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Penn National Gaming’s Board Of Directors Approves Spin-Off Of Gaming And Leisure Properties, Inc.

Stocks in this article: PENN

Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming” or the “Company”) announced today that its Board of Directors has approved, subject to certain terms and conditions, the tax-free spin-off (the “spin-off”) to its shareholders of substantially all of the Company’s real property assets through the distribution of the shares of common stock of its subsidiary, Gaming and Leisure Properties, Inc. (“GLPI”). Each Penn National Gaming shareholder will receive one share of common stock of GLPI for every share of Penn National Gaming common stock held by such shareholder at the close of business on October 16, 2013, the record date for the spin-off. The distribution is expected to be made on November 1, 2013. Following the spin-off, the Company will continue to be listed on the NASDAQ Stock Market under the symbol “PENN,” and GLPI expects to list its common stock on the NASDAQ Stock Market under the symbol “GLPI.”

Holders of the Company’s common stock as of the record date will not be required to take any action to participate in the spin-off. GLPI has filed a registration statement (File No. 333-188608) with the U.S. Securities and Exchange Commission (the “SEC”) for the proposed transaction (as amended, the “Registration Statement”). Investors are encouraged to read the Registration Statement because it contains more complete information about GLPI and its separation from the Company, including information regarding exchanges with certain shareholders of the Company, senior management and relationship with Penn National Gaming, financial information and disclosures regarding GLPI’s capital structure, as well as a detailed description of the conditions that must be satisfied in order to proceed with the proposed transaction.

The completion of the proposed transaction is contingent upon receipt of approvals from gaming regulators in certain states where the Company has operations, as well as other conditions. On September 19, 2013, the Company announced that it believes the approval by the Indiana Gaming Commission (“IGC”) for Penn National Gaming to proceed with its related financings is the only remaining gaming agency approval required prior to consummation of the separation and that such approval is expected within the Company’s timeline to complete the transaction. The Company believes that no further regulatory approvals will be required by the other 26 agencies that have jurisdiction over its gaming and racing operations prior to the consummation of the separation and distribution of shares of GLPI common stock. The approvals received from each regulatory agency remain subject to continuing compliance with each agency’s regulations and transaction approvals and conditions. No assurance can be given as to the receipt or timing of the remaining regulatory approval or whether any of the 27 regulatory agencies may require the Company or GLPI to provide additional information or obtain additional approvals.

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