Sale Leaseback of 38 Bowling Entertainment Centers with Bowlero Corp.

Made public by

sourced by PitchSend

4 of 9

Category

Real Estate

Published

2023

Slides

Transcriptions

#1VICI Sale Leaseback of 38 Bowling Entertainment Centers with Bowlero Corp. October 19, 2023 L INVEST IN THE EXPERIENCE PRETTYEYAY BOWLERO Alls the Bowlero Bowlero PM Bodlers 76 29 333 wer BOWLERO#2DISCLAIMERS Forward Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects," and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the control of VICI Properties Inc. and its subsidiaries (collectively, the "Company" or "VICI") and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks that the Company may not achieve the benefits contemplated by the acquisition of thirty-eight bowling entertainment centers (the "Bowlero Portfolio") from Bowlero Corp. ("Bowlero"), including any expected accretion or the amount of any future rent payments (including the anticipated rent escalations), entry into any future sale lease-back or other transactions between VICI and Bowlero, including pursuant to the Company's right of first offer, or the anticipated benefits thereof. Additional important factors that may affect the Company's business, results of operations and financial position are described from time to time in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q and the Company's other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. Bowlero Information The Company makes no representation as to the accuracy or completeness of the information regarding Bowlero included in this presentation. Certain financial and other information for Bowlero included in this presentation has been derived from public websites, if and as applicable, and other publicly available presentations and press releases, as well as information provided by Bowlero management. While we believe this information to be reliable, we have not independently investigated or verified such data. Market and Industry Data and Trademark Information This presentation contains estimates and information concerning the Company's or Bowlero's industry, including market position and other information regarding the properties, 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. The brands operated at our properties are trademarks of their respective owners. None of these owners nor any of their respective officers, directors, agents or employees have approved any disclosure contained in this presentation or are responsible or liable for the content of this presentation. Non-GAAP Financial Measures This presentation includes reference to Bowlero's Adjusted EBITDA, Adjusted EBITDAR, and other non-GAAP financial measures, 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 indicators of operating performance (as determined in accordance with GAAP). Bowlero may calculate Adj. EBITDA differently from VICI and other companies and accordingly, Bowlero's Adj. EBITDA may not be comparable to Adj. EBITDA reported by VICI or other companies. Refer to Bowlero's public filings for additional information with respect to Bowlero's non-GAAP financial measures. Published on October 19, 2023. OVICI. All rights reserved. No part of this publication may be reproduced, distributed or transmitted in any form or by any means, including without limitation photocopying, recording or any other electronic or mechanical methods, without the express written permission of VICI. VICI 2#3TRANSACTION OVERVIEW On October 19, 2023, VICI completed the acquisition of the real estate assets of 38 bowling entertainment centers (the "Bowlero Portfolio") from Bowlero Corp. ("Bowlero") in a sale leaseback transaction and entered into a triple net master lease with Bowlero Bowlero Master Lease - Summary Terms Tenant Initial Annual Cash Rent Term Contractual Rent Escalation Guarantor Right of First Offer ("ROFO") Consideration One or more wholly owned subsidiaries of Bowlero Corp. $31.6MM Initial lease term of 25 years with six 5-year renewal options Greater of 2.0% or CPI (subject to a 2.5% cap) Bowlero Corp. (NYSE: BOWL) Right of first offer on the sale leaseback of current or future Bowlero real estate for the next 8 years Units in a newly formed VICI subsidiary issued to Bowlero, cash on hand, and partial settlement of outstanding forward equity sale agreements $432.9MM Bowlero Portfolio Purchase Price 7.3% Acquisition Cap Rate 3.2x Bowlero FY23 Pro Forma Corporate Level Rent Coverage (1) Source: Bowlero FY 2023 public filings. Refer to Bowlero's public filings for additional information with respect to Bowlero's non-GAAP financial measures. (1) Represents corporate level rent coverage for Bowlero Corp., including rent from the Bowlero Master Lease. See page 13 for more information and reconciliations of this metric. Bowlero may calculate Adj. EBITDA differently from VICI and other companies and accordingly, Bowlero's Adj. EBITDA may not be comparable to Adj. EBITDA reported by VICI or other companies. VICI 3#4STRATEGIC RATIONALE Experiential Real Estate Ownership in the Family Entertainment Sector Aligning with VICI's Investment Criteria Family Entertainment Centers provide a live, in-person experience that cannot be disrupted and is supported by a broad demographic reach New Partnership with Market-Leading Company & Management Team VICI's Bowlero Master Lease has a parent guarantee from the largest bowling center operator in North America with a footprint over 6x larger than the next largest competitor and a long-standing proven management team with a differentiated strategy driving sector-leading growth and margins Bowling is a Proven and Durable Recreational Activity Bowling provides affordable recreation and has a track record of steady growth withstanding alternative out-of-home competitive entertainment threats, resilience and low cyclicality during economic cycles, and broad consumer reach and appeal Portfolio Diversification Further diversifies VICI's real estate portfolio with a new tenant, new sector and new real estate assets across 17 states, representing 11 new states for VICI -7 of which do not currently have commercial casinos (¹) Enhances VICI's Embedded Growth Pipeline VICI has a ROFO for future sale leasebacks as Bowlero continues executing its roll-up strategy in a highly fragmented sector with sizable addressable market expanding VICI's potential embedded growth pipeline Immediately Accretive Expected to be immediately accretive to AFFO per share (1) Reflects number of states that do not have commercial casinos in operation per the American Gaming Association. VICI passe WALL HAR excen ESPAL INVADE ZOMBIE ZOMBIE LEAD Wartze Bowlero North Brunswick - North Brunswick, NJ Chic TUES PRIZES PRIZES BURLER PORTERY Bowlero Brentwood - Brentwood, CA 500 THOMIEVO BUDDING DEAD Bowlero San Antonio San Antonio, TX 4#5THE BOWLERO BUSINESS MODEL MEETS EACH OF VICI'S INVESTMENT CRITERIA X Low Cyclicality Favorable Supply/ Demand Balance IN BOWLERO CORPORATION Low Secular Threat Experiential Durability & Longevity imi 010 Low Cyclicality The bowling industry has experienced steady growth over a multi-decade period (1) driven by wide appeal to adults and children across demographic groups ● • Bowlero's premium customer experience and upscale offering enhances broad demographic appeal During recessionary periods, the bowling industry benefits from "entertainment trade down" and experiences only modest declines in revenue given the affordable price point Low Secular Threat • Core experience is a combination of socialization and sports / active recreation, which cannot be digitized or disrupted ● Experiential Durability & Longevity Bowling is the #1 participatory sport in the U.S.(2) with robust participation for a multi-decade period despite the introduction of many new out-of-home entertainment alternatives Bowling centers are an ideal place for organized events, ranging from birthday parties to corporate events, and often function as community centers in various parts of the country ● League play provides a large, stable source of recurring revenue resulting from a loyal customer base Favorable Supply / Demand Balance • Bowlero is the market leader in consolidating a highly fragmented industry Barriers to entry include brand recognition, scale efficiencies, and the time- and resource-intensiveness of rolling out new bowling centers at scale • Bowlero is introducing new technology (e.g., Bowlero's MoneyBowl phone app) which will add further to its business complexity and scale advantage deepening their competitive Source: U.S. Census Bureau, National Sporting Goods Association. (1) Based on U.S. Census Bureau bowling center industry revenue data from 1998-2019. See page 10 for more detail. (2) Per "Sports Participation in the United States" 2023 report published by the National Sporting Goods Association. VICI 5#6VICI'S ACQUIRED BOWLERO PORTFOLIO OVERVIEW VICI Acquired a Diverse Portfolio of 38 Family Entertainment Centers with a Footprint Across 17 States $31.6MM Initial Annual Cash Rent 1.6MM Square Feet ~47% Adjusted Property-Level EBITDAR Margin(1) ~$70MM Operator Funded Capex In Process (2) Bowlero Bowtero Bowlero Bowlero San Antonio - San Antonio, TX CA Bowlero Portfolio New Real Estate Ownership States for VICI Current States for VICI 122 NE KS TX Bowlero Commack - Commack, NY MN IA WI Refer to Bowlero's public filings for additional information with respect to Bowlero's non-GAAP financial measures. (1) See page 12 for more information and reconciliations of this metric. (2) Reflects estimated in process and planned near-term refurbishments from Bowlero. VICI AL OH SC FL PA VA NY MD CT NJ ΜΑ XOX Bowlero Norwalk - Norwalk, CT 6#7WHO IS BOWLERO? Bowlero is a Global Leader and Market Innovator in Bowling Entertainment with a Decades Long History as the Largest Operator of Bowling Centers in the World 350 Properties in North America $1.1 Bn FY23 Consolidated Revenue (1) -$200MM Annual Free Cash Flow 1938 The original Bowlmor Lanes opens its doors in Greenwich Village, NYC $2.9Bn Enterprise Value $354MM FY23 Adjusted EBITDA (1) 2.7x FY23 Net Leverage (¹) R AMF 2013 Bowlmor Lanes acquires AMF Bowling and creates Bowlmor AMF BOWL NYSE Ticker 33.5% FY23 Adjusted EBITDA Margin(1) Boulgu 2014 -30MM Guests Per Year 2014 Bowlmor AMF launches its new brand Bowlero, in Woodlands, Texas Long-Standing Track Record of Strategic Growth & Acquisitions BOWLERO CORPORATION 2018 Largest bowling operator with a diverse portfolio in highly attractive markets across North America Highly profitable model that yields -$200mm of cash flow per year for reinvestment through conversions, acquisitions and new builds yielding returns between 25-40% (2) Bowlmor AMF Bowlmor AMF acquires the officially Brunswick becomes Corporation's Bowlero bowling center Corporation business Sector-leading economics with Corporate FY23 Adj. EBITDA margins of 33.5% (1) and industry-leading free cash flow conversion Proven and sustainable roll-up strategy with identified future growth opportunities in a highly fragmented industry Experienced management team with a history of innovation and successful execution of growth strategy, driving attractive returns PBAS 2019 Bowlero Corp purchases the Professional Bowlers Association 1997 Tom Shannon acquires and sets out to revolutionize Bowlmor Lanes into an upscale bowling experience Source: Bowlero FY 2023 public filings, FactSet as of October 13, 2023. (1) Represents FY2023 ended July 2, 2023. Refer to page 13 for a reconciliation of these non-GAAP financial measures to the nearest GAAP equivalent and to Bowlero's public filings for additional information with respect to Bowlero's historical financial results and non-GAAP financial measures, including definitions and footnotes with respect thereto. (2) Indicative one-year unlevered returns to Bowlero based on a dataset from FY16-FY22, including gross investments of $150MM for Conversions, ~$155MM for Acquisitions and ~$65MM for New Builds. Acquisitions includes the benefit of subsequent sales of underlying land and/or centers. New Build includes the benefit of Tenant Improvement Allowances. VICI 2020 BOWLERO Bowlero begins in-center gamification initiatives 2021 Moneybowl Bowlero goes public in December 2021 after merging with Isos Bowlers 2022 In-center gamification: Launches MoneyBowl LUCKY STRIKE 2023 Bowlero exceeds $1.0Bn in total FY23 revenue Announces acquisition of Lucky Strike 7#8BOWLERO'S SCALE AND FOOTPRINT Bowlero has a Growing Portfolio of 350 Properties in Diverse and Attractive Markets Across 30 States, Canada, Mexico and Puerto Rico in a Highly Fragmented Industry with Sizable Total Addressable Market Bowlero operates its 350-asset portfolio across three core brands - Bowlero, AMF and Lucky Strike -75% of Bowlero's revenue is generated by properties located in or adjacent to Top 25 Metropolitan Statistical Areas by population and Bowlero aims to continue to grow its footprint in attractive markets Bowlero has demonstrated its commitment to achieving scale by acquiring 63 new properties since June 2021(¹), including the acquisition in September 2023 of 14 Lucky Strike Entertainment properties There are over 3,500 independent bowling centers in North America providing a long runway for Bowlero to execute its consolidation strategy with VICI as a potential financing partner Bowlero believes there is opportunity to acquire ~500-1,000 properties, convert 150+ existing properties, and build -200 new properties Largest Bowling Operator in North America by Property Count... (2) 350 Bowlero Over 6.0x Larger than the Next Largest Operator 53 Peer A (3) 14% 35% 18 2% Peer B ...With a Diversified Revenue Mix(4) 15 49% Peer C -3,500 Media Independent Bowling Centers Bowling Food & Beverage Amusement & Other Source: Bowlero FY 2023 public filings. (1) Refer to Bowlero's public filings for additional information. (2) Information obtained from Bowlero peer company websites and Bowlero management estimates as of FY 2023. Excludes centers that have yet to open for all companies shown. (3) Subsidiary of a larger company. (4) Based on FY 2023 results. VICI 8#9BOWLERO'S CAPEX CONVERSION PLANS ARE KEY TO ITS DIFFERENTIATED STRATEGY Bowlero has a $70MM Capex Plan for the Portfolio Acquired by VICI ● ● ● ● ● Bowlero has a demonstrated track record of successfully driving growth at its properties by utilizing free cash flow to upgrade acquired assets to upscale experiential Bowlero-branded locations Property conversions enhance the customer offering with more upscale entertainment concepts, including premium lounge seating, high-end dining areas, arcade and billiards areas, and tailored customer service for individuals and group events Bowlero's capex conversion strategy follow a multi-phased approach: Phase I: Update or add arcades, cosmetic improvements (i.e., floors, lights, paint), and audio-visual system upgrades - Bowlero's Capex Approach Phase II: Rebranding, including signage changes, and making a transition to a more upscale product offering, including an updated kitchen and bar, front desk, and layout renovations BOWLERO NORWALK $4.0M M Net Cash Invested 47% ROI Illustrative Bowlero Capex Conversion Case Studies: Certain VICI Acquired Properties BOWLERO NORTH. BRUNSWICK 2.1 Payback Years Former AMF center acquired by Bowlero in 2013 acquisition of AMF Bowling Pre-conversion revenue of $3.1mm and EBITDA of $1.0mm Year 1 performance after conversion of revenue of $5.7mm and EBITDA of $2.9mm Before . SOBOBOO@stela CHANC0000 $4.7 MM Net Cash Invested 56% ROI After 1.8 Payback Years 1420 Former Brunswick center acquired by Bowlero in 2014 acquisition of Brunswick Bowling Centers Pre-conversion revenue of $4.0mm and EBITDA of $1.0mm Year 1 performance after conversion of revenue of $7.0mm and EBITDA of $3.2mm EBITDA margin expansion of +948 basis points EBITDA margin expansion of +2,099 basis points Source: Bowlero public filings and information provided by Bowlero management. Case studies based on historical information provided by Bowlero and prepared on a basis consistent with their financial statements.. Historical results may not be a reliable indicator of future results. VICI 9

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

KKR Real Estate Finance Trust Results Presentation Deck image

KKR Real Estate Finance Trust Results Presentation Deck

Real Estate

KKR Real Estate Finance Trust Investor Presentation Deck image

KKR Real Estate Finance Trust Investor Presentation Deck

Real Estate

KKR Real Estate Finance Trust Investor Presentation Deck image

KKR Real Estate Finance Trust Investor Presentation Deck

Real Estate

KKR Real Estate Finance Trust Investor Presentation Deck image

KKR Real Estate Finance Trust Investor Presentation Deck

Real Estate

KKR Real Estate Finance Trust Results Presentation Deck image

KKR Real Estate Finance Trust Results Presentation Deck

Real Estate

KKR Real Estate Finance Trust Results Presentation Deck image

KKR Real Estate Finance Trust Results Presentation Deck

Real Estate

KKR Real Estate Finance Trust Results Presentation Deck image

KKR Real Estate Finance Trust Results Presentation Deck

Real Estate

KKR Real Estate Finance Trust Results Presentation Deck image

KKR Real Estate Finance Trust Results Presentation Deck

Real Estate