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.
Based on Penn National Gaming’s current real estate portfolio, GLPI is expected to own and lease immediately after the separation the real estate associated with 21 casino facilities, which have a total of approximately 3,220 acres of land and 6.6 million square feet of building space, including two facilities currently under development in Dayton and Youngstown, Ohio. GLPI would lease back to Penn National Gaming 19 of these casino facilities and own and operate, through taxable REIT subsidiaries, two gaming facilities located in Baton Rouge, Louisiana and Perryville, Maryland.Trading of Penn National and GLPI Common Stock Before the Distribution Date Holders of Penn National Gaming common stock on October 16, 2013, the record date for the distribution, will receive a book-entry account statement reflecting their ownership of GLPI common stock or their brokerage account will be credited with the GLPI shares, unless they trade their entitlement to receive these GLPI shares as described below. Beginning on or about October 14, 2013 and continuing through the distribution date, it is expected that there will be two markets in Penn National Gaming common stock: a “regular-way” market under the symbol “PENN,” and an “ex-distribution” market under the symbol “PENNV.” Shares of Penn National Gaming common stock that trade on the “regular way” market will trade with an entitlement to shares of the common stock of GLPI distributed pursuant to the spin-off. Thus, Penn National Gaming common stock purchased in the “regular way” market up to the November 1, 2013 distribution date will trade with an entitlement to shares of the common stock of GLPI distributed pursuant to the spin-off and Penn National Gaming shareholders who sell shares of Penn National Gaming common stock in the “regular-way” market up to and including the distribution date will be selling their right to receive shares of the common stock of GLPI in the spin-off. Shares that trade on the ex-distribution market will trade without an entitlement to shares of the common stock of GLPI distributed pursuant to the spin-off. A purchaser of Penn National Gaming common stock after the close of business on the record date who purchases those shares on the “ex-distribution” market up to and including the distribution date will not receive the shares of the common stock of GLPI distributed with respect to the shares of Penn National Gaming common stock so sold.
Furthermore, on or about October 14, 2013 and continuing through the distribution date, it is expected that there will be a “when-issued” market in the common stock of GLPI under the symbol “GLPIV.” “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of GLPI common stock that will be distributed to Penn National Gaming shareholders on the distribution date. Shareholders of Penn National Gaming common stock at the close of business on the record date will be entitled to receive shares of GLPI’s common stock distributed in the spin-off as will shareholders who purchase Penn National Gaming common stock in the “regular way” market up to November 1, 2013. Penn National Gaming shareholders may trade this entitlement to receive shares of common stock of GLPI, without the owned shares of Penn National Gaming common stock, on the “when-issued” market. On the first trading day following the distribution date, expected to be November 4, 2013, “when-issued” trading with respect to GLPI common stock will end and “regular-way” trading will begin under the symbol “GLPI.”About Penn National Gaming Penn National Gaming owns, operates or has ownership interests in gaming and racing facilities with a focus on slot machine entertainment. The Company presently operates twenty-eight facilities in eighteen jurisdictions, including Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. In aggregate, Penn National’s operated facilities currently feature approximately 33,000 gaming machines, 800 table games, 2,900 hotel rooms and 1.6 million square feet of gaming floor space. Forward-looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may vary materially from expectations. Although Penn National Gaming believes that our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from our expectations. Meaningful factors that could cause actual results to differ from expectations include, but are not limited to, risks related to the following: the proposed separation of GLPI from the Company, including our ability to timely receive all necessary consents and approvals and satisfy all conditions to the consummation of the spin-off, the anticipated timing of the proposed spin-off, the expected tax treatment of the proposed transaction, the ability of each of the post spin Company and GLPI to conduct and expand their respective businesses following the proposed spin-off, and the diversion of management’s attention from traditional business concerns; our ability to raise the capital necessary to finance the spin-off, including the redemption of our existing debt and preferred stock obligations, the anticipated cash portion of GLPI’s special E&P dividend and transaction costs; and other factors as discussed in the Registration Statement, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. The Company does not intend to update publicly any forward-looking statements except as required by law.