Vici Properties Inc. · NYSE:VICI
Vici Properties — Merger or Acquisition (June 2019)
20 slides from Vici Properties's merger presentation, Jun 24, 2019
Slide 1: Transformative Partnership with Eldorado Resorts Transaction Overview
Exhibit 99.2 TRANSFORMATIVE PARTNERSHIP WITH ELDORADO RESORTS TRANSACTION OVERVIEW JUNE 24, 2019
Slide 2: Disclaimers
DISCLAIMERS Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and sim
Slide 3: Transaction Highlights
TRANSACTION HIGHLIGHTS Transformative Partnership with Eldorado Resorts, Inc. (NASDAQ: ERI) Related to its Proposed Combination with Caesars Entertainment Corporation (NASDAQ: CZR) Combined ERI/CZR will be the Largest Owner and Operator of U.S. Gaming Assets Materially Contributes to the Refuels Our
Slide 4: Transaction Overview
TRANSACTION OVERVIEW Modify: Harrah’s $3.2bn LV Lease Purchase Price $15mm Incremental Rent $253mm Purchase: Modify: Harrah’s New Orleans Incremental Rent Caesars Palace Lease Harrah’s Atlantic City $84mm Incremental Harrah’s Laughlin Rent $154mm Annual Rent 12.7x Multiple 7.9% Cap Rate 4
Slide 5: Transaction Strategic Rationale
TRANSACTION STRATEGIC RATIONALE Transaction Highlights ✓ Transaction grows rent base by $253 million, or 27%, at a 7.9% blended cap rate ✓ Acquisition of Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin (collectively, the “New Properties”) is immediately accretive to AFFO upon clos
Slide 6: Transaction Detail
TRANSACTION DETAIL Acquisition of New Properties and Lease Modifications OpCo Partnership with Combined ERI/CZR CPLV Lease HLV Lease Wholly owned subsidiary of New Properties Tenant Modifications Modifications Combined ERI/CZR Guarantor Combined ERI/CZR Purchase Price $1,809 million $1,190 million $
Slide 7: Transaction Detail (Cont'd)
TRANSACTION DETAIL (CONT’D) Growth Enhancing Credit Enhancing Refreshed Growth Pipeline Rent Escalators ✓ New put / call option on Centaur ✓ Removal of rent coverage floors in ✓ Master lease enhancements Properties existing Caesars lease agreements − Combine HLV and CPLV leases into one master − 13.
Slide 8: Transaction Value Creation
TRANSACTION VALUE CREATION Significant Incremental Value Created by the Transaction ($ in millions) ✓ New Put / Call Option ✓ Two ROFRs on Las $1,809 Vegas Strip $400 ✓ ROFR on Horseshoe Baltimore $1,200 ✓ Removal of Rent Coverage Floors ✓ Creation of Las Vegas Master Lease ✓ Lease Term Extension Pu
Slide 9: Potential Growth from New Call Options & ROFR Agreements
2 POTENTIAL GROWTH FROM NEW CALL OPTIONS & ROFR AGREEMENTS Two New Las Vegas Strip ROFRs New New Put / Call Option Assets First Asset Baltimore ROFR Second Asset Paris Planet Hoosier Park Indiana Grand Bally’s Las Vegas Flamingo LV The LINQ Horseshoe Casino Las Vegas Hollywood Baltimore Location And
Slide 10: Our Largest Tenant – Combined ERI/CZR
OUR LARGEST TENANT – COMBINED ERI/CZR Internal & External Growth Management Focus on Operational Excellence ✓ Seasoned acquirer of assets and companies ✓ New entrepreneurial vigor ✓ Caesars Rewards will be rolled out across ✓ Decentralized management with customer Eldorado assets focus ✓ Unmatched g
Slide 11: Combined ERI/CZR Overview
COMBINED ERI/CZR OVERVIEW Leading U.S. Gaming Operator Pro Forma Geographic Exposure and Asset Mix Pro Forma Portfolio Stats (1) 56 owned and operated properties; 17 managed, in partnership, and international (2) 4mm+ Casino Sq. Ft. 74,000+ Gaming machines 4,000+ Table games 50,000+ Hotel rooms ~300
Slide 12: Harrah's New Orleans – Irreplaceable Real Estate
HARRAH’S NEW ORLEANS – IRREPLACEABLE REAL ESTATE IN THE HEART OF NEW ORLEANS Property Overview Harrah’s New Orleans ✓ Harrah’s New Orleans opened in October 1999 near the foot of Canal Street, a block from the Mississippi River ✓ AAA Four Diamond Award-winning hotel located in the heart of one of th
Slide 13: New Orleans Gaming Market Overview
NEW ORLEANS GAMING MARKET OVERVIEW Market & Regulatory Overview Favorable Macroeconomic Trends Market Highlights Regulatory Highlights Louisiana GDP and Employment Growth ✓ New Orleans had nearly 18 million visitors in ✓ Casino gaming was legalized in 1991 after 300,000 9.0% 8.0% 2017 who spent $8.7
Slide 14: Harrah's Atlantic City – Attractive Regional Asset
HARRAH’S ATLANTIC CITY – ATTRACTIVE REGIONAL ASSET WITH STRONG MARKET POSITION Property Overview Harrah’s Atlantic City ✓ Harrah’s Atlantic City opened in November 1980 in the marina district of Atlantic City, New Jersey ✓ The hotel offers a sophisticated marina setting and an extensive roster of 15
Slide 15: Atlantic City Gaming Market Overview
ATLANTIC CITY GAMING MARKET OVERVIEW Market & Regulatory Overview Favorable Macroeconomic Trends Market Highlights Regulatory Highlights New Jersey GDP and Employment Growth ✓ The Garden State is the nation’s third largest ✓ New Jersey’s first commercial casino 700,000 12.0% commercial gaming state
Slide 16: Harrah's Laughlin – World-Class Riverfront Resort
HARRAH’S LAUGHLIN – WORLD-CLASS RIVERFRONT RESORT Property Overview Harrah’s Laughlin ✓ Harrah’s Laughlin opened in August 1988 on the banks of the Colorado River in Laughlin, Nevada ✓ Accommodations include over 1,500 rooms and 170 suites, each decorated 56,000 in south-of-the-border style, and man
Slide 17: Laughlin Gaming Market Overview
LAUGHLIN GAMING MARKET OVERVIEW Market & Regulatory Overview Favorable Macroeconomic Trends Market Highlights Regulatory Highlights Nevada GDP and Employment Growth ✓ Laughlin is a ~$500 million GGR market as of ✓ Nevada is America’s oldest commercial 180,000 16.0% 2018 casino market by almost 50 ye
Slide 18: Reconciliation from GAAP to Non-GAAP Financial Measures
RECONCILIATION FROM GAAP TO NON-GAAP FINANCIAL MEASURES The following table reconciles net income to FFO, AFFO and Adjusted EBITDA. Reconciliation from GAAP to Non-GAAP Financial Measures ($ in millions) Three Months Ended Twelve Months Ended March 31, June 30, September 30, December 31, December 31
Slide 19: Reconciliation from GAAP to Non-GAAP Financial Measures
RECONCILIATION FROM GAAP TO NON-GAAP FINANCIAL MEASURES The following table reconciles net income to FFO, AFFO and Adjusted EBITDA, and Net Debt to Adjusted EBITDA for the periods presented. Reconciliation from GAAP to Non-GAAP Financial Measures ($ in millions) Pro Forma for Eldorado Transaction At
Slide 20: Definitions of Non-GAAP Financial Measures
DEFINITIONS OF NON-GAAP FINANCIAL MEASURES FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by The National Association of Real Estate Investment Trusts (“NAREIT”), we def