Rocky Gap Casino Resort Transaction Overview

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Real Estate

Published

2022

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#1#2#3#4ROCKY GAP - TRANSACTION OVERVIEW VICI ENTERED INTO DEFINITIVE DOCUMENTATION TO ACQUIRE THE REAL ESTATE ASSETS OF ROCKY GAP (ยน) AND LEASE TO CENTURY CASINOS IN AMENDED EXISTING MASTER LEASE ROCKY GAP ACQUISITION Purchase Price LTM 6/30/22 Adj. EBITDAR of Rocky Gap(2) Asset Level Rent Coverage Incremental Initial Annual Rent PropCo Multiple Implied RE Cap Rate PropCo Consideration VICI (1) (2) $260.0 million ($203.9 million PropCo / $56.1 million OpCo) $26.3 million 1.70x $15.5 million 13.16x 7.60% Cash on Balance Sheet/ ATM Proceeds CENTURY CASINOS PARTNERSHIP Tenant Guarantor Triple-Net Lease Terms Rent Escalation (3) Variable Rent Mechanics Tenant Capex Requirements Wholly owned subsidiary of Century Casinos, Inc. Century Casinos, Inc. (NASDAQ: CNTY) Existing Century Master Lease extended such that initial lease term is 15 years from closing, with four 5- year tenant renewal options Greater of 1.25% or the change in CPI Variable rent to be removed from the amended Century Master Lease 1.0% of net revenue (excluding gaming equipment, IT etc.) annually on a rolling 3-year basis The land and buildings of Rocky Gap are leased from the Maryland Department of Natural Resources under a 40-year ground lease expiring in 2052 (plus a 20-year renewal option). Adj. EBITDAR is a non-GAAP financial measure. See page 8 of this presentation for a reconciliation to the most comparable GAAP financial measure. Rocky Gap escalation will commence after no less than a full 12 months post closing, with escalation timing and terms consistent with the existing master lease with Century ("Century Master Lease"). CPI based escalation is not subject to a cap. 4#5#6#7#8

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