SecProbe.io

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VICI Properties Inc.

535 Madison Avenue

New York, NY, 10022

March 4, 2026

VIA EDGAR

David Link

Office of Real Estate & Construction

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    VICI Properties Inc.

    Registration Statement on Form S-4 (File
No. 333-291972)

    Request for Acceleration of Effective Date

Dear Mr. Link:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, VICI Properties Inc. (the “Company”) hereby respectfully requests
that the Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-4 (the
 “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on March 6,
2026, or as soon thereafter as practicable.

The Company requests that it be notified of such
effectiveness by a telephone call to Andrew S. Zahn of Hogan Lovells US LLP at (202) 637-3658.

[Signature page follows]

    Sincerely,

    VICI Properties Inc.

    /s/ David A. Kieske

    By:
    David A. Kieske

    Title:
    Executive Vice President,

    Chief Financial Officer and Treasurer

[Signature Page to
Acceleration Request]

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 VICI Properties Inc.

535 Madison Avenue, 20th Floor

New York, NY, 10022

 September 21, 2021

VIA EDGAR

 Stacie Gorman

Office of Real Estate & Construction

 Division of
Corporation Finance

 Securities and Exchange Commission

 100
F Street, NE

 Washington, DC 20549

        Re:

 VICI Properties Inc.

 Registration
Statement on Form S-4 (File No. 333-259386)

 Request
for Acceleration of Effective Date

 Dear Ms. Gorman:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VICI Properties Inc. (the
“Company”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-4 (the
“Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on September 23, 2021, or as soon thereafter as practicable.

The Company requests that it be notified of such effectiveness by a telephone call to Andrew S. Zahn of Hogan Lovells US LLP at (202) 637-3658.

 [Signature page follows]

Sincerely,

VICI Properties Inc.

 /s/ David A. Kieske

By:

David A. Kieske

Title:

Executive Vice President,

Chief Financial Officer and Treasurer

United States securities and exchange commission logo
September 13, 2021
Samantha Sacks Gallagher
Executive Vice President
VICI PROPERTIES INC.
535 Madison Avenue
20th Floor
New York, NY 10022
Re:VICI PROPERTIES INC.
Form S-4
Filed September 8, 2021
File No. 333-259386
Dear Ms. Sacks Gallagher:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stacey McEvoy, Esq.

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 Todd E. Lenson

 Partner

T  212.715.9216

F  212.715.8216

 tlenson@kramerlevin.com

 1177 Avenue of the Americas

 New York, NY
10036

 T  212.715.9100

F  212.715.8000

 May 17, 2018

 Coy
Garrison, Esq.

 Special Counsel, Office of Real Estate and

Commodities

 Division of Corporation Finance

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
VICI Properties Inc.

Registration Statement on Form S-11,

Filed May 10, 2018

File
No. 333-224846

 Dear Mr. Garrison,

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), VICI Properties Inc. (the
“Company”), respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern Time), on May 21, 2018, or as soon as possible thereafter.

 In addition, the Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the proposed public offering of the securities specified in the above Registration Statement.

 Please
call Todd E. Lenson of Kramer Levin Naftalis & Frankel LLP at 212-715-9216 to confirm the effectiveness of the Registration Statement.

Sincerely,

 /s/ Todd E. Lenson

Todd E. Lenson

 KRAMER LEVIN NAFTALIS & FRANKEL
LLP

 Coy Garrison, Esq.

 May 17, 2018

CC:
Joshua Lobert, Esq., Staff Attorney, U.S. Securities and Exchange Commission

Samantha Gallagher, Esq.

VICI Properties Inc.

KRAMER LEVIN NAFTALIS & FRANKEL LLP

2

Mail Stop 3233
May 17 , 2018

Via E -Mail
Edward B. Pitoniak
Chief Executive  Officer
VICI Properties Inc.
430 Park Avenue, 8th Floor
New York, New York 10022

Re: VICI Properties Inc.
  Registration Statement on Form S-11
Filed  May 10, 2018
  File No.  333-224846

Dear Mr. Pitoniak :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Joshua Lobert, Staff Attorney,  at (202) 551 -7150 with any questions.

Sincerely,

/s/ Coy Garrison

Coy Garrison
Special Counsel
Office of Real Estate
and Commodities

cc: Todd E. Lenson , Esq.
 Kramer Levin Naftalis & Frankel LLP

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 VICI PROPERTIES INC.

8329 W. Sunset Road, Suite 210

Las Vegas, Nevada 89113

 January 29, 2018

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Attn:
Tom Kluck

Legal Branch Chief

Office of Real Estate and Commodities

Re:
VICI Properties Inc.

Registration Statement on Form S-11

File No. 333-221997

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), VICI Properties Inc. (the
“Company”), respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 P.M. (Eastern Time), on January 31, 2018, or as soon as possible
thereafter.

 We understand that the Staff will consider this request as confirmation by the Company of its awareness of its
responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

Please contact Todd Lenson at (212) 715-9216 or Jordan Rosenbaum at (212) 715-9117 of Kramer Levin Naftalis & Frankel LLP to confirm the effectiveness of the Registration Statement.

Sincerely,

/s/ Edward B. Pitoniak

Edward B. Pitoniak

 cc: Rahul
Patel, Esq. (Securities and Exchange Commission)

 Todd E. Lenson, Esq. (Kramer Levin Naftalis & Frankel LLP)

Jordan Rosenbaum, Esq. (Kramer Levin Naftalis & Frankel LLP)

Edward F. Petrosky, Esq. (Sidley Austin LLP)

 Bartholomew A.
Sheehan, Esq. (Sidley Austin LLP)

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 January 29, 2018

VIA EDGAR

 Tom Kluck

Rahul Patel

 Office of Real Estate and Commodities

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
VICI Properties Inc.

 Registration Statement on Form
S-11 (SEC File No. 333-221997)

 Dear Mr. Kluck and
Mr. Patel:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), we hereby join in the request of VICI Properties Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 2:00 p.m., Eastern time, on
January 31, 2018, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that we have
distributed approximately 11,994 copies of the Preliminary Prospectus dated January 22, 2018 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that
they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

MORGAN STANLEY & CO. LLC

GOLDMAN SACHS & CO. LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED

As representatives of the several underwriters

MORGAN STANLEY & CO. LLC

By:

 /s/ Jon Sierant

Name:

Jon Sierant

Title:

Executive Director

GOLDMAN SACHS & CO. LLC

By:

 /s/ Ian Taylor

Name:

Ian Taylor

Title:

Managing Director

 MERRILL LYNCH, PIERCE, FENNER & SMITH

    INCORPORATED

By:

 /s/ Chris Porter

Name:

Chris Porter

Title:

Managing Director Investment Banking

 [Signature Page to Acceleration Request]

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 Todd E. Lenson

 Partner

T 212.715.9216
F 212.715.8216
tlenson@kramerlevin.com

 1177 Avenue of the Americas
New York, NY 10036

T 212.715.9100

 F
212.715.8000

 January 22, 2018

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Attn:
Tom Kluck

Legal Branch Chief

Office of Real Estate and Commodities

Re:
VICI Properties Inc.

 Amendment No. 1 to Registration Statement on Form S-11

 Filed January 17, 2018

File No. 333-221997

Ladies and Gentlemen:

 On behalf of our client,
VICI Properties Inc. (the “Company”), set forth below are responses to your comment letter, dated January 19, 2018, regarding Amendment No. 1 to the Company’s Registration Statement on
Form S-11 (the “Registration Statement”). In connection with this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”),
and we are sending under separate cover hard copies of Amendment No. 2 marked to show changes from Amendment No. 1. The Registration Statement has been revised in response to the Staff’s comments, to reflect the terms of the offering
as described below and to reflect certain other changes.

 The Company proposes to sell up to 50,000,000 shares of common stock in the
initial public offering (the “Offering”) and up to an additional 7,500,000 shares of common stock pursuant to the underwriters’ option to purchase additional shares of common stock. The Company proposes to price the Offering with a
bona fide price range of $19.00 to $21.00 per share of common stock, with a midpoint of $20.00 per share of common stock. Accordingly, Amendment No. 2 also includes the proposed offering terms of the Offering, including the bona fide price range
pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered in the Offering, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be
outstanding after the Offering, as well as the “Distribution Policy” and the “Selected Historical and Pro Forma Financial Data—Unaudited Pro Forma Combined Condensed Financial Information.” This information is consistent in
all respects with the information emailed to the Staff on January 16, 2018 and submitted as correspondence, with such necessary adjustments to reflect the increase in the price range and the corresponding decrease in the number of shares proposed to
be offered.

 For your convenience, the Staff’s comments are set forth below in italics, followed by the responses on behalf of the
Company. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2.

 Unaudited Pro Forma
Combined Condensed Balance Sheet, page 64

1.
We note that you present adjustments (n), (o) and (r) in your pro forma 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 sheet detailing each pro forma adjustment impacting each balance sheet line item.

KRAMER LEVIN NAFTALIS & FRANKEL LLP

 Tom Kluck

 January 22, 2018

 The Company has revised its disclosure in response to the Staff’s comment on pages 68 -
71 of Amendment No. 2.

 We respectfully advise the Staff that after reflecting these changes, the pro forma adjustments on a gross
basis are reflected either on the face of the pro forma financial statements or in the footnotes thereto.

 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 interest adjustment amounts, including the amount of debt and corresponding interest rate.

 The Company has revised its disclosure in response to the Staff’s comment on page 74 of Amendment No. 2.

 Please do not hesitate to call the undersigned at (212) 715-9216 with any questions or further comments you may
have regarding this filing or if you wish to discuss the above responses.

Sincerely,

 /s/ Todd E. Lenson

Todd E. Lenson

cc:
Rahul Patel, Esq. (Securities and Exchange Commission)

 Edward B. Pitoniak (VICI Properties
Inc.)

 Jordan Rosenbaum, Esq. (Kramer Levin Naftalis & Frankel LLP)

Edward F. Petrosky, Esq. (Sidley Austin LLP)

Bartholomew A. Sheehan, Esq. (Sidley Austin LLP)

KRAMER LEVIN NAFTALIS & FRANKEL LLP

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)

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 1177 Avenue of the Americas

 New York, NY
10036

 T 212.715.9100

 F
212.715.8000

 January 16, 2018

 Via
EDGAR and E-mail (pdf)

 Securities and Exchange Commission

Division of Corporate Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Attn:
Tom Kluck

 Legal Branch Chief

Office of Real Estate and Commodities

Re:
VICI Properties Inc.

 File
No. 333-221997

 Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), VICI Properties Inc. (the “Company”) hereby submits the proposed offering terms of the initial public offering (the “Offering”), including the bona
fide price range pursuant to Item 501(b)(3) of Regulation S-K, the “Distribution Policy” and the “Selected Historical and Pro Forma Financial Data—Unaudited Pro Forma Combined Condensed
Financial Information.” These pricing terms shall be included in Amendment No. 2 to the Registration Statement on Form S-11, File No. 333-221997 (the
“Registration Statement”) to be filed with the Commission on or about January 22, 2018. The provided terms are a bona fide estimate of the range of the minimum and maximum offering price and the maximum number of
securities to be offered as of January 16, 2018. Should the bona fide estimates of these terms change between today and January 22, 2018, the figures presented in Amendment No. 2 may increase or decrease accordingly.

In the Offering, the Company proposes to sell up to 51,282,051 shares of common stock and up to an additional 7,692,307 shares of common stock pursuant to the
underwriters’ option to purchase additional shares of common stock. The Company proposes to price the Offering with a bona fide price range of $18.50 to $20.50 per share of common stock, with a midpoint of $19.50 per share of common stock. As
discussed with members of the Staff, this range is initially being provided for your consideration by correspondence given the Company’s and the underwriters’ concern regarding providing such information significantly in advance of the
launch of the offering as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

 Mr. Tom Kluck

 January 16, 2018

 Additionally, the Company is enclosing its proposed marked copy of those pages of the Registration Statement
that will be affected by the offering terms set forth herein. These marked changes will be incorporated into Amendment No. 2, to be filed with the Commission on or about January 22, 2018.

The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in Amendment
No. 2 of the Registration Statement.

 Please do not hesitate to call the undersigned at (212) 715-9216 or
Jordan Rosenbaum at (212) 715-9117 with respect to the foregoing or if any additional supplemental information is required by the Staff.

Sincerely,

 /s/ Todd E. Lenson

Todd E. Lenson

cc:
Rahul Patel, Esq. (Securities and Exchange Commission)

 Edward B. Pitoniak (VICI Properties
Inc.)

 Jordan Rosenbaum, Esq. (Kramer Levin Naftalis & Frankel LLP)

Edward F. Petrosky, Esq. (Sidley Austin LLP)

Bartholomew A. Sheehan, Esq. (Sidley Austin LLP)

 The information contained in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in a
jurisdiction where the offer or sale is not permitted.

 Subject to completion, dated January 16, 2018

 PROSPECTUS

51,282,051 Shares

 VICI Properties Inc.

Common Stock

 This is the initial public
offering of VICI Properties Inc. We are offering 51,282,051 shares of our common stock. We anticipate that the initial public offering price will be between $18.50 and $20.50 per share.

In connection with this offering, we have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the ticker symbol
“VICI”.

 We intend to elect and qualify to be taxed as a real estate investment trust as defined under Section 856(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), for U.S. Federal income tax purposes. We currently expect such election to be effective commencing with our taxable year ending December 31, 2017. To assist us in qualifying to be taxed
as a REIT, among other purposes, our charter contains certain restrictions relating to the ownership and transfer of our shares and a provision generally restricting stockholders from owning more than 9.8% in value or in number, whichever is more
restrictive, of any class or series of our shares, including if repurchases by us cause a person’s holdings to exceed such limitations. In addition to the restrictions set forth above, our outstanding shares of capital stock are held subject to
applicable gaming laws. Any person owning or controlling at least 5% of the outstanding shares of any class of our capital stock is required to promptly notify us of such person’s identity. See “Description of Capital Stock” for a
detailed description of the ownership and transfer restrictions applicable to our shares.

 Investing in our common stock involves risks. You
should carefully consider the matters described under the caption “Risk Factors” beginning on page 23 of this prospectus.

 Per Share

 Total

 Initial public offering price

$

$

 Underwriting discounts and commissions to be paid by us(1)

$

$

 Proceeds, before expenses, to us

$

$

(1)
We refer you to “Underwriting” beginning on page 191 of this prospectus for additional information regarding underwriting compensation.

The underwriters may also exercise their overallotment option to purchase an additional 7,692,307 shares from us, at the initial public offering price,
less the underwriting discounts, for 30 days after the date of this prospectus.

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR
OTHER SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriters expect to deliver the shares against payment in New York, New York on
                    , 2018.

 Joint
Book-Running Managers

Morgan Stanley

Goldman Sachs & Co. LLC

BofA Merrill Lynch

 The date of this Prospectus is
                    , 2018.

 PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that may be
important to you and your investment decision. You should read the following summary, together with the more detailed information and financial statements appearing elsewhere in this prospectus. You should read this entire prospectus carefully,
including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Cautionary Note Regarding Forward-Looking Statements” sections and the consolidated and
pro forma financial information and the notes to those financial statements appearing elsewhere in this prospectus before making an investment decision to invest in our common stock.

Except as otherwise indicated or unless the context otherwise requires, all references in this prospectus to “on a pro forma
basis” refers to on a pro forma basis giving effect to the items described in “Selected Historical and Pro Forma Financial Data—Unaudited Pro Forma Combined Condensed Financial Information.”

Unless otherwise indicated, the information contained in this prospectus is as of the date set forth on the cover of this prospectus, is
based on an initial public offering of 51,282,051 shares of our common stock at a price of $19.50 per share, which is the midpoint of the price range set forth on the front cover of this prospectus, and assumes that the underwriters’
overallotment option is not exercised.

 Overview of the Company

We are an owner, acquirer and developer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure
destinations. Our national, geographically diverse portfolio consists of 20 market-leading properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas, two of the most iconic entertainment facilities on the Las Vegas Strip. Our
entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. Across more than 36 million square feet, our
well-maintained properties are located in nine states, contain nearly 14,000 hotel rooms and feature over 150 restaurants, bars and nightclubs. Our portfolio also includes approximately 37 acres of undeveloped land adjacent to the Strip that is
leased to Caesars, which we may look to monetize as appropriate. We also own and operate four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip. As a growth focused public
real estate company, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality.

In December 2017, we acquired from an affiliate of Caesars and then leased back the real estate assets of Harrah’s Las Vegas for
approximately $1.14 billion, and we simultaneously sold to Caesars approximately 18.4 acres of undeveloped land located behind the LINQ Hotel & Casino and Harrah’s Las Vegas for $73.6 million. Simultaneous with the
transaction, we entered into a new VICI PropCo credit facility, comprised of a $2.2 billion senior secured Term Loan B Facility and a $400 million senior secured Revolving Credit Facility, and we used the proceeds from the Term Loan B
Facility and drawings under the Revolving Credit Facility to refinance a portion of our outstanding long-term debt. See “—Recent Developments” below.

We believe we have a mutually beneficial relationship with Caesars, a leading owner and operator of gaming, entertainment and leisure
properties. Our long-term triple-net Lease Agreements with subsidiaries of Caesars provide us with a highly predictable revenue stream with embedded growth potential. We believe our geographic diversification
limits the effect of changes in any one market on our overall performance. We are focused on driving long-term total returns through managing assets and allocating capital diligently, maintaining a highly productive tenant base, capitalizing on
strategic development and redevelopment opportunities, and optimizing our capital structure to support opportunistic growth.

 1

 Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of the
Lease Agreements, which require Caesars to invest in our properties, and in line with its commitment to build guest loyalty, we anticipate Caesars will continue to make strategic value-enhancing investments in our properties over time, helping to
maintain their competitive position. In addition, given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions to augment growth.

We intend to elect and qualify to be taxed as a REIT for U.S. Federal income tax purposes commencing with our taxable year ending
December 31, 2017. We believe our election of REIT status combined with the income generation from the Lease Agreements will enhance our ability to make distributions to our stockholders, providing investors with current income as well as
long-term growth.

 We are one of the largest net lease REITs in the United States with $648.9 million and $862.5 million of
revenue, $439.1 million and $582.5 million of net income and $544.6 million and $724.0 million of Adjusted EBITDA for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively, in each
case on a pro forma basis. For a definition of Adjusted EBITDA and a reconciliation to net income, in each case on a pro forma basis, see “—Summary Pro Forma Financial Data.”

Overview of Caesars

 Caesars is a leading
owner and operator of gaming, entertainment and leisure properties. Caesars maintains a diverse brand portfolio with a wide range of options that appeal to a variety of gaming, travel and entertainment consumers. As of September 30, 2017 and
after giving effect to the sale of Harrah’s Las Vegas to us, Caesars operates 48 properties, consisting of 20 owned and operated properties, eight properties that it manages on behalf of third parties and 20 properties that it leases from us.
Caesars or CRC guarantee the lease payment obligations of the properties leased from us. Caesars has a market capitalization in excess of $9 billion as of the date of this prospectus.

For the year ended December 31, 2016, Caesars had net loss attributable to Caesars of approximately $3.6 billion and Adjusted EBITDA of
approximately $1.1 billion and CEOC had net income of approximately $337 million and Adjusted EBITDA of approximately $1.1 billion. For the twelve months ended September 30, 2017, Caesars had net loss attributable to Caesars of approximately
$3.0 billion and Adjusted EBITDA of approximately $1.1 billion and CEOC had net income of approximately $425 million and Adjusted EBITDA of approximately $1.1 billion.

We use Adjusted EBITDA of Caesars and CEOC to evaluate the capacity of Caesars and CEOC to meet their respective obligations under the
Formation Lease Agreements. Such information is not publicly available for the applicable tenant under the HLV Lease Agreement or its guarantor, CRC.

Please see Annex I for reconciliations of net income/(loss) of Caesars and CEOC to Adjusted EBITDA of Caesars and CEOC, respectively, all as
reported by Caesars in its publicly available filings with the SEC.

 Caesars has diverse sources of revenue, with revenues coming from
gaming, food and beverage, hotel operations and from other sources, including entertainment and retail. Caesars has invested significant resources in updating its hotels, with over 50% of its rooms being renovated during the past two years.
Caesars’ properties have been rewarded with 25 TripAdvisor Certificates of Excellence in 2017. Caesars’ pioneering Total Rewards® program is the gaming industry’s first, largest
and most preferred loyalty program. Additionally, Caesars’ entertainment offerings have made it the number three live entertainment promoter worldwide.

 2

 Under the terms of the Lease Agreements, the tenants are responsible for ongoing costs
relating to our properties thereunder, including property taxes, insurance, and maintenance and repair costs. Each Lease Agreement provides for a fixed base rent for the first seven years of the lease term, contributing to the expected stability of
rental revenue. In addition, each Lease Agreement contains a fixed annual rent escalator on the base rent equal to (a) with respect to the Lease Agreements other than the HLV Lease Agreement, the greater of 2% and the increase in the Consumer Price
Index commencing in the second year of the lease with respect to the CPLV Lease Agreement and in the sixth year of the lease with respect to the Non-CPLV Lease Agreement and the Joliet Lease Agreement, and
(b)(i) with respect to the HLV Lease Agreement, 1% commencing in the second year of the lease term and (ii) the greater of 2% and the increase in the Consumer Price Index commencing in the sixth lease year subject to such increase not
resulting in the EBITDAR to rent ratio being less than 1.6 to 1, in which event the increase will be such reduced percentage provided that such reduction shall not result in the base rent being less than the prior year’s rent. The Lease
Agreements provide

Mail Stop 3233
October 18, 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 September 28, 2017
File No. 000-55791

Dear Mr. Payne :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Edward J. Schneidman, Esq.
 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

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

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

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

CORRESP
1
filename1.htm

CORRESP

 300 North LaSalle Street

Chicago, IL 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

June 20, 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

    (Responding to Comments to Form 10-12G (File No. 000-55791) Originally Filed May 12, 2017)

 Ladies and Gentlemen:

 VICI
Properties Inc., a Maryland corporation (the “Company”), has today filed with the Securities and Exchange Commission a Registration Statement on Form 10-12G (the “Registration
Statement”). As discussed with Mr. Patel, the Registration Statement is filed in replacement of the Form 10-12G originally filed on May 12, 2017 (File
No. 000-55791), which the Company withdrew today solely for the purpose of starting a new 60-day period after which a Form 10 will otherwise automatically become
effective. It is currently the Company’s intention to request acceleration of effectiveness of the Registration Statement to coincide with the date of the Company’s emergence from Chapter 11. The Registration Statement reflects revisions
in response to the comments raised in the letter to the Company, dated June 8, 2017, from the staff of the Securities and Exchange Commission (the “Staff”), among other updates. 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 Registration Statement. For your convenience, paper copies of
the Registration Statement will be delivered to each member of the Staff referenced above, and those copies will be marked to show changes from the originally filed Form 10-12G. Capitalized terms used in this
letter but not otherwise defined have the meanings assigned to them in the Registration Statement.

 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

 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 until 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.

Response: The Company acknowledges the Staff’s comment and its obligation to file reports required by Section 13 of the
Securities Exchange Act of 1934 following the effectiveness of the Registration Statement. As discussed above, the Company has withdrawn the originally filed Form 10 and filed a new Form 10 for the purpose of starting a new 60-day period.

 Unaudited Pro Forma Condensed Combined Statement of Operations, 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.

 Response: The Company hereby
clarifies that pro forma operating expenses for the golf course properties for the year ended December 31, 2016, total $18.2 million as disclosed on page 68 of the Registration Statement. This amount is comprised of pro forma direct golf
course operating expenses of $13.7 million, pro forma golf course depreciation expense of $2.5 million and pro forma golf course general and administrative expenses of $2.0 million. The Company has clarified the disclosure on page 68
of the Registration Statement.

 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 assumptions used in
determining the valuation amounts for the fresh start adjustments.

 Response: In response to the
Staff’s comment, the Company has added disclosure to adjustment (d) on page 61 of the Registration Statement regarding the methods, factors and significant assumptions 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 supporting 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.

 U.S. Securities and Exchange Commission

 Page
 3

 Response: In determining the appropriate bifurcation of the lease agreements
between operating leases and direct financing leases, management evaluated the guidance in ASC 840-10-25-60, which provides
guidance on a lessor’s classification of a lease involving both land and buildings. The Company determined that under ASC
840-10-25-60(c), the Lease Agreements do not meet either the transfer of ownership criterion or the bargain purchase option
criterion. The Company then assessed, on a property-by-property basis, whether the fair value of the land is less than or greater than 25% of the total fair value of the
leased property at lease inception under ASC 840-10-25-63 and 66 to determine whether the lessor is required to consider the land
and buildings as a single unit or separately for purposes of applying the lease term criterion in ASC 840-10-25-1(c) and the
minimum lease payment criterion in ASC 840-10-25-1(d). The Company determined that, for two properties, the land component was
greater than 25% of the total fair value of the leased property and, as such, the land component for those properties should be treated separately.

The Company then assessed the criteria under ASC 840-10-25-1(c) and (d) and determined that all but one of the properties met the criteria under (c) and the remaining property (Caesars Palace Las Vegas) met the criteria under (d). The
Company then assessed whether the two criteria were met under ASC 840-10-25-42 and concluded that they were both met as
collectability of the minimum lease payments is reasonably predictable and no important uncertainties surround the amount of unreimbursable costs yet to be incurred by the lessor.

The Company then assessed the guidance under ASC 840-10-25-68 to determine whether the building element should be accounted for as a direct financing lease, a leveraged lease or an operating lease as appropriate under ASC 840-10-25-43. The Company determined that the building element did not meet the sales-type criteria under ASC 840-10-25-43(a) as there is no transfer of ownership. The Company determined that the building element met the criteria under ASC 840-10-25-43(b) as the lease meets both of the criteria in ASC 840-10-25-42, does not give rise to any manufacturer’s or dealer’s profit or loss to the lessor as the leases are recorded at fair value and does not meet the criteria to be recorded as a
leveraged lease as it does not involve three parties. As a result, the Company concluded that the building element should be accounted for as a direct financing lease.

The Company then assessed ASC
840-10-25-68 and concluded that the land element of the lease for the two properties where the land component was greater than
25% shall be accounted for as an operating lease.

 For illustrative purposes, with respect the CPLV Lease Agreement, the Company analyzed
the fair value of the land as a percentage of the total leased property in accordance with ASC 840-10-25-66 and determined that
the fair value of the land exceeded 25% of the fair value of the leased property. The Company therefore concluded that the building element should be accounted for separately for purposes of applying the lease-term criterion in ASC 840-10-25(c) and (d).

 U.S. Securities and Exchange Commission

 Page
 4

 The Company compared the lease term of 35 years to the remaining useful life of
the building element in accordance with ASC 840-10-25(c) and determined that the lease term is not equal to 75% or more of the estimated economic life of the
building element. The Company therefore concluded that this criterion was not met.

 The Company then compared the present value of the
minimum lease payments related to the building element as a percentage of fair value of the building element in accordance with ASC
840-10-25-1(d). The present value of the minimum lease payments exceeds 90% of the fair value of the building element and,
as a result, the Company concluded that this criterion was met.

 As a result of the above analysis, the Company concluded that the land
element of the lease should be accounted for separately as an operating lease and that the building element of the lease should be accounted for as a direct financing lease in accordance with ASC 840-10-25-68. The Company undertook a similar analysis for each of the non-CPLV properties.

Note 2 - Statement of Operations Pro Forma Adjustments, 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.

Response: In response to the Staff’s comment, the Company hereby provides the following details. The Company determined the
net investment related to direct financing leases (i.e., gross investment less unearned income) at lease inception on a property-by-property basis in accordance with ASC
840-30-30-11 and 13. The Company then calculated earned income from direct financing leases in accordance with ASC 840-30-35-23, whereby the lessor shall amortize the unearned income and initial direct costs to income over the lease term to produce a
constant periodic rate of return on the net investment in the lease.

 The contractual escalators on the rent per the Lease Agreements
results in a constant monthly periodic rate of return higher than it would be in the case of constant annual cash flows. Thus, in the early years of the leases, interest income under the direct financing lease method calculated on the lease
receivable exceeds the pro forma rent payments. This reverses in the later years of the lease term and results in the balance of the lease receivable equal to the salvage value of the leased assets at the end of the lease term. The Company believes
the length of the leases with CEOC LLC will extend to the full thirty-five year lease term, including all optional renewal periods.

 The
interest rate implicit in the CPLV Lease Agreement and the Non-CPLV Lease Agreements is 5.9% and 11.3%, respectively.

 U.S. Securities and Exchange Commission

 Page
 5

 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.

Response: In response to the Staff’s comment, the Company has added disclosure on pages 77 through 79 of the Registration
Statement to include more complete descriptions of the non-CPLV properties.

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.

 Response: In response to the Staff’s comment, the Company submits that property operating
metrics, such as occupancy and RevPAR, are not material to the lease payments to be received by the lessor under the Lease Agreements, particularly during the first eight years of the terms of the leases. The terms of the Company’s Lease
Agreements provide for increases or decreases in only a portion of the rent payments (30% for the Non-CPLV Lease Agreements and 20% for the CPLV Lease Agreement) based on revenues of the tenant beginning in
the eighth year of the lease term with the remaining portion of the rent payments continuing to be subject to an escalator based on the Consumer Price Index. At such time, although the Company anticipates that occupancy and RevPAR will continue to
not be material drivers of the rent payments, the Company will assess the materiality of changes in property operating metrics on changes to rent payments resulting from the revenue-based portion of the rent.

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.

 Response: In response to the
Staff’s comment, the Company has added disclosure on pages 82 through 85 of the Registration Statement.

 Item 10, Recent Sales of Unregistered
Securities, page 89

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

 U.S. Securities and Exchange Commission

 Page
 6

 Response: In response to the Staff’s comment, the Company has added
disclosure on page 94 of the Registration Statement.

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

Conversion, page 94

10.
We note your disclosure that each holder 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.

 Response: In response to the Staff’s comment, the Company has added
disclosure on page 99 of the Registration Statement.

 *  *  *

 U.S. Securities and Exchange Commission

 Page
 7

 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

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)