SecProbe.io

Mail Stop 3233

        June 8, 2017
Via E -mail
John Payne
President and Chief Operating Officer
VICI P roperties  Inc.
3329 W. Sunset Road, Suite 210
Las Vegas, NV 89113

Re: VICI Properties Inc.
Registration Statement on Form 10-12G
Filed May 1 2, 2017
File No. 00 0-55791

Dear Mr. Payne :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

General

1. Please note that your registration statement will become effective automatically 60 days
from the date you filed it and  that you will then be responsible for filing reports required
by Section 13 of the Securities Exchange Act of 1934.  We also may continue to
comment on your registration statement after the effective date.  If you do not wish to
incur those obligations un til all of the following issues are resolved, you may wish to
consider withdrawing your registration statement and resubmitting a new registration
statement when you have revised your document.

John Payne
VICI Properties Inc.
June 8, 2017
Page 2

 Unaudited Pro Forma Condensed Combined Statement of Operat ions, page 58

2. We note that pro forma operating expenses for the golf course are $13.7 million. Please
reconcile this amount to the disclosure on page 65 that states that the golf course
properties incurred operating expenses on a pro forma basis of $18.2 million.

Note 1 – Balance Sheet Pro Forma Adjustments, page 59

3. We note your adjustment (d).   Please revise your disclosure to describe the methods,
factors (e.g. discount rates, number of years for which cash flows are projected, etc.) and
significant a ssumptions used in determining the valuation amounts for the fresh start
adjustments.

4. We note from your disclosure that the lease agreements are bifurcated between operating
leases and direct financing leases. Please provide to us your detailed analysis s upporting
your conclusions to bifurcate your lease agreements and how they qualified to be
accounted for as operating leases and direct financing leases.   Please cite the applicable
guidance in your response.

Note 2 – Statement of Operations Pro Forma Ad justments, page 60

5. We note your adjustment (cc).   Please clarify for us and provide details on how you
calculated earned income from direct financing leases.   Your response should address
how your interest income exceeds pro forma rent payments accounted for under the direct
financing lease method.   Additionally, tell us the interest rate implicit in the leases.

Item 3. Properties , page 73

6. We note your disclosure that Caesars Palace Las Vegas has over 1,400 slot and table
gaming units, a 14,187 square foot high limit casino area, a 4,557 square foot high limit
slots area, and a 24 -hour poker room.  We also note your disclosure regarding its 4,300 -
seat Colosseum entertainment venue, the 81,300 square foot OMNIA Nightclub, over 20
restaurants, lounges and bars, approximately 702,000 square feet of retail space,
approximately 40,450 square feet of spa facilities and five swimming pools spanning
eight acres.  Please revise your properties disclosure to provide a more complete
description of the non -CPLV properties or advise us why such disclosure is not
necessary.

7. We note that you have entered into long term lease agreements for your properties.  To the
extent material, please include disclosure regarding occupancy and RevPAR or advise us
why such disclosure is not material.

John Payne
VICI Properties Inc.
June 8, 2017
Page 3

 Item 5. Directors and Executive Officers, page 78

8. With respect to each expected director, please briefly discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that the person should serve as
a director .  See Item 5 of Form 10 and Item 401(e) of Regulation S -K.

Item 10. Recent Sales of Unregistered Securities, page 89

9. Please in clude disclosure regarding the securities to be issued pursuant to the Bankruptcy
Code. See Item 701 of Regulation S -K.

Item 11. Description of Registrant’s Securities to be Registered, page 90

Conversion, page 94

10. We note your disclosure that each hold er of Series A preferred stock will be convertible
into common stock based on the conversion rate in effect on the conversion date.  Please
revise to disclose how the conversion rate will be calculated.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Isaac Esquivel  at (202)  551-3395 or Daniel Gordon  at (202)  551-3486 if
you have questions regarding comments on the financial statements and re lated matters.  Please
contact Rahul Patel a t (202)551 -3799 or me at (202)551 -3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Edward J. Schneidman , Esq. ( via e -mail)
     Carol Anne Huff, Esq. ( via e -mail)