VICI Dividend Growth & Investment Grade Ratings
TRANSFORMATIVE 2021 ACQUISITIONS (1)
MGM GROWTH PROPERTIES (NYSE: MGP)
HASA
Announcement
Date
Total Consideration
August 4, 2021
$17.2 billion
Initial Annual Rent
$1,009 million (2)
Fixed Rent
Inflation-Protected
Leases
Other
Expected Closing /
Closing Date
VICI
NEW YORK
MPA
VENETIAN
MGM
JARR
AWOC
KEEZ
THE VENETIAN RESORT
March 3, 2021
Hilton Grand Vacations
$4.0 billion
$250 million
.
MGP Class A shareholders will receive 1.366(3) shares of
newly issued VICI stock - a 15.9% premium to MGP's closing
stock price on August 3, 2021
.
6.25% cap rate
.
•
MGM's MGP OP Units will be redeemed for $4.4 billion in
cash consideration at a value of $43.00 per MGP OP Unit (4)
• On December 13, 2021, MGM agreed to sell the operations of
the Mirage to Hard Rock, and VICI agreed to enter into a
separate lease with Hard Rock (with initial annual rent under
the MGM Master Lease reduced by an equal amount upon
closing of the Mirage transaction)
1.95x underwritten rent coverage
$487 million of underwritten 2019A Adj. EBITDAR(5)
$154 million of Q4 2021 Adj. Property EBITDA (5)
• Las Vegas Sands Corp. (NYSE: LVS) has agreed to support the
rent obligations to VICI through 2023 to the extent Adj.
EBITDAR generated by the Venetian Resort is less than $550
million (6)
Expected 1H 2022
February 23, 2022
LUXOR
(1) The pending acquisition of MGP and MGM's pending disposition of the operations of The Mirage to Hard Rock are both subject to customary closing conditions and regulatory approvals. (2) Includes $770mm from the MGM
Master Lease, $149mm from the BREIT JV Lease at VICI's 50.1% pro rata share, and $90mm from the Mirage lease (rent to be paid by Hard Rock upon closing of MGM's pending disposition of the operations of the Mirage to Hard
Rock). (3) Fixed exchange ratio represents an agreed upon price of $43.00 per share of MGP Class A shares based on VICI's 5-day VWAP of $31.47 as of July 30, 2021. (4) MGM will retain ~12mm VICI OP Units at an exchange ratio of
1.366x. (5) We have not independently verified this data and are presenting it in accordance with Las Vegas Sands Corp. public disclosure. (6) Pursuant to the Contingent Lease Support Agreement between Apollo and LVS, subject
to early termination under certain circumstances.
7View entire presentation