VICIVici Properties

We note that you present adjustments (n), (o) and (r) in your pro forma combined condensed balance sheet on a net basis. Please revise your presentation to provide each adjustment on a gross basis on the face of your pro forma balance sheet, or alternatively, you can include a table in your notes to the pro forma balance sheet detailing each pro forma adjustment impacting each balance sheet line item.

KRAMER LEVIN NAFTALIS & FRANKEL LLP

The Company has revised its disclosure in response to the Staff’s comment on pages 68 -

71 of Amendment No. 2.

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

For adjustments (nn) and (oo), please expand your note to clearly show how you arrived at the pro forma interest adjustment amounts, including the amount of debt and corresponding interest rate. Please respond to this letter by amending your registration statement and providing the requested information.

Rest of the question

If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.

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