Real Estate Portfolio | Real Estate Portfolio As of December 31, 2020, our real estate portfolio consisted of the following: • Investments in leases - sales-type, representing our investment in 23 casino assets leased on a triple net basis to our tenants, Caesars, Penn National, Hard Rock and Century Casinos, under seven separate lease agreements; • Investments in leases - financing receivables, representing our investment in five casino assets leased on a triple net basis to our tenants, Caesars and JACK Entertainment, under two separate lease agreements; • Investments in loans, representing our investment in the Amended and Restated ROV Loan, Chelsea Piers Mortgage Loan and Forum Convention Center Mortgage Loan; and • Land, representing our investment in certain underdeveloped or undeveloped land adjacent to the Las Vegas strip and non-operating, vacant land parcels. The following is a summary of the balances of our real estate portfolio as of December 31, 2020 and 2019: (In thousands) December 31, 2020 December 31, 2019 Minimum lease payments receivable under sales-type and direct financing leases (1) $ 45,500,260 $ 31,460,712 Estimated residual values of leased property (not guaranteed) 3,348,174 2,525,469 Gross investment in sales-type and direct financing leases 48,848,434 33,986,181 Unamortized initial direct costs 23,764 42,819 Less: Unearned income (35,390,353) (23,294,755) Less: Allowance for credit losses (454,201) — Investments in leases - sales-type and direct financing, net 13,027,644 10,734,245 Investments in leases - operating (2) — 1,086,658 Investments in leases - financing receivables, net 2,618,562 — Total investments in leases, net 15,646,206 11,820,903 Investments in loans, net 536,721 — Land 158,190 94,711 Total real estate portfolio $ 16,341,117 $ 11,915,614 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) Upon modification of the Caesars Lease Agreements, we reassessed the lease classification of the Las Vegas Master Lease Agreement, Regional Master Lease Agreement (excluding the MTA Properties) and Joliet Lease Agreement and determined that the leases meet the definition of a sales-type lease, including the land component of Caesars Palace Las Vegas. Accordingly, we reclassified the land component of Caesars Palace Las Vegas from Investments in leases - operating to Investments in leases - sales-type. The following table details the components of our income from sales-type, direct financing and operating leases and lease financing receivables: Year Ended December 31, (In thousands) 2020 2019 2018 Income from sales-type and direct financing leases, excluding contingent rent (1) $ 1,007,193 $ 822,205 $ 741,564 Income from operating leases (2) 25,464 43,653 47,972 Income from lease financing receivables (1) (3) 137,344 — — Total revenue, excluding contingent rent 1,170,001 865,858 789,536 Contingent rent (1) 315 — — Total lease revenue 1,170,316 865,858 789,536 Non-cash adjustment (4) (39,883) 239 (45,404) Total contractual lease revenue $ 1,130,433 $ 866,097 $ 744,132 ____________________ (1) At lease inception (or upon modification), we determine the minimum lease payments under ASC 842 (or ASC 840), which exclude amounts determined to be contingent rent. Contingent rent is generally amounts in excess of specified floors or the variable rent portion of our leases. The minimum lease payments are recognized on an effective interest basis at a constant rate of return over the life of the lease and the contingent rent portion of the lease payments are recognized as earned, both in accordance with ASC 842. As of December 31, 2020, we have only recognized contingent rent on our Margaritaville Lease Agreement in relation to the variable rent portion of the lease. Refer to the Lease Provisions section below for information regarding contingent rent on each lease. (2) Represents the portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Regional Master Lease Agreement. Upon the consummation of the Eldorado Transaction on July 20, 2020, the land component of Caesars Palace Las Vegas and certain operating land parcels were reassessed for lease classification and were determined to be a sales-type lease. Accordingly, subsequent to July 20, 2020, such income is recognized as Income from sales-type leases. (3) Represents the MTA Properties and the JACK Cleveland/Thistledown Lease Agreement, both of which were sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have been transferred to us, such lease agreements are accounted for as financings under ASC 310. (4) Amounts represent the non-cash adjustment to the minimum lease payments from sales-type leases, direct financing leases and lease financing receivables in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases. At December 31, 2020, minimum lease payments owed to us for each of the five succeeding years under sales-type leases and our leases accounted for as financing receivables, are as follows: Minimum Lease Payments (1) (2) Investments in Leases (In thousands) Sales-Type Financing Receivables Total 2021 $ 1,062,373 $ 222,581 $ 1,284,954 2022 1,075,944 227,017 1,302,961 2023 1,094,796 231,332 1,326,128 2024 1,112,711 235,421 1,348,132 2025 1,126,826 237,826 1,364,652 Thereafter 40,027,610 8,239,619 48,267,229 Total $ 45,500,260 $ 9,393,796 $ 54,894,056 Weighted Average Lease Term (2) 34.5 34.4 34.4 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. (2) The minimum lease payments and weighted average remaining lease term assumes the exercise of all tenant renewal options, consistent with our conclusions under ASC 842 and ASC 310. Upon the consummation of the Eldorado Transaction, the lease term was extended by approximately three years and, as such, the weighted average lease term has increased accordingly. Lease Provisions Caesars Lease Agreements - Overview The following is a summary of the material lease provisions of our Caesars Lease Agreements (both prior and subsequent to the modifications that occurred on July 20, 2020 as a result of the consummation of the Eldorado Transaction): ($ In thousands) Non-CPLV Lease Agreement and Joliet Lease Agreement Regional Master Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Las Vegas Master Lease Agreement Lease Provision (1) Prior to Amendment As Amended Prior to Amendment Prior to Amendment As Amended Initial Term (2) 15 years 18 years 15 years 15 years 18 years Initial Term maturity (2) 10/31/2032 7/31/2035 10/31/2032 12/31/2032 7/31/2035 Renewal Terms Four, five Four, five Four, five Four, five Four, five Current annual rent (3) $508,534 $672,472 $207,745 $89,157 $402,609 Escalator (4) Lease years 2-5 - 1.5% Lease years 6-15 - Consumer price index (“CPI”) subject to 2.0% floor Lease years 2-5 - 1.5% Lease years 6-end of term - CPI subject to 2.0% floor > 2.0% / Change in CPI Lease years 2-5 - 1.0% Lease years 6-15 - > 2.0% floor / change in CPI > 2.0% / change in CPI EBITDAR to Rent Ratio floor 1.2x commencing lease year 8 None 1.7x commencing lease year 8 1.6x commencing lease year 6 None Variable Rent adjustment Year 8 : 70% base rent / 30% variable rent Year 11 : 80% base rent / 20% variable rent Year 8 : 70% base rent / 30% variable rent Years 11 & 16 : 80% base rent / 20% variable rent Years 8 & 11 : 80% base rent / 20% variable rent Year 8 & 11 : 80% base rent / 20% variable rent Years 8 , 11 & 16 : 80% base rent / 20% variable rent Variable Rent adjustment calculation (5) 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 Year 16 : Avg. of years 13-15 less avg. of years 8-10 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 4% of revenue increase/decrease: Year 8 : Avg. of years 5-7 less avg. of years 0-2 Year 11 : Avg. of years 8-10 less avg. of years 5-7 Year 16 : Avg. of years 13-15 less avg. of years 8-10 ____________________ (1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements. (2) Upon the consummation of the Eldorado Transaction, the Caesars Lease Agreements were extended such that each lease has a full 15-year initial term. (3) Prior to amendment, with respect to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the annual base rent payable for the then current lease year, which was the period from November 1, 2019 through October 31, 2020. In relation to the HLV Lease Agreement, prior to its termination and the inclusion of the Harrah’s Las Vegas and Caesars Palace Las Vegas assets in the Las Vegas Master Lease Agreement, the amount represents annual base rent payable for the then current lease year, which was the period from January 1, 2020 through December 31, 2020. Subsequent to the consummation of the Eldorado Transaction and the amendments in connection therewith, (i) with respect to the Regional Master Lease Agreement, the amounts represent the current annual base rent payable for the current lease year, which is the period from November 1, 2020 through October 31, 2021, inclusive of the additional rent associated with the MTA Properties and (ii) with respect to the Las Vegas Master Lease Agreement, the amounts represent the current annual base rent payable for the current lease year, which is the period from November 1, 2020 through October 31, 2021, inclusive of the CPLV Additional Rent Acquisition and HLV Additional Rent Acquisition. (4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2020, 2019 and 2018 . (5) Variable Rent is not subject to the Escalator. Penn National Lease Agreements - Overview The following is a summary of the material provisions of the Penn National Lease Agreements: ($ In thousands) Lease Provision Margaritaville Lease Agreement Greektown Lease Agreement Initial term 15 years 15 years Initial term maturity 1/31/2034 5/23/2034 Renewal terms Four, five Four, five Current annual rent (1) $23,462 $55,556 Escalation commencement (2) Lease year two Lease year four Escalation 2.0% of Building base rent, subject to the net revenue to rent ratio floor 2.0% of Building base rent, subject to the net revenue to rent ratio floor Performance to rent ratio floor (2) 6.1x net revenue commencing lease year two Net revenue ratio to be mutually agreed upon prior to the commencement of lease year four Percentage rent (3) $3,000 (fixed for lease year one and two) $6,384 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter Lease year three and each and every other lease year thereafter Percentage rent multiplier The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) ____________________ (1) In relation to the Margaritaville Lease Agreement, the amount represents current annual base rent payable for the current lease year, which is the period from February 1, 2021 through January 31, 2022. In relation to the Greektown Lease Agreement, the amount represents current annual base rent payable for the current lease year, which is the period from June 1, 2020 through May 31, 2021. (2) In the event that the net revenue to rent ratio coverage, as applicable, is below the stated floor, the escalation will be reduced to such amount to achieve the stated net revenue to rent ratio coverage, as applicable, provided that the amount shall never result in a decrease to the prior year’s rent. In relation to the Greektown Lease Agreement, in May 2020, the lease was adjusted to remove the escalation for lease years 2 and 3 and to provide for a net revenue to rent ratio coverage floor to be mutually agreed upon by both parties prior to the commencement of lease year four. (3) Percentage rent is subject to the percentage rent multiplier. After the percentage rent reset in lease year three, any amounts related to percentage rent are considered contingent rent in accordance with GAAP. During the year ended December 31, 2020, we recognized approximately $0.3 million, in contingent rent in relation to the Margaritaville Lease Agreement escalation. No such rent has been recognized for the years ended December 31, 2019 and 2018. In relation to the Greektown Lease Agreement, no such rent has been recognized for the years ended December 31, 2020, 2019 and 2018. Hard Rock Cincinnati Lease Agreement - Overview The following is a summary of the material lease provisions of the Hard Rock Cincinnati Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Initial term maturity 9/30/2034 Renewal terms Four, five Current annual rent (1) $43,391 Escalator commencement Lease year two Escalator (2) Lease years 2-4 - 1.5% Lease years 5-15 - The greater of 2.0% or the change in CPI unless the change in CPI is less than 0.5%, in which case there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8 Variable rent split (3) 80% base rent and 20% variable rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from October 1, 2020 through September 30, 2021. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2020, 2019 and 2018. (3) Variable rent is not subject to the escalator and is calculated as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, multiplied by the Variable rent percentage. Century Portfolio Lease Agreement - Overview The following is a summary of the material lease provisions of the Century Portfolio Lease Agreement: ($ In thousands) Lease Provision Term Initial term 15 years Initial term maturity 12/31/2034 Renewal terms Four, five Current annual rent (1) $25,250 Escalator commencement Lease year two Escalator (2) Lease years 2-3 - 1.0% Lease years 4-15 - The greater of 1.25% or the change in CPI Net revenue to rent ratio floor 7.5x commencing lease year six - if the coverage ratio is below the stated amount the escalator will be reduced to 0.75% Variable rent commencement/reset Lease year 8 and 11 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from January 1, 2020 through December 31, 2021. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2020, 2019 and 2018. (3) Variable rent is not subject to the escalator and is calculated for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3 and for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, in each case multiplied by the Variable rent percentage. JACK Cleveland/Thistledown Lease Agreement - Overview The following is a summary of the material lease provisions of our JACK Cleveland/Thistledown Lease Agreement, as amended on July 16, 2020: ($ In thousands) Lease Provision Term Initial term 20 years Initial term maturity 1/31/2040 Renewal terms Three, five Current annual rent (1) $65,880 Escalator commencement Lease year three Escalator (2) Lease years 3-4 - 1.0% Lease years 5-7 - 1.5% Lease years 8-15 - The greater of 1.5% or the change in CPI capped at 2.5% Net revenue to rent ratio floor 4.9x in any lease year (commencing in lease year 6) - if the coverage ratio is below the stated amount, there is no escalation in rent for such lease year Variable rent commencement/reset Lease year 8, 11 and 16 Variable rent split (3) 80% Base Rent and 20% Variable Rent Variable rent percentage (3) 4% ____________________ (1) The amount represents the current annual base rent payable for the current lease year, which is the period from February 1, 2021 through January 31, 2022. (2) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the years ended December 31, 2020, 2019 and 2018. (3) Variable rent is not subject to the escalator and is calculated (i) for lease year 8 as an increase or decrease of the average of net revenues for lease years 5 through 7 compared to the average net revenue for lease years 1 through 3, (ii) for lease year 11 as an increase or decrease of the average of net revenues for lease years 8 through 10 compared to the average net revenue for lease years 5 through 7, and (iii) for lease year 16 as an increase or decrease of the average of net revenues for lease years 13 through 15 compared to the average net revenue for lease years 8 through 10, in each case multiplied by the Variable rent percentage. Capital Expenditure Requirements We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. The following table summarizes the capital expenditure requirements of the respective tenants under the Caesars Lease Agreements, as amended following (i) the consummation of the Eldorado Transaction, which amendments increased the existing capital expenditure requirements in proportion to the overall increase in the tenant’s net revenue arising from the MTA Properties and (ii) the sale of Harrah’s Reno: Provision Regional Master Lease Agreement and Joliet Lease Agreement Las Vegas Master Lease Agreement Yearly minimum expenditure 1% of net revenues (1) 1% of net revenues for CPLV (commencing in 2022 with respect to HLV) (1) Rolling three-year minimum (2) $311 million $84 million Initial minimum capital expenditure N/A $171 million (2017 - 2021) (with respect solely to HLV) ____________________ (1) The lease agreements require a $114.5 million floor on annual capital expenditures for CPLV, Joliet and the Regional Master Lease Agreement properties in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. (2) Certain tenants under the Caesars Lease Agreements, as applicable, are required to spend $405.2 million on capital expenditures (excluding gaming equipment) over a rolling three-year period, with $311.0 million allocated to the regional assets, $84.0 million allocated to Caesars Palace Las Vegas and the remaining balance of $10.2 million to facilities (other than the Harrah’s Las Vegas Facility) covered by any Caesars Lease Agreement in such proportion as such tenants may elect. Additionally, the tenants under the Regional Master Lease Agreement and Joliet Lease Agreement are required to expend a minimum of $566.7 million on capital expenditures (including gaming equipment) across certain of its affiliates and other assets, together with the $405.2 million requirement. In connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance, we agreed with Caesars, to provide limited relief with respect to a portion of their capital expenditure obligations under the Las Vegas Master Lease Agreement, the Regional Master Lease Agreement and the Joliet Lease Agreement (which relief was subsequently adjusted on October 27, 2020 to provide for a proportionate adjustment to account for the addition of the MTA Properties to the Regional Master Lease Agreement). This relief is conditioned upon (i) expenditures by Caesars of certain minimum capital expenditures, (ii) timely payment of Caesars’ rent obligations under the Caesars Lease Agreements and (iii) no event of default occurring under any of the Caesars Lease Agreements during the applicable compliance period. If Caesars fails to satisfy any of the foregoing conditions, Caesars will be required to satisfy the capital expenditure obligations currently set forth in the Las Vegas Master Lease Agreement, the Regional Master Lease Agreement and the Joliet Lease Agreement. The following table summarizes the capital expenditure requirements of the respective tenants under the Penn National Lease Agreements, Hard Rock Cincinnati Lease Agreement, Century Portfolio Lease Agreement and JACK Cleveland/Thistledown Lease Agreement: Provision Penn National Lease Agreements Hard Rock Cincinnati Lease Agreement Century Portfolio Lease Agreement JACK Cleveland/Thistledown Lease Agreement Yearly minimum expenditure 1% of net revenues based on rolling four 1% of net revenues 1% of net gaming revenues (1) Initial minimum of $30 million (2) three ____________________ (1) Minimum of 1% of net gaming revenue on a rolling three-year basis for each individual facility and 1% of net gaming revenues per fiscal year for the facilities collectively. In May 2020, in connection with the ongoing COVID-19 pandemic and its impact on operations and financial performance, we agreed to waive Century’s capital expenditure requirements for 2020 and defer to not later than December 31, 2021 certain other expenditures contemplated in connection with the underwriting of the acquired casino properties, conditioned upon (i) Century’s timely payment of rent obligations under the Century Portfolio Lease Agreement during the compliance period set forth in the amendment and (ii) no tenant event of default occurring under the Century Portfolio Lease Agreement during the compliance period set forth in the amendment. If Century fails to satisfy any of the foregoing conditions, Century will be required to satisfy the capital expenditure obligations set forth in the Century Portfolio Lease Agreement or, in certain cases, to deposit amounts in respect thereof into a capital expenditure reserve for expenditure in accordance with the amendment. (2) Initial minimum required to be spent from the period commencing April 1, 2019 through December 31, 2022, which includes $18.0 million to be advanced by us and expended by JACK Entertainment for the construction of the new gaming patio amenity at JACK Thistledown Racino. Loan Portfolio The following is a summary of our investments in loans as of December 31, 2020: ($ In thousands) Investment Name Loan Type Principal Balance Carrying Value (1) Future Funding Commitments (2) Interest Rate (3) Final Maturity (4) Forum Convention Center Mortgage Loan Senior Secured $ 400,000 $ 400,045 $ — 7.7 % 9/18/2025 Chelsea Piers Mortgage Loan Senior Secured 65,000 64,880 15,000 7.0 % 8/31/2027 Amended and Restated ROV Loan ROV Term Loan Senior Secured 70,000 71,796 — 9.0 % 1/24/2027 ROV Credit Facility Senior Secured — — 25,000 L + 2.75% 1/24/2027 Total $ 535,000 $ 536,721 $ 40,000 7.8 % ____________________ (1) Carrying value is net of unamortized loan origination costs and allowance for credit losses. (2) Our future funding commitments are subject to our borrowers' compliance with the financial covenants and other applicable provisions of each respective loan agreement. (3) Represents current interest rate per annum. The interest rate of the Forum Convention Center Mortgage Loan is subject to 2.0% annual escalation (resulting in a year two interest rate of 7.854%). (4) Final maturity assumes all extension options are exercised; however, our loans may be repaid, subject to certain conditions, prior to such date. |