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Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming” or the “Company”) announced that the U.S. Securities and Exchange Commission (the “SEC”) has declared the Gaming and Leisure Properties, Inc. (“GLPI”) Registration Statement (File No. 333-188608) on Form S-11 (“Registration Statement”) effective.
The Company also announced that the Indiana Gaming Commission (“IGC”) has provided its interim approval and waiver related to the Company’s proposed financings for the previously announced planned separation of its operating assets and real property assets. As a result, the Company believes that it has secured all of the gaming and racing regulatory approvals required prior to proceeding with its plans to separate its operating assets from its real property assets into two publicly traded companies. The remaining conditions that must be satisfied in order to proceed with the proposed transaction, include, without limitation the completion of the financings needed to fund each of the public companies and the continuing validity of the factual representations underlying the private letter ruling from the Internal Revenue Service (“IRS”) received by the Company, which are described in further detail in GLPI’s Registration Statement.
Subject to certain terms and conditions, substantially all of the Company’s real property assets will be spun-off (the “spin-off”) to its shareholders through the distribution of the shares of common stock of GLPI, which intends to become a publicly traded real estate investment trust (“REIT”). Pursuant to the terms of the proposed transaction, 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. 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.