Investor Presentaiton
SUMMARY OF TERMS OF PUT/CALL AND ROFR AGREEMENTS
The descriptions of the Put/Call Agreements and ROFR Agreements herein are presented as a summary of such agreements, which are or may be subject to additional terms and
conditions as described in the applicable agreements.
Put/Call Agreements
Harrah's Hoosier Park and Horseshoe Indianapolis: VICI has the right to call Harrah's Hoosier Park and Horseshoe Indianapolis from Caesars at a 13.0x multiple
(7.7% cap rate) of the initial annual rent of each facility in a sale leaseback transaction. Caesars has the right to put Harrah's Hoosier Park and Horseshoe Indianapolis
to VICI at a 12.5x multiple (8.0% cap rate) of the initial annual rent of each facility in a sale leaseback transaction. The put/call agreement can be exercised between
January 1, 2022 and December 31, 2024.
Caesars Forum Convention Center: VICI has the right to call the Caesars Forum Convention Center from Caesars at a 13.0x multiple (7.7% cap rate) of the initial
annual rent in a sale leaseback transaction between September 18, 2025 and December 31, 2026. Caesars has the right to put the Caesars Forum Convention Center
to VICI at a 13.0x multiple (7.7% cap rate) of the initial annual rent in a sale leaseback transaction between January 1, 2024 and December 31, 2024.
Right of First Refusal ("ROFR") Agreements
Las Vegas Strip Assets: VICI has a ROFR to acquire the land and real estate assets of each of the first two of certain specified Las Vegas Strip assets should the
properties be sold by Caesars, whether pursuant to an OpCo/PropCo or a WholeCo sale. The first property subject to the ROFR will be one of: Flamingo Las Vegas,
Bally's Las Vegas, Paris Las Vegas and Planet Hollywood Resort & Casino. The second property subject to the ROFR will be selected from one of the aforementioned
four properties plus The LINQ Hotel & Casino.
Horseshoe Casino Baltimore: VICI has a ROFR to enter into a sale leaseback transaction with respect to the land and real estate assets of Horseshoe Baltimore
should the property be sold by Caesars. The exercise of the Horseshoe Baltimore ROFR agreement is subject to any consent required from applicable joint venture
partners of Caesars.
Caesars Virginia Development: VICI has a ROFR to enter into a sale leaseback transaction with respect to the land and real estate assets associated with the
development of a new casino resort in Danville, Virginia by Caesars and EBCI.
Note: Caesars does not have a contractual obligation to sell the properties subject to the ROFR Agreements and will make an independent financial decision
regarding whether to trigger the ROFR agreements and VICI will make an independent financial decision whether to purchase the properties.
Longer Term Financing Partnerships
Chelsea Piers New York: VICI entered into an agreement with Chelsea Piers for the life of the existing mortgage loan, subject to a minimum of 5 years, that could
lead to a longer-term financing partnership in the future.
Great Wolf Resorts: Pursuant to a non-binding letter agreement, VICI has the opportunity for a period of up to 5 years to provide a total of $300 million of
mezzanine financing (including the existing $80.0 million financing) for the development and construction of Great Wolf's extensive domestic and international
indoor water park resort pipeline.
BigShots Golf: VICI will have the opportunity to provide up to $80.0 million of mortgage financing for the construction of up to five new BigShots Golf™M facilities
throughout the United States.
VICI
Harrahs
HOOSIER PARK
RACING & CASINO
HORSESHOE.
INDIANAPOLIS
RACING CASINO
CAESARS
FORUM
BALLY'S
LAS VEGAS
Flamingo
LAS VEGAS
Paris
LAS VEGAS
planet hollywood
НЕВОЯТ в слама Бла укала
THE
LINQ
HORSESHOE.
CASINO BALTIMORE
<AESARS
VIRGINIA
CHELSEA PIERS
NEW YORK
EST W 1995
GREAT
WOLF
LODGE
BIGSHOTS
GOLF
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