DOCSLIB.ORG

VICI Properties Inc

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
VICI Properties Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________________ FORM 8-K __________________________________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2021 __________________________________________________ VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) __________________________________________________ Maryland 001-38372 81-4177147 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 535 Madison Avenue, 20th Floor New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (646) 949-4631 Not Applicable (Former Name or Former Address, if Changed Since Last Report) __________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, $0.01 par value VICI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02. Results of Operations and Financial Condition. On July 28, 2021, VICI Properties Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2021, and made available supplemental financial and operating information concerning the Company as of June 30, 2021. A copy of the press release and a copy of this supplemental information are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item 7.01. Regulation FD Disclosure. The disclosure contained in Item 2.02 is incorporated herein by reference. The information included in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of the information included in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated July 28, 2021 99.2 Supplemental Financial & Operating Data, Second Quarter Ended June 30, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICI PROPERTIES INC. Date: July 28, 2021 By: /s/ DAVID A. KIESKE David A. Kieske Chief Financial Officer Exhibit 99.1 VICI PROPERTIES INC. ANNOUNCES SECOND QUARTER 2021 RESULTS - Announces Revenue Growth of 45.9% - - Enters Strategic Arrangement with Great Wolf Resorts, Inc. - - Reaffirms Guidance for Full Year 2021 - NEW YORK, NY – July 28, 2021 – VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential real estate investment trust, today reported results for the quarter ended June 30, 2021. All per share amounts included herein are on a per diluted share basis unless otherwise stated. Second Quarter 2021 Financial and Operating Highlights • Total revenues increased 45.9% year-over-year to $376.4 million • Net income attributable to common stockholders was $300.7 million, or $0.54 per share • FFO was $300.7 million, or $0.54 per share • AFFO increased 45.3% year-over-year to $256.1 million • AFFO per share increased 27.8% year-over-year to $0.46 • Entered into a strategic arrangement with Great Wolf Resorts, Inc. to provide up to a total of $300 million of mezzanine financing for the construction and development of Great Wolf's extensive domestic and international indoor water park resort pipeline • Declared a quarterly cash dividend of $0.33 per share CEO Comments Edward Pitoniak, Chief Executive Officer of VICI Properties, said: “Our stellar second quarter 2021 financial results, supported by revenue growth of 45.9% year-over-year, highlight the value we've created on behalf of shareholders by growing our portfolio accretively and partnering with best-in-class tenants. Earlier in July, we announced a strategic partnership arrangement with Great Wolf Resorts, which is a result of our work sourcing unique opportunities that align with our experiential strategy and focus. Additionally, we continue to work diligently toward closing our pending acquisition of the real estate of the Venetian Resort Las Vegas and Sands Expo and Convention Center. We note that institutional capital continues to validate our sector, as demonstrated by the recent acquisition of CityCenter on the Las Vegas Strip at a 5.5% cap rate. Our acquisition of the Venetian's real estate at a 6.25% cap rate showcases our ability to be opportunistic and prudent as the institutionalization of gaming real estate continues.” Second Quarter 2021 Financial Results Total Revenues Total revenues were $376.4 million for the quarter, an increase of 45.9% compared to $257.9 million for the quarter ended June 30, 2020. Total revenues for the quarter included $(22.4) million of non-cash items, comprised of $(29.3) million of non-cash leasing and financing adjustments and $7.0 million of other income. Net Income Attributable to Common Stockholders Net income attributable to common stockholders was $300.7 million for the quarter, or $0.54 per share, compared to $229.4 million, or $0.47 per share for the quarter ended June 30, 2020. Funds from Operations (“FFO”) FFO attributable to common stockholders was $300.7 million for the quarter, or $0.54 per share, compared to $229.4 million, or $0.47 per share, for the quarter ended June 30, 2020. Adjusted Funds from Operations (“AFFO”) AFFO attributable to common stockholders was $256.1 million for the quarter, an increase of 45.3% compared to $176.3 million for the quarter ended June 30, 2020. AFFO was $0.46 per share for the quarter compared to $0.36 per share for the quarter ended June 30, 2020. Second Quarter 2021 Acquisitions and Portfolio Activity Acquisitions and Investments On June 16, 2021, the Company entered into a $79.5 million mezzanine loan agreement (the “Great Wolf Mezzanine Loan”) with Great Wolf Resorts, Inc. (“Great Wolf”), a Blackstone Real Estate portfolio company, to fund a portion of the construction and development of Great Wolf Lodge Maryland, an expansive 48-acre indoor water park resort located in Perryville, MD. The Great Wolf Mezzanine Loan bears interest at a rate of 8.0% per annum, with an initial term of 3 years with two successive 12-month extension options subject to certain conditions. The Company expects to fund the commitment in accordance with a construction draw schedule and anticipates funding the entire $79.5 million by mid-2022. Additionally, pursuant to a non-binding letter agreement, the Company will have the opportunity for a period of up to five years to provide a total of up to $300.0 million of mezzanine financing, inclusive of the $79.5 million related to the Great Wolf Lodge Maryland, for the development and construction of Great Wolf's extensive domestic and international indoor water park resort pipeline. Second Quarter 2021 Capital Markets Activity On April 26, 2021, the Company amended the forward sale agreement entered into in June 2020 (the “June 2020 Forward Sale Agreement”) relating to the unissued 26,900,000 shares of common stock remaining under the June 2020 Forward Sale Agreement to extend the maturity date from June 17, 2021 to December 17, 2021. On May 27, 2021, the Company replaced its previous at-the-market offering program by entering into an equity distribution agreement pursuant to which up to $1.0 billion of common stock may be sold (the “ATM Program”). The ATM Program also provides that the Company may sell shares of its
Load more

Recommended publications
  • Caesars Entertainment and VICI Properties Inc. Announce Sale of Bally's Atlantic City to Twin River Worldwide Holdings Inc
    Caesars Entertainment and VICI Properties Inc. Announce Sale of Bally's Atlantic City to Twin River Worldwide Holdings Inc. April 24, 2020 LAS VEGAS, April 24, 2020 /PRNewswire/ -- Caesars Entertainment Corporation ("Caesars" or "Caesars Entertainment") (NASDAQ:CZR) and VICI Properties Inc. ("VICI" or "VICI Properties") (NYSE: VICI) today announced they have reached an agreement to sell the Bally's Atlantic City Hotel & Casino to Twin River Worldwide Holdings Inc. (NYSE:TRWH) for approximately $25 million in cash. VICI will receive approximately $19 million from the sale, while Caesars will receive approximately $6 million. The annual base rent payments under the Non-CPLV Master Lease between Caesars and VICI remain unchanged. "We look forward to the reopening of Bally's Atlantic City as soon as appropriate once the public health emergency related to COVID-19 has passed," said Caesars CEO Tony Rodio. "We appreciate Twin River's commitment to this property, which has a great future ahead under its stewardship." "The sale of Bally's Atlantic City demonstrates our ongoing commitment to work collaboratively with our tenants to optimize our individual businesses, even during these unprecedented times," said John Payne, President and COO of VICI Properties. "This transaction allows us to maintain the existing financial terms of our master lease with Caesars and helps balance our geographic diversification as we work to complete the acquisition of Harrah's Resort Atlantic City." Following the sale, Caesars will continue to operate Caesars Atlantic City, which will include the Wild Wild West casino area and The Book sports wagering facility, and Harrah's Resort Atlantic City.
    [Show full text]
  • VICI PROPERTIES INC. Form 8-K Current Event Report Filed 2019-07-31
    SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2019-07-31 | Period of Report: 2019-07-31 SEC Accession No. 0001705696-19-000135 (HTML Version on secdatabase.com) FILER VICI PROPERTIES INC. Mailing Address Business Address 430 PARK AVENUE, 8TH 430 PARK AVENUE, 8TH CIK:1705696| IRS No.: 814177147 | State of Incorp.:MD | Fiscal Year End: 1231 FLOOR FLOOR Type: 8-K | Act: 34 | File No.: 001-38372 | Film No.: 19989056 NEW YORK NY 10022 NEW YORK NY 10022 SIC: 6798 Real estate investment trusts (646) 949-4631 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________________ FORM 8-K __________________________________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2019 __________________________________________________ VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) __________________________________________________ Maryland 001-38372 81-4177147 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 430 Park Avenue, 8th Floor New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (646) 949-4631 Not Applicable (Former Name or Former Address, if Changed Since Last Report) __________________________________________________
    [Show full text]
  • VICI Properties Annual Report 2020
    VICI Properties Annual Report 2020 Form 10-K (NYSE:VICI) Published: February 20th, 2020 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ________ to _________ Commission file number: 000-55791 ________________________________________________ VICI PROPERTIES INC. (Exact name of registrant as specified in its charter) ________________________________________________ Maryland 81-4177147 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 535 Madison Avenue, 20th Floor New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: ( 646) 949-4631 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange on which Title of each class Trading Symbol registered Common stock, $0.01 par value VICI New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
    [Show full text]
  • Gaming and Leisure Properties Inc
    Krause Fund Research April 12th, 2021 Spring 2021 Current Price $43.34 Target Price $50-55 Gaming and Leisure Properties, Inc. (NYSE: GLPI) Company Overview Real Estate Gaming and Leisure Properties, Inc. (NYSE:GLPI) is the first real estate investment trust to focus on acquiring real property assets Recommendation: BUY leased to gaming operators. The portfolio currently consists of 48 gaming properties diversified across 16 states including premier Analysts tenants like Penn National Gaming, Caesars Entertainment, Boyd Gaming Corporation, and more. Through triple-net lease Adam Schliesmann arrangements, GLPI expects to grow their portfolio by acquiring [email protected] gaming facilities of which they lease back to gaming operators. In Cameron Pietzsch [email protected] an industry poised to grow as state policy is changed, GLPI is Ethan Good positioned to emerge as a leader. [email protected] Evan Pyle [email protected] Stock Performance Highlights Kyle Bucsa 52 Week High $45.75 [email protected] 52 Week Low $24.39 Beta Value 1.58 Investment Thesis Key Statistics Market Cap (B) $10.55 We recommend a BUY rating for Gaming and Leisure Properties, Shares Outstanding 232,452 Inc. due to state wide policy reform and their sound business Dividend (Yield) 2.06 (6.01%) structure. EPS (2021E) 2.16 GLPI Exhibits Potential Strength: Company Performance Highlights ● State governments are deregulating gambling restrictions ROE 10.02% due to the tax collection opportunities casinos pose. This FFO (M) $684.39 increases GLPI’s ability to accumulate new properties in P/FFO $12.56 diversified markets from the increase of non-tribal gambling.
    [Show full text]
  • JACK Entertainment Recognized for Responsible Alcohol Training Program
    ® T RAINING FOR I NTERVENTION P ROCEDURE S FOR IMMEDIATE RELEASE Contact: Trevor Estelle Health Communications, Inc. 703-524-1200 ext. 357 [email protected] JACK Entertainment Recognized for Responsible Alcohol Training Program ARLINGTON, Virginia – March 16, 2017 – Health Communications, Inc. (HCI), the providers of the TIPS (Training for Intervention ProcedureS) Program, is pleased to announce that JACK Entertainment based in Detroit, Michigan has been awarded the 2017 TIPS Award of Excellence. This is an award bestowed by Health Communication’s President & CEO, Adam Chafetz, and is chosen by an internal committee based on both volume of TIPS training and feedback from TIPS Trainers and student participants. While nine other companies received the award in 2017, JACK Entertainment is one of four recipients in the casino and gaming category. Their properties include JACK Cincinnati Casino, JACK Cleveland Casino, JACK Thistledown Racino, Greektown Casino-Hotel, and Turfway Park. JACK Entertainment is focused on the development and operation of gaming facilities that are designed to maximize connectivity and economic impact in the local areas where they reside. According to Mr. Chafetz, “By having certified over 2,400 employees in the TIPS for Gaming program, JACK Entertainment has continually demonstrated a commitment to their guests and the communities where they reside.” The TIPS for Gaming program is tailored specifically for casinos. The primary goal of TIPS for Gaming is to build skills, instill confidence, and empower casino employees to intervene in alcohol-related situations and ensure that alcohol is sold responsibly and legally. Employees and managers who are certified in TIPS are able to prevent sales to minors, recognize signs of intoxication, effectively intervene to prevent problem situations, and handle refusal situations with greater confidence.
    [Show full text]
  • Overview Access & Parking On-Site
    OVERVIEW PROPERTY RENOVATIONS • JACK Thistledown Racino is a premier thoroughbred • JACK Entertainment has invested more than $150 racetrack and VLT facility located about 10 miles million on improving the storied facility since the southeast of downtown Cleveland in the city of purchase of the property in 2012. North Randall. • JACK Thistledown Racino reopened as a VLT facility • Affiliates of JACK Entertainment LLC in April 2013, after an $89 million renovation that (“JACK Entertainment”), formerly Rock Gaming LLC, created a 57,000-square-foot gaming space with own JACK Thistledown Racino. approximately 1,300 VLTs, as well as the state’s first gaming patio. • Founded in 1925, JACK Thistledown is home of the Ohio Derby. The facility offers live racing from May 1 • Racing program improvements also have included through October and simulcast racing year round. installing new simulcast viewing equipment, creating a premium seating area and updating • JACK Thistledown Racino employs more than mutuel teller windows. 500 team members during the live racing season. • In 2016, JACK Thistledown Racino opened a $70 • Scott Lokke is the senior vice president and general million addition that includes a 1,000-space parking manager of JACK Thistledown Racino. garage, 250 additional VLTs, Millcreek Grille, Nonna Pazza made-to-order pasta bar, Cleo's sports bar • JACK Thistledown Racino was named a Top Workplace and a guest lobby and atrium. in Northeast Ohio by the Plain Dealer. A recognition given to companies who provide outstanding company DEVELOPERS cultures as voted by their team members. • JACK Entertainment is a Midwest-based urban gaming company focused on the development and operation • JACK Thistledown Racino has more than 1,300 VLTs.
    [Show full text]
  • Caesars Entertainment and VICI Properties Complete Sale of Harrah's Reno to CAI Investments
    Caesars Entertainment and VICI Properties Complete Sale of Harrah's Reno to CAI Investments September 30, 2020 LAS VEGAS and NEW YORK, Sept. 30, 2020 /PRNewswire/ -- Caesars Entertainment, Inc. (NASDAQ: CZR) ("Caesars Entertainment" or "Caesars") and VICI Properties Inc. (NYSE:VICI) ("VICI Properties" or "VICI") today announced they have completed the previously disclosed transaction to sell Harrah's Reno Hotel and Casino ("Harrah's Reno") to an affiliate of CAI Investments for $41.5 million. The proceeds of the transaction were split 75% to VICI and 25% to Caesars, while the annual rent payments under the Regional Master Lease between Caesars and VICI remain unchanged. About Caesars Entertainment Caesars Entertainment is the largest casino-entertainment company in the U.S. and one of the world's most diversified casino-entertainment providers. Since its beginning in Reno, Nevada, in 1937, Caesars Entertainment has grown through development of new resorts, expansions and acquisitions. Caesars Entertainment's resorts operate primarily under the Caesars®, Harrah's®, Horseshoe® and Eldorado® brand names. Caesars Entertainment offers diversified amenities and one-of-a-kind destinations, with a focus on building loyalty and value with its guests through a unique combination of impeccable service, operational excellence and technology leadership. Caesars Entertainment is committed to its employees, suppliers, communities and the environment through its PEOPLE PLANET PLAY framework. For more information, please visit www.caesars.com/corporate. About VICI Properties VICI Properties is an experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality and entertainment destinations, including the world-renowned Caesars Palace.
    [Show full text]
  • GAMING • Cleveland Became the First City in the State of Ohio to • the Property Includes a 96,000-Square-Foot Gaming Host a Full-Service Casino on May 14, 2012
    OVERVIEW GAMING • Cleveland became the first city in the State of Ohio to • The property includes a 96,000-square-foot gaming host a full-service casino on May 14, 2012. The state floor with a variety of slot machines, table games and is the 23rd commercial gaming jurisdiction in the poker options. United States. • Denominations among more than 1,200 slots and • Affiliates of JACK Entertainment LLC, formerly Rock video poker machines range from 1 cent to $500 per Gaming LLC, own JACK Cleveland Casino. spin; the most current and popular slot themes are available. • The 300,000-square-foot casino is located inside the historic Higbee Building on Public Square adjacent to • The casino offers nearly 100 table games including the city’s entertainment district. Blackjack, Craps, Roulette, Let It Ride and several Poker derivatives. • JACK Cleveland Casino was named a Top Workplace in Northeast Ohio by the Plain Dealer. A recognition • The 28-table poker room hosts live poker action given to companies who provide outstanding around the clock with No Limit and Limit cash games company cultures as voted by their team members. such as Texas Hold ‘em, Omaha, 7 Card Stud and Razz. Weekly and monthly poker tournaments also • Mark Tricano is senior vice president of northeast are offered in the poker room. Ohio operations and general manager of JACK Cleveland Casino. • The casino features the newest in gaming technology with Synergy Table Games which combines electronic table games, live dealer games, and interconnected ACCESS play in a social and high-energy environment. • JACK Cleveland is open 24 hours a day, seven days a week.
    [Show full text]
  • VICI Properties Inc. to Acquire JACK Cleveland Casino and JACK Thistledown Racino in Sale Leaseback Transaction with JACK Entertainment
    NEWS RELEASE VICI Properties Inc. to Acquire JACK Cleveland Casino and JACK Thistledown Racino in Sale Leaseback Transaction With JACK Entertainment 10/28/2019 – Acquiring Market-Leading Properties at Attractive 7.8% Capitalization Rate – – Further Diversifying Tenant Roster Through Long-Term Partnership with JACK Entertainment – – Acquisition Expected to be Immediately Accretive at Closing – NEW YORK--(BUSINESS WIRE)-- VICI Properties Inc. (NYSE:VICI) (“VICI Properties” or the “Company”), an experiential real estate investment trust, today announced it has entered into a denitive agreement with an aliate of JACK Entertainment LLC (“JACK Entertainment”) to acquire 100% of the membership interests of its aliates that own casino-entitled land and real estate and related assets associated with JACK Cleveland Casino, located in downtown Cleveland, Ohio, and JACK Thistledown Racino, located approximately 10 miles southeast of downtown Cleveland in the city of North Randall, Ohio, for an aggregate purchase price of approximately $843.3 million in cash. Simultaneous with the closing of the transaction, the Company will enter into a master triple-net lease agreement with JACK Entertainment related to the assets. The master lease will have an initial total annual rent of $65.9 million, for an implied capitalization rate of 7.8%, and an initial term of 15 years with four 5-year tenant renewal options. The rent coverage ratio at closing is expected to be approximately 1.72x and the tenant’s obligations under the lease will be guaranteed by Rock Ohio Ventures LLC. Additionally, the Company will provide a $50 million loan secured by certain non-gaming real estate assets of Rock Ohio Ventures LLC, which will bear interest at 9.0% for a period of ve years with two 1-year extension options.
    [Show full text]
  • Caesars Entertainment Bankruptcy
    CAESARS ENTERTAINMENT BANKRUPTCY NATHAN MOONEY, ZICHONG PENG, CHAO WANG, AND JOANNA XU SUBMITTED TO: PROF. EDWARD ALTMAN & PROF. STUART KOVENSKY FOR: FINC-GB.3198.01 - CORPORATE BANKRUPTCY AND REORGANIZATION DATE: DECEMBER 14TH, 2017 FINC-GB.3198.01 TABLE OF CONTENTS Executive Summary 1 Part I – Pre-Leveraged Buyout History of Harrah’s Entertainment 1 Section 1.1 – From Humble Beginnings to Formidable Industry Player 1 Section 1.2 – Developing the Total Rewards Program 2 Section 1.4 Macroeconomic Environment Pre-LBO 3 Part II – The 2008 Leveraged Buyout by Apollo and TPG Capital 4 Section 2.1 Investment Thesis 4 Section 2.2 - Deal Structure 7 Part III – Could Bankruptcy Have Been Predicted? 8 Section 3.1 - External Factors for Decline 8 Section 3.2 - Internal Factor - Aggressive Capital Structure 9 Section 3.3 - Internal Factor - Missed Opportunity in Asian Markets 12 Part IV – Out-of-Court Restructuring Attempts 12 Section 4.1 – Capital Markets Transactions 13 Section 4.2 – Structural Reorganization and Related Asset Sales 14 Section 4.3 - Creditor’s Response and the Road to Bankruptcy 18 Part V – Major Pre-Bankruptcy Litigation 19 Part VI – The Bankruptcy Filing 21 Section 6.1 – Overview of the Bankruptcy 21 Section 6.2 – The Examiner’s Report 23 Part VII – Similar Cases 31 Section 7.1 – Case Study: Dynegy 32 Section 7.2 – Case Study: Sears Holdings 33 Part VII – Conclusion 34 CAESARS ENTERTAINMENT BANKRUPTCY EXECUTIVE SUMMARY In October 2006, Harrah’s Entertainment Inc. (“Harrah’s” or “HET”), later renamed Caesars Entertainment Corporation (“Caesars” or “CEC”), was the subject of a takeover offer from famous buyout firms Apollo Global Management (“Apollo”) and Texas Pacific Group Capital (“TPG”) (together, the “Sponsors”) that changed the company’s course forever.
    [Show full text]
  • Jack Cleveland & Jack Thistledown Transaction
    JACK CLEVELAND & JACK THISTLEDOWN TRANSACTION OVERVIEW OCTOBER 28, 2019 0 32 96 0 96 199 0 187 167 DISCLAIMERS 112 173 71 Forward-Looking Statements 72 73 79 This presentation contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some 162 35 45 cases, beyond the control of VICI Properties Inc. and its subsidiaries (collectively, the “Company” or “VICI”) and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks that the acquisition of JACK Cleveland Casino and JACK Thistledown Racino (collectively, “JACK Cleveland / Thistledown”) may not be consummated on the 244 242 241 terms or timeframe described herein, or at all; the ability of the parties to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the regulatory approvals required to consummate the transaction; the terms on which the Company finances the transaction, including the source of funds used to finance such transaction; 194 209 216 disruptions to the real property and operations of JACK Cleveland / Thistledown during the pendency of the closing; risks that the Company may not achieve the benefits contemplated by the acquisition of the real estate assets of JACK Cleveland / Thistledown (including any expected accretion or the amount of any future rent payments); and risks that not all potential risks and liabilities have been identified in the due diligence.
    [Show full text]
  • Tzvi Rokeach
    Tzvi Rokeach Partner New York T 212.715.9409 F 212.715.8367 [email protected] Tzvi Rokeach represents leading developers, institutional investors, major lenders, Fortune 1000 corporations and prominent individual investors, bringing a distinctive multidisciplinary perspective to a wide range of sophisticated real estate transactions. Tzvi works on large-scale development and construction projects, joint ventures, acquisitions, and sales and dispositions across a broad range of asset types, including commercial, industrial, retail, residential, gaming, hospitality and entertainment properties. He has deep and significant experience handling a variety of sale leaseback, OpCo/PropCo, ground lease, net lease and master lease transactions, as well as representing lenders and borrowers in complex real estate financings, workouts, and complicated restructurings and recapitalizations. Tzvi’s notable matters include representing The Walt Disney Company in its acquisition from Trinity Church of a Hudson Square site comprising 1.2 million buildable square feet (to be Disney’s new East Coast headquarters) through an innovative 99-year estate-for-years structure, and representing an ad hoc group of bondholders holding in excess of $3.5 billion of first lien bonds issued by Caesars Entertainment Operating Company (CEOC) in connection with the real estate aspects of CEOC’s Chapter 11 restructuring, including the $2.2 billion CMBS financing of Caesars Palace Las Vegas and the negotiation of the master leases by which Caesars leases much of its real estate from VICI Properties Inc. (VICI). Tzvi has since represented VICI in numerous transactions, including various OpCo/PropCo acquisitions, sale leasebacks, and related master lease and net lease transactions. Experience Advising VICI Properties Inc.
    [Show full text]