Transformative Acquisitions: MGM Growth Properties & The Venetian Resort
MASTER LEASE AGREEMENTS (CONTINUED)
TRIPLE NET STRUCTURE PROVIDES SECURITY & EARNINGS PREDICTABILITY
Tenant
Current
Annual Cash
Rent
Current
Lease Year
Annual
Escalator
JACK Cleveland/Thistledown Master Lease (1)
JACK Entertainment
$65.9mm(1)
Feb. 1, 2021 - Jan. 31, 2022
Lease Year 2
1.0% in year 3
Caesars Southern Indiana Lease
Eastern Band of Cherokee Indians
$32.5mm
Sept. 3, 2021-Aug. 31, 2022
Lease Year 1
Venetian Resort Lease (2)
Affiliates of Apollo Global Management, Inc.
$250.0mm
1.5% in years 2-5
>2% change in CPI thereafter
Subject to closing
Greater of 2% or CPI per year, capped at
3%, beginning in 2023
1.5% in years 4-6
>1.5% / CPI thereafter (capped at 2.5%)
Coverage
Floor
None
Rent
None
Adjustment
Variable Rent
Adjustment
None
Mechanic
Term
20-year initial term with three 5-year renewals
Guarantor
Capex
Rock Ohio Ventures LLC
Initial minimum of $30mm in first 3 years; 1% of Net
Revenues beginning in lease year 4, based on a rolling
VICI
three-year basis (4)
None
Year 8 & 11: 80% Base (subject to escalator)
/ 20% Variable
4% of net revenue increase/decrease
Year 8: Avg. of years 5-7 less avg. of years 0-2(3)
Year 11: Avg. of years 8-10 less avg. of years 5-7
None
None
None
15-year initial term with four 5-year renewals
Eastern Band of Cherokee Indians
1% of annual Net Revenue
30-year initial term with two 10-year renewals
Las Vegas Sands Corp. has agreed to guarantee the
rent obligations to VICI through 2023 (with early
termination after (i) 2022 if 2022 EBITDAR > $550mm)
or (ii) a change of control occurs
2.0% of net revenue annually (exclusive of gaming
equipment) on a rolling three-year basis with ramp-
up
(1) As amended on October 4, 2021. Commencing April 1, 2022, rent will increase by $1.8 million in connection with the funding of a new gaming patio amenity at JACK Thistledown Racino. (2) Pending transaction close and subject
to customary closing conditions and regulatory approvals. (3) With respect to Lease Year 0, for the period Caesars Southern Indiana was closed in 2020 due to COVID-19, the Caesars Southern Indiana Lease will provide for the use
of 2019 net revenues, pro rated for the period of such closure. (4) Minimum of $30mm includes amounts spent on the gaming patio amenity at JACK Thistledown Racino, gaming equipment and the May Company Garage from the
period commencing April 1, 2019 until December 31, 2022.
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