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Gaming And Leisure Properties, Inc. Announces Completion Of Tax-Free Spin-off From Penn National Gaming, Inc. And The Closing Of Financing Transactions

Stocks in this article: PENN

Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) (“GLPI” or “the Company”) announced today the completion of its previously announced, tax-free spin-off from Penn National Gaming, Inc. (“Penn”), effective at 12:01 a.m. New York City time today. As a result of the transaction, GLPI is now a separate company that owns the real estate associated with 21 casino facilities, including two facilities currently under development in Dayton and Youngstown, Ohio and leases, or expects to lease with respect to Dayton and Youngstown, 19 of these facilities to Penn. The remaining two gaming facilities, located in Baton Rouge, Louisiana and Perryville, Maryland, are owned and operated by subsidiaries of GLPI. Collectively, and including the two facilities currently under development in Dayton and Youngstown, Ohio, GLPI owns approximately 3,220 acres of land and 6.6 million square feet of building space.

Since October 14, 2013, GLPI shares have traded on a “when-issued” basis under the symbol “GLPIV,” allowing shareholders to trade the right to receive shares of GLPI that will be distributed to Penn shareholders on the distribution date. From and after November 4, 2013, the first trading day following the distribution date, the “when-issued” trading of shares of GLPI common stock will end and the “regular-way” trading of shares of GLPI common stock will begin under the symbol “GLPI.”

In connection with the spin-off, GLPI completed the previously announced issuance, in separate private placements, of $2,050 million aggregate principal amount of three series of new senior notes at par: $550 million of 4.375% Senior Notes due 2018 (the “2018 notes”); $1,000 million of 4.875% Senior Notes due 2020 (the “2020 notes”); and $500 million of 5.375% Senior Notes due 2023 (the “2023 notes,” and collectively with the 2018 notes and the 2020 notes, the “notes”). The notes are senior unsecured obligations of the issuers, which are wholly owned subsidiaries of GLPI, and are guaranteed by GLPI. The Company used proceeds of the offering of the 2018 notes and the 2023 notes, together with borrowings under the new credit facilities described below, to make a distribution to Penn in actual or constructive exchange for the contribution of real property assets by Penn and its subsidiaries to GLPI related to the spin-off and to pay related fees and expenses. GLPI used proceeds of the offering of the 2020 notes to partially repay amounts funded under the revolving portion of the new credit facilities described below and intends to use remaining proceeds of the offering of the 2020 notes to fund its future earnings and profits distribution and for working capital purposes.

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