Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI Properties Fourth Quarter 2021 Earnings Conference Call. At this time all participants are in a listen-only mode. Please note that this conference call is being recorded today, February 24, 2022. I would now hand the conference over to Samantha Gallagher, General Counsel with VICI Properties.

Thank you, operator, and good morning. Everyone should have access to the company's fourth quarter 2021 earnings release and supplemental information. The release and supplemental information can be found in the Investors section of the VICI Properties' website at www.viciproperties.com. Some of our comments today will be forward-looking statements within the meaning of the Federal Securities laws. Forward-looking statements, which are usually identified by the use of words such as will, believe, expect, should, guidance, intend, outlook, projects or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. I refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition. During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website, in our fourth quarter 2021 earnings release and our supplemental information. For additional information with respect to non-GAAP measures of certain tenants and our counterparties described during the call, please refer to the respective company's public filings with the SEC. Hosting the call today, we have Ed Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; David Kieske, Chief Financial Officer; Gabe Wasserman, Chief Accounting Officer; and Danny Valoy, Vice President of Finance. Ed and team will provide some opening remarks, and then we will open the call to questions. With that, I'll turn the call over to Ed.

Thank you, Samantha, and good morning, everyone. Before I start, let me just say on behalf of VICI that our hearts very much go out this morning to the people of Ukraine. Today, I want to begin the call by addressing two topics: VICI's growth and total return over our first four years, and our closing of our Venetian acquisition and what it signifies about VICI and our asset class. I'll then turn the call over to John, who will talk about our ongoing growth initiatives; and to David, who will talk about our 2021 results and our financing activities. The year we just included 2021 constituted VICI's fourth full year of operations and growth. If measured from our emergence date in October 2017, a bit more than four years ago, we've accomplished following. We have announced $29 billion of acquisitions, establishing VICI as one of the most dynamic growth platforms in American REIT management. We have raised more than $12 billion of common equity, more than any other REIT in America over that period. Pro forma for our announced acquisitions, we will have grown our portfolio NOI by more than 4x. We have lowered our leverage from 8.5x adjusted EBITDA at emergence to 3.1x at the end of 2021, and moreover, transformed the right side of our balance sheet from entirely secured to substantially unsecured debt. And by transforming the magnitude and composition of our debt, we have put ourselves, we believe, on the cusp of investment-grade ratings. We've demonstrated the resilience of our assets and of our tenants through 100% on time [Audio Dip] to date. Most importantly, for VICI's stockholders, we generated from October 18, 2017, through December 31, 2021, a total return of 100.5%. This compares to the S&P 500 total return of 100.7% over that…

Thanks, Ed. Good morning everyone. 2021 sure was another successful and transformative year for VICI as we announced over $21 billion of transactions, solidifying our position as the number one experiential REIT in terms of acquisition volume, significantly increasing our scale and furthering our credibility as one of America's blue-chip REITs. As Ed said, we are very happy to announce that the acquisition of Venetian Las Vegas closed yesterday. And our acquisition of MGP remains on track to close in the first half of this year. Since we announced the acquisition of The Venetian, we witnessed cap rate compression in Las Vegas seemingly in real time, with City Center trading at a 5.5% cap rate and The Cosmopolitan at a 4.97% cap. Additionally, since our announced acquisition of MGP, regional cap rates have continued to compress, with Encore Boston Harbor, a large-scale, high-quality urban assets recently trading at a cap rate in the high 5s. We have been pounding the table about the quality of gaming real estate and its superior investment characteristics relative to many real estate asset classics – classes since our formation. We believe that in many ways, the most recent trading cap rates are directly applicable to the value of the assets in our portfolio. It is gratifying to see our thesis come to fruition. And we believe there is much more to come as gaming real estate becomes a mainstream real estate asset class. Upon closing our MGP transaction, we believe we will have a portfolio of assets with quality unmatched by any other leisure real estate portfolio. Our rental streams and underlying asset cash flow durability has proven through the – has been proven through the pandemic. We have tenant relationships with industry-leading operators who utilize extensive CRM capabilities to be engaged with the…

Great. Thanks, John. I want to start with our balance sheet. 2021 continued the relentless focus we have maintained over our four plus years of existence on ensuring that we have a capital structure designed to weather all cycles and provide the safety and protection our equity and credit partners deserve. This disciplined focus was rewarded during 2021 by: first, the depth of the support from the equity capital markets to derisk the equity funding for our $21 billion of announced acquisitions; and second, from the culmination of one of our most important objectives since emergence, and that is to finally transform our balance sheet into an unsecured borrower. As Ed mentioned, we believe we are on the cusp of achieving an investment-grade rating. To recap, as we look back at 2021, in March, we raised $2 billion of equity through a $69 million share forward sale agreement. In September, we raised $3.4 billion of equity through a 65 million share regular way offering and a 50 million share forward sale agreement. Raising $5.4 billion of equity is not something we take for granted, and we greatly appreciate the support of our equity holders to be able to derisk the equity funding and take advantage of two unique opportunities that presented themselves during the year. The September offering, in fact, was recognized by International Financing Review, or IFR, as the North America secondary equity issue of the year. We are thankful to our underwriters led by Morgan Stanley as well as a full syndicate of banks, for the support to be able to execute the largest common equity follow-on ever by a REIT. In September, we fully repaid our $2.1 billion secured term loan. This was a critical step on our path towards investment grade. Also in September, we announced…

Of course, thank you. [Operator Instructions] Our first question comes from RJ Milligan with Raymond James. RJ, your line is now open.

Good morning guys. I wanted to maybe ask a bigger picture question, Ed. What do you think of Realty Income's entry in the gaming asset class? What does that mean for VICI? Obviously, adds more competition. But you have a new operator embracing the sale-leaseback model. Pricing sort of implies that your stock is undervalued, but maybe lower cap rates hurt spread in the future. How do you think about those different puts and takes?

Yes. RJ, always good to chat with you. Net-net, it is unalloyed positive to have an institution of the quality and stature of Realty Income come in and validate our category. Realty Income goes back to 1969. They've built an amazing company. Samit has obviously continued to drive excellence at that company and drive very judicious allocation of capital, both categorically and geographically. So we've been saying, as John spoke of in his remarks, RJ, we've been saying since the beginning that this is an asset class that we believe is the next great institutionalization story in American commercial real estate. Well, institutionalization does not happen if institutions don't come into the category. And the more institutions to come into the category, the further institutionalized it is. There are puts and takes. You're absolutely right. When there's more competition, we have to work hard every single day to make sure that our cost of capital over the longer term, leaving aside the volatility we face in this current situation like this, but over time, we're improving the cost of capital on both an absolute and/or a relative basis at a velocity equal to the rate of cap rate compression. So again, net-net, we see it as very positive. And I think in this case, especially validating of regional assets, with the MGP transaction, we will be become the owners, the very proud owners of assets like National Harbor right on the Potomac River in D.C. We will become owners of the Borgata, of MGM Detroit, of Beau Rivage. These are assets that are absolutely in the same class as Encore Boston. And as John also alluded to in his remarks, if you look through the cap rate of Wynn Boston and what we are acquiring in MGP in terms of preeminent regional assets, we're obviously very happy with the revaluation that we believe our shareholders deserve.

Thanks for those comments. And then my second question is just, can you be a little bit more specific on the expected timing of the closing of the MGP transaction? And then maybe, David, what you're seeing out there in the debt markets and expected pricing for the debt that's going to be issued?

Samantha, you want to take timing and then David can talk financing?

Sure. Just on timing, I'll just mention that we do continue to work through the process with all the applicable jurisdictions and [indiscernible].

Thanks. RJ, as it relates to the debt markets, as I mentioned in my remarks, we've built a $2 billion hedge portfolio to start to minimize the volatility that we're witnessing, obviously, real time today. One of the aspects – a couple of the aspects that we have going forward is when we underwrote The Venetian as well as MGP, we underwrote that in the high-yield markets. And with the work that our team has done with the agencies and as we mentioned in our remarks, we feel very confident that we'll be issuing debt into the investment-grade market when we can do so and once we're positioned through regulatory approval, which Samantha just alluded to. So our underwriting remains in line with what we underwrote originally even with the uptick in rates. And obviously, today is a unique day with the volatility going out on in the markets. But for 10-year pricing, we're getting quotes in the high-100, low-200 over treasury for 10-year paper. So on a blended basis, we still feel good about our overall accretion and everything that we laid out for you back in August of last year.

Thanks a lot.

Thank you RJ.

Thank you RJ. Our next question comes from Wes Golladay with Baird. Wes, your line is now open.

Hey, good morning everyone. Could you talk about your appetite to buy more assets while MGP is still pending and you currently have a little bit higher cost of capital? I believe Caesars mentioned on their call that we were going to be looking to sell an asset over the near term.

Yes. I'll take the last part of that, and I'll turn it over to John in terms of our ongoing energy around growth activities. Yes, you did see Tom Reeg announced last week his intentions to bring an asset to market. And obviously, we will take full advantage of the opportunity we have to get that very full first look and to see what possible advantages the addition of another asset could have and the addition of other relationships. But I just want to emphasize the fact that given obviously, not only the volatility in the market, but what are the hallmarked practices of great capital allocators, as a good real estate capital allocator, you never want the answer to the question of why did you buy that to be, well, it was for sale, right? I want to focus on somebody who had a great adage, which is, spent every dollar of capital like it's the last one you have." So whatever the opportunities may be, we will only allocate capital if we feel versus our other alternatives, it is the best use of capital at a given time. And then in terms of our ongoing growth activities, I'll turn it over to John.

Yes. Good morning, Wes. As you know, these deals don't happen over the first month. So we're very active, continuing to talk to the operators on the gaming side as we had since we started the company. And we're spending, as I said in my remarks, quite a bit of time in what we call the hospitality or experiential space, sitting down with C-suite executives of certain companies in certain industries explaining how our capital could help them grow and we could be partners over time. So we're very active. And as Ed said, we'll be very prudent in the way that we put out our capital.

Okay. And then there is a strong bid for the regional assets. Would you entertain recycling assets, selling some assets if they're sees opportunity was something you like? Or would you look to lean in a little bit of leverage, maybe go over your, I guess, I think you mentioned, Dave, at 5.5% on the high end is where you want leverage. Would you be willing to take leverage a little higher than that? I guess how would you fund it if you were to find something?

David?

Yes. Wes, I mean, we're going to look at alternatives that are in front of us. As it relates to recycling assets, I mean, that's not – we have recycled an asset in Atlantic City, asset in Reno, we just in our release, we sold Louisiana Downs. So potentially, there could be that opportunity. There could be potential JV opportunities. You've obviously seen MGP joint venture, some assets in the past. And then the attractiveness of a REIT and the ability to issue OP units that we are doing directly to MGM, GLPI is doing that to Cordis. So there's other avenues of equity. As it relates to taking leverage up, we're pretty disciplined with our dialogue with the agencies of our goal. We've gotten a path to take leverage up to six times. When you take leverage up and that's just financial engineering to drive accretion, and that's something that we strive to do. So we'll stay within our guidepost. But I think there's other tools in the toolbox that we can bring to the table to, as John said, pursue opportunities that we're in dialogue with.

Okay. Thanks everyone for the time.

Thanks Wes.

Thank you Wes. Our next question comes from Greg McGinniss with Scotia Bank. Greg, your line is now open.

Hey, good morning. So just curious, it sounds like Realty Income was able to get kind of Boston Encore deal without any competing offers. So had you previously tried to acquire this asset? And any thoughts as to why Wynn did not run a bid process on that location? And I guess do you think you would have been competitive at the 5.9% cap with no CapEx minimums?

I'll turn it over to John in a moment, Greg. But you absolutely would have to ask Wynn why they did not run a process. Sumit Roy in Realty Income's earnings call yesterday, as you are implicitly referring to, clearly stated there was no process. And again, you're going to have to ask Wynn why did you not run a process. And above and beyond that, I don't know how much more we can or should say about the asset, given that we were not part of the process. But John, I'll hand it over to you to see what you might want to say.

I think we've already said it. Look, it's a great validation of the value of our real estate, right? I mean if you take National Harbor, there's an asset as good a quality, I'd even say it's better quality, right? And so the cap rate that's put on that asset really just the validation of what we've been talking about for four-years when we started this company.

Okay. And I guess just two follow-ups on kind of potential investments. So thinking about the partner property growth fund, how are you guys viewing the likelihood of those transactions occurring? Or maybe the potential to reach the $1 billion and separately $1.5 billion max amounts?

John?

Well, we're having active conversations with all our tenants about opportunities where they can use our capital to grow, we can gain incremental rent over time. I'm not a big guy who tells you, predicts what exactly we're going to do. But what I can tell you is this fund has been well received by our tenants. And I think there are some large projects, growth projects in the future that I believe will be a part of with our tenants. And it will be exciting to be – exciting to help them grow and be excited to help us grow.

Greg, I would just add in regard to our property – partner property growth fund is that when the projects achieve the needed return hurdle and of course, our investments will be contingent upon them, clearly demonstrating that they can achieve that hurdle, we are in extremely attractive source of capital for our partners based on the cost of our capital. Because when the given investments can achieve the necessary hurdles, the cost of our capital should not be compared only to the cost of the debt capital of our partners. It really, given that we can, in many cases, alleviate them, the need for them to put in any incremental equity, the cost of our capital should be compared not again to the cost of their debt capital, but to their weighted average cost of capital, inclusive of both equity and debt. And on that basis, we become, again, a very compelling source of low-cost capital.

Okay. I guess just the final piece of the pipeline. So you got this potential ROFR, which you guys said you'll be evaluating this whether or not that's within the portfolio. But also the [indiscernible] the Indiana, Caesars asset you can potentially call this year. Can you just remind us how the pricing is determined there and whether the ease investment is part impact your desire to get something done in the near-term?

John?

I'll let David talk a little bit about the structure. I'll talk about the assets. First of all, they're just great assets. They're big. They're growing. As you touched on, Caesars just rebranded the asset, one of the assets in Indianapolis to a horseshoe. They're investing large chunks of capital into both of the businesses there as table games was legalized at these casinos. And so these assets have not only grown under the Caesars' leadership, they will continue to grow as these assets get the capital and then stabilize. So we're continuing to watch it. We think these are going to be great additions to our portfolio. And then David can tell you a little bit how the deal was structured and how it would enter into our master lease. David?

Sure. Thanks, John. as you referenced, that put call started January 1 of this year. It runs to December 31, 2024. We can call those two assets at a 7.7% cap, or Tom and team can put them to us at an 8% cap. It's an LTM coverage ratio that was set at 1.3 times. Part of the reason we agreed to that within the broader funding of Eldorado acquisition at Caesars is that those assets will go into the regional master lease. And those are two very attractive assets, as John alluded to, and something that we'll assess how we sequence that into our growth and the cadence that we have internally with everything else going on over the period of time. But just given where cap rates have gone, we're very excited to potentially own those assets at some point here.

Let me just add in regard to the 1.3 coverage, as David spoke about, these will go into the regional master lease. But we got comfortable when Tom Reeg closed that coverage level to us a few years ago based upon our confidence that the new Caesars under Tom's leadership would achieve corporate profitability levels that give us very strong corporate rent coverage, making us comfortable with the 1.3. Well, needless to say, Tom's team have greatly exceeded our expectations in terms of the corporate profitability there and will achieve at Caesars. And thus, again, to re-stress the point, why in this case at the asset level we were willing to take on that asset level coverage given what is proving to be rather magnificent corporate level rent coverage, which is part of a corporate rent guarantee.

And I just want to add one thing to what David said that I don't want to make sure it's lost. We have the right to call this at a 7.7% cap. And there was a transaction that just happened in the regional markets for a 5.9% cap.

Okay. Thank you.

Thank you, Greg. Our next question comes from Barry Jonas with Truist. Barry, your line is now open.

Great. Thank you for taking my questions. You guys obviously have and will have the largest portfolio in gaming right now. I'm curious if there are any geographies or segments of the market you're less inclined to expand on at this point?

John?

I'll take that, Barry. I'll answer it more in there's areas of opportunity where we'd like to own real estate. If you think of the Las Vegas market, which I know, Barry, you follow closely, you look at the regional performers there, how well they've performed during before the pandemic and after the pandemic or as they were coming out of the pandemic. We don't own any real estate in Downtown Las Vegas. If you see how Circa has changed that market and the way people think about that market, Tillman and his team have done a great job there for years. So if there's an opportunity on real estate in the Downtown Las Vegas market, which is a big market. We don't own assets in Reno, Colorado, Rhode Island. We don't have Pittsburgh, like Charles, others. So there's still quite a few gaming markets that we don't own assets. And as we talked earlier, we've got a ROFRs here on another Las Vegas asset. So many opportunities for us. Haven't had opportunities where I'm saying I wouldn't go into, but I'm sure there's a few we feel like we've got enough real estate. But I really want to answer that where we see that there's continued opportunity.

That's really helpful. And then just as a follow-up, given the current macro environment we're seeing, I'm curious if that's impacted the timing or pace of any M&A discussions you may be having?

Barry, it's been a pretty wild four-years, right? I wouldn't bother naming the ball. But we had the interest rate kind of crack up of spring of 2018. We had December of 2018 which none of us hope we have to look through again anytime soon. We've obviously had March 2020. We have obviously learned to live and deal with volatility at VICI. And I think if taken one key lesson, it's that don't stop developing relationships in times of volatility because times of volatility will eventually come to an end. So to be honest with you, we just shut out the noise and we keep doing what we're doing. We obviously can't be heedless by any means of our cost of capital at any given time and have to take care to make sure we know where the money is going to come from and what the money is going to cost us. But again, I just want to re-emphasize the point that periods of volatility cannot be periods of dormancy in terms of our fundamental activity every single day, which is working to develop relationships, it will ultimately turn into deal flow.

That’s great. Thanks Ed. Thanks guys.

Thanks, Barry.

Thank you, Barry. Our next question comes from Daniel Adam with Loop Capital Markets. Daniel, your line is now open.

Hi. Thank you and good morning everyone. Just to follow up on Realty Income’s deal for Encore Boston. I'm curious whether you guys think this sub 6% cap rate marks a turning point or call it new normal, if you will, for regional asset valuations in general or whether you see that as more of a one-off just given the quality and location of Encore?

Yes. Daniel, always good to hear from you. I may have mentioned this on prior earnings calls, but one of the things I am struck by within gaming, generally in gaming real estate specifically, is we have not yet come up with a widely accepted hierarchy of quality classification, right? As many of you know, I used to work in the hotel sector, where there's a clearly accepted – well, there's a few clearly accepted hierarchies of quality, whether it's based on Star five, four, three, two so on and so forth, or whether it's luxury, upper upscale and so on and so forth. Well, that categorization does not yet exist in games. Really doesn't exist so much on the strip. And it definitely doesn't exist in regional. So if you were to try to impose a hierarchy of quality on regional gaming, there is a highest level of regional gaming asset quality that would include assets like Encore Boston, National Harbor, MGM Detroit Borgata, Beau Rivage, Caesars New Orleans, especially after the Caesars team puts in the capital that they're about to spend, Harrah's Atlantic City. There is this higher tier of assets, and Encore Boston has set a new benchmark cap rate for the highest tier regional assets. And usually, when the top category in an asset class establishes a new benchmark in terms of lower cap rates, there can and usually is a slip stream effect on the lower quality – lower categories of quality. So I guess maybe your implicit question, does Encore Boston create a slip stream not only for the highest end regional properties, which we will be the market leader in owning, but will it also create a upstream for other regional assets? And we believe it would because again, you look at the resiliency through COVID. If you look at the indispensability of the asset to the operator, you look at the barriers to entry, if you look at all of the classic real estate valuation metrics and frameworks, you have to concede these are really good assets, and they are woefully underpriced.

That makes a ton of sense. I appreciate that. And then just as a follow-up, I think in the prepared remarks, you mentioned evaluating deals outside of the U.S. Are there any markets in particular that you're focused on internationally?

David, do you want to take that?

Sure. Dan, nice to talk to you. I mean as we look outside the U.S., we look most simplistically what's readable and what is a good rule logo, obviously, good real estate, but good tax jurisdictions and things jurisdictions like Canada, Australia, Singapore, Japan, Europe, UK. Less – maybe less so gaming in the Europe, UK, just given the nature of the "boxes." But we talked about realty income here a lot going into gaming. They've obviously gone into Spain and Europe and other jurisdictions. You've seen other REITs like Simon go abroad. So there are opportunities that we're looking at and assessing across the globe. And as we continue to grow, we've got the infrastructure and the expertise to do so. And we look to continue to develop those opportunities and ultimately bring those sorts of opportunities into our portfolio over time.

Okay. Great. Thanks so much guys.

Thank you, Daniel.

Thanks Daniel. Our next question comes from Smedes Rose with Citi. Smedes, your line is now open.

It's Michael Bilerman here with Smedes. Ed, I wanted to come back to your opening comments and you spent some time talking about the last four years since emerging as a new public entity and the successes that you've had and the total return and the dividend growth, which has all been pretty strong. I wanted to get your sense of how you think about issuing equity in the future, just in the sense that if you were to break down the different periods of time in your total return, there clearly has been a little bit more of a lackluster performance since last summer, I think, driven in part by the overhangs that you've created with the equity issuances, but also the commitments that you have going forward and the fact that leverage levels are towards the higher end of where you want it to be. And then you look at the valuation of the company today relative to right before the pandemic, and it's actually widened relative to REITs as REITs have done a little bit better from that time frame point to point even though you've talked about all the positives that have occurred since pre-pandemic, including the fact that all your tenants pay rent, which no one thought going into any type of recession would have happened. So I want you to sort of step back and think about it more so over the recent time frame in terms of the performance and how you believe you're going to be able to drive outperformance from this point forward and how the sort of equity issuance ties into that.

Yes. Michael, it is a profound and extremely important question. It is one David and I especially have been wrestling with really going back to last fall, soon after we raised the equity for MGP, which we did use yesterday for The Venetian, but that's all because of the fungibility of cash. Yes, it's a profound question. And I would say that our strategy going forward, having done the transformative deals we've done, Venetian to a degree, but especially MGP is that having achieved the scale we've achieved, having in place some of the built-in growth elements that we do have, we really want to begin to develop more of a flow model. We want gaming and nongaming to achieve the cadence of deal flow that is both more sustained, simple. And accordingly, we want our fundraising activities to be, frankly, less gargantuan. You are absolutely right. It's been a slog since, well, especially since late summer. We actually won in late summer was pretty much the week of Labor Day, things will earn and then that happened to be we raised the equity for MGP. And we're glad we did it when we did Michael, and we do thank the Citi team for their help in doing so. And we realized that, that sheer amount of equity, $5.5 billion in 2021 did have a weighty effect on the performance of our stock. And we really appreciate the patience of our shareholders. We were very pleased to see the [indiscernible] how steady our core shareholders remain through the turbulence of Q4. And we're hopeful that, that is still prove to be the case here in Q1. Going forward, we do want to create a business model that is sustained and sustainable and lessens on these kinds of gargantuan equity raises. I hope that gets to the core of the question you were asking.

Yes. And I think taking a step further. It still feels as though there is some level of overhang on the shares. Given all the positives and the accretive nature of the transactions that you've done, right, estimates have been moving up, yet the multiple has been contracting. And so I think that there's certainly amount of nervousness about a next gargantuan raise a, to finally deal with the funding of closing MGP, but also these other types of transactions, whether they be the ROFR. And I think that there's just this tension in the marketplace. And so that's where I was trying to get at is where your heads at now in terms of eliminating this overhang that appears to be on your shares? And maybe you need another potential to raise before you get into this more normal pace, and that's what I'm just trying to I don't know where your heads at in terms of financing this level of growth given this commitment to get to investment-grade as well.

Yes. So just to be clear, we do not need to raise any further equity for MGP. We have raised all the equity we need. We will be raising only debt. We will obviously have a share exchange on a fixed exchange ratio with the MGP shareholders, including MGM. So there's no equity further needs for MGP. And when it comes to a ROFR or any other opportunity, again, just to re-emphasize the point, we're very mindful of the fact that we need to consider every possible way of funding such opportunities if and only if they're compellingly accretive for our shareholders. And it will be our bias to not have to raise our grants to an amount of equity because we're very conscious of the fact that we need to give our shareholders understood broadly a chance to realize that revaluation that they deserve, and it will be easier to achieve if we do not go out into the market and raise a little ton of equity to use the technical term.

So are you having those discussions today in terms of joint ventures or selling incremental land parcels or assets outright to put yourself in a funding position so that when a pitch comes down, you're already been funded, getting to this point where you almost go below your target leverage levels and sort of eliminate that as an overhang?

Yes. We are looking at all those things. And maybe I'll just turn it over to David quickly, and he can talk about the way in which we are going to very strategically use the amount of retained cash that we will be building up given our payout ratio, David?

Yes. Thanks, Ed and Michael, always good to talk to you. I mean even just taking a step back when we went into the MGP transaction in June, July, August, we assessed all options around how do navigate what is ultimately a significant capital raise, I mean, $3.4 billion of equity. And that's something we took lightly and something that we had a lot of other levers that we could have potentially pulled, and we were able to obviously execute that with everybody's help. But as we closed MGP here, and Samantha said the first half of the year and then is moving along very well, you get to kind of a run rate of roughly $2 billion of AFFO – feedback, take 75% of that out for dividends, you've got roughly $500 million of free cash flow. And that is true free cash flow. As you know, we have no CapEx. We have our G&A is our G&A. There's not a lot of other items that need to come out of that free cash flow. So if you lever that 2:1, that's $1 billion of buying power that we have internally to continue to deliver the growth that we've delivered since day one.

Great. And then just second topic just in terms of Encore and the Wynn. How do you it obviously was a negotiated transaction between Wynn and Realty Income? I think when you look in to Wynn's peak, you obviously hear the desire of them to have negotiated items that were very important to their enterprise. And obviously, Realty Income had to get what they want to get out of it. As you think about these leases, obviously, the Encore didn't have a CapEx requirement. It had bumps that were below 2% for the first 10 years. How do you think about the structure of that transaction, put aside the pricing because you've made your comments that you thought it validated and was rich from that perspective, setting a new mark for these regional assets. But how do you think about the individual key terms? And what are the critical factors for you as you continue to grow in gaming real estate?

Yes. Michael, I think Realty Income and VICI are fairly different companies running different kinds of rent roles, running different kinds of risks. I think I saw in Samit's [ph] remarks that their weighted average lease term at this point is 14 years. Ours is 43.5 years. So given that delta in just, for example, weighted average lease terms, things that report to us like the magnitude of rent escalation, like the magnitude of CapEx, maybe more important to us than to Samit were Wynn will represent – I think Encore will represent 3% of its rent rule. I think we both have different levers. We both have – we both run different profiles. So what would be really important to us, maybe it's not important to him.

Yes. And that's what I was just trying to get at, whether you're sort of non-negotiables in terms of when you go into these, what you're willing to accept and what you're not? It sounds like the CapEx side and a certain sort of growth rate given the longer lease duration are important variables for you. Is there anything else? Obviously, corporate coverage here was north of 2x, and that should grow given the performance of the asset. Just what are the other variables that are critical for you as you continue to embark down this road?

Well, obviously one right now that's very, very critical is some measure of CPI protection. And correct me if I'm wrong, but once we achieve CPI protection in our MGM lease, and Danny step in Europe of getting this call, 90% will have BPI protection built into it. And needless to say, we've always thought that to be important, Michael. But it feels really much more important right now than it did 1 year or two ago. I'm sorry, Michael, that broke up.

You said you had a cap on that though, don't you? There's a limit to that inflation protection?

We do in some leases. We don't in others. The Caesars leases are uncapped, which is why we posted a 5.0-odd percent rent increase on November 1 out of the Caesars Las Vegas lease.

Okay. All right. Thanks guys. See you in a week half.

Yes indeed. Looking forward to it. Operator, we will take one more question.

Okay. Our next question comes from Todd Thomas with KeyBanc. Todd, your line is now open.

Hi, thanks. Good morning. Yes. Hi. Good morning. I appreciate the comments around the timing of the closing, being on track for the first half of the year with regards to MGP. But what are the primary hurdles to closing that remain? And then David, your understanding of the timing to achieve an investment-grade rating, what's the time line look there?

David, why don't you start with the time line and maybe Samantha step in with further process on MGP? David?

Yes, happy to. Good to talk to you, Todd. Look, we're in regular dialogue with the agencies. We started talking to them end of June, July of last year. And if it's not every other day, it's weekly or biweekly that we connect with the agencies to give them updates along the way. We updated them on the revolving credit facility. We updated them on the closing of the – or the consent solicitation of the shareholder votes. We've updated them on the closing of The Venetian yesterday. And they are waiting on final approvals, which Samantha can talk about. But they want a little bit of certainty that it's going to close. And we have no concerns that it will close, but the agencies just want to kind of be having a little bit more clarity around that. So it's a little bit of a chicken and the egg. But the body language of signals and everything that we've gotten is that it's all moving towards that date. The issue is none of us really know what that date is. And so with that, Samantha, I'll turn it over to you.

Yes. Thanks, David. I think just as we get into hurdles, not surprisingly, we won't speak about individual processes with the applicable jurisdictions. But we do continue to work through all jurisdictions. And again, I just want to reiterate that we remain confident in the first half closing.

Okay. Sorry, just to make it a little bit more clear. I mean we do believe that once we get the approvals finalized, the agencies will be in a position to act quickly. And then once we go to the debt markets after that approval, we will be launching with the upgraded rating.

Okay. Got it. And then regarding the future capital raising initiatives, the $4.4 billion of permanent debt that you expect to raise, can you just remind us we're you expect to be on leverage on a net debt-to-EBITDA basis pro forma the closing? And also to the extent that – sorry, but just also to the extent that a Caesars asset or something else does present itself in the near term, do you have capacity to execute on something ahead of obtaining an investment-grade rating and closing MGP? Or should we assume that until that transaction closes, that there will not be any potential investment activity?

Let's start with the pro forma leverage for The Venetian and for the MGP transaction. That will be – on a net debt-to-EBITDA basis, our run rate is 5.8x net debt to EBITDA. And that's inside of the 6x. Specifically, S&P has targeted. That would give them confidence in upgrading us. As it relates to the funding or timing around a potential ROFR or other opportunities, I mean, that goes back to the dialogue that we've been having around. We will assess every option if the opportunity transaction that we're underwriting makes sense and is accretive for our shareholders. So it's not an either/or. And we've got the team and the capability to do potentially do both.

Okay. All right. Thank you.

At this time, I will now pass the conference back over to Edward Pitoniak of VICI. Ed?

Thank you, Amber. And in closing, we want to thank all of you for your engagement with us this morning. As you can tell, we're very excited about our present situation, our near-term opportunities and our long-term prospects. And we look forward to chatting with you again when we report our first quarter results. Thank you, everyone. Bye for now.

That concludes VICI Properties quarter one [ph] 2021 conference call. Thank you for your participation. You may now disconnect your lines.