Q3 2025 VICI Properties Inc Earnings Call

Speaker #1: Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI PROPERTIES, third quarter, 2025 earnings conference call. At this time, all participants are in listen-only mode.

Speaker #1: Please note this conference call is being recorded today, October 31st, 2025. I will now turn the call over to Samantha Gallagher, General Counsel with VICI PROPERTIES.

Speaker #2: Thank you, Operator, and good morning. Everyone should have access to the company's third quarter 2025 earnings release and supplemental information. The release and supplemental information can be found in the investors' section of the VICI PROPERTIES website at www.viciproperties.com.

Speaker #2: Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements, which are usually identified by the use of words such as "will," "believe," "expect," "should," "guidance," "intends," "outlook," "projects," or other similar phrases, are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect.

Speaker #2: Therefore, you should exercise caution in interpreting and relying on them. We refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition.

Speaker #2: During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP.

Speaker #2: A reconciliation of these measures to the most directly comparable GAAP measure is available on our website, in our third quarter 2025 earnings release, our supplemental information, and our filings with the SEC.

Speaker #2: For additional information with respect to non-GAAP measures of certain tenants and/or counterparties discussed on this call, please refer to the respective company's public filings with the SEC.

Speaker #2: Hosting the call today: we have Ed Pitoniak, Chief Executive Officer, John Payne, President and Chief Operating Officer, David Kieske, Chief Financial Officer, Gabe Wasserman, Chief Accounting Officer, and Moira McCluskey, Senior Vice President of Capital Markets.

Speaker #2: Ed and team will provide some opening remarks, and then we will open the call to questions. With that, I'll turn the call over to Ed.

Speaker #3: Thank you, Samantha, and good morning, everyone. I want to start by talking about something we probably won't get asked about much during the upcoming Q&A, and that's our Q3 earnings growth.

Speaker #3: For Q3 2025, we grew our AFFO per share earnings by 5.3% versus Q3 2024. I want to emphasize our Q3 2025 earnings growth rate because I want to emphasize the earnings growth that our model is capable of producing even in periods of continuing uncertainty.

Speaker #3: With our Q3 2025 results, the VICI team continues to demonstrate its resourcefulness and resilience in growing relationships that enhance our revenues and profits without—in the case of 2025—significantly growing our capital base.

Speaker #3: You will hear more in a moment from John Payne about what the VICI team is doing to continue to grow our portfolio and our income. You will also hear from David on our financial results, balance sheet, and updated 2025 earnings guidance.

With portfolio construction based in part on Rising Returns on digital Capital. He then continues quote included our several disruptive themes such as the replacement and augmentation of humans the flow on impact to social political and geopolitical Arenas. And the corresponding need for balm, both metaphysical and reel.

Unquote.

Okay, did you get all that?

These days, it's hard—at least for me—to determine if Victor's view is on the outer or inner spectrum of potential outcomes. A lot of what he says rings true to me, and in any case, I believe that in this period, real estate investors should be developing and executing return and risk management strategies that account for the possibility that Victor will be proven right. That we are in a prolonged period of significant change, and that those changes could impact people's desire and need for what Victor calls 'balm'—both metaphysical and real. And just in case I'm not pronouncing it as clearly as I should, he is saying b, a, l, m 'balm' and not 'bomb bomb.'

And I take bomb to mean, what people do to seek connection entertainment. Play-based excitement, both psychological and physical, wellness, and healing.

These are the experiments experiential Dimensions. The various dimensions of bomb. We at Fiji have been are and will continue to be examining evaluating and potentially investing in through our Insight driven approach. Depending of course, on our determination that these experiences have the investment attributes. We rely on

we are mindful very mindful that in a time like this, it's more important than ever to identify as best we can, the risks of oversupply obsolescence and the other factors that can lead to real estate Capital destruction and through that identification process, determine what we will and will not invest in

As Ed laid out, we Face a market environment, the 5z explanation, but aichi we have already faced multiple unprecedented events in our 8-year history and through discipline. Capital allocation. We have been able to strike the balance between investment quality and growth subsequent to quarter end. We announced that we'll be adding our 14th tenant clairvest in connection with MGM Resorts agreement to sell the operations of MGM Northfield Park upon closing of the transaction. Vichi will enter into a new triple net lease with an affiliate of clarest, as well as an amendment to The Master Lease between vichi and MGM Resorts. The Northfield Park lease will have an initial annual base rent of 53 million or 4054 million. If the transaction closes on or after May 1st 2026 and rent under the MGM master.

The lease will decrease by the same amount. Simply put, this transaction will not change the total amount of rent collected by VICI.

Claire Best is a top-performing private equity firm out of Toronto, recognized as a leader in the gaming sector. Claire Best is a sought-after partner with gaming experience across regional casinos, racetracks, suppliers, technology providers, and online gaming globally. Having made 17 investments in 37 gaming assets over the last two decades.

Vichi looks forward to further diversifying. Our tenant roster with a well-respected counterpart in the sector.

Casino gaming remains a top focus for VICI. We continue to believe in the durability of the sector, despite recent noise around Las Vegas.

John Deere at CBRE, put it well in his research note earlier this week, Las Vegas has experienced the Confluence of idiosyncratic, headwinds

The slowdown in visitation this summer, influenced by decreased Canadian travel and reduced capacity from Spirit Airlines, is definitely something to monitor. But Las Vegas has endured cycles before, and operators are expecting trends to improve through Q4 and into 2026.

Headlines emphasize short-term Trends. But at vichi, We Take the Long View, we are still big Believers in Las Vegas as 1 of the world's best destinations with operators who are willing and able to adapt their business to meet consumer. Demand with that said, some operators have experienced recent strength in Las Vegas, the Venetian 1 of our tenants, for example, continues to perform remarkably, well with record Hotel revenues and gaming volumes. This summer, additionally, according to Venetian management 2026 is on track to be a great year for the venetians group business convention Cycles in and out of cities each year. But Las Vegas continues to draw solid group demand that supports the segment as other conferences rotate locations. For example, con Expo con a America's large largest construction trade show that

Draws nearly 140,000 attendees takes place. Every 3 years is set to happen in Las Vegas, in March of 2026. We believe the convention business in Las Vegas, is an underappreciated mitigant to the cyclical nature of leisure oriented business in 2024. Convention. Visitors spent 1681 dollars per trip that is 33% higher than the average Leisure visitor.

And the strength of Las Vegas as a convention city has continued to gain momentum post-pandemic. VICI owns nearly 6 million square feet of convention and conference space for trade shows on the Las Vegas Strip, and representatives from several blue-chip, large-cap companies like Amazon, Google, and Microsoft attend conferences in Las Vegas every year. VICI continues to build on the strength and resiliency of Las Vegas.

Over the last eight years, V has been delivered with its portfolio construction, and we believe we've made the company better. Each time, we grew bigger; our multi-dimensional investment evaluation bolsters the quality of our decisions as real estate owners, and we conduct rigorous analysis with each opportunity.

He has earned his credibility as far as maintaining a disciplined capital allocation strategy that facilitates quality growth. We do not aim to grow for growth's sake. We do not seek to compromise creditworthiness to reach for return. We instead engage in selective, sustainable capital allocation that can provide long-term growth and withstand potential near-term macro shocks. We are long-term stewards of capital, and we aim to make decisions that support sustained and sustainable growth that delivers value to our shareholders.

Will turn the call over the David, who will discuss our financial results and guidance, David. Hey, John just touching on our financial results. Afo per share was 60, cents for the quarter. An increase of 5.3% compared to 57 cents for the quarter. Ended September 30th, 2024 these results. Once again, highlight our highly efficient, triple net model. Given the increase in adjusted ibida as a proportion of the corresponding increase in Revenue, our Mar our margins, run in the I 90% range when eliminating non-cash items. Our DNA was 16.3 Million for the quarter and as a percentage of total revenues was only 1.6% which continues to be 1 of the lowest ratios and not only the triple net sector but across all REITs.

On September 4th. We declared a dividend of 45 cents per share, representing a 4% increase from the prior dividend amount and our eighth consecutive annual dividend increase since beaches Inception. We are very proud to deliver this consistent increase to our owners.

Touching on liquidity in the balance sheet, during the quarter we settled a total of 12.1 million shares under our forward sale agreements and received approximately $376 million in net proceeds, with a portion of these proceeds being used to repay $175 million of the outstanding balance on our credit facility. Our total debt is $17.1 billion and our net debt to annualized third quarter adjusted EBITDA is approximately 5 times, at the low end of our target leverage range of 5 to 5.5 times. We have a weighted average interest rate of 4.47%, as adjusted to account for our hedge activity, and a weighted average of 6.2 years to maturity.

Turning to guidance, we are updating our AFO guidance for 2025 on a per-share basis. AFO for the year ending December 31st, 2025, is now expected to be between $2.51 billion and $2.52 billion, or between $2.36 and $2.37 per diluted common share, compared to our prior AFO per share guidance of $2.35 to $2.37 per share. The raise represents an increase of the lower end by a penny.

Based on the midpoint of our updated 2025 guidance. Vichi now expects to deliver year-over-year afo per share growth of 4.6% as a reminder. Our guidance does not include the impact on operating results from any transactions that have not closed interest income from any loans that do not yet have final draw structures. Possible. Future Acquisitions or dispositions Capital, markets activity, or other non-recurring transactions or items.

With that operator, please open the line for questions.

Cool. If you'd like to ask a question on today's call, please press star followed by 1 on your telephone keypad. Now, to join the queue, participants are asked to limit themselves to 1 question and 1 follow-up per person so we can reach as many voices as possible.

Star 4.1 to ask a question today.

Our first question comes from Anthony Pallone from JP Morgan. Anthony, please go ahead. Your line is open.

Uh, great thanks. Good morning. Um, John I think you mentioned you're at uh, 1410 tenants now and so V is kind of unique compared to net lease peers and now you got a pretty narrow set um and you talk to them all the time. So

can you talk about maybe like how often lease amendments come up and and if they do how you approach those conversations,

Out of as well. Uh, we have obviously helped tenants, get out of assets that they, uh, for strategic reasons wanted to get out of, uh, Northfield Park being the most recent example. Um, but I'll turn it over to John because you can further elaborate on on the approach. We take with our partners and the degree to, which we are always focused on making sure that any challenges that exist for them or for us, get dealt with and uh, and we can all move on.

Yeah, just a little bit to add to what Ed talked about. I mean, we are very, uh, fortunate or blessed to, to now have 14, uh, tenants that allows us to get into greater detail of strategic growth or if there tends to be a problem in the business, we can discuss about how we can be beneficial that, which is very different than many other reach that, you know, Tony that have a 100 or 500, or a thousand tenants that I'm not that smart to be able to help a thousand different tenants to understand, uh, how we can, how we can be beneficial to them. So, we are very fortunate to have a few and we can we can get into greater detail discussion with them about about how to grow again and or how to handle a certain situation.

Um, thanks. I mean, if if I get asked more directly like on on Caesars given their the comments from them around the regional assets, like how might you approach a situation like that, or would you use similar framework to what you've used in the past or just any context there?

Yeah, I think, I think the

The Frameworks we've used in the past. Tony would be the same Frameworks. We would apply here.

Um, you know, we would, we would look across the portfolio on our own and with them determine where do they want to be, where they want to continue to be? Where do we want to continue to be? Uh, what are the various levers that we can work on our side on their side to make sure that we end up with an outcome? That is a genuine win-win for both parties. Um you know, we've obviously got time to deal with this but we also don't want to let this continue to be a distraction. Um we've got a business to grow, they have a business to run and we uh you know, we we we will work in the way, we have worked in the past from our very Beginnings to make sure that we find the solutions that work for everybody as quickly as we can. And I again I just want to reiterate our experience in our 8 years of getting after it when a situation needs to be dealt with

Great. Thank you.

Thank you, Tony.

The next question comes from Greg mcginness from Scotia Bank Greg. Please go ahead. Your line is open.

Hey, good morning. Uh, John. I was hoping you could talk about some of the more, uh, non-gaming conversations you're having these days, you know, in your, uh, your feelings on potential likelihood of getting deals done. And I'm especially interested. If you could touch on um uh Collegiate or university level, um, athletic facilities.

Uh, good morning everyone. *smiling around the room* Because I, uh, I spend quite a bit of time, uh, in with experiential operators, and I've been spending quite a bit of time, uh, as you mentioned, in university sports. I'll touch on that one because it's, it's very interesting and, uh,

What I would describe University sports today is going through radical change. And I say that in in when we talked to athletic directors, or CFOs or chancellors, and they tend to nod their head saying I

Yeah, yeah, John, it's good to know that we are going through radical change, but we, we've been talking a lot with them about, uh, Sports infrastructure. There's a lot of different investment companies. Getting involved in, professional and youth in Collegiate sports. But vichi is a little bit different in our pitch, to them, about how we can accelerate, um, uh, their growth, uh, in in infrastructure and building.

Whether it's Arenas, stadiums, practice, facilities, uh, ice drinks, um, all of those things. So it's been a it's a it's been a really good educational process for the universities and for Vichy as well about how our Capital uh can work in that environment on the other side. Uh, as I in my remarks gaming is still uh, top of the pyramid for us. We're spending a lot of time uh, with our current tenants and new tenants, and then there's other experiential operators in mixed use in attractions, uh, certain Resort properties as well, that that our team has been out.

Great. Thanks. And I and I think maybe just touching on, uh, the gaming side a bit. Is there any potential Catalyst or some event that needs to occur? Um, to make some inroads into the downtown or local, uh, Vegas Market?

Yeah. Uh, this is the market. We would love to be in as you're seeing the results come out uh, every year. Um, I think I saw a stat the other day that the Nevada locals Market or the Las Vegas locals Market is now the second biggest Market in the United States, uh, which is a market that we sure would like, like to be in. Um, and and we love the regulations and the support from the state of Nevada, uh, and making investments into bricks and mortars. So, um, this is an area that we continue to to look at. They're obviously some great operators in that space, uh, Red Rock Resorts, golden, there's some individual, uh, owners that own, uh, real estate there that we would love to be partners with over time.

Okay, thank you.

Thank you, Greg.

The next question comes from Barry Jones from Trevor Security's, Barry, please go ahead. Your line is open.

Hey guys. Um, a competitor, just noted their expectations. For more broadly, marketed competitive bidding type gaming m&a processes. Is that your expectation as well and if yes you see VT participating, thanks.

Very good to talk to you. Um,

Well, we see, we see a lot in gaming. And if, if there's things out in the market, I think there's a good chance that we're we're also getting a look. Um, and to answer your question, do we expect to participate at like it depends on a lot of factors gaming. M&a is complicated in in in even though it's a single asset. Its kind of Simply m&a. Given is you know, 3 parties. There's a seller. There's a

Broad code and an opto buyer and they're complex, long-term leases that, take a lot of diligence and a lot of work to get things done. So,

We would hope to continue to be active and continue to grow, as John just talked about. There are always things we're looking at in pursuing.

And Barry. I this is Ed. I'll just add that uh you know a week like this for gaming operators. There are the occasional public gaming operators, who go, how much more of this do I want to put up with? Um, and and so I think there are a number of factors in play that that could could I want to emphasize could not necessarily, you know, lead to do heightened activity.

Got it, got it and then just for a follow-up you know coverage on Northfield Park in the clear vest transaction looked pretty good. Uh, can you talk maybe how that compared to what 4 wall was in the MGM lease? I guess what I'm trying to get at is, how do you think about the difference in value for a new lease with a smaller tenant versus the preach transaction with with a much larger lease and tenant? Thanks,

Yeah. It's it's a very good question. Barry and I would generally say that you know for a single asset with a single tenant. Yes, I think to your implicit point you generally are going to look uh, for higher coverage than you might have had within a Master Lease with a much bigger tenant. I think that that's pretty much the simple logic of it.

Makes sense. Thank you so much.

Thank you very much.

The next question comes from Rose from City. Your line is now open. Please go ahead.

Hi, thanks. Um, I guess it says on that with um uh Clare vest. And you know, as you mentioned they have a history of um, some gaming Assets in the US. Um, and in Canada are do you would you expect to do more deals with them? Do you think that they're actively looking to, um, expand their, their footprint in the US? Or is this more of a 1-off opportunity for them?

Hey, good morning speeds. Um, you know, I I hope so. I mean, we really enjoyed getting to know them, uh, in this process. Um, they're very creative, they've hired, uh, a lot of very seasoned operators, to work with them, uh, in the properties that they've owned, not only now, but but but in the past so, um, we're excited to have them as, as 1 of our tenants and we hope to continue to grow that portfolio with them over the the coming years for sure.

Particularly across, um, you have certain kinds of venues.

Yeah. Hey

it's Gabe here. I I can answer that. Yeah, everyone is current on all their obligations under their loans and we continue to have active asset management and and monitor all of our investments and work with our partners to understand that they're meeting their milestones and their business lines.

Thank you.

Thanks me.

The next question comes from Henderson. Just from Mizzou. Hey, your line is open. Please go ahead.

Hey, thank you. Uh, good morning. Uh, my question, I guess is it's on the MGM decision to withdraw from the New York City, License bidding process. It seems to surprise a lot of people including us, was it a surprise to you? And what do you see as the implications for your yakers asset? And then I guess as part of that uh given their decisions to withdraw MDM, is that free you up to perhaps partner with some of the other bids. Thank you.

Yeah, I handle good to talk to you. Um, well, you know, certainly didn't take us by surprise because we would obviously been in conversation with them for a while. And um, you know, what MGM did was look at the situation and the ever evolving situation in the New York landscape and make what we agree is a very Sound Capital, allocation decision or Capital non-allocation decision. Um, based on again, the the changing circumstances I think 1

Of the key factors uh, handle that that really became clear in the last few months is that without a manhattan-based casino. It was not clear that the remaining bidders would be able to create a casino experience. It would become a truly National and international destination.

And thus if it was going to mainly be a competitive Marketplace of 3 Regional gaming assets, competing geographically, very close to each other for the same Regional Marketplace. It wasn't necessarily clear that the resulting economics of that very competitive marketplace with support the kind of capital required to enter the market, uh, with the, the tax regimes that are likely to be in place.

Um, and so again, I think MGM took care and put a lot of thought into this. They obviously consulted very closely with us in making that decision in terms of the aftermath of the decision and what it means for us within this marketplace. Yes, we have been in dialogue with various contestants in this process over the last couple of years and certainly could be of service to them with capital if we believed that their opportunity had very good capital fundamentals. They didn't. It had a legitimate shot.

To become what it would have to become, which is the most profitable Regional Casino in America.

And I just want to emphasize that point, handle the way this is evolving. Whatever does get built in New York is going to have to be meaningful.

Measurably more profitable than any other Regional Casino in America and that includes the finest Regional casinos in America. Whether they're talking about MGM National Harbor, Encore Boston, MGM, Detroit or the others, Each of, which I should emphasize tends to have market dominance. Um, and, and a lack of competitive Supply that will not necessarily exist here in New York.

Appreciate those comments. And if I could ask, uh, a follow-up or a question on the...

I guess there's an announcement earlier this week. Uh, Cordes is developing a new project down in Virginia, about an hour south of your DC National project. I guess I'm curious about the competitive dynamics there. I think Richmond's about an hour away with mild traffic. So, I'm curious if you think the location and maybe the demographics, relative to what your asset offers, provide you some ventilation. Thanks.

Just continue um to be quite successful, and we think they're going to continue to grow there. So we'll we'll have to watch how that that happens. But I do think they're probably a little bit, uh, the the the customer base is going to be a little bit different.

I think the caller. Thank you.

Question comes from David Katz at Jeffrey's David, please go ahead. Your line is open.

Uh, morning, everybody. Uh, thanks for taking my question. Uh, appreciate all the kandare as usual. Um, I I wanted to just go back on the sports facilities, commentary, John and you know, not have you negotiate something in this kind of forum but just out of curiosity, are there any historical, you know, cap rate? Um, you know, or any any kinds of, you know, comps or anything like that? Just, just out of curiosity, how we would think about the opportunity. If someone, you know, if if people like us wanted to sit down and try and develop the Tam and and think about, you know what it all means for you.

If you're going to look for historical precedent for the possible infusion of private capital into real estate on university land, the corollary would be the development of...

On campus student, housing by private Capital, uh, which has certainly taken place in the past and the American campus communities has obviously an example of private capital, A Reit, in fact, uh, at the time that that did exactly that and obviously, you know, had to make sure they were creating a positive spread between their, their weighted, average cost of capital at the time and whatever cap rate they went went on to campus with. And so, um, I I do think that this landscape of of sport infrastructure on college campuses is obviously rapidly evolving in an overall Marketplace. That is wildly volatile and everybody's trying to get

As trying to get smart as fast as they can. But I think what John and the team are finding and John you can elaborate on this is that the idea of conventional private Equity coming on to campus with a 5 to 7 year investment Horizon.

Just doesn't is John. I mean, it's just not that appealing. Yeah, David good. Good to hear from you. I know uh, you've asked about this uh, sector before and it is important to understand that this is what what I think our company feels great about is finding a space that we think there's a lot of opportunity to deploy capital and we've been spending time getting educated on the space, who are the decision makers are, what is the magnitude of opportunity? We're at the same time hearing from

The the university is about how they could take our type of capital. And that what what we're talking about today is we're right in the middle of those processes and obviously State schools. Uh, run schools are different than private schools, right? And and so we are continuing to refine the way we think about uh, the the opportunity we continue to talk about pricing. Um, and as Ed said, there's other forms of outside Capital that are also spending time with the universities. Um, and so it's a like, I like I open up by saying, there's a lot of change going on, uh, in Collegiate sports right now. And uh, it's it's just an opportunity that we are. We are spending some time because we think there is a magnitude of capital to be deployed.

Thank you.

Thanks David. The next

The next question comes from Rich Hightower at Barclays. Rich, please go ahead. Your line is open.

Hey, good morning guys. Thanks for taking the question and um, you know, as always appreciate, um, the kandare on various topics but Ed maybe just to um,

To ask you a metaphysical question. Um, to, to use a word from earlier in the comments. Um, you know, it obviously, you know, we don't want to focus on short-term movements in the stock price or cost of capital but in your conversations with investors, you know what do you think of the major overhangs at this point and and does most of it revolve?

Some of the Caesars. Uh, uh, you know, stuff you mentioned before. Is it other things?

They're all rich.

Um, we have declined more than the RMC, but more, I don't know if you want to jump in here about the degree to which we may also somewhat idiosyncratically be seeing a dynamic of first half winners.

Well, you, you, you can explain better than I can. Yeah, no, thanks, Rich. Um, so as I was saying, we do think it's a confluence of factors between, yes, this, um, Caesar's focus, but also at the same time when there's been a positioning rotation out of some winners, out of some long positions as the market has rotated into the end of the year. So the timing has been unfortunate, but we do think it's a combination of factors, not just the one particular overhang.

All right, that's all for me. Thanks, guys.

Thanks Rich.

Next question comes from Chris darling at Green Street. Chris, your line is open. Please go ahead.

Thank you. Good morning.

Uh so with uh 6 Flags in the news recently, um, I thought that presents a good opportunity to ask about your broad level of interest in theme park, real estate ownership, um, the pros and cons that might come with those types of assets, um, and related to that, I'm I'm curious if you've explored the theme park, landscape internationally um, as well as domestically in the US.

Um, yeah, John, you want to take that? Yeah, Chris good to hear from you. Um, to be blunt. Yes, it's a, it's an area attractions in the United States, are an area that we have spent a lot of time with we've not done a transaction. Um, but we have spent quite a bit studying uh, the landscape there, the opportunities there, the accounting treatment there um and and obviously have have followed what is going on in the news uh with with 6 Flags and um I think that's the way I can put it. Yeah. And I'm gonna, I'm gonna ask Gabe to chime in here in a moment. Uh, Chris but 1 of the things we always do. When we look at any particular experiential category, is work to determine that agree to which there's a meaningful amount of pro real property within the business that is readable. And, uh, gave you can apply. And if you wish on on theme parks and other categories, we looked at ski resorts and other things.

Yeah. So in in regards to that Chris, obviously there's a lot of real property at at these theme parks and a lot of personal property, including the the roller coasters and and some of the attractions and we were just make sure any potential Investments That We're owning real property and put in a reed friendly structure, but we're confident, we could work with our partners to, um, to make it work.

Okay, I appreciate those thoughts. Um, and then just maybe, you know, a point of clarification on the Northfield lease with Clairvest. This may be a little nuanced, but you know, as it relates to allocating rents between the new standalone lease and then the remaining master lease with MGM, the resulting coverage ratios that you talked about. I guess I'm interested to understand, you know, what are your contractual rights in that regard versus, you know, this perhaps being more so just a good faith discussion between all the parties involved.

Yeah, I don't know if

there are obviously contractual considerations and I'm looking at

Is it available to me out in case we need to explain any of those? Um, but I think the most fundamental starting point, Chris, is obviously the economic throwaway of the asset. What rent could it support in a coverage level? We're all comfortable with? That's the starting point. What is the EBITDA before the running of the asset, and what thus would be a level of rent coverage, both we and they would be comfortable with?

Yeah, just from a contractual perspective in any event, however we come to the determination of what rent might come out, we're always protected that we would never find ourselves in an economically disadvantaged position. So we're always going to have the same amount of rent when that transaction is completed, between the what we call a 7 lease, the new lease with the standalone tenant, and then our MGM Master Lease, and that's contractually provided.

Okay, appreciate all the thoughts.

The next question comes from Chad. Benon from McQuarrie. Chad, please go ahead. Your line is open.

All right, good morning. Uh, thanks for taking my questions and, um, Ed, thanks for the comment on on Victor's pieces. Reports are absolutely a must read. And he's another person that probably reads multiples of, uh, most of us on the call here.

About some of the Citywide is extremely positive. It's obviously some of the Leisure concerns, uh, that that have hurt some of the near-term, uh, results. So, with that opportunity, uh, for that call, right. How are you guys thinking about, um, timing on that versus, um,

Uh other deals. Thank you.

It's a very good. It's a very good question. And I like your comments about Las Vegas because I think you said near-term, concerns about Leisure customers and I in my opening remarks, I do think we're the world. Is so short-term, add focused that there's times that we don't think step back and think about what a great destination Las Vegas is and will continue to be, uh, we obviously have a variety of things that we evaluate, you are correct that the, the opportunity to buy the Caesars Forum Convention Center is live right now. And we're, we're, we're fitting it into all the other things that we look at. When is the right time is, is there the right time? Um, and and Las Vegas says, I said, in my opening remarks, uh, we are big Believers in and we'll continue to make investments over time. So, um,

Yeah, hey, I just want to jump in and um, and emphasize chat along the same line. The degree to which Vegas is competitive dominance across the American convention trade show and Conference space has only increased in the last 5 to 10 years. If you look across the competitive landscape of the big American convention centers in the Gateway cities, um, it's it's actually kind of a sad story. First of all, most of the full service servant Hotel product has seen tremendous underinvestment. Um, and a lot of the convention facilities themselves are in need of substantial Capital Andor infrastructure. Um, it would have been, for example, here in New York. It would have been a very positive thing for the jabit center. If the related win project had gone ahead and created Hotel inventory, adjacent to jabots

But as we all know that project ain't happening and as a result jbits is still this conference center, the convention center near pretty much nothing in terms of hospitality infrastructure. And that's just 1 example. Among many across the US where Vegas again, just shines because of the amount of capital, put into both the conference convention and trade show facilities 100 million in demand Olay Bay. Uh I and I can't remember exactly how much venetians put in to the Expo Center, but at any rate, this competitive dominance is only going to

To grow in the years ahead.

Great. Thank you and anger because I use the word ain't. But anyway, go ahead.

Nice. Uh, and then moving over to the Tribal Lending landscape. I know we talked about before the the North Fork, um, loan is, is very different than a traditional loan to, um, a tribe. Um, but how is that evolved? And how is your comfort level? Uh, working with, uh, other tribes, uh, evolved here.

Yeah, Chad it's David good to hear from you. I just to clarify the North Fork is a, it's a loan to a tribe. There's it's, it's a typical lending structure into a tribe. That's unique about it. There's no security in the real estate and that's goes with anything around tribal gaming. So, you know, we have a lot of relationships with tribes on commercial land. We have a great relationship with red rock and the development of what will be a phenomenal asset of Madera, California opening and, and kind of Q3 2026. We do have dialogue with other tribes. I mean, the anything we would do around tribal, has to be with a, a great team, a great asset, But ultimately, it'll be a credit investment, right? There's not a way to own gaming, real estate that sits on tribal lands and actually have Security in that asset. And so we have a very uh, active credit book, led by Gabe who's you've heard from on this call and we will continue to look for ways to deploy smart Capital with good tribes, um, in the future.

The opportunities arise.

Thank you, appreciate it.

The next question comes from John decree at CBRE. John, please go ahead. Your line is open.

Respectfully, I think we could start seeing some more opcos, you know, trade hands going forward.

Well, the your opening question was, how did the negotiations go? Um, and where again, my my opening remarks were excited to have clar vest as 1 of our tenants and, and we sure do hope that we continue to grow with them and they operate assets, that that we own. If you're asking, is there been a pickup in opportunities that we're seeing, uh, for us because we're looking at so many sectors across the gaming and experiential Landscapes. Um, there are a lot of different deals that that we're looking at. Uh, do I think they'll be more deals in gaming. I hope so. And I think we'll be there and talking to operators and talking to potential sellers Colin. I I am disappointed that John's not on, I gave him some love with a quote with my opening so uh it's disappointing. I didn't hear that love. So you'll have to pass that along.

Oh, he's going to be there disappointed in you, but I definitely appreciate it. I'm not going to get a repeat next quarter. So, you know, he's one and done. Yeah. Is she going to be your turn next time? Yeah.

um,

and I guess, uh, you know, maybe the uh,

The other question. Um, I wanted to double double double click on is uh you know, how how comfortable are you guys sort of?

Letting leverage maybe creep below, you know, sort of the low end of the, the range that you guys have 5 to 5 and a half times. Um, you know, I think you have you guys about 5 right now and, you know, obviously leverage you guys had, had taken a pretty low going into the MGP active position. Saving a lot of dry powder for for was quite a material, you know transaction? Um, so just kind of curious how you're seeing leverage trend from here. Obviously, you have the escalators but you know, how are you uh thinking about it potentially creeping below your low end?

Um, you know, I would, I would say, uh, as the Spanish like to say, we.

Ability.

You know, if it goes lower, that is just fine. If it goes a little higher, it's just fine. But as you'll remember, calling from that dinner we had together in Boston, it was important for us as leverage is latering. And you know what we like about the five times, Deborah.

Benchmark is that it means by definition. You have a dollar of debt for every 20 cents of ibaon. I'm not going to go through the whole English. Major math thing I did at that dinner but as as you and and your clients gathered, you know, we we like the way in which latering in, which roughly no more than 10% of debt comes due in any given year. Matches up with 5 times debt to EBA such that the metrics are such that in the worst case scenario where the credit Market window is closed. You could if necessary pay off expiring debt with available cash flow after Debt Service. Um so in and around the 5 timeslot

Range and gives us Firepower. That enables the kind of year. We're having this year where we're growing, once again afo per share in this quarter by 5.3%. While growing our Share account for a bar by barely more than 1%.

Great. Thanks for that. And yeah, I still think that was one of the best articulated explanations of the formulation of a leverage target that you gave, you know, when we had that dinner. So, I appreciate it. Thanks, guys.

Thank you.

The next question comes from Daniel Giggle from Capital One. Daniel Yolen is open; please go ahead.

Hi everyone, thank you for taking my questions. Um, you all own a lot of the prop, a lot of properties on the Las Vegas trip, but not all of them. Um, based on your experience. What kind of macro or Las Vegas demand environment due properties typically come to Market their um and if the opportunity Rose, would you expand your ownership on the strip?

And how they’re thinking about the use of proceeds from the monetization of their real estate. Um, but what I would tell you, to Ed’s comments, we will be prepared should there be an opportunity for an asset in Las Vegas, um, on the Strip that comes to market. But I can't tell you when they’re going to come.

Yeah, I appreciate appreciate that. And then um, as a, just a follow up in the in the opening remarks to 3Q, earnings growth was mentioned, a big part of that is the competitive annual rent escalators that you all have on the flip side, tenants do bear increased rent lines. So can you just talk about some of the risks that you all think through, um, on the tenant side of things with those kind of rent, um, rent lines increased for them.

Yeah. Well first of all Daniel uh Q3 2025 wouldn't within itself have had any uh any rent escalations a quarter over quarter sequentially. Um, and when we think about about escalation what we think about is is again, the supportability of the rent. And so, yeah, we do not want rent escalation that goes beyond what the tenant can afford to pay over the long term. Um and you know and and so again I think we're we're in an environment right now where things are have more or less reached equilibrium in terms of even the rates of inflation.

Rent escalation and revenue and profit growth, but obviously we monitor it closely and and again it doesn't benefit landlords when rent gets beyond what the tenant can pay.

Appreciate it. Thank you.

The next question comes from Jim K. from Evercore ISI. Jim, please go ahead. Your line is open.

Uh, thank you. Good morning, Team. If I were thinking about your competitive advantages, let's say in the example of university sports.

What elements really would differentiate VICI, structuring-wise or other attributes? Because if I were being snarky, I would say it's really just a cost of capital, right? I mean, the university is going to want to take the best deal for them. So, how would VICI differentiate itself from other potential providers of capital?

Yeah. Hey Jim, it's Gabe Wossman. I can take that. So, I don't think we're just competing along the cost of capital. It's not the only dimension; it's also on structure. So, as a permanent capital vehicle that wants to own our real estate forever, I think our investment time horizon is very well aligned with our potential university and collegiate partners. And as we compare and contrast our capital and opportunity with private equity folks, we just think that our long-term permanent horizon is just a really good match for potential universities and colleges, and that's really resonated well in the conversations that we've been having. Yeah, I would just add to Jim that, um,

Well, obviously it, you know, universities both public and private can often tap, you know, the the tax-free bond market, um, most universities, we're finding out run in the way that Harvard famously speaks of which is every tub on its own bottom and athletic departments in particular and John and Gabe can elaborate this uh, athletic department says, especially at this point. Our our being told you need to be self-funding and self-sustaining and no, you're not necessarily going to get, do you use up, you know, whatever envelope we have in the in the tax-free bond market.

You want to add to that? That's a good data point. It's a very, very good point.

That's great. And then just 1 quick related question with most of those opportunities, I know it's very premature but would they be uh,

Leasehold interest, because you presume the university, you continue to own the underlying land. Or is that not necessarily the case?

Yeah, I think it depends on on, on the University. Both, we're open to both structurally and can make both of them work Jim. It's a very good question. And and you opened by saying, I know it's it's premature as we've talked about the university space and I've been very open that, you know, when you're, when you're the first kind of reach into this space, educating athletic, directors, and CFOs, and chancellors and presidents on, on our type of capital the structure. Then, as Gabe mentioned, is a big factor in the discussions. Can, can we own the real estate? Can't we own the real estate? What is the duration of the lease?

Capital can work. Um, obviously we have not gotten over the Finish Line with the University sports deal yet, uh, but you can hear that we've been spending some time because we think there is a big opportunity in sports infrastructure in the amount of capital that needs to be put to work.

Fair enough. Thank you for your time collectively.

My final question today will come from Alex Pagan from Bed. Alec, please go ahead. Your line is open.

Hey, thank you. Uh, for taking my question, kind of wanting to synthesize what we've talked about all the call from, you know, the MGM Capital, allocation decision, or the Caesar convention. And also how you think about the balance sheet, you know, with vichi taking the Long View about Capital deployment? Kind of what's the philosophy about, how vichi ways deploying money in uncertain times for a good opportunities versus waiting and preserving the balance sheet for a potential great opportunity that may or may not come

yeah, no it's it is a wonderful question and I wish we had more time to do it full Justice because it is something that that our investment committee is always always delivering and I would tell you Alec, there's no perfect answers, but I would say that because we invest uh, what we believe to be Perpetual Capital, we

We really want to have confidence that 10, 15, and 20 years from now, we or our successors are going to be glad we made this investment; that we invested in the right geography, the right category, the right marketplace, and, most importantly, the best operating partner we could find for that opportunity. This way, we can always be comfortable that the credit is secure.

Yeah, thank you for that.

Thank you.

For any closing comments.

Thank you, Adam. I’d also like to thank everyone for their time today. I look forward to continuing the conversation in the weeks and months to come, and I hope to see you again in February.

Includes today's call. Thank you very much for your attendance. You may now disconnect your lines.