SEC Comment Letter for VICI PROPERTIES INC. (VICI) (CIK 0001705696) (VICI) — Jul 13, 2017
VICI PROPERTIES INC. (VICI) (CIK 0001705696)
Date: July 13, 2017 · CIK: 0001705696 · Accession: 0000000000-17-024483
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-55791
Letter
Mail Stop 3233 July 12, 2017 Via E -mail John Payne President and Chief Operating Officer VICI Properties Inc. 8329 W. Sunset Road, Suite 210 Las Vegas, Nevada 89113
Re: VICI Properties Inc. Registration Statement on Form 10-12G Filed June 20, 2017 File No. 000-55791
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 respon se and any amendment you may file in response to these comments , we may have additional comments.
Item 3. Properties, page 77
1. We note your response to comment 7 that operating metrics such as occupancy and RevPAR are not material drivers of rent payments. Please clarify whether the company views these o perating metrics to be material based on their relevance to CEOC’s ability to make rental payments.
Note 2 – Statement of Operations Pro Forma Adjustments, page 62
2. We note your response to prior comment 5. Please revise your disclosure in Note 1(d) to disclose the components (i.e. future minimum lease payments to be received, unearned premium, etc.) of the net investment in direct financing leases similar to the disclosures required by ASC 8 40-30-50-4.
John Payne VICI Properties Inc. July 12, 2017 Page 2
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 , Staff Acc ountant, at (202) 551 -3395 or Daniel Gordon , Senior Assistant Chief Accountant, at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters. Please contact Rahul K. Patel , Staff Attorney, at (202) 551-3799 or me at (202) 551-3233 with any other questions.
Sincerely,
/s/ Tom Kluck
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Mail Stop 3233 July 12, 2017 Via E -mail John Payne President and Chief Operating Officer VICI Properties Inc. 8329 W. Sunset Road, Suite 210 Las Vegas, Nevada 89113 Re: VICI Properties Inc. Registration Statement on Form 10-12G Filed June 20, 2017 File No. 000-55791 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 respon se and any amendment you may file in response to these comments , we may have additional comments. Item 3. Properties, page 77 1. We note your response to comment 7 that operating metrics such as occupancy and RevPAR are not material drivers of rent payments. Please clarify whether the company views these o perating metrics to be material based on their relevance to CEOC’s ability to make rental payments. Note 2 – Statement of Operations Pro Forma Adjustments, page 62 2. We note your response to prior comment 5. Please revise your disclosure in Note 1(d) to disclose the components (i.e. future minimum lease payments to be received, unearned premium, etc.) of the net investment in direct financing leases similar to the disclosures required by ASC 8 40-30-50-4. John Payne VICI Properties Inc. July 12, 2017 Page 2 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 , Staff Acc ountant, at (202) 551 -3395 or Daniel Gordon , Senior Assistant Chief Accountant, at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters. Please contact Rahul K. Patel , Staff Attorney, at (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. Kirkland & Ellis LLP