 Jacobs Entertainment, Inc. Proposal for Combination October 2013 Exhibit 99.2 |
 Disclosure statement This presentation has been prepared by Jacobs Entertainment (the “Company”) for the exclusive use of the Board of Directors of MTR Gaming to whom the Company delivers this presentation (such party, together with its subsidiaries and affiliates, the “Recipient”). Although the Company believes the information is accurate in all material respects, the Company does not make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. The presentation may include certain forward looking statements and projections provided by the Company. Any such statements and projections reflect various estimates and assumptions by the Company concerning anticipated results. No representations or warranties are made by the Company as to the accuracy of any such statements or projections. Whether or not any such forward looking statements or projections are in fact achieved will depend upon future events, some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and such summaries are qualified in their entirety by such documents and agreements. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. The Company expressly disclaims any and all liability relating to or resulting from the use of this presentation. In addition, the information contained in this presentation is as of the date hereof, and the Company has no obligation to update such information, including in the event that such information becomes inaccurate. This presentation has been prepared solely for informational purposes only. The Recipient should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. The Recipient should consult its own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and by accepting this presentation, the Recipient confirms that it is not relying upon the information contained herein to make any decision. This presentation does not purport to be all-inclusive or to contain all of the information that the Recipient may require. This presentation is non-binding and subject to the negotiation and execution of a definitive agreement. 1 |
 Table of contents 2 Proposed transaction summary and comparison Market overview Company overview and strengths Historical financial performance |
 Proposed transaction summary and comparison |
 Jacobs proposed transaction summary 4 Transaction Jacobs Investments is offering to combine Jacobs Entertainment and MTR Gaming in the same fashion as the proposed Eldorado transaction: • MTR and Jacobs Entertainment to contribute their respective businesses to a newly formed public company (“Public Newco”) • MTR stockholders exchange outstanding shares for Public Newco and new shares to be issued to Jacobs Investments’ shareholders • Transaction based on MTR share price of $5.69 • Based on projected June 30, 2014 financial performance, the resulting pro forma equity ownership of Public Newco will be approximately 70% for existing MTR shareholders and the shares newly issued to Jacobs Investments will be approximately 30% • The Public Newco shares issued to Jacobs in addition to the MTR shares currently owned by Jacobs will result in Jacobs owning approximately 43% of Public Newco MTR Per Share Valuation • $5.69 per share, representing a 59% premium to the closing share price of $3.58 on September 6, 2013 and a 10.5% premium to the Eldorado offer. Jacobs Valuation • 6.81x LTM EBITDA, adjusted for non-recurring charges, to be measured at closing Cash Offer Option • MTR Stockholders will have the option to elect to receive $5.69 per share in cash for a portion of their shares versus shares in Public Newco • Up to $30 million of cash available to fund the cash offer option No change in control • The Jacobs Entertainment transaction will not involve a change of control; no shareholder will own a majority of Public Newco’s shares • MTR will have the right to appoint the majority of Public Newco’s initial directors Financing • Anticipated that all existing indebtedness to remain in place for both companies • No bondholder consents will be required |
 Jacobs Entertainment is a superior merger partner for MTR Gaming 5 Jacobs Entertainment Eldorado Overview Higher total consideration $5.69 per share (10.5% premium) Better geographic diversification and long-term business model sustainability $5.15 per share EBITDA margins 27% (casino properties only) 17% Number of Properties JEI’s properties are wholly owned: 5 casinos / 1 racetrack / 9 OTBs 23 video poker truck plazas 3 casinos (one of which is tied up in a 50/50 joint venture with a third party) Number of Markets 4 2 Competitor market profile Steady with limited competitive risk Highly competitive with downward risk Positioning of properties Locals oriented Nevada, Colorado and Louisiana properties targeting diverse and stable customer base Regional Nevada properties targeting very competitive California market Tax benefits No change of control; Does not trigger NOL limitations Transaction triggers Section 382 NOL limitations |
 Merger of two leading regional operators MTR Gaming Jacobs Combined Gaming Properties 3 38 41 Gaming machines 5,792 3,714 9,522 Table games 97 52 149 Hotel rooms 354 219 573 Employees 2,858 2,200 5,058 LTM Net Revenue $518.6 million $393.6 million $912.2 million LTM Adjusted EBITDA $105 million $53.2 million $158.2 million 6 |
 Company overview and strengths |
 Company snapshot 8 Founded in 2001, Jacobs Entertainment is a geographically diversified gaming and pari-mutuel wagering company with operations across four states in different regions of the U.S. Assets include land-based casinos, video gaming truck plazas, a horse racing track and satellite wagering facilities Focus on attracting and fostering repeat business from local gaming patrons by emphasizing slot and video game play, and by providing ample parking, high-quality food at affordable prices and promotional incentives Facility Number Land-based casino 5 Racetrack 1 Video gaming truck plaza 23 Satellite wagering facilities 9 |
 Key Company Strengths 9 Disciplined operating and investment model: High margins and strong ROI Properties in steady regional gaming markets Stable and experienced management team Stable financial performance and cash flows Broad geographic and asset diversification Protected markets with limited competitive threats |
 The Lodge 42% Gilpin Casino 6% Gold Dust West 13% Louisiana Truck Plazas 37% Colonial Downs 2% Broad geographic and asset diversification Jacobs operates across four states in different regions of the U.S. Significant asset diversification across land-based casinos, video gaming truck plazas and a horse racing track with satellite wagering facilities 10 Note: Property level adjusted EBITDA presented before corporate allocation and other adjustments. (1) Consists of 23 separate truck plaza video gaming locations. (2) Consists of 3 separate Gold Dust West casinos (Carson City, NV, Elko, NV and Reno, NV). (1) (2) LTM 6/30/13 adjusted property level EBITDA: $62.9 million |
 Stable financial performance and cash flows Consistent historical performance 11 $50.4 $54.1 $56.8 $54.2 $53.0 $53.0 $54.6 $53.2 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 Adjusted EBITDA ($ in millions) $247.8 $279.2 $286.8 $270.6 $260.5 $264.6 $275.1 $272.7 $81.4 $96.1 $116.7 $73.4 $95.9 $119.5 $122.1 $120.9 $329.2 $375.3 $403.5 $344.0 $356.4 $384.1 $397.2 $393.6 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 Base revenue Fuel revenue Net revenue ($ in millions) Jacobs has demonstrated the ability to generate stable and consistent EBITDA, including during the 2008 / 2009 recession Source: Company filings and management information. Note: During the above presented historical period, the Company completed several related party acquisitions which were accounted for as combinations of entities under common control. Accordingly, the consolidated financial statements for 2006 through LTM 6/30/13 have been retroactively adjusted to include the operations of these businesses as if acquired at the beginning of the appropriate historical period. EBITDA adjusted for non-recurring charges. |
 Stable financial performance and cash flows Substantial liquidity for operations 12 74% cash flow conversion over the last 7 years Limited working capital requirements and targeted maintenance capital expenditures Management team has experience operating in a levered environment Free cash flow (1) (1) Adjusted EBITDA less maintenance capex. (2) Defined as Free cash flow / Adjusted EBITDA. 70% 75% 74% 74% 77% 73% 73% 75% Free cash flow conversion (2) ($ in millions) $35.2 $40.8 $41.8 $40.2 $40.7 $38.9 $40.0 $39.7 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 |
 Protected markets with limited competitive threats 13 Core markets are insulated from competition because of costly and lengthy regulatory process Beyond the regulatory barriers, significant investments of time and capital also restricts potential new entrants Gaming license restrictions Gaming license restrictions No new supply since 2001 June 2010 legislation does not allow new licenses for video poker truck plazas within one mile of any residential property – Nearly eliminated the issuance of new video poker truck plaza licenses Limited to only parishes that have approved video poker Land availability Scarcity of land available for development within the approved gaming district High cost of acquiring land and constructing new gaming facilities Truck plaza must offer diesel fuel, gasoline, a convenience store and a restaurant Maximum of 50 video poker machines at any single location Facility requirements Gaming license restrictions Stringent licensing requirements and substantial licensing / compliance expenses Outlook No increase in devices expected for at least two years Outlook No new competition expected in Jacobs’ regional markets: Reno, Elko and Carson City Monopoly The only horseracing track in Virginia The sole operator of satellite wagering facilities in Virginia Outlook No new competition expected |
 Disciplined operating and investment model High margins 14 Adjusted EBITDA margin Source: Public filings. (1)1 Includes Colorado and Nevada casino assets only. |
 Jacobs general market overview |
 Colorado overview Attractive market and regulatory dynamics 16 Overview Approximately 40 casinos operate in the mountain towns of Black Hawk, Central City and Cripple Creek 830,000 and ~3.1 million adults reside within a 25-mile and 50-mile radius of Black Hawk, respectively Average annual household income within 50 miles of the casino is ~$77,400 Regulatory environment Under Colorado regulations, entities are limited to 3 retail / gaming operator licenses in Colorado – Jacobs has 2 licenses (The Lodge and Gilpin Casino) Effective July 2009, Colorado Amendment 50 further eased gaming restrictions – Allowed for the introduction of craps and roulette – Increased the minimum single wager limit to $100 – Allowed 24-hour gaming operations – Prohibited changes in existing tax levels (currently a series of graduated tax rates, with maximum tax rate of 20%) Smoking ban in casinos became effective January 2008 Competitive landscape Population per sq mile > 1,000 500 to 1,000 200 to 500 100 to 200 < 100 |
 Amendment 50 became effective July 2009 $453.7 $510.9 $513.0 $516.3 $527.7 $543.5 $565.6 $551.3 $498.4 $561.3 $554.3 $556.1 $556.7 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Historically, the Black Hawk gaming market has demonstrated stability of performance through economic cycles Colorado overview Black Hawk stable financial performance 17 Black Hawk market adjusted gross proceeds Black Hawk market win per unit per day ($ in millions) Source: Colorado Division of Gaming. Note: Data presented based upon fiscal year ended June 30 th . $145 $151 $149 $148 $156 $151 $153 $152 $141 $169 $176 $178 $181 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Amendment 50 became effective July 2009 |
 The Lodge and Gilpin Casino Property overview 18 975 376 34 6 50 N/A 28,000 11,000 4 restaurants 3 bars 1 restaurant 2 bars June 1998 (invested approximately $9 million into property since 2004) October 1992 (invested approximately $10 million into property since 2000) Property # of slot machines Gilpin Casino Black Hawk, CO The Lodge Black Hawk, CO # of gaming tables # of hotel rooms Gaming square ft. Amenities Opening Note: Slot and table data as of June 30, 2013. Jacobs properties are ideally located in the middle of the Black Hawk market with easy vehicular and pedestrian access |
 17.1% 18.3% 19.8% 19.3% 18.8% 19.6% 19.5% 19.1% 14.5% 14.8% 14.6% 15.2% 15.8% 16.4% 16.5% 16.6% 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 Market share Fair share The Lodge and Gilpin Casino Jacobs Entertainment has a dominant market share in the Black Hawk Market 19 Jacobs Entertainment has continually captured more than its fair share in the Black Hawk market (1) (2) Source: Colorado Gaming Commission and Company filings. (1) Market share is calculated as the gross gaming revenue for The Lodge and Gilpin Casino as a percentage of the total revenue of the Black Hawk gaming market. (2) Fair share is based on unit count for The Lodge and Gilpin Casino as a percentage of the total number of units in the Black Hawk gaming market. Dominant market share driven by strong location, high quality product offering and presence of Jacobs’ senior management |
 The Lodge and Gilpin Casino Financial performance 20 Net revenue $94.1 $95.0 $96.5 $98.0 $98.8 $96.8 2008 2009 2010 2011 2012 LTM 6/30/13 The Lodge Gilpin Casino Adjusted property EBITDA $31.2 $32.3 $31.3 $32.3 $32.4 $30.2 2008 2009 2010 2011 2012 LTM 6/30/13 The Lodge Gilpin Casino ($ in millions) ($ in millions) $164 $165 $178 $183 $193 $189 2008 2009 2010 2011 2012 YTD 6/30/13 Average win per position per day (The Lodge and Gilpin) |
 Louisiana video poker market overview Stable market with high barriers to entry 21 Permitted in 31 of Louisiana’s 64 parishes At June 30, 2013, Louisiana had 201 licensed video poker truck plazas Each video poker truck plaza features a convenience store, fueling operations, a restaurant and up to 50 poker devices Overview Barriers to entry No new licenses for video poker truck plazas granted for locations within one mile of any residential property – Legislation nearly eliminated issuance of new video poker truck plaza licenses Additional barriers to entry include restrictions that require video poker truck plazas: – Meet specified minimum levels of fuel sales – Maintain a specified minimum site acreage – Conduct restaurant operations at least 12 hours per day – Keep a convenience store open 24 hours per day Restriction on maximum number of machines at any single location Limited to only those parishes that approved video poker Statewide truck plaza net gaming revenue $420.9 $434.7 $398.1 $405.6 $408.5 2008 2009 2010 2011 2012 2013 Source: Louisiana State Police Video Gaming Division. Note: Data presented based on fiscal year end of June 30th. 179 186 195 199 200 201 179 186 195 199 200 201 Number of video poker-equipped truck plazas: ($ in millions) $412.8 |
 17.9% 19.7% 19.7% 19.0% 18.9% 19.2% 19.5% 19.7% 14.4% 16.5% 16.3% 15.3% 15.0% 14.9% 14.8% 14.9% 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 Market share Fair share Video poker truck plazas Jacobs Entertainment has a dominant market share in the Louisiana video poker market 22 Jacobs Entertainment has continually captured more than its fair share in the Louisiana video poker market (1) (2) Dominant market share driven by optimal site location – interstate accessibility that is proximate to a locals customer base Source: Louisiana State Police Video Gaming Division and Company filings. Note: Data presented on calendar year basis. Historical results represented pro forma for recent truck stop acquisitions. Includes 100% of revenue and positions of the revenue share truck plaza. (1) Market share is calculated as the gross gaming revenue for the Company’s video poker truck plazas as a percentage of the total revenue of the Louisiana video gaming market. (2) Fair share is based on unit count for the Company’s video poker truck plazas as a percentage of the total number of units in the Louisiana video gaming market. |
 Video poker truck plazas Property overview and performance 23 Jacobs Entertainment video poker truck plaza locations 23 video poker truck plazas located throughout Louisiana At June 30, 2013, the Company’s poker truck plazas had a combined total of 1,150 video gaming devices Video poker truck plazas’ revenues are comprised of: – Revenue from video poker gaming machines – Sales of gasoline and diesel fuel – Sales of groceries, trucker supplies and sundry items through their convenience stores – Sales of food and beverages in their restaurants and bars – Commissions on ATMs, pay phones and lottery sales Caters primarily to local residents, many of whom live within a five-mile radius of the property Overview Adjusted property EBITDA $26.0 $21.7 $22.3 $22.1 $23.6 $23.5 2008 2009 2010 2011 2012 LTM 6/30/13 ($ in millions) Note: During the above presented historical period, the Company completed several related party acquisitions which were accounted for as combinations of entities under common control. Accordingly, the financial statements for 2008 through LTM 6/30/13 have been retroactively adjusted to include the operations of these businesses as if acquired at the beginning of the appropriate historical period. (1) EBITDA peak in 2008 is largely attributable to increased business activity from federal agencies and contractors due to Hurricanes Gustav and Ike. (1) Win per day ($) $203.5 $189.7 $181.5 $186.2 $192.1 $201.4 2008 2009 2010 2011 2012 YTD 6/30/13 |
 Nevada overview Gold Dust West properties 24 Gold Dust West Elko, NV Gold Dust West Reno, NV Gold Dust West Carson City, NV 485 slots 27 hotel rooms 17,500 gaming square ft. Opened: 1978 Acquired and renovated in 2001 – 2002 (total cost of $27 million) 382 slots 6 tables 142 hotel rooms 12,000 gaming square ft. Opened: 1995 Acquired and renovated in 2006 – 2007 (total cost of $20 million) 346 slots 6 tables 13,000 gaming square ft. Opened: 2007 (total build-out cost of $20 million) (1) Acquired by Jacobs in January 2001. (2) Acquired by Jacobs in June 2006. (1) (2) |
 Historical financial performance |
 Summary historical financials 26 $247.8 $279.2 $286.8 $270.6 $260.5 $264.6 $275.1 $272.7 $81.4 $96.1 $116.7 $73.4 $95.9 $119.5 $122.1 $120.9 $329.2 $375.3 $403.5 $344.0 $356.4 $384.1 $397.2 $393.6 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 Base Revenue Fuel Revenue $50.4 $54.1 $56.8 $54.2 $53.0 $53.0 $54.6 $53.2 15.3% 14.4% 14.1% 15.8% 14.9% 13.8% 13.7% 13.5% 28.3% 28.0% 27.5% 29.2% 27.9% 28.3% 28.1% 27.2% 2006 2007 2008 2009 2010 2011 2012 LTM 6/30/13 Total margin Gaming margin Net revenue Adjusted EBITDA and margin ($ in millions) ($ in millions) Net revenue consists of gaming revenues, food and beverage sales and fuel Between 2006 and 2012, revenue and EBITDA grew at CAGR of ~3% and 1%, respectively Decrease in revenue in 2009 predominantly related to lower gas prices at Louisiana truck plazas (1) Includes Colorado and Nevada casino assets only. (1) |
 Key credit strengths 27 Disciplined operating and investment model: High margins and strong ROI Properties in steady regional gaming markets Stable and experienced management team Stable financial performance and cash flows Broad geographic and asset diversification Protected markets with limited competitive threats |
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