Boyd Gaming Corporation · NYSE:BYD

Boyd Gaming — Merger or Acquisition (May 2012)

25 slides from Boyd Gaming's merger presentation, May 17, 2012

  1. Slide 1: Boyd Gaming's Acquisition of Peninsula Gaming

    1 Exhibit 99.2 Boyd Gaming’s Acquisition of Peninsula Gaming Delivering Growth and Financial Strength May 16, 2012

  2. Slide 2: Expands Scale, Diversifies Company, Strengthens Financial Profile

    2 Expands Scale, Diversifies Company, Strengthens Financial Profile Transformative Transaction • High quality assets with significant growth potential • Attractive purchase multiple of ~7.0x • Accretive to EPS and cash flow in first year • Increases scale and strengthens financial profile • Attracti

  3. Slide 3: Acquisition Overview

    3 Acquisition: Transaction Value: Purchase Consideration: Expected Closing: 1) Annualized Kansas Star EBITDA of $107 million calculated as Q1 2012 EBITDA of $26.8 million multiplied by four quarters of pro forma operations. Acquisition Overview • Peninsula Gaming (SEC Publicly Registered Company) •

  4. Slide 4: Strategic Rationale

    4 1) Industry peers include ASCA, PENN and PNK. High Quality Assets in Protected Markets Further Jurisdictional Diversification Near-Term Identified Growth Catalyst Attractive Valuation High Free Cash Flow Revenue Opportunities Strategic Rationale • Acquiring a high margin and high return business •

  5. Slide 5: Peninsula Gaming Overview

    $84 $107 $109 $109 $30 $107 $94 $103 $3 $259 $326 $330 $330 $56 $201 $286 $315 $6 5 Source: Public filings. 1) Excludes corporate expenses. 2) Represents Q1 2012 Kansas Star results annualized for a full year of operations plus LTM 3/31/12 results of Peninsula’s other properties. Net Revenues ($ in

  6. Slide 6: Attractive, Top Performing Regional Gaming Assets

    6 Source: Public filings. 1) Based on company reported consolidated EBITDA and net revenues as of LTM 3/31/2012. Includes corporate expenses. 2) Peninsula excludes results from Amelia Belle and Kansas Star. Penn National excludes results from Hollywood Casino Perryville, M Resort, and Beulah Park an

  7. Slide 7: Peninsula Gaming Property Overviews

    Location: Northwood, IA Gaming Tax Rate: 21% LTM EBITDA: $40 million EBITDA Margin: 41.5% Location: Dubuque, IA Gaming Tax Rate: 21% LTM EBITDA: $24 million EBITDA Margin: 34.7% Location: Mulvane, KS Gaming Tax Rate: 27%-31% Q1’12 EBITDA: $27 million EBITDA Margin: 53.3% Location: Opelousas, LA Gami

  8. Slide 8: Significant Growth Potential in Kansas Star

    8 Slots: Table Games: Hotel Rooms (1) : Budget (2) : Q1 2012 Net Revenue: Q1 2012 Property EBITDA: Slots: Table Games: Hotel Rooms (1) : Budget (2) : Source: Public filings. 1) To be developed and operated by a third-party. 2) Development costs do not incorporate hotel development costs by a third-p

  9. Slide 9: Expands Geographic & Operating Diversification

    9 Note: Borgata results are presented to reflect full consolidation of the property, consistent on a GAAP basis. 1) Excludes corporate expenses. 2) Includes $109 million of Peninsula LTM 3/31/12 property EBITDA (excluding Kansas) and $107 million of annualized Q1 2012 Kansas EBITDA. Current Geograph

  10. Slide 10: Diversification into Resilient Markets in Midwest/South

    10 Kansas Star Diamond Jo Worth Diamond Jo Dubuque Blue Chip Casino Hotel Spa Par-A-Dice Hotel Casino Evangeline Downs Amelia Belle Delta Downs Racetrack Casino Hotel Treasure Chest Casino IP Casino Resort Spa Sam’s Town Hotel and Casino Shreveport Sam’s Town Hotel and Gambling Hall Tunica Diversifi

  11. Slide 11: Pro Forma Operating Performance

    $318 $170 $318 $170 11 Note: Borgata results are presented to reflect full consolidation of the property, consistent on a GAAP basis. 1) Includes proportional amount of corporate expenses. 2) Includes $109 million of Peninsula LTM 3/31/12 property EBITDA (excluding Kansas), $107 million of annualize

  12. Slide 12: Improves Boyd Gaming's Scale and Competitive Position

    12 1) Includes corporate expenses. 2) Includes $109 million of Peninsula LTM 3/31/12 property EBITDA (excluding Kansas), $107 million of annualized Q1 2012 Kansas EBITDA and $10 million of corporate expenses. 3) Borgata results are presented to reflect full consolidation of the property, consistent

  13. Slide 13: Strengthens Financial Profile

    Source: SEC Filings. 1) Includes 50% of Borgata debt and EBITDA (Boyd’s ownership interest). 2) Free cash flow calculated as Boyd wholly-owned EBITDA less interest expense, maintenance capital expenditures and taxes. 13 Increases Free Cash Flow Generation ($ in millions) (2) Leads to Stronger Balanc

  14. Slide 14: Financing Overview

    14 Total Purchase Price $1.45 billion Financing Overview Peninsula Debt New debt of $1.2 billion will be raised at Peninsula, with proceeds used to refinance existing debt of approximately $700 million, fund an additional cash consideration to the seller and pay transaction related fees and expenses

  15. Slide 15: Transformative & Value Building Transaction

    15 Transformative & Value Building Transaction • Generates meaningful value for shareholders • High quality assets with growth potential in attractive new markets • Strengthens financial profile • Increases free cash flow and earnings per share • Increases scale and geographic diversity • Directly a

  16. Slide 16: CB) connecteo:

    CB) connecteo: BOYDGAMING

  17. Slide 17: Transaction Structure

    Structure Overview Structure Overview Boyd Gaming Wholly Owned Properties Peninsula 100% Interest Borgata 50% Interest 17 Transaction Structure Restricted Group Unrestricted Subsidiary Management Fee Distributions: Taxes & Dividends Unrestricted Subsidiary • Peninsula debt will be held in a unrestri

  18. Slide 18: Summary of Terms

    18 Summary of Terms Seller Note Financing Approximate Amount: $144 million Tenor: 6 years Non-Call Period: Prepayable at all times Coupon: Year 1: 0% Year 2: 6% Year 3: 8% Thereafter: 10% Interest Payment: PIK • As part of the purchase, Boyd has negotiated approximately $144 million in Seller Note f

  19. Slide 19: Diamond Jo Dubuque

    19 Source: SEC filings. 1 2 $ in millions 2008 2009 2010 2011 LTM 3/31/12 Property Overview Market Map Diamond Jo Dubuque Location Dubuque, Iowa Located within the $400 million America’s River Project and next to the Grand Harbor Resort and Waterpark Property Description New land-based complex opene

  20. Slide 20: Diamond Jo Worth

    20 1 $ in millions 2008 2009 2010 2011 LTM 3/31/12 Property Overview Market Map Source: SEC filings. Diamond Jo Worth Location Northwood, Iowa – located equal distance between Minneapolis, Minnesota and Des Moines, Iowa Property Description 972 slot machines and 22 table games Other amenities includ

  21. Slide 21: Evangeline Downs

    21 1 2 3 4 $ in millions 2008 2009 2010 2011 LTM 3/31/12 Property Overview Market Map 5 7 8 Source: SEC filings. 6 Evangeline Downs Location Opelousas, Louisiana – 20 miles from Lafayette Property Description 1,424 slot machines and 23,000 square foot event center Dining venues include a 353-seat bu

  22. Slide 22: Amelia Belle Casino

    22 $ in millions 2009 2010 2011 LTM 3/31/12 Property Overview Market Map 8 2 3 4 6 5 7 1 Source: SEC filings. Note: Amelia Belle was acquired on October 22, 2009. Amelia Belle Casino Location Amelia, Louisiana – 80 miles from New Orleans Closest competitor approximately 40 miles away Property Descri

  23. Slide 23: Kansas Star

    23 Property Overview Market Map 1 $ in millions 2011 LTM 3/31/12 Annualized (1) Source: SEC filings. Note: Kansas Star began casino gaming operations on December 20, 2011. (1) Represents Q1 2012 Kansas Star results annualized for a full year of operations. (2) Kansas City gaming market includes: Hol

  24. Slide 24: Forward Looking Statements

    24 Forward Looking Statements Important Information Regarding Forward-Looking Statements. This presentation contains, or may contain, “forward-looking statements” concerning Boyd and Peninsula, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of

  25. Slide 25: Boyd Gaming

    BOY DGAMING BOYDGAMING

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