VICI Properties Inc. (NYSE:VICI) Q2 2024 Earnings Call Transcript

VICI Properties Inc. (NYSE:VICI) Q2 2024 Earnings Call Transcript August 1, 2024

Operator: Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI Properties’ Second Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] Please note that this conference call is being recorded today. August 1, 2024. [Operator Instructions] I will now hand you over to Samantha Gallagher, General Counsel with VICI Properties. Samantha, please go ahead.

Samantha Gallagher: Thank you, operator, and good morning. Everyone should have access to the company’s second quarter 2024 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, intends, 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 conditions. 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, and our second quarter 2024 earnings release or supplemental information and filings with the SEC. For additional information with respect to non-GAAP measures of certain tenants and our counterparties discussed on this 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 Laurie McCluskey, Senior President of Capital Markets. Ed and team will provide some opening remarks, and then we’ll open the call to questions. With that, I’ll turn the call over to Ed.

Ed Pitoniak: Thank you, Samantha. Good morning, everyone. As you may have figured out by now, I enjoyed putting my thoughts together for VICI’s earnings call. I try to share through these opening remarks, not only what we’ve done, but what we’re observing and learning from the marketplace. I may not always succeed in sharing anything genuinely fresh, but at the very least, I don’t want my opening remarks to become repetitive. When I began putting these thoughts together in early July, the risk of repetitive remarks was high given that, until a couple of weeks ago, for REITs generally and net lease REIT specifically, not a lot had changed since last quarter’s earnings call when I spoke of the big tech investing party that we REITs hadn’t been invited to.

In Bank of America’s most recent fund manager survey, Michael Hart net showed that fund managers were underweight real estate at a level equal to and not being since the great — the depth of the great financial crisis. Then came a welcome CPI print and REITs have begun to come back that we believe can endure. Before you hear from John and David, and before we field your questions, let me say a few words about the principles that guide us in a REIT marketplace like the ones we’ve been living through for a while now. We start by asking ourselves is what we’re going through, whether for all REITs generally or net lease REIT specifically, cyclical or secular in nature. There are REIT sectors that have secular issues right now. Office is an obvious example of a sector with negative secular trends.

Data centers is the obvious sector with positive secular trends. We strongly believe that experiential real estate is another real estate category with positive secular trends as evidenced by research recently published by McKinsey showing that indexed back to 1959, the share of consumer discretionary income spent on experiences has grown to an index level of nearly 160, while the share of consumer discretionary income spent on things has shrunk to less than 75. Capitalizing on positive secular trends is fun, addressing negative secular trends, not so much. Positive cycles for REITs are fun, negative cycles for our specific REIT sector not so much. But it’s always key to remember that cycles begin and cycles end, almost always driven by factors that are beyond the control of a REIT management team and Board.

In a period of lagging stock performance, driven by cyclical factors, it can be tempting for REIT management teams and boards to start deviating from the REIT’s long-term goals and strategies in hopes that the deviation can somehow overcome the cycle. At VICI, we strive very hard not to deviate. Here’s the strategic principle we strive to stay true to in all cycles. We dedicate ourselves to investing in experiential buildings that meet these three fundamental quality factors. Location quality, in other words, well located in markets that have sound fundamental demographics and economics. Asset quality, meaning designed and built to serve the distinct needs of experiential businesses that have high economic dynamism and economic durability. Operator quality, meaning occupied by an experiential operator that has high economic energy, ingenuity and expertise, and a strong balance sheet and credit profile.

With every investment we make, we, of course, seek accretion as measured in AFFO per share. But that is not the only accretion we seek and measure. With every investment opportunity we evaluate, in addition to AFFO accretion, we ask, is a given investment opportunity accretive to asset quality. Is a given investment accretive to tenant diversity and tenant quality? Is a given investment accretive to geographic and potentially categorical diversity and quality? Finally, can it give an investment be accretive to balance sheet quality and, potentially, our credit ratings? We have not and will not grow for growth’s sake, if that growth doesn’t continuously improve the quality and intrinsic value of our portfolio and balance sheet. We will not, as some of our net lease peers do, tell you we spend x hundreds of millions of dollars and y percentage cap rate to generate z dollars of new rent, but then never tell you into what we invested that amount of money.

We will tell you what we invest in so that you can know what you own. The very good news is that our business development team, led by John Payne, is identifying and developing opportunities to meet our broader accretion criteria. And with that, I’ll turn the call over to John. John?

John Payne: Thanks, Ed, and good morning to everyone. We acted on the investment criteria Ed just spoke of when, in the second quarter, we made capital commitments of up to $950 million in the highly differentiated experiential buildings that have indispensable value to their occupants, namely the Venetian and a collection of Great Wolf Resorts. These are investments that live up to our quality criteria, and at the same time, the $650 million firmly committed to those investments will generate a blended investment yield of 7.9%. Our conviction that we can continue to identify and invest in experiential properties that are accretive against multiple quality factors is a key reason that we have decided that we will not be exercising our call right to acquire Harrah’s Hoosier Park in Horseshoe, Indianapolis.

We can and are making this decision because of our confidence and conviction that we are actively identifying and pursuing investment opportunities that enable us to generate future AFFO growth and accretion, while furthering the strength and diversity of our portfolio and tenant roster. At this time, we believe that we have the opportunity to create greater portfolio value by allocating VICI’s capital to other gaming and nongaming opportunities the team is actively pursuing. This is an approach that we believe will produce 2024 AFFO [Indiscernible], bit higher in our net lease category. And with our newly [Indiscernible], we’re in 2024 growth 2% at the midpoint is nearly 3 times the 2024 AFFO per growth rate guided into last week by our one gaming REIT peer.

The factor that continues to accrue to our overall portfolio quality and structured tenant credit is the success of the dynamic city of Las Vegas, where VICI collects 45% of our rent from assets that we own. Over the years, I’ve cited on record-breaking [Indiscernible] in the first half of 2024. Harry Read International Airport had back-to-back record months reporting 5.1 million passengers arriving and parting in June. June was the third best month ever. Trailing May, the second best month ever. And October of 2023 was the best month ever. In May, international visitation of Vegas also jumped 23% year-over-year. And in June, it was reported that city officials are contemplating adding a second airport to Las Vegas, with executives from Southwest Airlines stating and I quote, “It feels like any flight we add in a Vegas gets filled.

It’s almost this insatiable appetite for people wanting to come and see Vegas.” Our Las Vegas tenants continue to benefit from this momentum as evidenced by our up to $700 million capital investment to fund extensive reinvestment projects at the Venetian in exchange for increased rent. The size and the success of our gaming properties allows us a unique opportunity to put large dollars to work into assets we already own. There continues to be a variety of opportunities on the horizon [Indiscernible] to the growth of our portfolio. Casino gaming assets continue to present the largest opportunity, both domestically and internationally, inclusive of investment opportunities into the casino resort properties we already own. The magnitude and consistency of gaming cash flows and the creativity of our gaming tenants continue to drive conviction in this section, and have set the blueprint REIT to extend our TAM and other experiential sectors.

I now will turn the call over to David, who will discuss our financial results and guidance. David?

David Kieske: Thanks, John. Based on balance sheet, liquidity, results and our updated full year guidance, which we are very excited about. As we work on the right side of the balance sheet, we are constantly focusing on VICI’s balance sheet quality, bringing our leverage further down within our range of 5 times to 5.5 times, diligently working with the rating agencies to improve our credit ratings over time and ultimately lowering our cost of capital, balancing the right long-term leverage for the company, all while ensuring we have the dry powder to continue to fund accretive growth for our owners. In terms of dry powder, as of today, we have approximately $3.2 billion in total liquidity, comprised of $347 million in cash and cash equivalents, $566 million of estimated proceeds available under our outstanding cohorts and $2.3 billion of availability under our revolving credit facility.

In addition, our revolving credit facility has an accordion option, allowing us to request additional lender commitments of up to $1 billion. Subsequent to quarter end, we sold 4 million shares and received approximately $115 million under our forward sale agreements. These proceeds were used to partially fund the Venetian capital investment John mentioned earlier. In terms of leverage, our total debt is currently $17.1 billion. Our net debt to annualized second quarter adjusted EBITDA, excluding the impact of unsettled foreign equity is approximately 4.4 times — excuse me, 5.4 times, within our target leverage range of 5 times to 5.5 times. We have a weighted average interest rate of 4.36%, taking into counter hedge portfolio at a weighted average 6.6 years to maturity.

Touching on the income statement, AFFO per share was $0.57 for the quarter, an increase of 5.9% compared to $0.54 for the quarter ended June 30, 2023. We are very proud to deliver this continued consistent growth to our owners. Our results once again highlight our highly efficient triple-net model given the increase in adjusted EBITDA as a proportion of the corresponding increase in revenue. Our margins continue to run strong in the high 90% range when eliminating noncash items, and we have the highest net income margin in the S&P 500 as noted in an article published by Barron’s during the month of July. Our G&A was $15.8 million for the quarter, and as a percentage of total revenues, it was only 1.6%. This continues to be one of the lowest ratios in not only the triple-net sector, but across all REITs. Turning to guidance.

We are raising our AFFO guidance for 2024 in both absolute dollars as well as on a per share basis. AFFO for the year ending December 31, 2024, is expected to now be between $2.35 billion and $2.37 billion, or between $2.24 and $2.26 per diluted common share. Based on the midpoint of our updated guidance range, VICI expects to deliver year-over-year AFFO per share growth of 4.7%. As a reminder, our guidance does not include the impact on operating results from any transactions that have not closed, interest from any loans that do not yet have final draw schedules, possible future acquisitions or dispositions, capital markets activity or other nonrecurring transactions or items. And as we have mentioned in the past, we reported noncash CECL allowance on a quarterly basis which was its inherent unpredictability leaves us enable forecast net income and FFO with accuracy.

Accordingly, our guidance is AFFO focused as we believe AFFO represents the best way of productivity on our equity investments and evaluating our financial performance and ability to pay dividends. With that, operator, please open the line for questions.

Q&A Session

Operator: [Operator Instructions] And our first question comes from Caitlin Burrows from Goldman Sachs.

Caitlin Burrows: Well, thanks for the update on the plans to not execute options that you have this year. I guess just as you think bigger picture, on deals you might do going forward and the options that you might create, does the way that this one ended up kind of working out or turning out, and your decision-making process have any impact on, I guess, how you structure options in the future, what the details might be, how far in advance they are? Anything like that.

Ed Pitoniak: John or David, do you want to take a first crack at that in terms of how we think about options going forward?

John Payne: Yes, it’s a very good question. I do think it’s important. I heard my comments were broken also a little bit. But it is important to understand that this was a strategic decision really based on capital allocation and portfolio management at this time. We have great conviction with opportunities that are in front of us that will further our tenant and geographical and category diversity. And as we continue to look at opportunities and we negotiate put calls or renegotiate [Indiscernible], we’ll think about the length of those and the appropriate times of those. Again, it’s important to understand that we have great conviction to continue to grow the business around the world.

Caitlin Burrows: And just as a follow-up on that geographic diversity point, I noticed the prepared remarks also mentioned international potential opportunities. So just wondering if you comment further on kind of what sort of international opportunities for this side type of you think could come up over the medium term or where?

Ed Pitoniak: John?

John Payne: Yes. Another good question. We have been busy traveling, not only domestically, but internationally. And I think on other calls, we’ve talked about countries that we’ve been studying. We’ve spent some time in Australia, in New Zealand. We’ve spent some time in Europe and the U.K. and other parts of the world where it makes sense and our capital can work. I don’t have anything to announce now obviously, but we see opportunities to continue to diversify not only in location, but with new tenants as well.

Operator: And our next question comes from Barry Jonas from Truist Securities.

Barry Jonas: As you look at that international opportunity set, just curious how that’s split between gaming and non-gaming?

Ed Pitoniak: John, do you want to take that once again?

John Payne: It seems like I am answering the first three questions today, Barry, but it’s all good. I’m not sure we’ll have the exact percentage of what’s going to come in gaming and non-gaming. But I think you can imagine when we travel around the world, we spend time in countries with legalized gaming and understanding the real estate of those assets, while at the same time meeting with experiential operators. In my remarks, and I’ve said this for the past 7 years, the greatest opportunity we see is still in casino gaming, both domestically and internationally. But we do spend time with operators in both the experiential sectors in gaming when we travel around the world.

Ed Pitoniak: And Barry, I’ll just add that — Barry, I’ll just add that pretty much by definition and by logic, the dollar percentage will always tend — whether domestically or internationally, the dollar percentage will very much favor gaming investment given the magnitude of the assets and the capital required to acquire them.

Barry Jonas: And then just as a follow-up, seriously how you’re thinking about your strip land and just development these days. You obviously owned several acres on the strip and office strip, and then your -tenant caesars is now talking about maybe selling some noncore assets, which I presume include land.

Ed Pitoniak: Yes. So Barry we — as John talked about in his opening remarks, we are just great believers in the Las Vegas ecosystem, which is obviously got ganing at its center. But as we see with really almost each passing quarter, the amount of innovation that’s going on in terms of the broadening and deepening of Las Vegas experiences truly makes it like no other place on earth. We obviously have a lot of exposure to Las Vegas right now as a percentage of our annual base rent. But we would — we are and we will be very comfortable and continuing to invest incremental capital, much the way we did with the Venetian investment in Las Vegas, because it is, is truly one of a kind destination in the world. And that has implications, obviously, for putting incremental money into the assets we already own, with the Venetian, with our Caesar asset, and especially, obviously, given magnitude of MGM assets we own, particularly at the South end of the strip that’s seeing more and more demand drivers.

And then in addition to that, as you alluded to, we do have a vacant land that, over the coming years and decades, obviously represents further potential to invest capital and broaden and deepen our exposure to Las Vegas.

Operator: Our next question comes from Wes Golladay from Baird.

Wes Golladay: I know you target full cycle investments with high-quality partners, but there has been some pockets of weakness in the consumer. Has this led you to change how you’re looking at the current acquisition pipeline?

Ed Pitoniak: Yes. It’s a very good question, Wes. And obviously, whether it’s the McDonald’s earnings report or other earnings reports, you are starting to hear about weakness, especially in the lower end consumer. And even recently, there’s been some talk among gaming operators about seeing some weakness on — at the lower end in the regionals. I would not say at this point it’s yet affected how we are thinking about our investments going forward. We focusing on the categories of experiences that we do, focusing generally on middle to higher end, it hasn’t caused concern for us yet. Especially when, of course, you take in the existential fact that we as a net lease asset owner are not exposed to the variability quarter-by-quarter in consumer spending.

Wes Golladay: And then you do have a highly predictable business model, but you have the Caesars lease coming up in November. It does have a variable component. That’s a little bit harder to model. Could you maybe put some goalposts on that, how we should think of that?

Ed Pitoniak: David?

David Kieske: Yes. Thanks, Wes. It is a good question. We’re entering lease year 8 with Caesars. Hard to believe it’s — we’re getting the lease year 8. So it seems like yesterday we started this company. But November 1 will be the start of that year and there does — start of that lease year and there does become a variable component and a base component. And we are — the way that the calculation runs for the Vegas lease, 80% is based, 20% is variable for the regional lease, it’s 70% based and 30% variable. It’s based on a comparison of net revenues for years 5 through 7 versus year 0 through 1. We are still collecting the data of Caesars because the calculation period actually runs through September of 2024. But based on what we’re seeing, it should be relatively neutral to no impact to our escalation in November 1, 2024.

Operator: Our next question comes from John DeCree from CBRE?

John DeCree: Maybe one on your decision today to say that you’re not going to move forward with Centaur. So I thought you may have had until the end of the year to make a decision, and so we certainly can appreciate being decisive and looking at your pipeline. But curious if you could talk a little bit about why make that announcement today with still maybe several months ahead to consider that?

Ed Pitoniak: Yes. No, it’s a very, very good question, John. The reason we decided to announce this today is that the strategic factors that went into making our decision are of a nature that they were not going to change over the ensuing, whatever it is now left in the year, 5 months of the year. And so in fairness, obviously, to our partners at Caesars, but also recognizing our need to always be as ruthlessly efficient as we can be with return on management time, we decided — again, because the strategic decision factors will not change in the next 5 months, decided to announce it today. So that everyone can understand, our team can understand, Caesars can understand, you all can understand that we will not be calling it, and none of us have to spend time wondering if and when wee might between now and the very end at the end of the year.

John DeCree: And that’s probably but the last question from us get us on Centaur, although there’s been many over the last 8 months or so. So I appreciate that. Maybe bigger picture, in terms of underwriting gaming assets today, so a lot has happened. We’ve talked about some of consumer trends. We’ve looked at where some recent deals have gone out. And just kind of curious if your — any updated thoughts on how you think about full 4-wall coverage kind of cap rates in the gaming space now. There’s a little bit more strict in how you think about 4-wall coverage and kind of where you think cap rates are going. And I know kind of every asset and transaction is a little different, but just high level, would be good to kind of get any kind of thinking on broad strokes.

Ed Pitoniak: Yes. Yes. So I think our starting point, John, is that we always want our capital investments to pass the test of if this was our last dollar capital, would this be the highest and best use of that capital. And as we have engaged in the continuous learning given at the heart of our creation of VICI is both a company and a culture, I think very much to the point of the question you’re asking, we continue to refine our thinking on what will drive the strongest, continuous improvement in our access to and our cost of capital. And that really guides our decision-making in many different forms, including, obviously, tenant diversity, geographic diversity, tenant credit quality, strength of tenant balance sheet and, very much to your point, rent coverage.

So as we look at that, that mosaic factors, we — again, we feel very good about the discipline we’ve developed around capital allocation. And the degree to which it can, again, just to stress the point, lead ultimately to strongest comparative cost of capital advantage over the long term.

Operator: Our next question comes from Nick Joseph from Citi.

Nick Joseph: Maybe just following up on the [Indiscernible] question. Is this deal fully bedded? And I guess would — is there any chance that the assets are put to you? Or is that all put to that as well?

Ed Pitoniak: John?

John Payne: The way the contract reads, you are correct, that the assets could be put to us. But Tom Reeg at Caesars, I think, has been very vocal about this, at least over the past year, that they had no plans to put these two assets to us. But the contract does last until the end of the year, as we spoke about earlier today.

Nick Joseph: And then just as we look to November, I’m just curious if there’s any legislative issues on any ballots that you’re watching that could be important for regional gaming.

Ed Pitoniak: John?

John Payne: We all take that — yes, I’ll take that, Ed. We continue to look not only, I think you mentioned regional gaming, but I think we’re looking all over the world where there are changes happening to the good, and I guess it could be to the bad, but where are there going to be opportunities to deploy capital with new tenants and new locations, possibly in new categories. And there are some places around the world that are going through quite a bit of change that we’re better understanding. We’ll continue to watch opportunities in the United States as well. Every year, I think you know the state of Texas and the state of Georgia, state of Kentucky often come out with some form of gaming. And then obviously, with online sports betting, which is spread across the United States, there will be other states that think about that.

And usually, in some deals, they talk about the bricks-and-mortar casinos. So not specifically, but we stay in touch to see if there ultimately will be some opportunities for us to invest. And then I’ll finally say, we continue to monitor New York, where that process continues to proceed into 2025. And we’ll have a better understanding when 3 licenses will be awarded and to whom they are awarded.

Ed Pitoniak: Nick, I would just add that — Nick, I’ll just add that we obviously do monitor continuous — continuing legislative change and, in many cases, the associated emergence of new supply across American regional gaming. And I do think we obviously need to take care, as capital allocators, that as we allocate capital into regional gaming assets, which we will continue to do. They were doing so aware of the supply-demand trends on a mark-to-market basis. Because in regional gaming, catchment areas for regional gaming, obviously tend to be more confined than we would find in Las Vegas, because the catchment area for Las Vegas is global. As John said in his opening remarks, international travel to Vegas has rebounded stronger than any place else in the U.S., probably one of the strongest international travel rebounds around the world.

And so while new supply will come to Las Vegas, it will come into a market whose catchment area, again, is global. And we obviously need to be mindful in regional areas that the catchment areas are somewhat infinite, and we need to weigh our capital allocation decisions based upon supply/demand trends on a highly localized basis.

Operator: And the next question comes from Haendel St. Juste from Mizuho.

Ravi Vaidya: This is Ravi Vaidya on the line for Haendel. Just had a couple of quick follow-ups here on the Indiana assets. Was the cap rate not attractive enough in the current rate environment? And did the emergence of Bala Chicago coming up the next 5 years’ payroll as it could possibly impact casino operations throughout the midwest?

Ed Pitoniak: Yes. I’ll let John take the second part of that. On the first part, the cap rate is perfectly fine cap rate. As we look across our array of investment opportunities and as we contemplated potentially investing more than $2 billion of capital or close to 5% of our total capital, we, again, wanted to be relentless in our scrutiny as what would this be the highest and best use of our capital both on a cap rate basis and the associated accretion, but also on the key, if you will, nonfinancial accretion factors of tenant diversity, geographic diversity and those secondary factors. So the cap rate by itself was not the gaining issue. And then I will turn it over to John for his thoughts on midwestern gaming.

John Payne: Yes. The question about will the facility that ultimately is built in downtown Chicago will impact the Indianapolis to casinos, the answer is now on that. To Ed’s comments earlier about where consumers go to regional gaming and how far do they drive, the Indianapolis market is considerably far away from downtown Chicago. In fact, there’s many other casinos between Indianapolis and Chicago that consumers can choose from as well. So that was not a factor in our decision to not call the to Indianapolis asset.

Ravi Vaidya: How large do you forecast the experiential credit solution strategy to become? And we noticed you have a couple of deals with Great Wolf here over the years, how important is that as a defense and entertainment option in this recessionary environment?

Ed Pitoniak: David, do you want to take the first part of that?

David Kieske: Yes. Thanks, Ravi. Roughly, our credit book today is $2.2 billion, it’s 4% to 5% of total assets, and we feel good in and around that area. We developed a credit book as a way to broaden our means and to expand our relationships. And you’ve heard us talk about, at the end of the day, our capital is relationship capital. And the credit book allows us to develop new partnerships, develop new relationships, ultimately through some of the deals that have call options at our discretion. But along the way, we learn about new segments and new businesses, and we’ve learned things that ultimately we may not like, we — our loan gets repaid and we move on. But if we learn things we like, we continue to want to grow in those areas through either real estate ownership or deepening the existing relationships.

So it’s been a very, very effective tool and it’s been something we’re excited about, and something that we continue to use in our toolkit as we expand both domestically and internationally.

Ed Pitoniak: And Ravi, could you repeat the second half of that question?

Ravi Vaidya: Sure. We’ve had a couple of deals with the Great Wolf over the years, I just wanted to hear your comments on how this is particularly defensive and important entertainment source as we go into a recessionary environment here where the consumer is stretched?

Ed Pitoniak: Yes. David, do you want to talk about what we have seen historically on Great Wolf’s durability through all cycles?

David Kieske: Yes. In the broader indoor water park sector or, broadly, Gabe Wasserman is in the room here and he did our first white paper back in ’18 when we started looking at indoor water parks and the economic vitality of these businesses. When the original Great Wolf went public back in ’04, ’05, it was Thursday through Sunday, Thursday through Monday business. Now it’s a 7-day a week business. And we call them casinos without gaming, because of the economic leverage they have and the multiple cash registers they have, both with the water park, the family entertainment center, the food and beverage, the lodging. And as an example, Perryville opened just earlier this year — last year. And within 3 months, it was exceeding its initial underwriting and ultimately went into the broader refi package.

So these things open, they open quick and they open producing a lot of cash flow. So we’re excited about that. And hopefully, there’s an opportunity someday to own the real estate of some of these indoor water park businesses.

Operator: The next question comes from David Katz from Jefferies.

David Katz: So a little bit of a different — great, a little bit of a different kind of question for John, which is through our window past couple of days, we’ve seen a pretty consistent outlook shift to something more moderate or even down, specifically around leisure transient activities across hospitality. And not that it will impact your earnings stream imminently, but John, I assume in your travels, you have a finger on that pulse as well. I just would love a little bit of insight from what you’re seeing and hearing through your window, please?

John Payne: Yes, David. Nice to talk to you. And hopefully, I’ll see you on the road while I’m traveling. Look, you are correct. We’re hearing in some businesses some softness and hearing about the consumer, and Ed touched on this earlier in his comments, particularly around the lower-end consumer. I was telling my colleague, David, a story about I was in Scotland recently. And every person I met talked about visiting United States. And guess what city — if they were only going 2 to 3 cities, they said they would have to go to, it was Las Vegas. And what’s become so interesting traveling the world is that 10 years ago, that wouldn’t have been the answer, right? Everyone has said, I flying to New York. When I hit Chicago, I’m going to go on to San Francisco and the West Coast, and you probably wouldn’t hear about Las Vegas.

The beauty about what our tenants have done is diversifying the reasons to come to Las Vegas. And no matter what sector, whether you’re in the high-end sector that comes by private jet, or where you’re a sector that, like myself, travels by Southwest Airlines, they continue to attract different folks to that city. So I’m not giving you a macro answer about the whole world of the United States, I’m giving you an answer about where we look to put our money and where our money is right now, and that’s why we’re so bullish on Las Vegas. As we study other sectors, as we study other parts of the world, we will definitely make sure we understand what the consumer is doing up and down with spending tree. But I will tell you, in my travels, I’m excited about where we have our money and continue to put money in because that people are traveling to that destination of Las Vegas.

Ed Pitoniak: And that — operator, before we go to the next question, I’d just like to add to David Katz’s question. In a time like this, where we could be potentially looking at a period of economic volatility as measured in consumer spending, it really highlights the value of dividend-paying stocks when it comes to reducing the volatility of the equity versus the volatility of the consumer economy. And that is why, again, we’re so careful in what we investing because we want to make sure we’re investing in assets and partner relationships that we believe very strongly can endure up and down cycles in consumer spending. We do not go seeking C guard but real estate, to use the old Benjamin Graham term. We are seeking real estate that we know can endure a cycle and cycle out and has positive secular trends, such that we can feel very confident in our ability to continually pay a dividend and steadily grow the dividend ideally at a rate that is equal to or exceed inflation.

Operator: Our next question comes from Michael Herring from Green Street.

Michael Herring: My question on balance sheet. Your [Indiscernible] $2 billion in notes coming due in the first half of next year. How did that factor into the decision to not exercise those call rights, particularly as you look to potentially reduce your leverage and earn a better investment-grade rating?

Ed Pitoniak: Yes. I’ll turn it over to David in a moment, Michael. But I would say it really factored in, virtually not at all. And not that we’re not mindful of the obligation we have to refinance as effectively as we can in the coming year. But we, again, made the decision we made on those call rights because of how compelling our other investment opportunities are, which you should be hearing about in due course. And so that was not a constraining factor. And Dave, I don’t know if you want to add anything in terms of how we’re thinking about leverage and the ratings curve.

David Kieske: Yes. No, you touched on it, Ed. It’s portfolio management around not exercising the book call. Michael, in terms of the balance sheet, we’ve got 3 maturities next year, February, May and June. And as you saw us actively and very successfully refi our 2024 maturity with a well, well, well oversubscribed refinancing that we did back in March, we’re working and planning towards refi those maturities that, again, come due first part — in the first quarter and then in late second quarter of ’25. And then you saw our peer, GLPI, had a very, very successful refi or a debt offering 2 days ago. And being investment-grade rated, having a very deep liquid investment-grade credit profile accrues to our benefit. And we’re — we feel very good about our ability to refi those maturities and continue to extend and ladder our maturity profile.

And ultimately, over time, my data the BBB curve, lowering our cost of capital being able to continue to compete for asset acquisitions across the globe.

Michael Herring: Maybe just one more, switching gears a little bit. As there’s been some M&A chatter on the operator side, can you just speak broadly — maybe this is more for John on just the practical protection that VICI has on its master leases in the event there is a change of control on the operator side.

Ed Pitoniak: John?

John Payne: Yes, it’s a very good question, Michael. It’s a hard one to answer simply because we have — we used to be a company when we started that had 1 or 2 leases, now we’ve got over double digits. But in all our leases, we do have protection. Samantha Gallagher, our General Counsel is on the line, that could add to that. But we feel good. We’re staying in touch with our operators to better understand what’s going on in the market. I think you used the word chatter, I think that’s probably the best word out there right now. But we do have protection in our many leases that we have. Sam, I don’t know if you would like to add anything to the question?

Samantha Gallagher: Yes, John, you did a great job. I think just to John’s point, while we do have a number of different leases, all of our leases are mined. What happens in a change of control and have strong protections to ensure. And just as a reminder, we have gone through a change of control with one of our tenants already, where — we see the Caesars Eldorado merger. So we feel very comfortable with how our leases are structured to address any change and control.

Operator: Our next question comes from Jim Kammert from Evercore.

Jim Kammert: David, was there anything in particular that led you to bump the guidance at this point? I mean the acquisition investing activity has been well disclosed and you don’t include prospective activity and guidance. So I was just curious there are 1 or 2 factors that motivated to do it at this time?

Ed Pitoniak: David?

David Kieske: I mean, Jim, you touched on that. I think when we lapped our first quarter earnings call, the thing — the funding timing and some of the — how we were going to fund some of the announcements that we had previously made weren’t finalized. And so as we talked about in our guidance, we don’t project any unknown capital markets activities or any unidentified or unknown activities. So those announcements plus the continued funding through our loan book has led us to feel very confident about the increase in guidance and feel very good about achieving that guidance. And a lot of it came from the Great Wolf impact, which closed slightly after our earnings.

Jim Kammert: And then the second question, please. Ed, you almost get — I’ve obviously enthused about you said your alternatives to invest capital other than the Caesar option properties. Obviously not going to give us a whole lot of color, but are they — these future opportunities, is this a ramp in the tools of bucket or opportunity set in dollar value in your mind? What would the split maybe be between further credit book or more fee interest?

Ed Pitoniak: Yes. It will very much predominantly be fee interested, Jim. And I think one thing you can expect is that as we continue to allocate capital it will be on a cadence that is not necessarily as heavily weighted to one single investment, as would have been the case with the Indiana assets. Again, that — just to reiterate, that would have been almost 5% of capital into one deal. And I do think as a REIT from both a return and a risk management point of view, we will always be very happy to achieve a sustained and sustainable capital allocation cadence, which, again, will be principally in gaming and principally fee over time.

Operator: Our next question comes from John Kilichowski from Wells Fargo.

John Kilichowski: Kind of going back to the embedded growth pipe, maybe if we can jump down to the experiential side following the comments of Heros and Caesars. I’m just curious, and I know that these are a little less pressing in terms of time line, but how are you thinking about the call options for Canyon Ranch and Cabot and home field to market retail?

Ed Pitoniak: Yes, John, I’m happy to start with that. And before I do, I just wanted to add one last comment to the last question that Jim Kammert asked. And that has to do with not only a sustained and sustainable capital allocation cadence, that lends itself to a more sustained and sustainable funding cadence as opposed to the need to draw a whole lot of funding at one time for one deal. Anyway, to go on to your question about Cabot, Canyon Ranch and the others, we obviously — we’re talking here about assets that are under development or otherwise ramping. So we will obviously take the time we need and the time the operator needs to get the assets to where they can best sustain the opco/propco model, none of which at this point are immediately imminent.

We were very excited about, obviously, what Cabot is doing in Cabot Citrus Farms. They have really created some session there. And I think, Samantha, we’re pretty confident in saying that we look forward to the day when we can exercise our call right at Cabot Citrus Farms. But in the meantime, Samantha, do you want to add any color to what we’re seeing in terms of mind share and market share.

Samantha Gallagher: Yes — no, thanks, Ed. Just as some may know, when we follow and we talk about the Cabot relationship, they continue to expand their global portfolio. We’re excited about that and we’re excited about our opportunities in the future to exercise our call rights. No changes in our commitment there.

John Kilichowski: And then maybe just jumping quickly to your guidance. And there was a sentence there that reflects the dilutive effect of the roughly 90 million shares, under your for sale agreements. Just wondering what the — like the impact of that dilutive effect for the rest of the year?

Ed Pitoniak: David?

David Kieske: Yes, John, it’s David. Yes, it’s very minimal. If we’ve got to account for the forwards under the treasury stock dilution method, and it’s a very, very minimal impact to the share count that shows up in our guidance range.

Operator: Our next question comes from R.J. Milligan from Raymond James.

R.J. Milligan: I think John was probably a little early calling the last question on Centaur. I just have one follow-up. There was some overhang on the stock given the uncertainty, the Centaur assets. And I’m curious how much of an impact that had on your decision to announce today that you wouldn’t be calling the assets? I’m just curious if we can interpret that as doing other opportunities between now and the end of the year that you may pursue and don’t want this overhang on your cost of equity?

Ed Pitoniak: R.J., Good to hear be from you. That was not a deciding factor by any means. Obviously, we are aware, we’re aware of the perception of overhang on the stock, and that was obviously — it felt like a more significant factor through much of Q2 and even into the first couple of weeks of Q3 given the general state of the REIT equity market. But no, that wasn’t a deciding factor and are deciding to announce it now. Again, the real driving factor was just to make sure everybody understood we’ve made a decision. And we’re comfortable — very comfortable announcing the decision. Very comfortable that we have very compelling other opportunities to allocate capital. And again, I would just go back to the point of our desire — and we won’t achieve it every time, but our desired capital allocation and capital funding strategies are based on being sustained and sustainable.

We obviously spent a good number of our early years doing very big deals that had very big funding requirements, that generally needed to happen all in one day. And as VICI matures and as we achieve a sustained and sustainable cadence in AFFO growth, we want that to be driven by a sustained and sustainable cadence in both capital allocation activity, i.e., acquisitions and funding.

R.J. Milligan: Should we interpret that funding comment as you’re likely to be a bigger user of the ATM going forward versus overnights?

Ed Pitoniak: I’ll turn that over to David. But before I do, we obviously want to take care that the market never develops VICI ATM fatigue. And with that, I’ll turn it over to David for any further color he wants to add.

David Kieske: No. Ed, you stole my line. That’s exactly right. You’ve heard us say, under Mo’’s leadership, we have a balanced approach to raising equity, whether that be an ATM, blocks, overnights, smart deals in connection with larger transactions. So we want to ensure that we raise capital the most efficiently, but also ensure that we are not developing or becoming stale in our style and then developing fatigue out there with our owners.

Operator: The next question comes from Dan Guglielmo from Capital One Securities.

Dan Guglielmo: Just one from me on the credit solution investments. Most of the recent growth has been in the mezz and preferred investments, which do historically carry more risk. How are you all monitoring those investments? And could you pull future funding commitments if the macro economy does get choppy?

Ed Pitoniak: David?

David Kieske: Yes. Gabe is the envy of the VICI experiential credit solutions. He’s here in the room, our Chief Accounting Officer. So for this Credit Solutions head on and answer that.

Gabe Wasserman: Dan, thanks for the question. So we’re very and thoughtful with our underwriting. Even though those certain investments are structured as mezz and preferred equity, we’re very thoughtful about where our attachment point is and our last dollar. Looking at the operating history of the property kind of future underwriting projections and strength and sophistication of the sponsor, so that all goes into our underwriting. We have quarterly investment loan reviews, where we’re working at the property performance and discuss it as a management team. And then in terms of contractual rights, if there’s something that went sideways in the macro economy, generally, that wouldn’t allow us to have funding. But we certainly have protections under all of our loan agreements, that the borrowers have to meet certain conditions precedent in order for us to fund.

Ed Pitoniak: And Dan — Dan, this is Ed. I would just add that we are always lending against experiential assets, that, in a worst-case scenario, would meet our strategic investment criteria. If again, in the worst case, the asset ever came into our hands, we would want — we always want these to be assets that, in the worst case, we would be willing to own.

Operator: Our next question comes from Chad Beynon from Macquarie.

Chad Beynon: You guys a few times have highlighted the strength in Las Vegas, some of the stats in terms of visitation, which is obviously being driven by the casino assets, but also the growth in sports and entertainment that we’ve seen out there, that gets a lot of people who don’t visit the casino to still come to the city. So with that in mind, you obviously benefit from the visitation. But has anything changed in terms of you looking to do deals with some of those live entertainment, concert event stadium types of businesses? And how do you think about the durability and pricing of that sector?

Ed Pitoniak: John?

John Payne: Yes, it’s a great question, Chad. And I think you’ve heard us over the years talk about the sectors that we’re looking at. And obviously, we’ve made investments in Pilgrim’s Golf, indoor water parks, wellness sports. I think you’re asking us a question about would we make an investment in the live entertainment, real estate and facilities. I know you’re asking that question about Las Vegas, but would we also — I think filters out into the rest of the United States. It is a sector that we have been spending some time and better understanding. We love what has happened in the city of Las Vegas with the growth of sports and entertainment. We’re better understanding the economics of what happens inside those big buildings.

They’re absolutely beautiful and the shows are great, but can they support our model. And we’re continuing to study that. And could there be an investment over time? There could be. But we want to make sure that the cash flows are durable and that the operator is a tenant that we want to be partners with for a long time. But it sure is exciting how Las Vegas has diversified its revenue stream and attracting new consumers by adding sports and entertainment, not just gambling and food and nightlife.

Operator: And this concludes today’s question-and-answer session. I would now like to hand over to Edward Pitoniak for any final remarks.

Ed Pitoniak: Thank you, Carla. And we’ll just thank all of you for your time on today’s call. And wish you, once earnings season is over, an enjoyable rest of the summer. Bye for now.

Operator: And this concludes today’s conference call. Thank you for joining. You may now disconnect your lines.