HARRAH S LAS VEGAS TRANSACTION OVERVIEW

Transcription

1 HARRAH S LAS VEGAS TRANSACTION OVERVIEW

2 DISCLAIMERS Forward-Looking Statements Certain statements in this presentation and discussed at investor meetings which this presentation accompanies that are not historical facts are forwardlooking statements within the meaning of the Private Securities Litigation Reform Act of Forward-looking statements are based on the Company s current plans, expectations and projections about future events and are not guarantees of future performance. These statements can be identified by the fact that they do not relate to strictly historical and current facts and by the use of the words such as expects, plans, opportunity and similar words and variations thereof. These statements involve known and unknown risks, uncertainties and other factors including, among others, those set forth in the Company s filings with the Securities and Exchange Commission (the SEC ), including its Registration Statement on Form 10 filed with the SEC on July 31, 2017 (as subsequently amended and became effective on September 29, 2017 and as further amended on October 23, 2017) and any future reports the Company files with the SEC, that may cause the Company s actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements included in this presentation. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of this presentation, whether as a result of new information, future events, changed circumstances or any other reason. Market and Industry Data This presentation contains estimates and information concerning the Company s industry, including market position, rent growth and rent coverage of the Company s peers, that are based on industry publications, reports and peer company public filings. This information involves a number of assumptions and limitations, and you are cautioned not to rely on or give undue weight to this information. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications, reports or filings. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the Risk Factors section of the Company s public filings with the SEC. Not a Securities Offer or Recommendation This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any security of VICI or any other person. Nothing in this presentation should be construed as a recommendation to buy, sell, or hold any investment in or security of VICI or any other person, nor is anything in this presentation intended to provide tax, legal or investment advice. 2

3 TRANSACTION OVERVIEW Harrah s Las Vegas Acquisition Undeveloped Land Disposition Purchase Price $1.136 billion Sale Price $73.6 million 09/30/17 LTM EBITDAR 1 $132 million Acreage acres Year 1 Rent = NOI $87.4 million Valuation $4.0 million/acre Implied Cap Rate 7.7% Tenant CRC 2 Rights of First Offer 1) On Convention facility postconstruction 2) On Centaur Real Estate Guarantor CRC 2 Escalator Triple-Net Lease Terms Tenant Capex Requirements 1%/year for five years; thereafter Greater of 2% or CPI Initial 15 years; Followed by 4 five-year renewals Minimum $171 million required between 2017 and 2021 (1) Per Caesars Entertainment December 1, 2017 Investor Presentation, CRC LTM Sep 2017 Adjusted EBITDAR pro forma the Centaur acquisition is $1.266 billion (Adjusted EBITDA of $1.179 billion plus rent of $87.4 million), which is 14.5x year 1 rent of $87.4 million. See Caesars Investor Presentation at Exhibit 99.1 to Caesars Entertainment Corporation s Current Report on Form 8-K dated December 1, 2017, for a reconciliation of the non-gaap financial information of CRC, Harrah s Las Vegas and Caesars, referred to herein. (2) Caesars Resorts Collection, LLC ( CRC ) will guaranty the payment and performance of all monetary obligations under the lease, pending regulatory approval. 3

4 Financial Strategic STRATEGIC RATIONALE AND TRANSACTION BENEFITS Objectives Portfolio Mix and Quality Increase presence in center strip Las Vegas: irreplaceable asset, world class location, limited new supply in market, attractive acquisition to acquire a Strip property below replacement cost at 7.7% cap rate on in-place. Monetizes a portion of the undeveloped land portfolio. Tenant Strength Reflective of partnership and strong relationship with Caesars. 15-year lease; Four 5-year renewals; Year 8 rent resets based on underlying performance. Growth Disciplined Management Valuation Obtain ROFR to acquire world class Convention Center. Adds ROFR on recent Caesars Centaur acquisition. Proving the ability to identify and close accretive transactions. Capacity to negotiate with Caesars on arm s length basis. Acquiring a high value asset at 7.7% cap rate, above VICI s implied company cap rate. Leverage Rent Coverage De-leveraging continues with net debt / EBITDA moving lower given the common stock sale. Property level coverage begins at 1.5x; grows with (1) continued rooms renovation, (2) completion of the Convention Center. CRC with $1.3 billion in EBITDAR 1 will guarantee HLV lease payment. Capital Allocation Raised $1 billion of equity at $18.50 per share in less than 60 days as a standalone company. Refinancing & deleveraging provides flexibility and capacity to pursue future growth. (1) CRC will guaranty the payment and performance of all monetary obligations under the lease, pending regulatory approval. Per Caesars Entertainment December 1, 2017 Investor Presentation, CRC LTM Sep 2017 Adjusted EBITDAR pro forma the Centaur acquisition is $1.266 billion (Adjusted EBITDA of $1.179 billion plus rent of $87.4 million), which is 14.5x year 1 rent of $87.4 million. See Caesars Investor Presentation at Exhibit 99.1 to Caesars Entertainment Corporation s Current Report on Form 8-K dated December 1, 2017, for a reconciliation of the non-gaap financial information of CRC, Harrah s Las Vegas and Caesars, referred to herein. 4

5 HARRAH S LAS VEGAS AN ICONIC LAS VEGAS STRIP ASSET Property Overview Harrah s Las Vegas Historical Performance 1 Attractive Amenities ($ in millions) 32% 35% 36% 2,530 rooms / suites 1,210 slots, 90 tables, 90,600 square feet casino space Mardi Gras and carnival theme with 16 restaurants and bars 24,000 square feet of meeting space Retail shopping, spa services, parking garage High mix of casino gaming customers with strong loyal customer base 23% $339 $351 $364 $318 $110 $123 $132 $ LTM 9/30/17 Net Revenue Adj. EBITDA Adj. EBITDA Margin Capital Expenditures Over 1,600 rooms upgraded past 2 years (~60% of rooms). Tenant property capital expenditure requirements under the lease are a minimum of $171 million between 2017 and ) Source: Caesars Entertainment December 1, 2017 Investor Presentation. See Caesars Investor Presentation at Exhibit 99.1 to Caesars Entertainment Corporation s Current Report on Form 8-K dated December 1, 2017, for a reconciliation of the non-gaap financial information of CRC, Harrah s Las Vegas and Caesars, referred to herein. 5

6 LAND SALE D E M O N S T R AT E D A B I L I T Y T O C A P I TA L I Z E O N S T R AT E G I C O P P O R T U N I T I E S VICI-owned 27 acres of land that is part of the Non- CPLV lease strategically located adjacent to the LINQ and behind Planet Hollywood Caesars expected East Side Convention Center Caesars-owned land VICI-owned 7 acres of strip frontage property at Caesars Palace part of the CPLV lease and available for redevelopment 6

7 PUT / CALL FEATURES RELATED TO THE CONVENTION CENTER East Side Convention Center ( ECC ) An estimated $375 million 550,000 square foot facility containing 300,000 square feet of meeting space. Enclosed connector to Harrah s Las Vegas. Caesars expects to break ground during the second quarter of A two year construction period is currently expected. If ECC is built: Beginning in 2024, Caesars will have a 1-year put option to VICI In a sale leaseback transaction to sell up to $35.4MM in rent Subject to a 1.75x LTM combined HLV and Convention Center rent coverage floor Priced at a 7.7% Cap Rate (a 13.0x purchase multiple.) If Caesars exercises the option and VICI does not close within 6 months, Caesars will have the option to purchase Harrah s Las Vegas for 1 year at a 7.7% Cap Rate (a 13.0x purchase multiple.) If Caesars does not exercise the put option by 2027, VICI will have a 1-year call option on the ECC In a sale leaseback transaction to purchase up to $35.4MM in rent Subject to a 1.75x LTM combined HLV and Convention Center rent coverage floor Priced at a 7.7% Cap Rate (a 13.0x purchase multiple.) Note: Additional information on the Put/Call Agreement is set forth in the Form 8-K on file with the Securities and Exchange Commission, dated November 29, 2017 and amended on November 30,

8 CAP RATE COMPARISON: 2017 S FIVE U.S. SINGLE-ASSET TRADES WITH NOI >$70MM Acquirer Seller Asset Harrah s Las Vegas, NV National Harbor, MD 245 Park Avenue New York, NY 1515 Broadway Worldwide Plaza 50 Northern Avenue Boston, MA Net Operating Income $87.4MM $95MM $115MM $78MM $83MM $70MM Purchase Price 1 $1.136 billion $1.19 billion $2.2 billion $1.95 billion (43%) $1.73 billion (49%) $1.2 billion (45%) Cap Rate 7.7% 8.0% 5.2% 4.0% 4.9% 5.8% Asset Type Casino Casino Office Office Office Medical Office Sources: Real Capital Analytics (RCA) (1) Percentages in parentheses represent the stake acquired in the property. The purchase price represents the implied price of a 100% interest. 8

9 CAP RATE COMPARISON: 2016 S U.S. SINGLE-ASSET TRADES WITH NOI >$70MM Acquirer Seller Asset Fashion Show Mall Las Vegas, NV 10 Hudson Yards New York, NY 1095 Sixth Ave 1211 Sixth Ave 787 Seventh Ave 1285 Sixth Ave Net Operating Income $98MM $80MM $96MM $76MM $89MM $78MM Purchase Price 1 $2.5 billion (50%) $2.15 billion (44%) $2.4 billion (49%) $1.75 billion (49%) $1.94 billion $1.65 billion Cap Rate 3.9% 3.7% 4.1% 4.4% 4.6% 4.7% Asset Type Retail Office Office Office Office Office Sources: Real Capital Analytics (RCA) (1) Percentages in parentheses represent the stake acquired in the property. The purchase price represents the implied price of a 100% interest. 9

10 HARRAH S LAS VEGAS LEASE AGREEMENT STRUCTURE Corporate Rent Coverage Ratio expected to be [13.X]x 2 Harrah s Las Vegas Initial Base Rent $87.4 million T R I P L E N E T S T R U C T U R E T E R M G U A R A N T E E C A P E X R E Q U I R E M E N T C O V E R A G E - Annual escalator of 1% until Thereafter, 2% or change in CPI beginning in year 6 Lease Years 1-5: Initial Base Rent, subject to Annual Escalator beginning 2 nd lease year 6 th Lease Year and Beyond: Rent subject to Annual Escalator plus adjustments for changes in Annual Non-CPLV Facility Net Revenue 15-year initial term with four 5-year renewal options Caesars Resorts Collection, LLC ( CRC ) will guaranty the payment and performance of all monetary obligations under the Leases $171MM to be spent on capex from and then 1% of net revenue annual capex requirement on property improvements after 2021 (excludes slots, IT, etc.) On a pro forma basis as of the LTM period ended September 30, 2017 the Corporate Rent Coverage under the lease guarantee would be 14.5x 1 (1) Per Caesars Entertainment December 1, 2017 Investor Presentation, CRC LTM Sep 2017 Adjusted EBITDAR pro forma the Centaur acquisition is $1.266 billion (Adjusted EBITDA of $1.179 billion plus rent of $87.4 million), which is 14.5x year 1 rent of $87.4 million. Note: Additional information on the Lease Agreement is set forth in the VICI Properties Form 8-K on file with the Securities and Exchange Commission, dated November 29, 2017 and amended on November 30,