Blackstone Real Estate Income Trust, Inc. (“BREIT”) and VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or “VICI”) announced jointly today that they have entered into a definitive agreement in which VICI, currently owner of a 50.1% interest in the joint venture that owns MGM Grand Las Vegas and Mandalay Bay Resort, will acquire BREIT’s 49.9% interest in the joint venture for cash consideration of approximately $1.27 billion and VICI’s assumption of BREIT’s pro-rata share of the existing property-level debt. The property-level debt has a principal balance of $3.0 billion, matures in 2032, and bears interest at a fixed rate of 3.558% per annum through March 2030.

The properties, situated at the south end of the Las Vegas Strip in Las Vegas, Nevada, are subject to an existing triple-net lease agreement between the joint venture and MGM Resorts International (NYSE: MGM). The lease will generate annual rent of approximately $310 million upon the commencement of the next rental escalation on March 1, 2023.

Jon Gray, President and Chief Operating Officer of Blackstone, said, “VICI Properties has been an outstanding partner on these assets and we are incredibly pleased to have delivered such exceptional returns for our BREIT investors. Las Vegas continues to be a high conviction market for Blackstone.”

Edward Pitoniak, Chief Executive Officer of VICI Properties, said, “We have been honored to be BREIT’s partner in the MGM Grand Las Vegas / Mandalay Bay joint venture and this transaction further demonstrates the ability of Blackstone and VICI to work together productively, now and in the future. We’re excited to further our investment in MGM Grand Las Vegas and Mandalay Bay, two of the largest and highest-quality resorts in what we believe is the leisure and convention destination with the most compelling future demand outlook. This transaction also provides us with the opportunity to further grow our partnership with MGM Resorts International as they look to capitalize on the growing vitality of the South Strip.”

Scott Trebilco, Senior Managing Director of Blackstone Real Estate, said, “The sale of these assets is an excellent outcome for our BREIT investors and enables us to further concentrate BREIT’s portfolio in its highest growth sectors, including logistics and rental housing.”

The MGM Grand Las Vegas / Mandalay Bay triple-net lease has a remaining initial lease term of approximately 27 years (expiring in 2050) with two ten-year tenant renewal options. Rent under the lease agreement escalates annually at 2.0% through 2035 (year 15 of the initial lease term) and thereafter at the greater of 2.0% or CPI (subject to a 3.0% ceiling).

VICI Properties intends to fund the transaction through a combination of cash on hand, proceeds from the settlement of existing outstanding forward equity sale agreements and assumption of the remaining 49.9% of the existing property-level debt. VICI expects the transaction to be immediately accretive to AFFO per share upon closing.

The AAA Four Diamond Resorts, MGM Grand Las Vegas and Mandalay Bay, feature:

• Over 18 million building square feet
• Approximately 11,000 guestrooms and suites (including Four Seasons and Delano hotels) across the two iconic properties
• Approximately 321,000 square feet of gaming space and 191 table games and 2,235 slot machines and electronic table games
• Approximately 3.0 million gross square feet of state-of-the-art exhibition and meeting facilities
• A variety of amenities for its guests, including multiple Michelin Star winning restaurants, The Mansion at MGM Grand, numerous entertainment venues, the MGM Grand Garden Arena (with approximately 17,000 seat capacity), Hakkasan Night Club, Topgolf, and destination pools and spas
• Situated on 226 well-located acres on the Las Vegas Strip

The transaction is subject to customary closing conditions and is expected to be completed early in the first quarter of 2023.

PJT Partners and Barclays are serving as BREIT’s financial advisors, and Simpson Thacher & Bartlett LLP is acting as BREIT’s legal counsel. Morgan Stanley & Co. LLC is acting as exclusive financial advisor to VICI Properties, and Hogan Lovells is serving as legal advisor to VICI Properties.

About Blackstone Real Estate Income Trust

Blackstone Real Estate Income Trust, Inc. (BREIT) is a perpetual-life, institutional quality real estate investment platform that brings private real estate to income focused investors. BREIT invests primarily in stabilized, income-generating U.S. commercial real estate across key property types and to a lesser extent in real estate debt investments. BREIT is externally managed by a subsidiary of Blackstone (NYSE: BX), a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has approximately $319 billion in investor capital under management. Further information is available at www.breit.com.

About VICI Properties

VICI Properties Inc. is an S&P 500^® experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties’ national, geographically diverse portfolio consists of 43 gaming facilities comprising over 122 million square feet and features approximately 58,700 hotel rooms and more than 450 restaurants, bars, nightclubs and sportsbooks. Its properties are leased to industry leading gaming and hospitality operators, including Caesars Entertainment, Inc., Century Casinos, Inc., the Eastern Band of Cherokee Indians, Hard Rock International Inc., JACK Entertainment LLC, MGM Resorts International, Penn Entertainment, Inc., and The Venetian Las Vegas. The Company has a growing array of investing and financing partnerships with leading non-gaming experiential operators, including Great Wolf Resorts, Cabot, Canyon Ranch and Chelsea Piers. VICI Properties also owns four championship golf courses and 34 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties’ strategy is to create the nation’s highest quality and most productive experiential real estate portfolio. For additional information, please visit www.viciproperties.com.

Forward-Looking Statements

This press release includes “forward-looking” statements and “safe harbor statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including those described in VICI’s and BREIT’s public filings with the Securities and Exchange Commission (the “SEC”). VICI and BREIT have based forward-looking statements on current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, expectations regarding the closing of the transaction, any benefits expected to be achieved as a result of the transaction and statements regarding future performance, including VICI’s expected accretion following completion of the transaction. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks related to delays or impediments to completing the transaction and other factors described in VICI’s periodic reports filed with the SEC as well as those described under the section entitled “Risk Factors” in BREIT��s prospectus and its annual report for the most recent fiscal year and any such updated factors included in its periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In providing forward-looking statements, neither VICI nor BREIT is undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If VICI or BREIT updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

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