Vici Properties Inc. · NYSE:VICI
Vici Properties — Merger or Acquisition (January 2018)
13 slides from Vici Properties's merger presentation, Jan 16, 2018
Slide 1: Proposal to combine with VICI
Proposal to combine with VICI A superior path to value creation for VICI shareholders January 2018
Slide 2: Forward-Looking Statements
Forward-Looking Statements Statements in this communication that are not historical facts are “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 MGM
Slide 3: Proposed transaction summary
Proposed transaction summary MGP has offered $19.50 per share to VICI shareholders 100% stock transaction where VICI shareholders receive MGP shares for each VICI share (based on a fixed exchange ratio) Consideration Combination will create a better positioned company with greater capitalization Com
Slide 4: The combination will create a must-own REIT
Largest net lease REIT by enterprise value Top 15 public REIT in the RMZ by enterprise value The combination will create a must-own REIT Immediate Financial Benefits Positioned for Superior Value Creation Premier Portfolio of Net Lease Leisure Assets Enhanced Transaction Certainty & Value Clear Bene
Slide 5: Establishes the largest net lease REIT
Establishes the largest net lease REIT ____________________ Source: Company data; Factset as of 01/12/18 1 MSCI US REIT Index, which includes 152 publicly traded equity REITS as of 12/29/17 Net lease REIT landscape by enterprise value ($bn) RMZ1 REIT landscape by enterprise value ($bn) 1 Simon Prope
Slide 6: MGP has a proven track record of value creation
MGP has a proven track record of value creation Total shareholder return since MGP IPO MGP 42.7% RMZ (3.7)% Net lease REITs1 2.3% ____________________ Source: FactSet as of 01/12/18; Note: Assumes dividends are reinvested 1 Net lease REITS include: ADC, EPR, FCPT, GLPI, GNL, GPT, GTY, LXP, NNN, O, S
Slide 7: Formation of an industry leader
Formation of an industry leader ____________________ Source: VICI and MGP filings 1 1H’17 annualized for pro forma events; 2 Assumed net cost synergies of $20mm; 3 Includes Harrah’s Las Vegas (96,000 sq. ft. of casino space, 24,000 sq. ft. of meeting space and 2,530 hotel rooms), assumes Caesars doe
Slide 8: Diversified portfolio of best-in-class assets
Diversified portfolio of best-in-class assets MGP assets MGP ROFO asset VICI Call Option assets VICI assets Las Vegas Northeast South Nevada (excl. LV) Midwest
Slide 9: Superior path to value creation
Superior path to value creation ____________________ Source: FactSet as of 01/12/18 Note: Please see appendix for additional detail Multiple expansion scenarios Value to VICI shareholders from proposed combination Illustrative value per share Value to VICI shareholders Does not include the impact of
Slide 10: A compelling proposal for shareholders
A compelling proposal for shareholders Greater scale Established public investor base No shareholder lock-up / enhanced free float Diversified and improved tenant profile Better capitalization Positioned for sector leading valuation Avoid dilution from IPO fees and discount Standalone þ ý ý ý ý ý ý
Slide 11: Appendix
Appendix
Slide 12: VICI pre-IPO financial metrics reconciliation
VICI pre-IPO financial metrics reconciliation ($mm and mm, except per share) ____________________ Source: VICI filings; 1 Per latest amended Form-10 (10/23/17); Six months ended June 30, 2017; 2 Midpoint of estimated $22-24mm incremental SG&A costs expected to be incurred per November 2017 investor
Slide 13: Combination proposal – Including impact of MGP ROFO and VICI call options
Combination proposal – Including impact of MGP ROFO and VICI call options VICI value creation backup – Including impact of MGP ROFO and VICI call options ($mm, except per share) MGP ROFO and VICI call options ($mm) ____________________ Source: Company filings; 1 Based on consensus average of 2018E A
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