Transformative Acquisitions: MGM Growth Properties & The Venetian Resort
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 the exercise terms 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 Indiana Grand Racing & Casino: VICI has the right to call Harrah's Hoosier Park and Indiana Grand Racing & Casino 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 Indiana Grand Racing & Casino 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.
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 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 will have the opportunity for a period of up to 5 years to provide a total of $300 million of mezzanine financing
for the development and construction of Great Wolf's extensive domestic and international indoor water park resort pipeline.
VICI
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