HARRAH’S LAS VEGAS · Asset Harrah’s Las Vegas, NV National Harbor, MD 245 Park Avenue New...

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HARRAH’S LAS VEGAS TRANSACTION OVERVIEW

Transcript of HARRAH’S LAS VEGAS · Asset Harrah’s Las Vegas, NV National Harbor, MD 245 Park Avenue New...

Page 1: HARRAH’S LAS VEGAS · Asset Harrah’s Las Vegas, NV National Harbor, MD 245 Park Avenue New York, NY 1515 Broadway New York, NY Worldwide Plaza New York, NY 50 Northern Avenue

HARRAH’S LAS VEGAS TRANSACTION OVERVIEW

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Forward-Looking Statements

Certain statements in this presentation and discussed at investor meetings which this presentation accompanies that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the Company’scurrent plans, expectations and projections about future events and are not guarantees of future performance. These statements can be identified by the factthat 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 andvariations thereof. These statements involve known and unknown risks, uncertainties and other factors including, among others, those set forth in theCompany’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 Companyfiles with the SEC, that may cause the Company’s actual results, performance and achievements to materially differ from any future results, performance andachievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statementsincluded in this presentation. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or reviseany forward-looking statements after the date of this presentation, whether as a result of new information, future events, changed circumstances or any otherreason.

Market and Industry Data

This presentation contains estimates and information concerning the Company’s industry, including market position, rent growth and rent coverage of theCompany’s peers, that are based on industry publications, reports and peer company public filings. This information involves a number of assumptions andlimitations, and you are cautioned not to rely on or give undue weight to this information. The Company has not independently verified the accuracy orcompleteness of the data contained in these industry publications, reports or filings. The industry in which the Company operates is subject to a high degree ofuncertainty 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 presentationshould 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 presentationintended to provide tax, legal or investment advice.

DISCLAIMERS

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TRANSACTION OVERVIEW

Implied Cap Rate 7.7%

09/30/17 LTM EBITDAR

1 $132 million

Year 1 Rent = NOI $87.4 million

Tenant CRC2

Escalator

1%/year for five years;thereafter

Greater of 2% or CPI

Triple-Net Lease TermsInitial 15 years;

Followed by 4 five-year renewals

Tenant Capex Requirements

Minimum $171 million required between 2017 and 2021

Purchase Price $1.136 billion

Guarantor CRC2

Rights of First Offer1) On Convention facility post-

construction2) On Centaur Real Estate

Acreage 18.36 acres

Valuation $4.0 million/acre

Sale Price $73.6 million

Harrah’s Las Vegas Acquisition Undeveloped Land Disposition

(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.

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STRATEGIC RATIONALE AND TRANSACTION BENEFITS

Stra

tegi

cF

ina

nc

ial

Capital Allocation

Leverage

Proving the ability to identify and close accretive transactions.

Capacity to negotiate with Caesars on arm’s length basis.

Valuation

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.

Disciplined

Management

De-leveraging continues with net debt / EBITDA moving lower given the common stock sale.

Growth

Tenant Strength

Acquiring a high value asset at 7.7% cap rate, above VICI’s implied company cap rate.

Obtain ROFR to acquire world class Convention Center.

Adds ROFR on recent Caesars’ Centaur acquisition.

Portfolio Mix and

Quality

Reflective of partnership and strong relationship with Caesars.

15-year lease; Four 5-year renewals; Year 8 rent resets based on underlying performance.

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.

Objectives

Rent CoverageProperty level coverage begins at 1.5x; grows with (1) continued rooms renovation, (2)

completion of the Convention Center.

CRC with $1.3 billion in EBITDAR1 will guarantee HLV lease payment.

(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.

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HARRAH’S LAS VEGAS – AN ICONIC LAS VEGAS STRIP ASSET

Harrah’s Las Vegas Historical Performance1Property Overview

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

Attractive Amenities

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 2021.

$318$339 $351 $364

$72$110 $123 $132

23%

32%35% 36%

2014 2015 2016 LTM 9/30/17

Net Revenue Adj. EBITDA Adj. EBITDA Margin

($ in millions)

1) 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.

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VICI-owned 7 acres of strip frontage property at Caesars Palace part of the CPLV lease and available

for redevelopment

VICI-owned 27 acres of land that is part of the Non-CPLV lease strategically located adjacent to the LINQ

and behind Planet HollywoodCaesars-owned land

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

Caesars’ expected East Side Convention

Center

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• 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 2018.

• 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.)

PUT / CALL FEATURES RELATED TO THE CONVENTION CENTER

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, 2017.

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Acquirer

Seller

AssetHarrah’s

Las Vegas, NVNational

Harbor, MD

245 Park Avenue New

York, NY

1515 BroadwayNew York, NY

Worldwide Plaza New York, NY

50 Northern Avenue Boston,

MA

NetOperating Income

$87.4MM $95MM $115MM $78MM $83MM $70MM

Purchase Price1

$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

CAP RATE COMPARISON: 2017’S FIVE U.S. SINGLE -ASSET TRADES WITH NOI >$70MM

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.

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CAP RATE COMPARISON: 2016’S U.S. SINGLE-ASSET TRADES WITH NOI >$70MM

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.

Acquirer

Seller

AssetFashion Show

MallLas Vegas, NV

10 Hudson Yards New York, NY

1095 Sixth Ave New York, NY

1211 Sixth Ave New York, NY

787 Seventh AveNew York, NY

1285 Sixth AveNew York, NY

NetOperating Income

$98MM $80MM $96MM $76MM $89MM $78MM

Purchase Price1

$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

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HARRAH’S LAS VEGAS LEASE AGREEMENT STRUCTURE

T E R M

Harrah’s Las Vegas

Initial Base Rent $87.4 million

- Annual escalator of 1% until 2022- Thereafter, 2% or change in CPI beginning in year 6

Lease Years 1-5:Initial Base Rent, subject to Annual Escalator beginning 2nd lease year

6th Lease Year and Beyond:Rent subject to Annual Escalator plus adjustments for changes in Annual Non-CPLV Facility Net Revenue

T R I P L E N E T S T R U C T U R E

G U A R A N T E E

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

Corporate Rent Coverage Ratio

expected to be [13.X]x2

(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, 2017.

C A P E X R E Q U I R E M E N T

$171MM to be spent on capex from 2017-2021 and then 1% of net revenue annual capex requirement on property improvements after 2021 (excludes slots, IT, etc.)

C O V E R A G E On a pro forma basis as of the LTM period ended September 30, 2017 the Corporate Rent Coverage under the lease guarantee would be 14.5x1