ability of the parties to satisfy the conditions
set forth in the definitive transaction documents, including the ability
to receive, or delays in obtaining, regulatory approvals and the
consents required to consummate the acquisition of the Harrah’s
Philadelphia property (including required lender and holder consents);
the risk that Caesars may exercise its call right to reacquire the
Octavius Tower property in the event that the Harrah’s Philadelphia
purchase agreement is terminated; the terms on which the Company
finances the acquisition of the Harrah’s Philadelphia property,
including the source of funds used to finance such transaction;
disruptions to the real property and operations of the acquisition of
the Harrah’s Philadelphia property during the pendency of the closing;
risks that the Company may not achieve the benefits contemplated by the
acquisitions of the real estate assets (including any expected accretion
or the amount of any future rent payments); and risks that not all
potential risks and liabilities have been identified in the Company’s
due diligence. Although the Company believes that in making such
forward-looking statements its expectations are based upon reasonable
assumptions, such statements may be influenced by factors that could
cause actual outcomes and results to be materially different from those
projected. The Company cannot assure you that the assumptions upon which
these statements are based will prove to have been correct. Additional
important factors that may affect the Company’s business, results of
operations and financial position are described from time to time in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2017, Quarterly Reports on Form 10-Q and the Company’s other filings
with the Securities and Exchange Commission. The Company does not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events, or
otherwise, except as may be required by applicable law.

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