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CORRESP
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CORRESP

 300 North LaSalle Street

Chicago, Illinois 60654

 Carol Anne Huff

To Call Writer Directly:

 (312) 862-2163

 carolanne.huff@kirkland.com

 (312) 862-2000

 www.kirkland.com

 Facsimile:

(312) 862-2000

 September 28, 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)

 Pre-Effective Amendment No. 2 Filed September 28, 2017

 Gentlemen:

 As
discussed with Rahul Patel, VICI Properties Inc. (the “Company”) is filing as correspondence certain changed pages supplementally provided to the Staff on September 22, 2017, in advance of the Company filing Pre-Effective Amendment No. 2 (the “Amendment”) to its Registration Statement on Form 10-12G (the “Registration Statement”). As
discussed, certain pro forma numbers in the Amendment differ from those set forth in the pages previously provided supplementally as a result of the Company receiving the results of the creditor elections made pursuant to its Plan of Reorganization,
as further described in the Registration Statement.

 Should you have any questions relating to any of the foregoing, please feel free to
contact the undersigned at (312) 862-2163 or Edward J. Schneidman, P.C. at (312) 862-3333.

Sincerely,

/s/ Carol Anne Huff

Carol Anne Huff

cc:
John Payne

Mary Beth Higgins

VICI Properties Inc.

Edward J. Schneidman, P.C.

Kirkland & Ellis LLP

Hong Kong

London

Los Angeles

Munich

New York

Palo Alto

San Francisco

Shanghai

Washington, D.C.

 The Restructuring On January 15, 2015, CEOC and the other Debtors filed voluntary petitions for reorganization under the Bankruptcy Code
in the Bankruptcy Court. On January 13, 2017, the Debtors filed their Plan of Reorganization with the Bankruptcy Court. The Bankruptcy Court entered an order confirming the Plan of Reorganization on January 17, 2017. Pursuant to the Plan of
Reorganization, on the Effective Date, the historical business of CEOC will be separated by means of a spin-off transaction whereby the Debtors’ real property assets (subject to certain exceptions) and golf course operations will be transferred
to VICI REIT. CEOC and certain of CEOC’s subsidiaries will lease the transferred real property assets pursuant to the Lease Agreements, CEC will guarantee the payment obligations of the tenants under the Lease Agreements and an affiliate of CEC
will manage the operation of such properties, as further described under “Relationship Between VICI REIT and CEOC and CEC After the Restructuring.” The Plan of Reorganization provides for a number of elections to be made by various
creditor classes, which affect the number of shares of our common stock and Series A preferred stock outstanding and the amount and type of our debt securities outstanding on the Effective Date. Set forth below is an overview of the equity and debt
securities and debt instruments of VICI REIT, VICI PropCo and CPLV that will be issued to certain of CEOC’s creditors on the Effective Date pursuant to the Plan of Reorganization. Common Stock and Series A Convertible Preferred Stock On the
Effective Date, giving effect to the PropCo Equity Election described below, 177.2 million shares of our common stock will be distributed to certain creditors of CEOC and 12 million shares of our Series A Convertible Preferred Stock (the
“Series A preferred stock”) with a liquidation preference of $300.0 million will be distributed to certain creditors of CEOC and certain backstop investors. The Series A preferred stock will automatically convert into 51.4 million shares
of our common stock on the 20th business day following the Effective Date (the “Mandatory Preferred Conversion”), which common stock will represent approximately 20.9% of the outstanding common stock following conversion of the Series A
preferred stock and exchange of the CPLV Mezzanine Debt described below. Indebtedness Following Emergence from Bankruptcy On the Effective Date, giving effect to the PropCo Equity Election, VICI PropCo, a subsidiary of our Operating Partnership,
will issue to certain of CEOC’s creditors $1,613.3 million aggregate principal amount of senior secured first lien term loans (“Term Loans”) under the new senior secured credit facility, $282.8 million aggregate principal amount of
first-priority senior secured floating rate notes due 2022 (“First Lien Notes”), and $820.9 million aggregate principal amount of 8.0% second-priority senior secured notes due 2023 (the “Second Lien Notes”). CPLV will borrow
$2,200.0 million from third parties, including $1,550.0 million of asset-level real estate mortgage financing (the ”CPLV CMBS Debt”) and three tranches of mezzanine debt in the aggregate principal amount of $650.0 million (the “CPLV
Mezzanine Debt”). The junior tranche of the CP LV Mezzanine Debt in the aggregate amount of $250.0 million will automatically be exchanged for 17.6 million shares of our common stock on the 20th business day following the Effective Date (the
“Mandatory Mezzanine Conversion”, and together with the Mandatory Preferred Conversion, the “Mandatory Conversions”), which common stock will represent approximately 7.2% of the outstanding common stock following exchange of the
junior tranche of CPLV Mezzanine Debt and Mandatory Preferred Conversion. The cash proceeds from the CPLV CMBS Debt and CPLV Mezzanine Debt will be distributed to certain creditors of CEOC under the Plan of Reorganization. 2

 Certain of CEOC’s creditors that were otherwise eligible to receive Term Loans, First Lien Notes and Second Lien Notes were able to
elect to receive our common stock in lieu of such debt, with the amount of debt that could be exchanged capped at $1,250.0 million (the “PropCo Equity Election”). The PropCo Equity Election was fully subscribed and, as a result, on the
Effective Date, creditors that made the election, will receive an aggregate of 77.2 million shares of common stock in lieu of $1,250 million of Term Loans, First Lien Notes and Second Lien Notes. The shares of common stock issued to such parties
will represent 31.3% of the outstanding common stock after giving effect to the Mandatory Conversions . The table below shows the amount of debt and Series A preferred stock outstanding on the Effective Date (giving effect to the PropCo Equity
Election) prior to and after giving effect to the Mandatory Conversions. Prior to Mandatory After Mandatory Debt / Security Conversions Conversions CPLV Debt $2,200.0 million $1,950.0 million Term Loans and First Lien Notes 1,896.1 million 1,896.1
million Second Lien Notes 820.9 million 820.9 million Total Debt 4,917.0 million 4,667.0 million Series A Preferred Stock (liquidation preference) 300.0 million — Total Debt and Preferred Stock $5,217.0 million $4,667.0 million Our Competitive
Strengths We believe the following strengths effectively position us to execute our business plan and growth strategies: Premier portfolio of high-quality gaming, hospitality and entertainment assets with significant underlying value. Our portfolio
features Caesars Palace and market-leading regional properties with significant scale. Our properties are well-maintained and leased to leading brands, such as Caesars, Horseshoe, Harrah’s and Bally’s. These brands drive loyalty and value
with guests through superior service and products and continuous innovation. Our portfolio benefits from its strong mix of demand generators, including casinos, guest rooms, restaurants, entertainment facilities, bars and night clubs and convention
space. We believe our properties are well insulated from incremental competition as a result of high replacement costs, as well as regulatory restrictions and long-lead times for new development. The high quality of our assets appeal to a broad base
of customers, stimulating traffic and visitation. Our portfolio is anchored by Caesars Palace, which is located at the center of the Strip. We believe Las Vegas is one of the most attractive travel destinations in the United States, with a record
42.9 million visitors in 2016, according to the Las Vegas Convention and Visitors Authority. We believe Las Vegas is a market characterized by steady economic growth and high consumer and business demand with limited new supply. Caesars Palace,
which is one of the most iconic gaming facilities in Las Vegas, features gaming entertainment, a large-scale hotel, extensive food and beverage options, state-of-the-art convention facilities, retail outlets and entertainment showrooms. Caesars
Palace continues to benefit from positive macroeconomic trends, including record visitation levels in 2016, and strong convention attendance, hotel occupancy and average daily rates, among other key indicators. Our portfolio also includes
market-leading regional resorts that are benefitting from significant invested capital over recent years. The regional properties we own include award-winning land-based and dockside 3

 No Spacing;Unaudited Pro Forma Combined Condensed Financial Information The following unaudited pro forma combined condensed balance
sheet of VICI REIT as of June 30, 2017, gives effect to the Restructuring as if it had occurred on June 30, 2017, and the following unaudited pro forma combined condensed statements of operations for the six months ended June 30, 2017 and for the
year ended December 31, 2016 give effect to the Restructuring as if it had occurred on January 1, 2016, in each case, also giving effect to the PropCo Equity Election. See “Summary—The Restructuring.” The unaudited pro forma combined
condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X. The following unaudited pro forma combined condensed financial information does not reflect the financial position or results of operations of VICI
REIT for the periods indicated. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information, and in many cases are based on estimates and preliminary information. The assumptions
underlying the pro forma adjustments are described in the accompanying notes to these pro forma financial statements. We believe such assumptions are reasonable under the circumstances and reflect the best currently available estimates and
judgments. However, the pro forma financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had the Restructuring occurred at the
beginning of the period presented. The unaudited pro forma financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of
Caesars Entertainment Outdoor, the balance sheets of VICI REIT and the combined statements of investments of real estate assets to be contributed to VICI REIT, included elsewhere in this registration statement. The following unaudited pro forma
combined condensed financial statements give effect to the Restructuring, including: the transfer of CEOC’s real property assets to VICI REIT and its subsidiaries; the execution of the Lease Agreements; the anticipated incurrence by
subsidiaries of VICI REIT of approximately $4.92 billion of new indebtedness, giving effect to the PropCo Equity Election; the transfer of Caesars Entertainment Outdoor to our TRS; the entry into the Golf Course Use Agreement; the issuance of
177,160,494 shares of VICI REIT common stock to certain of CEOC’s creditors, giving effect to the PropCo Equity Election; and the issuance of 12,000,000 shares of Series A preferred stock with an aggregate liquidation preference of $300.0
million to certain of CEOC’s creditors and backstop investors. Pursuant to the PropCo Equity Election, certain of CEOC’s creditors that would have received Term Loans, First Lien Notes and Second Lien Notes were able to elect to receive
our common stock in lieu of such debt, with the amount of debt that could be exchanged capped at $1,250.0 million. The PropCo Equity Election was fully subscribed and, as a result, on the Effective Date, creditors that made the election, will
receive an aggregate of 77,160,494 shares of common stock in lieu of $1,250 million of Term Loans, First Lien Notes and Second Lien Notes. These pro forma financial statements have been prepared giving effect to the PropCo Equity Election. In
addition, CPLV has received commitments with respect to $2,200.0 million of debt, including $1,550.0 million of asset level real estate financing and three tranches of mezzanine debt in the aggregate amount of $650.0 million. Debt issuance costs
incurred will be paid for by CEOC and will not offset the gross amounts reflected in the pro forma financial statements. The pro forma balance sheets do not give effect to the Mandatory Conversions of our Series A preferred stock and $250.0 million
of junior CPLV Mezzanine Debt. As a result, the junior tranche of the CPLV 57

 Mezzanine Debt and the Series A preferred stock are reflected on our pro forma balance sheet. As a result of the Mandatory Conversions,
such tranche and preferred stock will be exchanged for common stock on the 20th business day following the Effective Date. The shares issued in the Mandatory Conversions will represent 28.0% of the outstanding common stock after giving effect to the
Mandatory Conversions. The pro forma income statement gives effect to the Mandatory Conversions as of the 20th business day following the Effective Date. The pro forma financial statements give effect to the application of “fresh start”
reporting in accordance with ASC 852—Reorganizations (“ASC 852”). The pro forma adjustments are based on an assumed fair value of approximately $8.3 billion of the assets of VICI REIT. Fair values of assets and liabilities, including
leases, on the pro forma balance sheet are based on preliminary valuations, have been made solely for purposes of developing the pro forma combined financial information and are subject to further revisions and adjustments. Updates to such
preliminary valuations will be completed in the periods subsequent to those reported in this registration statement and will be calculated as of the Effective Date and, to the extent such updates reflect a valuation different than those used in
these pro forma financial statements, there may be adjustments in the carrying values of certain assets and liabilities and related deferred taxes and such adjustments may also affect the revenues and expense, that would be recognized in the
statement of operations following the Effective Date. As such, the following pro forma financial information is not intended to represent our actual post-Effective Date financial condition and statement of operations, and any differences could be
material. 58

 Unaudited Pro Forma Combined Condensed Balance Sheet As of June 30, 2017 (in thousands) Caesars Real Estate VICI Entertainment Assets to
be Pro-Forma Total REIT (a) Outdoor (b) Contributed (c) Adjustments Pro-Forma Assets Real Estate Investments: Accounted for using the operating method Accounted for using the direct financing method Property, net Property and equipment, used in
operations, net Cash and cash equivalents Deferred income taxes Other assets Total assets Liabilities Debt Accounts payable Accrued expenses Deferred income taxes Other liabilities Total liabilities Commitments and contingencies Convertible
redeemable preferred stock Equity Net investments Common stock Additional paid in capital Retained earnings Total equity Total liabilities, redeemable preferred stock, and equity $— $ — $ — $ 1,165,000 (d) $1,165,000 ——
— 7,040,000 (d) 7,040,000 — — 4,841,723 (4,841,723)(d) — — 8