Gaming and Leisure Properties, Inc. Announces Pricing of

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WYOMISSING, Pa., June 28, 2022 (GLOBE NEWSWIRE) — Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) (NASDAQ: GLPI) today announced that its previously announced underwritten public offering for the sale of 6,900,000 shares of common stock has been set for aggregate gross proceeds (before underwriter rebates and commissions and offering costs) of approximately $308.8 million. The underwriters will sell the shares to purchasers directly or through agents, through brokers in brokerage transactions on the Nasdaq, to ​​brokers in negotiated transactions or in a combination of these methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such market prices in force or at negotiated prices. The Company has granted the underwriters a 30-day option to purchase up to 1,035,000 additional common shares. The offering is expected to close on July 1, 2022, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering to partially finance the previously announced acquisition of the real estate assets of Bally’s Twin River Lincoln Casino Resort (“Lincoln”) and Bally’s Tiverton Casino & Hotel (“Tiverton ) from affiliates of Bally’s Corporation (the “Bally Acquisitions”). If all third party consents and approvals for the Lincoln acquisition are not received in a timely manner, GLPI will instead acquire the Hard Rock Hotel & Casino Biloxi real estate assets in Mississippi with Tiverton. In this event, GLPI will also have the option, subject to obtaining the required consents, to acquire the real estate assets of Lincoln before December 31, 2024. Pending the closing of the Bally acquisitions, the Company intends to use the net proceeds of the offering to repay borrowings under its operating company’s senior credit facility or to invest in interest-bearing accounts and short-term interest-bearing securities. The Offer is not conditional upon the success of the Bally’s Acquisitions and there can be no assurance that the Bally’s Acquisitions will be completed on the schedule or at all. If the Bally’s acquisitions are not completed, the Company intends to use the net proceeds of the offering for working capital and general corporate purposes, which may include the acquisition, development and property improvements, debt repayment, capital expenditures and other general business purposes.

Wells Fargo Securities, JP Morgan, RBC Capital Markets and Goldman Sachs & Co. LLC are acting as underwriters for the offering. The offering will be made pursuant to the Company’s effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”). When available, a copy of the final prospectus supplement and the offering prospectus may be obtained from Wells Fargo Securities, Attn. : Equity Syndicate Department, 500 West 33rd Street, New York, NY, 10001, at (800) 326-5897 or email a request to [email protected]; JP Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Phone: 1-866-803-9204 or Email: [email protected]; RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, by phone at 877-822-4089 or by email at [email protected]; and Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, phone: 1-866-471-2526, fax: 212-902-9316 or by emailing [email protected] ny.email.gs.com, or by visiting the EDGAR database on the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the title laws of such jurisdiction.

About Play and Leisure Properties

GLPI is engaged in acquiring, financing and owning real estate for lease to gaming operators under triple net lease agreements, under which the tenant is responsible for all maintenance of the facilities, insurance required in connection with the Leased Properties and the activities carried on at the Leased Properties, taxes levied on or in connection with the Leased Properties and all utilities and other services necessary or appropriate for the Leased Properties and the activities carried out on rental properties.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations regarding our ability to make the offer. and apply net proceeds as indicated, and to complete Bally’s acquisitions and related transactions, and the accretive impact of such transactions. Forward-looking statements can be identified by the use of forward-looking terminology, such as “expects”, “believes”, “estimates”, “intends”, “may”, “will”, “should”. or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. These forward-looking statements are inherently subject to risks, uncertainties and assumptions regarding GLPI and its subsidiaries, including risks related to the following: (i) GLPI’s ability to successfully complete the Bally Offer and Acquisitions and related transactions, including the parties’ ability to satisfy various closing conditions, receipt of required regulatory approvals (on terms agreed to by the parties), receipt of required consents or other delays or impediments to the completion of the proposed transactions ; (ii) the effect of pandemics, such as the COVID-19 pandemic, and other health crises on GLPI due to the impact that such pandemics or health crises may have on the business activities of GLPI tenants and their continued ability to pay rent in a timely manner or at all; (iii) the potential negative impact of recent high levels of inflation (which have been exacerbated by the armed conflict between Russia and Ukraine) on our tenants’ operations; (iv) GLPI’s ability to participate in the growth and expansion initiatives of its tenants; (v) the availability and ability to identify suitable and attractive acquisition and development opportunities, and the ability to acquire and lease such properties on favorable terms; (vi) the ability to receive or delays in obtaining regulatory approvals required to own and/or operate its properties, or other delays or impediments to the completion of acquisitions or projects; (vii) GLPI’s ability to maintain its status as a real estate investment trust (“REIT”); (viii) the ability to access capital through the debt and equity markets in amounts, rates and costs acceptable to GLPI; (ix) the impact of GLPI’s substantial indebtedness on its future operations; (x) changes in US tax laws and other state, federal, or local laws, whether or not specific to REITs or the gaming or lodging industries; and (xi) other factors described in GLPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as as filed with the SEC. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on behalf of GLPI are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or may not occur at all.

Contact
Gaming and Recreation Properties, Inc. Investor Relations
Matthew Demchyk, Chief Investment Officer Joseph Jaffoni, Richard Land, James Leahy
610/401-2900 JCIR
[email protected] 212/835-8500
[email protected]

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