INVESTOR PRESENTATION NOVEMBER 2017
DISCLAIMERS 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’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. Non-GAAP Financial Measures This presentation includes reference to Adjusted Funds from Operations (“AFFO”) and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”) . These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). The Company believes AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business. The Company defines AFFO as net income (or loss) excluding gains (or losses) from sales of property plus real estate depreciation, adjusted for direct financing lease adjustments and other depreciation (which is comprised of the depreciation related to our golf course operations). The Company defines Adjusted EBITDA as AFFO adjusted for income taxes and interest expense, net. Because not all companies calculate AFFO and Adjusted EBITDA in the same way as the Company and other companies may not perform such calculations, those measures as used by other companies may not be consistent with the way the Company calculates such measures and should not be considered as alternative measures of operating profit or net income. The presentation of these measures does not replace the presentation of the Company’s financial results in accordance with GAAP. See Reconciliation from GAAP to Non-GAAP Measures. 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
TABLE OF CONTENTS WHO WE ARE 1 PORTFOLIO OVERVIEW 2 HIGH-QUALITY, BEST-IN-CLASS TENANT 3 FINANCIAL OVERVIEW AND CAPITAL STRUCTURE 4 GOVERNANCE QUALITY AND MANAGEMENT / BOARD VIGOR 5 3
1 WHO WE ARE 4
VICI IS THE NEXT GENERATION EXPERIENTIAL REAL ESTATE COMPANY MISSION TO BE AMERICA’S MOST DYNAMIC LEISURE & HOSPITALITY EXPERIENTIAL REIT VISION WE WILL BE THE REAL ESTATE PARTNER OF CHOICE FOR THE WORLD’S LEADING CREATORS & OPERATORS OF PLACE -BASED, SCALED LEISURE & HOSPITALITY EXPERIENCES. OUR PARTNERS WILL OWN MARKET-LEADING RELATIONSHIPS WITH TODAY’S AND MOREOVER TOMORROW’S HIGHEST -VALUE CONSUMERS OF LEISURE & HOSPITALITY. OUR DYNAMIC RELATIONSHIPS WITH OUR PARTNERS WILL BE OUR ENGINE OF GROWTH 5 5
DIVERSIFIED PORTFOLIO OF HIGH-QUALITY, WELL-INVESTED EXPERIENTIAL REAL ESTATE Governance Portfolio Tenant Capital Optimal Structure and Operational Excellence and Financial Flexibility to Fund Quality and Diversity Experience Strong Credit Attributes Growth B a l a n c e d R e a l 1 9 M a r k e t - L e a d i n g 3 . 6 x C o r p . L e v e l $ 4 . 5 b i l l i o n M k t R e n t G u a r a n t y 2 E s t a t e a n d G a m i n g G a m i n g F a c i l i t i e s C a p ; > $ 9 . 0 b i l l i o n I n d u s t r y e x p e r i e n c e a n d 4 G o l f C o u r s e s e n t e r p r i s e v a l u e C Z R ~ $ 1 1 b i l l i o n w i t h t h e B o a r d a n d a c r o s s 9 s t a t e s $ 6 1 7 m i l l i o n a n d M a n a g e m e n t M k t C a p 3 2 . 5 m i l l i o n s q . f t . $ 3 6 6 m i l l i o n i n P r o 0 % R E I T / T e n a n t M a r k e t - L e a d i n g F o r m a 2 0 1 6 A d j . 3 5 - Y r M a s t e r L e a s e 1 B o a r d O v e r l a p L o y a l t y P r o g r a m & E B I T D A a n d A F F O , r e s p e c t i v e l y 3 N e t w o r k E f f e c t 0 % T e n a n t A p p r o x . 5 3 A c r e s o f 4 . 2 x N e t D e b t t o 2 . 5 x I n t e r e s t O w n e r s h i p o f R E I T D e v e l o p a b l e L a s V e g a s L a n d A d j u s t e d E B I T D A R C o v e r a g e R a t i o S e p a r a t i o n o f 3 C a l l O p t i o n s $ 1 B o f r e n o v a t i o n $ 3 5 0 m i l l i o n C a p e x C h a i r m a n & C E O P r o p e r t i e s @ 1 0 % r o l e s c a p i t a l s i n c e 2 0 1 3 R e q u i r e m e n t o f t e n a n t o v e r R o l l i n g C a p R a t e f o r 5 3 - y e a r P e r i o d s y e a r s Equity market values measured as of November 9, 2017. (1) 35 year master lease structured as 15-year initial term with four five-year extensions by Tenant. (2) See Appendix slide 35 for additional details regarding Corporate Level Rent coverage calculation. (3) Pro Forma Adjusted EBITDA in the Form 10, filed October 23, 2017 is $639.7 million. Such amount does not include approximately $22 to $24 million of estimated G&A costs expected to be incurred, such costs are not permitted to be given pro forma effect under applicable SEC rules. Therefore, pro forma Adjusted EBITDA is reduced by $23 million to take into consideration such expenses. 6
THE ADVANTAGE OF EXPERIENTIAL REAL ESTATE Consumer spending trends reveal that companies that sell “experiences” have consistently outperformed companies that sell “things” and the outperformance of those experience -based companies has proven the strength and resiliency of that benefit to shareholders, by providing them with significantly greater returns over time. S U P E R I O R R E T U R N S ( 1 ) S U P E R I O R R E V E N U E G R O W T H 450 250 Experience 400 225 Experience 350 200 300 175 250 Things 150 200 Things 125 150 100 100 75 50 2003 2005 2007 2009 2011 2013 2015 2017 2003 2005 2007 2009 2011 2013 2015 2017 Source: Evercore ISI Equity Research. Represents the comparison of 166 Companies that sell “things”, including retailers (online suc h as Amazon and in-store), manufacturers of consumer staples and durables as well as consumer discretionary items (such as Apple) to 138 Companies that sell “experiences”, including airlines , leisure related companies (examples include hoteliers, casino gaming, video game providers and manufacturers of recreational products such as camping equipment), media content providers, theater operators and restaurants (1) Returns as measured by total share price performance, excluding dividends. 7
FUNDAMENTAL ADVANTAGES OF EXPERIENTIAL AND GAMING REAL ESTATE 1 2 3 4 High Barriers to State & Local Geographic & Entry Given Incentives to 100% Cash Flow Legislative & Occupancy Segment Ensure Casinos Regulatory Diversity Thrive Controls Regional Gaming 7 5 Tenant Financial 6 8 Cash Flows Show Tenants are Transparent Low Volatility Growth Financially Transparency Through All Pipelines Strong Cycles, incl. Financial Crisis 8 8
2 PORTFOLIO OVERVIEW 9
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