SEC Company Response from VICI PROPERTIES INC. (VICI) (CIK 0001705696) (VICI) — Jul 25, 2017
VICI PROPERTIES INC. (VICI) (CIK 0001705696)
Date: July 25, 2017 · CIK: 0001705696 · Accession: 0001193125-17-234651
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-55791
Letter
300 North LaSalle Street
Chicago, Illinois 60654
Edward J. Schneidman, P.C.
To Call Writer Directly:
(312) 862-3333
edward.schneidman@kirkland.com
(312) 862-2000
www.kirkland.com
Facsimile:
(312) 862-2200
July 25, 2017
Via EDGAR Submission and Overnight Delivery
Securities and Exchange Commission
Division of Corporation Finance
F Street, N.E.
Washington, D.C. 20549
Attention:
Tom Kluck
Rahul Patel
Isaac Esquivel
Daniel Gordon
Re:
VICI Properties Inc.
Registration Statement on Form 10-12G (File No. 000-55791)
Filed on June 20, 2017
Ladies and Gentlemen:
VICI Properties Inc., a Maryland corporation (the “Company”), has today filed with the Securities and Exchange Commission, pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and Section 12(g) thereunder, Amendment No. 1 (the “Amendment”) to its Registration Statement on Form 10-12G (the “Registration Statement”).
On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated July 12, 2017, from the staff of the Securities and Exchange Commission (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Where applicable, we have referenced in the Company’s responses the appropriate page number of the Amendment. For your convenience, paper copies of the Amendment will be delivered to you, and those copies will be marked to show changes from the Registration Statement. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Amendment.
Item 3. Properties, page 77
1. We note your response to comment 7 that operating metrics such as occupancy and RevPAR are not material divers of rent payments. Please clarify whether the company views these operating metrics to be material based on their relevance to CEOC’s ability to make rental payments.
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Response: Because the Lease Agreements will be guaranteed by Caesars Entertainment Corporation (“CEC”), CEOC’s parent, the Company views the revenues and cash and cash equivalents of CEC as the key indicators of the tenant’s ability to make rental payments. The Company has included disclosure of CEC’s revenues and cash and cash equivalents giving pro forma effect to the Restructuring and CEC’s merger with Caesars Acquisition Company on pages 4 and 17 of the Amendment. The Company notes that CEC is a public reporting company registered under the Securities Exchange Act of 1934, as amended, and that its financial statements are referenced under Item 13 of the Registration Statement in accordance with Section 2340 of the Financial Reporting Manual (“FRM”). The full financial statements of CEC, together with whatever additional metrics CEC considers most material to its operations from time to time, are therefore readily available to investors.
The Company respectfully advises the Staff that it does not believe that operating metrics such as RevPAR and occupancy are material indicators of CEC’s financial condition. CEC’s revenues are derived from four revenue streams, including gaming operations, hotel operations, food and beverage, and entertainment and other business offerings. According to CEC’s Prospectus dated June 23, 2017, for 2016, on a pro forma basis giving effect to the Restructuring and CEC’s merger with Caesars Acquisition Company, hotel operations constituted 15% of pro forma revenue, casino entertainment constituted 58% of pro forma revenues, food and beverage constituted 16% of pro forma revenue, and entertainment and other business offerings constituted 11% of pro forma revenue. The Company believes that total revenue, together with cash and cash equivalents, provides the most relevant information with respect to CEC’s financial condition and results of operations and that any additional financial information is readily available to investors in the manner contemplated by the FRM.
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 840-30-50-4.
Response: In response to the Staff’s comment, the Company has added disclosure to Note 1(d) on pages 61 and 62 of the Amendment.
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U.S. Securities and Exchange Commission
Page 3
We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 862-3333 or Carol Anne Huff at (312) 862-2163.
Sincerely,
/s/ Edward J. Schneidman, P.C.
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CORRESP 1 filename1.htm CORRESP 300 North LaSalle Street Chicago, Illinois 60654 Edward J. Schneidman, P.C. To Call Writer Directly: (312) 862-3333 edward.schneidman@kirkland.com (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 July 25, 2017 Via EDGAR Submission and Overnight Delivery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tom Kluck Rahul Patel Isaac Esquivel Daniel Gordon Re: VICI Properties Inc. Registration Statement on Form 10-12G (File No. 000-55791) Filed on June 20, 2017 Ladies and Gentlemen: VICI Properties Inc., a Maryland corporation (the “Company”), has today filed with the Securities and Exchange Commission, pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and Section 12(g) thereunder, Amendment No. 1 (the “Amendment”) to its Registration Statement on Form 10-12G (the “Registration Statement”). On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated July 12, 2017, from the staff of the Securities and Exchange Commission (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Where applicable, we have referenced in the Company’s responses the appropriate page number of the Amendment. For your convenience, paper copies of the Amendment will be delivered to you, and those copies will be marked to show changes from the Registration Statement. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Amendment. Item 3. Properties, page 77 1. We note your response to comment 7 that operating metrics such as occupancy and RevPAR are not material divers of rent payments. Please clarify whether the company views these operating metrics to be material based on their relevance to CEOC’s ability to make rental payments. Beijing Boston Hong Kong Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C. U.S. Securities and Exchange Commission Page 2 Response: Because the Lease Agreements will be guaranteed by Caesars Entertainment Corporation (“CEC”), CEOC’s parent, the Company views the revenues and cash and cash equivalents of CEC as the key indicators of the tenant’s ability to make rental payments. The Company has included disclosure of CEC’s revenues and cash and cash equivalents giving pro forma effect to the Restructuring and CEC’s merger with Caesars Acquisition Company on pages 4 and 17 of the Amendment. The Company notes that CEC is a public reporting company registered under the Securities Exchange Act of 1934, as amended, and that its financial statements are referenced under Item 13 of the Registration Statement in accordance with Section 2340 of the Financial Reporting Manual (“FRM”). The full financial statements of CEC, together with whatever additional metrics CEC considers most material to its operations from time to time, are therefore readily available to investors. The Company respectfully advises the Staff that it does not believe that operating metrics such as RevPAR and occupancy are material indicators of CEC’s financial condition. CEC’s revenues are derived from four revenue streams, including gaming operations, hotel operations, food and beverage, and entertainment and other business offerings. According to CEC’s Prospectus dated June 23, 2017, for 2016, on a pro forma basis giving effect to the Restructuring and CEC’s merger with Caesars Acquisition Company, hotel operations constituted 15% of pro forma revenue, casino entertainment constituted 58% of pro forma revenues, food and beverage constituted 16% of pro forma revenue, and entertainment and other business offerings constituted 11% of pro forma revenue. The Company believes that total revenue, together with cash and cash equivalents, provides the most relevant information with respect to CEC’s financial condition and results of operations and that any additional financial information is readily available to investors in the manner contemplated by the FRM. 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 840-30-50-4. Response: In response to the Staff’s comment, the Company has added disclosure to Note 1(d) on pages 61 and 62 of the Amendment. * * * U.S. Securities and Exchange Commission Page 3 We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 862-3333 or Carol Anne Huff at (312) 862-2163. Sincerely, /s/ Edward J. Schneidman, P.C. Edward J. Schneidman, P.C. cc: John Payne Mary Beth Higgins VICI Properties Inc. Carol Anne Huff Kirkland & Ellis LLP