Vici Properties Inc. · NYSE:VICI
Vici Properties — Merger or Acquisition (August 2021)
32 slides from Vici Properties's merger presentation, Aug 4, 2021
Slide 1: Strategic Acquisition of MGM Growth Properties
S T R AT E G I C A C Q U I S I T I O N O F M G M G R O W T H P R O P E R T I E S A U G U S T 2 0 2 1 Exhibit 99.2
Slide 2: Forward-Looking Statements
2 Forward-Looking Statements Certain statements in this presentation are forward‐looking statements. Forward‐looking statements are based on VICI Properties Inc.’s (“VICI” or the “Company”) current plans, expectations and projections about future events and are not guarantees of future performance.
Slide 3: Transaction Details
3 T R A N S A C T I O N D E T A I L S • VICI Properties Inc. (“VICI”) to acquire MGM Growth Properties LLC (“MGP”) • Total consideration of approximately $17.2Bn, including stock, cash distributed to MGM as described below, and $5.7Bn of debt (1) ‒ All-stock consideration for the 58% fully diluted M
Slide 4: A Compelling Transaction for VICI
4 A COMPELLING TRANSACTION FOR VICI Expected to be immediately accretive to earnings upon closing Diversifies VICI’s tenant concentration and geographic scope with the New MGM Master Lease, while providing long-term inflation protection and growth Gives both active and index equity market investors
Slide 5: A Leading Experiential Platform with Strong Growth Prospects
5 A LEADING EXPERIENTIAL PLATFORM WITH STRONG GROWTH PROSPECTS Notes: 1. Reflective of weighted average lease term (inclusive of all renewal terms) for VICI current portfolio, pro forma for the pending acquisition of the Venetian Resort, MGM Master Lease and BREIT JV Lease; weighted by rent contribu
Slide 6: Enhances Portfolio Quality with Premier Las Vegas Resorts
6 Park MGM ENHANCES PORTFOLIO QUALITY WITH 7 PREMIER LAS VEGAS RESORTS… New York-New York The Mirage Luxor MGM Grand Excalibur Mandalay Bay
Slide 7: And a Market-Leading Regional Portfolio of Assets
7 …AND A MARKET-LEADING REGIONAL PORTFOLIO OF 8 ASSETS… Borgata MGM Grand DetroitBeau RivageMGM Springfield Empire City MGM Northfield Park Gold StrikeMGM National Harbor
Slide 8: Market-Leading Hotel and Convention Real Estate
8 ...CONSISTING OF MARKET-LEADING HOTEL AND CONVENTION REAL ESTATE… Excalibur Luxor Mandalay Bay MGM Grand Detroit MGM National Harbor Park MGM MGM Grand The Mirage Beau Rivage MGM Springfield
Slide 9: Award-Winning Entertainment & Gaming Real Estate
9 ...AND AWARD-WINNING ENTERTAINMENT & GAMING REAL ESTATE MGM Grand MGM Grand MGM Grand Mandalay Bay MGM Grand Park MGM MGM Grand Detroit MGM National Harbor
Slide 10: MGM Is Committed to Leading ESG Practices
10 Leadership in Energy & Environmental Design (LEED) Certification ✓ MGM National Harbor – LEED Gold ✓ MGM Springfield – LEED Platinum (Four Certifications) ✓ The Park – LEED Gold ✓ CityCenter – LEED Gold (Four Certifications) ✓ T-Mobile Arena – LEED Gold Certification MGM IS COMMITTED TO LEADING E
Slide 11: Transaction Comparables and Cap Rates
11 Sources: Real Capital Analytics, Green Street Advisors, Company Filings. We have not independently verified this data and are presenting it in accordance with each company's respective public disclosure. For additional information, refer to the financial information included in the respective com
Slide 12: MGP Snapshot: Premier Experiential and Hospitality Assets
12 Source: Company Filings Notes: 1. Operational statistics for BREIT JV assets are profiled at 100% share. 2. Pending acquisition by MGP. LAS VEGAS ASSETS MGP SNAPSHOT: PREMIER EXPERIENTIAL AND HOSPITALITY ASSETS… REGIONAL ASSETS ( 2 ) BREIT JV 7 Iconic Resorts Located on the Las Vegas Strip Four 4
Slide 13: Backed by a First-Class and Iconic Tenant
13 Sources: Company Filings, Capital IQ Notes:. …BACKED BY A FIRST-CLASS AND ICONIC TENANT WITH A STRONG FINANCIAL PROFILE MGM IS A LEADING S&P 500 GLOBAL ENTERTAINMENT COMPANY FEATURING BEST -IN-CLASS- HOTELS, CASINOS, AND LIVE ENTERTAIMENT EXPERIENCES KEY TENANT CREDIT HIGHLIGHTS ✓ Leading presenc
Slide 14: Combined Portfolio Map
14 Source: Company Filings Notes: 1. Includes impact of VICI’s pending acquisition of the Venetian Resort and pending disposition of Harrah’s Louisiana Downs, and MGP’s pending acquisition of MGM Springfield. 2. BREIT entered into a JV with MGP to own MGM Grand and Mandalay Bay in January 2020 (“BRE
Slide 15: With Marquee Assets on the Las Vegas Strip
15 …WITH MARQUEE ASSETS ON THE LAS VEGAS STRIP The Venetian The Palazzo Sands Expo The Venezia South Las Vegas Blvd Flamingo Rd Mandalay BayThe Mirage The Venetian Resort The Mirage Luxor Park MGM MGM Grand Excalibur Mandalay Bay MGM Grand ExcaliburNew York- New York Luxor The Park Las Vegas (2) Cae
Slide 16: Further Diversifies Tenant Concentration & Expands Geographic Scope
16 41% 40% 10% 3% 3% 2% 1% 1% 55% 45% ~$2.6Bn in Total PF Rent (Q1 2021) (2) FURTHER DIVERSIFIES TENANT CONCENTRATION & EXPANDS GEOGRAPHIC SC OPE Notes: 1. Pro forma for the pending acquisition of the Venetian Resort and the pending acquisition by the Eastern Band of Cherokee Indians of the operatio
Slide 17: Pro Forma Key Metrics
17 Notes: 1. Pro forma for VICI’s pending acquisition of the Venetian Resort and pending disposition of Harrah’s Louisiana Downs, and MGP’s pending acquisition of MGM Springfield, respectively. 2. Represents pro forma VICI Enterprise Value assuming a $43.00 per share offer price; market data as of J
Slide 18: The World's Premier Experiential Company
18 Source: Company filings, Company websites, Press releases, Morgan Stanley estimates. We have not independently verified this data (other than data in respect of VICI) and are presenting it in accordance with each company's respective public disclosure. For additional information, refer to the fin
Slide 19: Generating Market Leading Returns for Investors
19 18% 28% 22% 13% 9% 9% 15% 25% 66% 51% (31)% 13% 45% (14)% 65% 79% …GENERATING MARKET LEADING RETURNS FOR INVESTORS TOTAL RETURN SINCE VICI IPO Source: Bloomberg Note: Market data as of July 30, 2021 1. VICI began trading on the NYSE on February 1, 2018. 2021 YTD TOTAL RETURN MSCI U.S. REIT Index
Slide 20: Proven Track Record of Success
20 2017 2018 2019 2020 PF 2021 PF 2021+ $690 $722 $847 $1,119 $1,553 $2,557 PROVEN TRACK RECORD OF SUCCESS EVOLUTION OF VICI SINCE FORMATION – BY ADJ. EBITDA ($MM) (1) 1st gaming REIT to expand into a new asset class Invested in Caesars Forum Convention Center and Chelsea Piers Mortgage Loans Strate
Slide 21: Creates the Largest Triple Net Lease REIT
21 CREATES THE LARGEST TRIPLE NET LEASE REIT AND A TOP 5 REIT BY AD J. EBITDA SIGNIFICANTLY ENHANCES POTENTIAL FOR S&P 500 INCLUSION Sources: Company Filings and Capital IQ. We have not independently verified this data (other than data in respect of VICI) and are presenting it in accordance with eac
Slide 22: Strengthens VICI's Overall Credit Profile
22 Notes: 1. As of June 30, 2021. 2. As of March 31, 2021; based on MGP public filings. Inclusive of MGM Grand / Mandalay Bay BREIT JV CMBS debt at 50.1% share. Secured 31% Unsecured 69% Secured 27% Unsecured 73% STRENGTHENS VICI’S OVERALL CREDIT PROFILE POSITIONS VICI FOR INVESTMENT GRADE RATING St
Slide 23: New MGM Master Lease Improves Terms and Benefits from Inflation
23 Notes: 1. Initial rent per amended MGM Master Lease, inclusive of full-year impact of MGM Springfield. 2. Pending MGP acquisition; represents MGP’s 50.1% interest in the BREIT JV. 3. Based on 2021E rent inclusive of full-year impact of transaction; at VICI’s pro rata share of the BREIT JV. NEW MG
Slide 24: Opportunity to Unlock Index Inclusion for MGP's Shares
24 OPPORTUNITY TO UNLOCK INDEX INCLUSION FOR MGP'S SHARES S&P 500 CRSP Russell 1000 RMZ FTSE NAREIT Dow Jones U.S. Real Estate Dow Jones Select REIT Eligible, not included ✓ ✓ ✓ ✓ ✓ Not included X X X ✓ X X X • Due to MGP’s LLC structure, it currently is not eligible for a number of indices in which
Slide 25: A Compelling Transaction for VICI
25 A COMPELLING TRANSACTION FOR VICI Expected to be immediately accretive to earnings upon closing Diversifies VICI’s tenant concentration and geographic scope with the New MGM Master Lease, while providing long-term inflation protection and growth Gives both active and index equity market investors
Slide 26: Appendix
Appendix Mandalay Bay Gold StrikeBeau Rivage Park MGM
Slide 27: MGP Property Statistics
27 Source: Company Filing Notes: 1. As of December 31, 2020. The information above reflects amenities prior to the temporary closure of the properties and subsequent re-opening of the properties without certain amenities as a result of the COVID-19 pandemic and without giving effect to any COVID-19
Slide 28: Reconciliation from GAAP to Non-GAAP Financial Measures
28 Nine Months Ended For the Period October 6, 2017 ($ in millions) September 30, 2017 - December 31, 2017 Net income attributable to common stockholders $439 $43 Real estate depreciation - - Funds From Operations ("FFO") $439 $43 Non-cash leasing and financing adjustments (43) (8) Non-cash stock-ba
Slide 29: Reconciliation from GAAP to Non-GAAP Financial Measures
29 Year Ended December 31, ($ in millions) 2020 2019 2018 Net income attributable to common stockholders $892 $546 $524 Real estate depreciation - - - Funds From Operations ("FFO") $892 $546 $524 Non-cash leasing and financing adjustments (40) 0 (45) Non-cash change in allowance for credit losses 24
Slide 30: Reconciliation from GAAP to Non-GAAP Financial Measures
30 Three Months Ended ($ in millions) March 31, 2021 Net income attributable to common stockholders $270 Real estate depreciation - Funds From Operations ("FFO") $270 Non-cash leasing and financing adjustments (28) Non-cash change in allowance for credit losses (4) Non-cash stock-based compensation
Slide 31: Definitions of Non-GAAP Financial Measures
31 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 de
Slide 32: Grand Garden Arena, MGM Grand
32 Grand Garden Arena, MGM Grand
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