VICI Investor Presentation

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20 of 31

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Real Estate

Published

2022

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#1#2DISCLAIMERS Forward Looking Statements Certain statements in this presentation are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on VICI Properties Inc.'s ("VICI" or the "Company") 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 strictly to historical facts and by the use of words such as "anticipates," "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 Company's control and could materially affect actual results, performance or achievements. Among those risks, uncertainties and other factors are: the impact of changes in general economic conditions and market developments, including rising inflation, rising interest rates, supply chain disruptions, consumer confidence levels, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; the impact of the rise in interest rates on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; our dependence on our tenants of our properties and their affiliates that serve as guarantors of the le ase payments and the negative consequences any material adverse effect on their respective businesses could have on us; the possibility that our pending transactions may not be consummated on the terms or timeframes contemplated, or at all; the ability of the parties to our pending transactions and any future transactions to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate the pending transactions, or other delays or impediments to completing the transactions; our ability to obtain the financing necessary to complete our pending acquisitions on the terms we currently expect in a timely manner, or at all; the effects of our recently completed transactions on us, including the future impact on our financial condition, financial and operating results, cash flows, strategy and plans; the anticipated benefits of certain arrangements with certain tenants relating to our funding of "same store" capital improvements in exchange for increased rent pursuant to the terms of our existing lease agreements with such tenants, which we collectively refer to as the Partner Property Growth Fund; our borrowers' ability to repay their outstanding loan obligations to us; our dependence on the gaming industry; our ability to pursue our business and growth strategies may be limited by our substantial debt service requirements and by the requirement that we distribute 90% of our real estate investment trust ("REIT") taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; our inability to maintain our qualification for taxation as a REIT; the impact of extensive regulation from gaming and other regulatory authorities; the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; the possibility that our tenants may choose not to renew our lease agreements following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to our lease agreements; our tenants and any guarantors' historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, including indebtedness assumed and incurred by us in connection with our recently completed transactions, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness; our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; our inability to successfully pursue investments in, and acquisitions of, additional properties; our ability to obtain the financing necessary to complete acquisitions or related transactions on the terms we currently expect in a timely manner, or at all; the possibility that any transactions may not be completed or that completion may be unduly delayed, and the potential adverse impact on our business, operations and stock price; the possibility that we identify significant environmental, tax, legal or other issues that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our recently completed transactions; the possibility of adverse tax consequences as a result of our recently completed transactions, including tax protection agreements to which we are a party; increased volatility in our stock price, including as a result of our pending or recently completed transactions; our inability to maintain our qualification for taxation as a REIT; the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties and changes in economic conditions or heightened travel security and health measures instituted in response to the se events; the loss of the services of key personnel; the inability to attract, retain and motivate employees; the costs and liabilities associated with environmental compliance; failure to establish and maintain an effective system of integrated internal controls; our reliance on distributions received from VICI Properties OP LLC, our operating partnership, and its subsidiaries to make distributions to our stockholders; our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; and competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. 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. Tenant and Borrower Information The Company makes no representation as to the accuracy or completeness of the information regarding its tenants, including Caesars Entertainment, Inc. ("Caesars"), Century Casinos, Inc. ("Century Casinos"), Cherokee Nation Entertainment, L.L.C. ("CNE"), the Eastern Band of Cherokee Indians ("EBCI"), Foundation Gaming and Entertainment LLC ("Foundation Gaming"), Seminole Hard Rock Entertainment, Inc. ("Hard Rock"), JACK Ohio LLC ("JACK Entertainment"), MGM Resorts International ("MGM"), PENN Entertainment, Inc. ("PENN Entertainment"), PURE Canadian Gaming Corp. ("PURE Canadian") and an affiliate of certain funds managed by affiliates of Apollo Global Management, Inc. ("Venetian Las Vegas Tenant"), borrowers and other companies included in this presentation. The historical audited and unaudited financial statements of Caesars, as the parent and guarantor of CEOC, LLC and MGM, as the parent and guarantor of MGM Lessee, LLC, the Company's significant lessees, have been filed with the Securities and Exchange Commission ("SEC"). Certain financial and other information for our tenants, guarantors, borrowers and other companies included in this presentation have been derived from their respective filings, if and as applicable, and other publicly available presentations and press releases. 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 industry, including market position, rent growth, corporate governance, and other analyses 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 a 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 Funds From Operations ("FFO"), FFO per share, Adjusted Funds From Operations ("AFFO"), AFFO per share, 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). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business. For additional information regarding these non-GAAP financial measures see "Definitions of Non-GAAP Financial Measures" included in the Appendix at the end of this presentation. Financial Data Financial information provided herein is as of December 31, 2022 unless otherwise indicated. Published on March 2, 2023. โ’ธVICI. 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#3#4VICI'S EVOLUTION SINCE FORMATION Demonstrated Track Record of Growth and Tenant Diversification - By Adj. EBITDA ($MM) VICI is a world-leading gaming and experiential REIT with 50 properties, 11 tenants, and significant scale and access to capital (ยฒ) Acquired Harrah's Las Vegas Significantly reduced leverage on the balance sheet Began institutionalization of gaming real estate sector Harrahs LAS VEGAS 2017 $690 (3) Completed 4th largest REIT IPO Expanded tenant roster with PENN Entertainment with acquisitions of Margaritaville & Greektown Modified Caesars leases to align Tenant Hard Rock / Landlord interests Harrahs PHILADELPHIA PENN ENTERTAINMENT 2018 Continued tenant diversification with Hard Rock, JACK, and Century Casinos Strengthened relationship with existing tenants, supporting Eldorado's acquisition of Caesars EELDORADO $722 CENTURY CASINOS CAESARS ENTERTAINMENT. JACK ENTERTAINMENT 2019 $847 Initial non-gaming investment in Chelsea Piers New York and investment in the Caesars Forum Convention Center 100% cash rent collection through COVID-19 to date CHELSEA PIERS NEW YORK EST. NY 1995 CAESARS FORUM 2020 $1,119 Announced $4Bn acquisition of Venetian Resort and $17.2Bn acquisition of MGM Growth Properties ("MGP") Began financing relationship with Great Wolf Resorts E THE VENETIAN RESORT MGM GROWTH PROPERTIES GREAT WOLF LODGE 2021 $1,307 Achieved investment grade ratings and S&P 500 inclusion Announced investments with Great Wolf and Cabot, as well as acquisition of Rocky Gap S&P 500ยฎ VE VENE RESORT HOTE GRAND CANAL 3355 CABOT ROCKY GAP. CASINO RESORT GOLF 2022 $2,215 First international investment with sale- leaseback of PURE Canadian Gaming assets Announced acquisition of remaining 49.9% stake in MGM Grand / Mandalay Bay Announced transactions with Canyon Ranch, Century Casinos, Foundation Gaming, and Fontainebleau Las Vegas MANDALAY BAY RESORT AND CASINO, LAS VEGAS MGM GRAND. CANYONRANCH. FONTAINEBLEAU LAS VEGAS Further Adj. LQA Q4'22+ PURE CASINO $2,825 (4) (1) See "Reconciliation from GAAP to Non-GAAP Measures" and "Definitions of Non-GAAP Financial Measures" on pages 24-28 for additional information. (2) As adjusted for VICI's pending acquisition of an interest in the land and buildings associated with Rocky Gap. (3) Represents (i) $545MM pro forma Adj. EBITDA for the nine months ended September 30, 2017, and (ii) $145MM Adj. EBITDA for the period from October 6, 2017 to December 31, 2017. (4) Represents annualized Q4'22 Adj. EBITDA of $654MM and adjusted for the impact of VICI's announced / closed transactions, including $16MM of incremental annual rent from VICI's pending acquisition of an interest in the land and buildings associated with Rocky Gap, $155MM of incremental annual rent from the consolidation of MGM Grand Las Vegas and Mandalay Bay (following March 1, 2023 rent escalation), $24MM of incremental annual rent from the acquisition of the real estate assets of Foundation Gaming, and $16MM of incremental annual rent from the acquisition of the real estate assets of PURE Canadian Gaming, excluding interest income from investments in Canyon Ranch Austin and Fontainebleau Las Vegas. VICI 4#5#6MISSION CRITICALITY OF REAL ESTATE VICI's Assets Have High Barriers-to-Entry & High Financial Transparency Compared to Traditional Net Lease REITS Occupant Business Model Underlying Asset Financial Transparency Barriers-to-Entry Average Rent Per Asset Type of Real Estate Remaining Lease Term 2020 Rent Collection CASINO Cash Flow Volatility P Long-Term CPI Protected Rent Roll VICI Experiential / Operational / Revenue Diversity High Gaming regulators require gross gaming revenue reporting from assets High -$57,620,000 Differentiated, Non-Commoditized -42 years (ยฒ) 100% Low (None to Date) 96% (3) Select Triple Net Lease REITs (1) 1.9% (4) Generally Conventional Goods and Services Low Low -$390,000 Highly Commoditized 9-11 years 70 - 99% Low -16-85% Same Store Rent Growth Source: Respective company filings, Green Street Advisors (1) Based on Net Lease REIT universe covered by Green Street Advisors (ADC, NNN, O, SRC, and WPC). (2) Weighted average lease term ("WALT") inclusive of all tenant renewal options. (3) Represents % of contractual rent subject to CPI-linked escalators over the full lease term (subject to any applicable caps or periods in which such provisions do not apply). (4) Reflects minimum annual contractual rent escalation as of February 2023. (5) Reflects same-property NOI growth per Green Street Advisors report as of December 7, 2022. VICI 0.5% (5) 6#7#8#9#10#11#12#13#14#15#16#17#18#19#20#21#22#23#24#25#26#27#28#29

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