Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming” or the “Company”) announced today that it has secured approvals from four additional regulatory agencies of the steps necessary to implement the previously announced planned separation of its operating assets and real property assets.
The Pennsylvania Gaming Control Board and Missouri Gaming Commission today approved the steps necessary to implement the planned separation. Additionally, the Ohio Casino Control Commission (the “OCCC”) today approved the transactional aspects of the planned separation, and the Company expects the OCCC to consider the suitability of Gaming and Leisure Properties, Inc. (“GLPI”) at its next scheduled meeting in September. On August 16, the Kansas Racing and Gaming Commission approved the steps necessary to implement the planned separation.
On November 15, 2012, the Company announced its intent to pursue a plan to separate its operating assets and real property assets into two publicly traded companies – an operating entity, Penn National Gaming, and a newly formed entity that intends to become a publicly traded real estate investment trust (a “REIT”), GLPI – and that it had received a private letter ruling from the Internal Revenue Service (“IRS”) related to the tax treatment of the separation and the qualification of GLPI as a REIT. The private letter ruling is subject to certain qualifications including the accuracy of the representations and statements made by the Company to the IRS. The completion of the proposed transaction is contingent on receipt of approvals from gaming regulators in certain states where the Company has operations as well as other conditions.
GLPI has filed a preliminary registration statement (File No. 333-188608) with the U.S. Securities and Exchange Commission for the proposed transaction. Investors are encouraged to read the registration statement, as amended, because it contains more complete information about GLPI and its separation from the Company including financial information and disclosures regarding GLPI’s capital structure, senior management and relationship with Penn National Gaming as well as a detailed description of the conditions that must be satisfied in order to proceed with the proposed transaction, including, without limitation, the continuing validity of the factual representations underlying the private letter ruling, the completion of the financings needed to fund each of the public companies and the successful completion of the gaming and racing regulatory approval process. Subject to satisfaction of the applicable conditions, the Company is planning to consummate the separation in the fourth quarter of 2013.