SEC Comment Letter for VICI PROPERTIES INC. (VICI) (CIK 0001705696) (VICI) — Jan 22, 2018
VICI PROPERTIES INC. (VICI) (CIK 0001705696)
Date: Jan. 22, 2018 · CIK: 0001705696 · Accession: 0000000000-18-002179
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-221997
Letter
Mail Stop 3233 January 19, 2018 Via E -mail Edward B Pitoniak Chief Executive Officer VICI P roperties Inc. 8329 W. Sunset Road, Suite 210 Las Vegas, NV 89113
Re: VICI Properties Inc. Amendment No. 1 to Registration Statement on Form S-11 Filed January 17, 2018 File No. 333-221997
Dear Mr. Pitoniak :
We have limited our review of your registration statement to th e issues we have addressed in our comments.
Unaudited Pro Forma Combined Condensed Balance Sheet, page 64
1. We note that you present adjustments (n), (o) and (r) in your pro fo rma combined condensed balance sheet on a net basis. Please revise your presentation to provide each adjustment on a gross basis on the face of your pro forma balance sheet, or alternatively, you can include a table in your notes to the pro forma balance s heet detailing each pro forma adjustment impacting each balance sheet line item.
Note 2 – Statement of Operations Pro Forma Adjustments, page 70
2. For adjustments (nn) and (oo), please expand your note to clearly show how you arrived at the pro forma inter est adjustment amounts, including the amount of debt and corresponding interest rate.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Edward B. Pitoniak VICI Properties Inc. January 19 , 201 8 Page 2
You may contact Isaac Esquivel at (202) 551-3395 or Kevin Woody at (202) 551-3629 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
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Mail Stop 3233
January 19, 2018
Via E -mail
Edward B Pitoniak
Chief Executive Officer
VICI P roperties Inc.
8329 W. Sunset Road, Suite 210
Las Vegas, NV 89113
Re: VICI Properties Inc.
Amendment No. 1 to Registration Statement on Form S-11
Filed January 17, 2018
File No. 333-221997
Dear Mr. Pitoniak :
We have limited our review of your registration statement to th e issues we have
addressed in our comments.
Unaudited Pro Forma Combined Condensed Balance Sheet, page 64
1. We note that you present adjustments (n), (o) and (r) in your pro fo rma combined
condensed balance sheet on a net basis. Please revise your presentation to provide each
adjustment on a gross basis on the face of your pro forma balance sheet, or alternatively,
you can include a table in your notes to the pro forma balance s heet detailing each pro
forma adjustment impacting each balance sheet line item.
Note 2 – Statement of Operations Pro Forma Adjustments, page 70
2. For adjustments (nn) and (oo), please expand your note to clearly show how you arrived
at the pro forma inter est adjustment amounts, including the amount of debt and
corresponding interest rate.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Edward B. Pitoniak
VICI Properties Inc.
January 19 , 201 8
Page 2
You may contact Isaac Esquivel at (202) 551-3395 or Kevin Woody at (202) 551-3629 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: Todd E. Lenson , Esq. ( via e -mail)