Sale Leaseback of Four Canadian Casino Properties with Century Casinos Inc.

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Real Estate

Published

2023

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#1#2#3AU TRANSACTION OVERVIEW On May 16, 2023, VICI entered into definitive documentation to acquire the real estate assets of four casinos in Alberta, Canada from Century Casinos, Inc. (“Century") and lease back such assets to Century in an amended existing master lease; the four assets are Century Casino & Hotel Edmonton, Century Casino St. Albert, Century Downs Racetrack and Casino, and Century Mile Racetrack and Casino (collectively, the "Century Canadian Portfolio") $107.77 C$221.7MM / US$164.7MM Purchase Price (1) VICI 7.8% Acquisition Cap Rate C$17.3 MM / US $12.8MM Initial Annual Cash Rent (1) Century Triple Net Master Lease - Summary Amended Terms Tenant Initial Annual Cash Rent (¹) Term Rent Escalation Guarantor Wholly owned subsidiaries of Century Casinos, Inc. C$17.3 million / US$12.8 million Existing Century Master Lease extended such that initial lease term is 15 years from closing, with four 5-year tenant renewal options (2) CAD denominated rent under the master lease escalates annually at the greater of 1.25% and Canadian CPI (not to exceed 2.50% for any given lease year) First escalation of CAD denominated rent occurs on January 1, 2025 Century Casinos, Inc. (NASDAQ: CNTY) This transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the second half of 2023 Note: All currency values $ Canadian unless otherwise noted. (1) Assumes exchange rate of C$1.00 CAD:US$0.74 USD as of May 16, 2023. (2) Century exercised its first renewal option, so the Century Master Lease will have three remaining tenant renewal options. 3#4STRATEGIC RATIONALE Continued International Growth in a Highly Regulated, Stable Gaming Market Second sale-leaseback transaction in Canada demonstrates continued growth in highly attractive Canadian gaming market with over C$17 billion / US$13 billion GGR in 2019 across 114 casinos (1) Deepens Existing Partnership with Tenant Fourth transaction with Century Casinos further develops relationship with strong, growth-oriented operator allowing Century to efficiently monetize owned real-estate while increasing total annual rent to VICI under the master lease to an aggregate US$55.7 million (2) Favorable Lease Terms with Master Lease & Parent Guarantee Protection Assets will be added to the existing master lease supported by healthy rent coverage and a corporate guarantee from a publicly traded company with additional wholly owned assets Immediately Accretive Expected to be immediately accretive to AFFO per share and at a spread to VICI's cost of capital Demonstrates Ability to Generate Consistent Growth at Attractive Cap Rates Opportunity to acquire C$17.3 million / US$12.8 million of inflation-protected rent at a 7.8% acquisition cap rate CENTURY DOWNS RACING Century Downs Racetrack and Casino CASINO CASINO Century Mile Racetrack and Casino Note: All currency values $ Canadian unless otherwise noted. (1) Per Canadian Gaming Association; assumes exchange rate of C$1.00 CAD:US$0.74 USD as of May 16, 2023. 2019 represents most recent full year prior to COVID-19 pandemic. (2) Includes the impact of VICI's pending acquisition of the leasehold interest in the land and building associated with Rocky Gap Casino Resort ("Rocky Gap") and excludes incremental ~$4.2 million of annual rent related to the Century Casino Caruthersville Partner Property Growth Fund Investment. VICI 4#5CENTURY CANADIAN PORTFOLIO OVERVIEW Gaming Square Feet Acreage Slots / VLTs Table Games Other Amenities ● VICI ● ● Century Edmonton 29,225 6.0 800 / 30 23 Off-track betting parlor 5 F&B outlets 10,700 SF showroom that seats 500 guests 3,000 SF showroom that seats 200 guests 26 hotel rooms Source: Century public filings as of December 31, 2022. Edmonton ● Century St. Albert CASINO 13,269 7.1 410/24 10 • Off-track betting parlor ● 2 F&B outlets A lounge A banquet facility ● Century Mile 19,407 100.0 570 / 14 Horse racetrack Off-track betting parlor 4 F&B outlets Calgary ● Century Downs CENTURY DOWN 17,459 57.3 663 / 10 Horse racetrack • Off-track betting parlor 2 F&B outlets • A lounge and an entertainment area LO 5#6#7#8

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