VICI Properties Inc.

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Vici Properties' third quarter 2023 earnings conference call. At this time, all participants are in listening mode. Please note that this conference call is being recorded today, October 26, 2023. I'll now turn the call over to Samantha Gallagher, General Counsel with Vici Properties.

Thank you, Operator, and good morning. Everyone should have access to the company's third quarter 2023 earnings release and supplemental information. The release and supplemental information can be found in the investor section of the Vici Properties website at www.viciproperties.com. Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements, which are usually identified by use of words such as will, believe, expect, should, guidance, intends, outlook, projects, or other similar phrases, are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. I refer you to the company's SEC filings for more detailed discussion of the risks that could impact future operating results and financial conditions. During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website in our third quarter 2023 earnings release, our supplemental information, and our filings with the SEC. For additional information with respect to non-GAAP measures of certain tenants and or counterparties discussed on this call, please refer to the respective company's public filings with the SEC. Hosting the call today is Ed Petoniak, Chief Executive Officer, John Payne, President and Chief Operating Officer, David Kieske, Chief Financial Officer, Gabe Wasserman, Chief Accounting Officer, and Moira McCluskey, Senior Vice President of Capital Markets. Ed and team will provide some opening remarks, and then we will open the call to questions. With that, I'll turn the call over to Ed. Thank you, Samantha, and good morning, everyone.

The third quarter of 2023 is a quarter most REITs are happy to be done with. The REIT index in Q3 2023 was down 8%, swinging negative for the year after not a great year last year, and October has only continued a negative trend. But while the REIT stock marketplace didn't have a great quarter in Q3 2023, the key question to ask is what a given REIT did in Q3 and now in October. to improve its business for the future? At VG, our answer to this question has a number of elements to it. We played offense selectively. We played defense. We capitalized on certain current conditions. We prepared for potential future conditions. We increased our dividend, effective with Q3 2023, at an annualized rate that well exceeds forward inflation expectations, and continued a rate of dividend growth since 2019 that is three times greater than the largest net lease rate over the same period. And if there has ever been a period in which one should value a solidly covered and solidly growing dividend that currently exceeds a 10-year rate, this is it. Finally, in a year in which REIT earnings growth has generally been difficult to come by, Vici's ASFO per share earnings in Q3 grew 10.7 percent year over year. Vici announced within and subsequent to quarter end about $1.1 billion of new capital commitments. While most of you have seen the strategic and economic merits of these investments, we know there are some of you who feel that we should have left that capital in a stockpile. Some of you feel, understandably, that volatility is too high and visibility is too low. We agree. Volatility is high and visibility is low. And with the market movements of especially the last few weeks, we are sober and cautious about what the market conditions for capital allocation could be from here for how long, no one knows. But I can tell you that we continue to have high conviction about the commitments we've recently made with Century, with Canyon Ranch, and now with Bolero. These commitments represented immediately accretive investments in real estate that should have positive impacts on 2024 earnings. These commitments also represented investments in relationships that can and will be the answer in future years to, okay, now that things are back to normal, how are you going to grow, VG? Again, none of us know when the all-clear signal will sound, but it will at some point, and REITs that continue to invest in relationships will be best positioned to resume growing when market conditions and values have stabilized. That's what we at BG did in the recovery out of COVID. Our situational readiness put us in the position to acquire the Venetian and MGP, investments that are a key driver of our 2023 earnings growth, And we made these investments when many other would-be bears hadn't been fully readying themselves for recovery. We have been able to undertake our recent investments because of the astute and agile work of Moira McCluskey and the VG Capital Markets team. Going back to our nearly $1 billion overnight equity raise in early January 2023, VG has opportunistically raised a total of approximately $1.3 billion of forward equity in 2023, giving VG a cost of funds for our recent investments that drive the immediate accretion of which we've spoken. We also played defense this past quarter. During Q3 and subsequent to quarter end, we played defense by using close to $1 billion of equity in cash and only about $55 million of debt to fund our new capital commitments, demonstrating our commitment to our long-range leverage targets. David Kieske and the VG Finance team also played defense by adding a further $200 million of swap protection since Q2 in anticipation of our 2024 refinancing of $1.05 billion of the legacy MGP 5 and 5.8 notes, giving us a total of $450 million of swap protection. And while we did all this, our tenants continued to demonstrate the vitality of their businesses, as John will speak of momentarily. I'm very proud of the work the entire VG team did this quarter. Against a volatile and difficult backdrop, the VG team, working within one of the lightest G&A loads of any S&P 500 REIT, continued to create a culture of excellence and resilience that I'm confident will serve VG stakeholders well for years to come, no matter what those years bring. With that, I'll turn the call over to John Payne for an operating and transaction marketplace update. And John will then pass the mic to David Kieske, who will give our financial and guidance update. John.

Thanks, Ed. While 2023 has been a volatile year in the real estate sector, as Ed just highlighted, we at Vici have put ourselves in the position on both a capital and relationship basis to not only continue our business, but to expand it into new sectors, new relationships, and new geographies. In the third quarter, we continued to grow with our partners at Century Casinos by closing our Rocky Gap Casino Resort acquisition in Maryland and our sale lease back of four gaming assets in Alberta, Canada, growing our international footprint. Subsequent to quarter end, we were very excited to announce our entry into the family entertainment sector through our acquisition of 38 bowling entertainment centers with our new partners at Bolero. Led by Tom Shannon and Brett Parker, the Bolero team is a perfect example of a talented, growth-minded operator that has a deep understanding of their consumer, recreational trends, and the value that a Vichy relationship and our capital can bring to their growth strategies. Vichy's tenants are not only continuing to show strong operating results, but are also continuing to invest in capital improvements all over the United States. Peasers is investing over $400 million into just one asset, Harrah's New Orleans. The Venetian just announced a billion-dollar plan to further enhance our asset, including almost $200 million in just convention center space. MGM spends hundreds of millions of dollars in CapEx each year on assets throughout Las Vegas and the regional markets. And even our smallest operators are investing millions of dollars each year on growth projects, thereby enhancing the quality of our assets and the productivity of their operating businesses. These reinvestment commitments add to our conviction that we are continuing to construct a high-quality portfolio of assets with the best experiential operators for our investors. This high-quality classification comes from not only the quality of the real estate itself, but also from the outsized productivity of these assets, productivity that is hard to come by in almost any other real estate sector. No place highlights the health and productivity of our tenants better than Las Vegas. After meeting with Caesar CEO Tom Rigg at G2E, which is the largest gaming conference in the United States, One analyst noted that Caesars is on pace for its best October ever, and this is against the backdrop of current macroeconomic uncertainty. Even during these tough times, Las Vegas continues to open new world-class attractions while diversifying its revenue streams and customer base. The opening of the must-see entertainment venue, The Sphere, world-famous events like Formula One and the 2024 Super Bowl, and a diverse and robust convention and conference schedule all help showcase that there's no city performing like Las Vegas, and it's clearly become the entertainment epicenter of the world. Outside of Las Vegas, regional performance has continued to be resilient. While many operators in our discussions have cited increased expenses related to items such as insurance or unrated play normalizing against tough comps, Regional operations continue to run at very strong profit levels, supported by loyal consumers with their respective database. Strategically, we continue to be focused on all fronts, gaming, non-gaming, domestic, and international, to grow our pipeline for Vinci's future. In gaming, Danny Valois and I are in constant dialogue with new potential partners domestically and internationally. and we're just as excited by the ways we can potentially help our current tenants grow through additional tuck-in acquisitions or by utilizing our Partner Property Growth Fund in which we seek to fund our tenants' high ROI opportunities at our existing assets. Meanwhile, Kellan Florio has been cultivating invaluable connections and relationships across the family entertainment, sport, wellness, leisure, and recreation sectors as we continue pursuing our mission to be the real estate capital partner of choice to best-in-class, growth-minded operators of unique social infrastructure properties. During this most challenging time of market volatility for everyone, it is more important than ever for our team to continue to grow and deepen our networks and to grow our breadth of opportunities to best position for the years to come. This work is intended to position us to continue to deliver the growth our shareholders have come to expect from the Vici team. Now I will turn the call over to David, who will discuss our financial results. David?

Thanks, John. It's great to speak with everyone today. The Vici team takes pride in what we've accomplished in 2023, acknowledging the year is not over, but the results we posted last night and last week's Bolero announcement are exemplary of those accomplishments. As Ed said, we are improving the business, which should benefit Vici and you as shareholders into 2024 and beyond. Highlighting the transaction we closed last week with Bolero, and we have spoken to many of you about, the deal was immediately accretive to our AFFO, given we had prepared by raising forward equity for the transaction many months earlier, generating an attractive spread to that cost of capital. From an economic standpoint, the deal is very attractive. But as John mentioned, it also builds a partnership with a market leader that we and the Bolero team believe will grow together in the future. Subsequent to funding this transaction, we have approximately $3 billion in total liquidity, comprised of approximately $430 million in cash, $250 million of estimated net proceeds available under our forward sale agreements, and $2.3 billion of availability under the revolving credit facility. In terms of net leverage, net debt to annualized Q3 adjusted EBITDA is approximately 5.7 times. We have a weighted average interest rate of 4.35%, accounting for our hedge portfolio, and a weighted average of 6.1 years to maturity. Then as we prepare for our first bond refinancing in early 2024, we've entered into four starting interest rate swap agreements with an aggregate notional amount of $450 million to date. Touching on the income statement, AFFO per share was 54 cents for the quarter, an increase of nearly 11% compared to 49 cents for the quarter ended September 30, 2022. Our results once again highlight our highly efficient triple net model, given the increase in adjusted EBITDA as a proportion of the corresponding increase in revenue, and our margins continue to run strong in the high 90% range when eliminating non-cash items. Our GNA was $14.4 million for the quarter, and as a percentage of total revenues was only 1.6%, one of the lowest ratios in the triple net sector. During the quarter, we increased our quarterly cash dividend to 41.5 cents per share, or $1.66 on an annualized basis, representing a 6.4% year-over-year increase. Then turning to guidance, we are updating and increasing AFFO guidance for 2023 in both absolute dollars as well as on a per-share basis. AFFO for the year ending December 31, 2023 is now expected to be between $2.17 billion and $2.18 billion or between $2.14 and $2.15 per diluted common share. Based on the midpoint of our updated guidance, VG expects to deliver year-over-year AFFO per share growth of 11%, one of the highest expected growth rates across all REITs. As a reminder, our guidance does not include the impact on operating results from any announced but unclosed transactions, interest income from any loans that do not yet have final draw structures, possible future acquisitions or dispositions, capital markets activity, or other non-recurring transaction items. And as a reminder, we do record a non-cash CISO allowance on a quarterly basis, which due to its inherent unpredictability, leaves us unable to forecast net income and FFO with accuracy. Accordingly, our guidance is AFFO focused, as we believe AFFO represents the best way of measuring the productivity of our equity investments, evaluating our financial performance and ability to pay dividends. With that, Elliott, please open the line for questions.

Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If you would like to withdraw your question, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. First question today comes from Anthony Pallone with JP Morgan. Your line is open.

Thank you and good morning. My first question is, you know, we all could see kind of how your capital costs have changed over the last few months, but maybe can you give us a sense as to, you know, how you see your operators capital costs changing and whether or not sale lease back has become more or less competitive over the last few months?

I'd say generally, Tony, it has become more competitive. I think as you look at, obviously, the stock trading values of the operators, but also the yields to worst on much of their credit, our capital has the potential to be very compelling in 2024, 2025, 2026. But that, of course, assumes that our cost of capital is in a place where we can generate positive spreads and accretion against that. And our confidence level in predicting or projecting our cost of capital a year from now is not high. If anyone does have high confidence in their projections, please call us immediately and let us know what we're missing.

Okay, thanks. And then just a follow-up. You'd mentioned your operators putting a lot of capital into the assets, and I know you have the Property Growth Fund to help with that if they so choose to participate. But would you all reinvest post this if they decided they wanted to pull some of their capital out, or do you see yourself just limiting it to being involved in the projects as they're happening?

John?

Yeah, Tony, just to be to level set here, Tony, the capital that I went through in my opening remarks is being put in by the tenants, not by Vici at this time. And I think that's what you were asking. The other point of the question is if there's opportunities for us to help them with larger projects in this property growth fund, would we do that? We would be thoughtful in our analytics behind an investment. And we talk to our partners all the time. about how they're thinking about growing their businesses, and is there an opportunity for us to deploy incremental capital for incremental rent? And we do that on an ongoing basis.

Tony, if I understand your question correctly, I think you're asking as well, could there be opportunities downstream for us to buy incremental rent if the operator's capital went into creation of incremental real property. And yes, that could be an opportunity down the road should they want to monetize the value of the real property they created through their capital investments. Because it's all predicated, of course, on making sure we're buying good REIT income that is tied to the creation of incremental real property.

Tony Doan- got it yeah that's that's what I was asking centers to john that that those items, you were listing those. Tony Doan- Those capital costs were being funded by by the operators already and so yeah it was a question of if you would go in later if they decided hey look we put this in, and you know we may want some of that back, would you help us with that. Tony Doan- got it exactly right. Tony Doan- Thanks.

Our next question comes from John Decree with CBRE. Your line is open.

Good morning, everyone. Thanks for taking our questions. Ed or John, maybe we could talk a little bit about the Bolero transaction and the cap rate that you've got to there. It's a little tighter than what we've seen some of the last regional gaming cap rates show up at. I'm wondering if you could kind of speak to how you're looking at caps for family entertainment versus gaming and maybe more regional gaming than Vegas, realizing Vegas is a bit of a different animal and other experiential real estate that you're looking at as well.

Yeah, I'll start, John, and then turn it over to John Payne. So when you look at our Valero transaction, it represents a number of different strategic initiatives. It obviously does, as you've already said, represent our initiation into a new category. into that new category, we significantly expand our TAM, and we do so by investing behind a highly superior business model that Tom Shannon and the Valero team have created. And the growth opportunity they have to consolidate a very fragmented sector is very compelling to us. It is also a sector that obviously other REITs have invested in and could continue to invest in, so it is It is a somewhat more competitive marketplace with a consequent impact on cap rates than you might see in regional gaming. So there are times when gaming investments and non-gaming investments can be a bit apple and orange-ish, if you will, given that they do represent different marketplaces with different characteristics. I do think the point of emphasis needs to be that the 7.3% cap rate

was immediately creative and a very positive spread to the cost capital david moore and the team have raised over the course of 2023 and we're very excited about the growth opportunity going forward john do you have anything to add yeah john i just mentioned you asked about other categories that we're looking at obviously we've already placed investments in indoor water parks wellness with canyon ranch pilgrimage golf we made an investment in family entertainment center as you said with bolero But we continue to spend some time looking for opportunities to develop long-term partnerships in wellness, leisure, recreation, some entertainment sectors, and some sports sectors as well. And I think it's important, the final thing I'll just add is it's not an either or. It's not a, hey, you're looking at gaming and that's what we're just focused on, or you're looking at wellness and that's what you're focused on. We've got the capacity now to constantly look for these unique opportunities to place investments over time, as Ed mentioned in his opening remarks.

That's helpful. I think Ed made a good point about the capital raised previously for this transaction. I appreciate the additional color. Maybe for a follow-up, John, you've kind of alluded on sports and other categories of entertainment. I guess in the context of the MSG sphere opening in Las Vegas and has certainly increased rave reviews and kind of looks like the epitome of experiential entertainment to us. So curious if that changes your thinking about the category, you know, stadium, entertainment, mixed use, and maybe the bigger kind of business model is models that more rely on ticket sales perhaps than anything else. I'm sure your thoughts or thinking in that category has changed at all.

It has not changed, but you hit on the sphere. What an amazing entertainment venue that was added to Las Vegas and sits on our land. It is truly, there's no entertainment venue like it, not only in the United States, but probably the world. But this is a category that we have looked at. We continue to study. We clearly have not made an investment, and we're trying to better understand the long-term economics and viability of certain projects. But boy, the sphere is amazing, John. If you get the opportunity, you should go to an event there.

Yeah, absolutely. Thanks, John. Thanks, everyone.

Thank you, John.

We now turn to Heimdall St. Justice with Mizuho. Your line is open.

Hey there. Good morning. Thanks for taking my question. I wanted to follow up on the the questions on Valera, but more from a how you're thinking about value creation and capital allocation and risk holistically in the current environment. In the past, you've talked about seeking minimum 100, 150 basis points spread as an investment hurdle. I guess I'm curious, is that still the case in today's environment, or would you perhaps want and seek more?

Hey, Handel. It's David. Good to talk to you. No, that is absolutely still the case in this environment. And as we talked about, obviously, we were fortunate to raise the capital for the Bolero transaction specifically earlier in the year when, in fact, the Bolero was in our pipeline back then. Things take weeks, months, and time to come together. But we're not – our head's not in the sand as we sit here today. We look in the screen, see where the 10-year is. We obviously see where our stock price is and still are focused on generating those types of 100 to 150 basis point spreads to our cost of capital. As we think about it, we think about the next dollar of cost of capital. Where do we need to price something? to make it accretive based on, you know, the market that we are in and underwriting at that time and the capital that we have available to us.

You know, I'll just add, Handel, you know, we've had a few questions along the lines of, well, geez, could you have used that money to buy 9 and 10 cap assets? And our answer to that would be today, and especially during the period in which you were gestating the Bolero deal, We don't see any really good real estate occupied by really good operators trading at 9 and 10 caps right now. The day could come when they do, but that day is not here right now. And in the meantime, with this capital volatility that we see, we will be very, very careful in recognizing that not only does it cost capital volatile on a day-by-day basis, that has implications for any deals that have long gestation periods. So we will have to particularly take care in any kind of deal making that requires longer gestation periods to account for the fact we do not have capital cost certainty by any means and won't necessarily have it until the day we decide to do a deal, which means we will take great care in deciding to do anything against these market conditions.

Got it, got it understood. And one more, something else that was unique about Valero It marked the first direct equity ownership in non-gaming real estate on your part. I guess I'm curious if that's something you can expect more of going forward. And I know that deal is still a relatively small piece of ABR, about 1%, but you do have a row full for eight years. I'm curious how you see there with either that partner and or within that space going forward.

Yeah, so you're right. Technically, these do represent our first direct investments, immediate ownership of non-gaming real estate. What we should point out, of course, is that through our ventures with Cabot and Canyon Ranch, we have contracted for call rights that give us a direct path to real estate ownership in the future. So it happens to just be a difference between the nature of our acquisition of real estate Potential acquisition of real estate with Cabin and Canyon Ranch versus the immediate acquisition with Bolero. And certainly in this case, you had an operator with a very compelling opportunity to grow, a very compelling opportunity to put sale leaseback capital to work, which led to our immediate acquisition of the real estate itself.

Thank you. Are you okay?

Our next question comes from Ron Camden with Morgan Stanley. Your line is open.

Hey, just two quick ones for me. Just going back to sort of the Bolero transaction and appreciate all the details that you provided there and the partnership and so forth. But as you're thinking about sort of the family entertainment sort of space, bowling is sort of an interesting one, maybe a little bit more color on how the deal came about. and what other sort of avenues or verticals in family entertainment that you'd entertain.

Yeah, I'll turn it over to John in a moment, Ron, and good to hear from you. I do think one of the key characteristics of bowling is that it is a low barrier to entry experience, but it is an experience that you can get better at. And that's in contrast to some other experiences that can take place within the family entertainment sector where people might do it once or twice and they go, okay, fun, I've done that. I don't need to do it again. And bowling is at its very heart recreation. And if you want to get philosophical about it, you can say it goes back to our most ancient human urges to aim at a target and strike a target. And people tend to get pretty excited when they strike targets. And that energy exists within bowling. It's a recreational energy and not a passive energy. So we think that that has resiliency aspects to it that are at the heart of why bowling has endured in various forms for literally hundreds and hundreds of years, whether outdoor on lawns or indoors in buildings. But I'll now turn it over to John who can give you a more color on how we develop that relationship. John?

Yeah, Ron, I was just going to add that you've heard me speak about times that relationships take time. And this is one that I think I looked at my notes and my first meeting was years ago with one of the top executives. at Bolero, and we just studied the business for this long. It's got scale. It's got healthy credit. It's a business that has great margin with growth potential. The only other thing I'll add to Ed's remarks as we continue to study the Bolero business was the diversification of its revenue streams. It has many cash registers of how the business can get into the consumer's wallet. It gets revenues from food and beverage. It gets a large percentage from bowling. It gets business revenues from amusement. So we like that diversification as we dug into the business and dug into the team. So we really took time, years in this case, to understand the business. And then I think your final part was, are there other operators over time that we could buy real estate and be partners with? And we're going to continue to study the family entertainment center space. There are many good operators, but we think we We started our journey in the Family Entertainment Center with one of the best.

Great. And then just to state, my second one was just staying on the pipeline of deals and so forth. So, you know, obviously the tenure is much higher than I think most anticipated. And I'm just wondering, like, when that happens, like, how does that pipeline sort of evolve? Like, do conversations stop? Do they pick up? I'm just trying to understand like what has that pipeline evolving in conversations that you're having as people are repricing capital? Thanks.

Yeah, I'll start and then John and David can weigh in, but they definitely slow down, right? And anybody who doesn't slow conversations down against this backdrop of volatility clearly is not paying attention. Slow down in terms of actual coming to any kind of fixing of value and price given the volatility of capital. But I want to turn it over to John because what we don't want to do is ever put all pens down, not all pens down, but stop all conversations because there will come a day, as I said in my opening remarks, Ron, there will come a day when we begin to recover. And we don't want to have to call people up and say, hey, you probably forgot about us because we haven't talked to you in months, quarters, years, what have you. We don't want to do that. So, John, if you want to talk about the way in which we make sure our conversations continue, even if they have to slow down a bit in terms of fixing value.

Yeah, Ed, you described it very well. We're constantly looking for opportunities to have conversations, learn more about certain sectors and businesses that we're not experts on today, develop long-term partnerships. But that doesn't mean we transact at this moment of uncertainty. It means that we're preparing for the time when they hopefully go from defense to offense and look at opportunities that we understand the sector or the company and we develop that relationship. a little bit of a different time than the past couple years, but we still are working to find opportunities for the long term.

Great. That's it for me. Thanks so much.

Thank you, Ron. Our next question comes from David Katz with Jefferies. Your line is open.

Hi. Good morning, everyone. Thanks for taking my question. One more on Bolero, and this is not intended to be a leading question in any way, but I know you do a lot of homework around the business and the underlying real estate. I wonder if you could just talk about the durability of that real estate value. What kind of cap exit requires relative to the other stuff that you've acquired so far? and just sort of give us a picture of that long-term, you know, value durability, please.

Yeah, David, it's David. Good to talk to you. I can start, and John, chime in. I mean, one of the things we love about the Bolero business model is the fact that they go in and reposition bowling alleys that have been around, you know, not for hundreds of years like Ed talked about, but, you know, these assets are 10 to 50-plus years old that they buy. and reposition with anywhere from $3 to $5 million of capital and transform something that was dark and gray and a little bit dated into a very lively experience that, as John talked about, has multiple cash registers and is a draw for the local community. And they've done this now since the late 90s, and they have a portfolio of 350 assets across the country and some outside the U.S., where they continue to see opportunity to grow in white space out there, a very fragmented mom-and-pop ownership industry. They see opportunities for another 500 to 1,000 centers into their portfolio over time, and that's what we like about it. But to get to your heart of your question, David, they take a box that's very solid and make it even better and make it essentially brand new. And that's what we love about the business model. And then the cash flows that come out of that business, as John said, have very high margins and very sticky recreation aspect to the cash flows.

You know, David, I'll just add to this. You and I talk a lot about, you know, my old days way back in ski resort operations. And what I learned back in ski resort days is to fall in love with businesses that respond – They respond intensively and quickly to capital investment and management focus and intensity. And the difference between this and the ski business is you can make a great capital investment and operate the heck out of the business, and it doesn't snow, you're SOL. And what I love about this business is that it's very responsive to the investments of capital. You invest capital, and you get pretty much an immediate consumer response. And it's also a business that responds really well to management intensity. And again, Tom Shannon and the Bolero team are very, very shrewd at investing capital and know how to manage the P&L, every single line, top, middle, and bottom lines of to use that management intensity to really transform results through the transformation of the experience.

David, the only other thing I would mention is just the detail of our underwriting. We went to all 38 assets in the 17 states. We got to meet not only the senior management team, as I talked about, but our team got to meet the people on the ground that make these assets so productive. And it helped us in continuing to understand the durability of the business and the asset. So that just gives you a flavor of how we went about this investment.

Thank you.

We now turn to Todd Thomas with KeyBank Capital Markets. Your line is open.

Hi, good morning. So first question, Ed. Maybe, John, it sounds like the company may slow down on investments in the near term until visibility improves, which would make sense. But the ongoing conversations that you are having as you look to keep the lines open with new and existing relationships on potential opportunities, do you expect to see investment yields increase sort of commensurate with the increases in capital costs across industries?

Todd, I believe they will, but it always takes time. You know, sellers always tend to take more time to come to grips with reality than buyers, would-be sellers, would-be buyers. And obviously, we've seen some cap rate expansion over the last year. I'm very confident in telling you that a year ago, we would not have been able to buy 38 Bolero assets at 7.3% cap rate. very confident that we could not have done that. These assets would have traded tighter a year ago as they traded considerably tighter a couple of years ago when Carlyle bought a large portfolio of Bolero assets. So as we look over the year to come and maybe years to come, I think you can expect markets eventually to accept realities, but markets tend to take time to accept those realities and we'll be patient for that acceptance to take place and enjoy the benefits of same-store growth that we as a net lease REIT enjoy to a very rare degree thanks to our lease escalation and especially the CPI component of that escalation. Same-store growth is going to mean something in the net lease space over the next year if things slow down in the way they might. And we'll cite a report from our friends at Green Streets that showed that both VG and GLPI enjoy same-store NOI growth that is about four times the standard net lease REIT.

Okay, that's helpful. And then I guess within that context, you know, of sort of looking at, you know, potential investments, can you provide an update on the call-write agreements and sort of current thinking on you know, Hoosier Park and Horseshoe Indianapolis, the potential timing there and how you're thinking about, you know, potential capital raising that might be required to the extent something were to happen there.

Why don't David take the last half of that first, and then John can take the first half.

Yeah, Todd, and those that have been with us since the beginning, right, in the early days we had call rights at a 10 cap, and as we talked about then, we said we'd use those to layer into our growth. when the pipeline may be slower or there may be less opportunities in the marketplace. And we take the same approach with the call rights in Indiana that runs till the end of next year, end of 2024. And we just have to call it by the end of 2024. So as we look into the future, we'll be very disciplined with where our cost of capital is, but also very kind of methodical about how we layer that into our future AFFO growth.

And then on the operating side, like we do with our current assets that we own, we're continuing to monitor how the business is performing in Indianapolis. As I've mentioned on other calls, Caesars has put in significant capital to both the assets, and those businesses continue to be rewarded based on those capital improvements. So we'll continue to monitor that.

All right. Thank you.

Our next question comes from Greg McGinnis with Scotiabank. Your line is open.

Hey, good morning.

Hey, Greg.

Looking at the future opportunities with Canyon Ranch or Bolero, is finding the incremental investment contingent upon the operator, or is your team working with them to help find some opportunities? And then also for any potential ROFOs or investments, those cap rates will all be negotiated in real time. So can we assume maybe those would be 50, 100 basis points higher than where you've invested previously?

Yeah, Greg, it's a good question. And to take the first part of your question, you know, we very much partner with our partners like Canyon Ranch at developing investment criteria, applying those criteria to the marketplace to figure out where the best opportunities may be. And I think I mentioned back when we announced the expansion of our Canyon Ranch partnership back in late July that John Goff and I share a conviction that the coming years, 24, 25, 26 and onward, could represent the kind of opportunity that John Goff and Richard Rainwater saw in the resolution trust days of the early 90s. There could be some very compelling acquisition opportunities that are born out of not necessarily operating distress, but what could be a certain element of financing stress. So we're excited about that. We're patient. We're willing to wait for the right opportunities to come along in that vein. And when it comes to figuring out pricing and ROFOs and call rights, I think what we're increasingly focused on is the degree to which we may need a certain amount of flexibility between us as buyer and any would-be seller to account for the unpredictability of capital costs and resulting values. So we're going to we're going to be careful that we don't lock in to a cap rate for a future acquisition that may turn out at that time to be diluted.

I guess in looking at those potential canyon ranch opportunities, is there a roundabout size on a per asset basis that they're looking at in terms of making an investment? Obviously, that'll change based on cost of capital and expected returns, but just trying to understand the size of the assets they're looking at.

Yeah, excuse me, Greg. This is David. Good to talk to you, and thanks for joining the call. Yeah, for a canyon ranch, it's somewhere, you know, 120 to maybe 150 rooms, but kind of 130, 140 rooms for a sweet spot. One of the things is they want to ensure asset utilization. So if you look at Lenox and Tucson, the room counts right around there. What they're working on and developing in Austin will be right around that size. And so as we think about potential other dots on the map, whether it be ski or beach or potentially even international one day, it's how do you find or how do you focus on assets of that size? And given the economic magnitude or vitality that comes out of that business, you can take a conventional hotel that has similar room sizes and make the economics so much greater and so much better than what was out of a traditional hotel. And so that's That's part of the excitement, part of the opportunity that we potentially see together in the future and some of the distress or malaise that may be coming from that sector.

Okay, just a final one from me. I may not have an answer on this one, but have you guys been in talks with MGM about their perceived likelihood of receiving a license at Empire City and your potential investment there? Any updates? John?

Yeah, well, first of all, MGM has been a great partner since we were able to acquire MGP and those assets. And obviously, the New York process is going on right now. There's some who believe, as you said, that the two current racinos will get two of the three licenses. And should MGM be one of those? And they're looking to build that business and we see an opportunity to use our capital to build and get incremental rent, we'll absolutely talk to the partner about that. So we'll just have to see, Greg, how this process plays out over the coming years.

All right. Thanks, everyone.

Our next question comes from Samin Chirose with Citi. Your line is open.

Oh, hi. Thanks. I just wanted to ask you a little bit about how you think about the scope of the opportunity with Valero over time, I guess, against coverage levels. I think you said about 3.2 times coverage, so a lot of cushion in there. But where would you sort of be comfortable, I guess, continuing to kind of buy up their EBITDA and converting it into rent relative to the coverage levels?

As you've heard us say, we've studied the business and the company for a couple of years now, and their ability to go into an asset with very low four-wall coverage and transform that asset into very high four-wall coverage gives us a lot of conviction in the business, and then obviously with the master lease and the corporate guarantee that we get out of the incremental protection we get gives us a lot of comfort. So that's That's the area that we target, you know, kind of high twos, four-wall coverage, low threes, and then obviously the corporate guarantee. And they're a growth-minded operator who understands the merits of a sale-leaseback model and ensures that they have the capital available to grow their business in the way, shapes, or forms that they want to do. And, you know, they want to size the rent in a way that gives them protection to make sure that they're creating and benefiting from all the upside that they generate given their business model and the economics that they do produce.

Okay, and then I just wanted to ask about the balance sheet leverage just ticked up slightly to 5.7 from 5.6, and you still have the split rating between S&P and Moody's. What do you think are kind of, what's the kind of the path, I guess, with Moody's? I mean, do they want to see continued diversification away from gaming, and I guess kind of what's the sort of leverage metric that you think that they would need to see in order to move into investment grade.

Yeah, just to hit on your first point, I mean, the leverage ticked up quarter over quarter really because cash went down, right? If you look at our supplement quarter over quarter, debt only went up $55 million. That was the fund, the Century Canada asset, and cash went down $230 million, as Ed talked about, the equity and the cash out the door to fund the acquisitions that we closed during the quarter. So really a de minimis move in leverage. Look, in terms of Moody's, it's a continual education, and it takes time. We've been around for six years. We're educating the agencies on the gaming net lease model. We're educating Moody's in particular on gaming tenants. And as we've talked about, I think with many of you in the past, they took our rating up two notches when we did our inaugural investment grade offering back in April of 2022, and We've been in touch with them, you know, consistently. And we will, you know, for an agency to make a move, it often takes an event. So we're hopeful in the coming months or, you know, period of time, there will be an acknowledgement of the sanctity of our cash flows and an upgrade coming. And there's really... no real kind of black and white trigger. It's a little bit of just do what you say, say what you do, and continue to prove the merits of your business model, which we have been very, very diligent and working hard at.

Thank you. Our next question comes from Chris Darling with Green Street. Your line is open.

Thanks. Good morning, everyone. Going back to the pricing environment, but thinking about traditional gaming real estate specifically, it seems like there's been this dynamic over the past, call it 18 months or so, where gaming real estate has been positively repriced relative to traditional commercial real estate. And I wonder if that dynamic is still playing out in your mind or if you think cap rates are maybe moving in a more commensurate fashion with the 10-year rate now.

Yeah, Chris, good to talk to you. I think the honest answer would be we don't know. The most recent trade in big box gaming, obviously, was a realty income investment in Bellagio, where I believe it took place at a 5-2 cap rate. So exactly to your point. There's not a lot of the real estate categories covered by Green Street where you're seeing those kinds of cap rates right now, perhaps outside of industrial and maybe data centers. So there is resilience there. But beyond that Bellagio investment, I don't think we have a lot of data to point at. But I do think, going back to what John has been saying about the vitality, especially of Las Vegas, where so much of our capital is invested, there's really no other place on earth like it. And it may sound a bit trivial, but I'll point to, for instance, Pink, having just performed last week at Allegiant, announcing, I want a residency in Las Vegas and I want it now. Because she's recognizing as a global artist that Las Vegas is the place for global artists to situate themselves right now because of the drawing power that Las Vegas has on a global basis. So you're seeing a resiliency of economic activity that should constitute some degree of resilience of value that you're not obviously going to see in a lot of other sectors where you are facing either secular headwinds or supply, demand imbalance.

Yeah, Ed, the other thing that's unique in the gaming business right now than other businesses, right, is that the operating performance of a lot of these casinos, particularly in the city you called out, Las Vegas, are doing incredibly well, right? So, yes, there's a lot of volatility in the markets, but their core business is really performing quite well. So we'll see how this plays out.

Appreciate all the thoughts. That's it for me.

Thank you, Chris. We now turn to Nate Crossett with BMP. Your line is open.

Hey, good morning. Maybe just one quick one on the balance sheet. If you could just maybe remind us of the guidance for your leverage band and then just address like talking about debt maturities for next year. I know you mentioned the swaps. But can you just tell us how you're thinking about addressing that maturity? What would the term be? And, you know, maybe where you think you could price money today?

Yeah, Nate, David, good to talk to you. I mean, we've been very vocal and committed to getting leverage back to our five, between five and five and a half times net debt to EBITDA. Obviously, we ticked that up a little bit with the MGP acquisition and the agencies acknowledged that and understood we would work very hard to get that leverage back down. And we've kind of exceeded the pace that we originally told the agencies in the summer of 21. And then in terms of our 10-year money, we do have a maturity that comes due May 1st of 2024. The window opens on February 1st of 2024. As we talked about, as we've mentioned collectively, we have $450 million of notional forward starting swaps out there. We've been legging into a hedge fund a hedge policy to get ahead of that refinancing. Our 10-year money today, you know, spread somewhere 220, 230, give or take 10 or 20 basis points over the 10-year. So as we see here today with a 10-year at five, that's, you know, kind of low sevens, low to mid sevens capital. But we'll assess the market. Well, you know, is that a mix of five sevens or tens? Is it all tens? We do have access to the terminal market that a lot of REITs do not have access to. So we'll be very focused on ensuring that we extend the tenor, but also take advantage of the best pricing and the best laddering of our maturities as possible.

And I'll just reiterate, Nate, that while it does not obviously show up in trailing leverage numbers, when we invest a billion dollars of equity against only $55 million of debt on our recent accretive capital investments, it will obviously have a forward deleveraging effect.

Okay, that's helpful. Maybe just one more on the Bolero. I think it's about maybe 10% of their portfolio. Have they given you any indication how much they would be willing to do over time? Just trying to like size the potential opportunity here.

Well, as we sit here today, Nate, almost all of their assets are in a sale-leaseback format. So it would be potential future growth opportunities as they find opportunities in the marketplace. And, you know, one of the reasons we were able to build a relationship and develop this transaction over time is, you know, Vici's desire to grow, Vici's access to capital, and obviously Bolero's desire to grow. And as you saw in our materials and the commentary, if you look at the Bolero announcements, they're very different. They're thrilled with the deal. They're thrilled to partner with Vici, and we're optimistic there will be more to come together, but there's nothing directly off the Bolero balance sheet as we see here today.

Yeah, and I can't remember the exact numbers, so hopefully David or John might, Nate. But the thing to keep in mind is that Bolero is the market leader in a remarkably unconsolidated category with Bolero owning, do they even own 10% of the category? I don't think they own 10%. No. So their opportunity to continue to roll up assets, transform the assets, transform the experiences, and transform the economics is where the future growth between Bolero and Vici will take place. And again, thanks to basically a writer first offer, what amounts to an exclusive financing partnership, real estate financing partnership that we'll enjoy with them for the next eight years.

Okay, I'll leave it there. Thank you.

We now turn to Chad Baynon with Macquarie. Your line is open.

Morning. Thanks for taking my question. Just one for me this morning. Different markets and countries are obviously going through different phases of economic cycles. And I know in the past you've talked about growing outside of the U.S., understanding that these relationships take time. Has anything changed in terms of how you're thinking about non-U.S. versus U.S. opportunities with respect to, you know, current cap rates, multiples, relationships? Thanks.

Yeah, and I will point out, as someone who carries both a Canadian passport as well as a U.S. passport, we have expanded internationally. Canada is another country, and we're very proud to be invested there. And... John and Kellen and the business development team continue to research international markets as overall real estate marketplaces and then the categories of interest, the experiential categories of interest within those markets. Again, those are situations where we will make sure to take the time and take great care to make wise investments given that They need to be based on deep knowledge of the market before we ever commit capital. Thank you, Chad.

Thank you very much. I appreciate it.

I think, Elliot, that will wrap things up, correct?

Yes, this concludes our Q&A. I want to hand back to Edward Tony, our CEO, for closing remarks.

Yeah, thank you, Elliot. Thanks, everybody, on the call today. We really appreciate it. you being with us, and we wish all of you the best during this very, very volatile time. It is a time we will get through, and again, we thank you for your time today. Ladies and gentlemen, today's call is now concluded.

We'd like to thank you for your participation. You may now disconnect your line.