Rocky Gap Casino Resort Transaction Overview
ROCKY GAP - TRANSACTION OVERVIEW
VICI ENTERED INTO DEFINITIVE DOCUMENTATION TO ACQUIRE THE REAL ESTATE ASSETS OF ROCKY
GAP (¹) 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.
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