Gaming and Leisure Properties Receives the Requisite Consents Pursuant to the Tender Offer and Consent Solicitation for Outst...
May 21 2018 - 4:10PM
Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) (“GLPI”)
announced today that it and its operating partnership, GLP Capital,
L.P. (the “Operating Partnership”), and GLP Financing II, Inc., a
wholly owned subsidiary of the Operating Partnership (together with
the Operating Partnership, the “Issuers” and the Issuers
collectively with GLPI, the “Company”) have received the requisite
tenders and consents from holders of the Issuers’ 4.375% Senior
Notes due 2018 (the “Notes”) to amend the indenture governing such
Notes (the “Indenture”). On May 7, 2018, the Company commenced its
cash tender offer and consent solicitation relating to the Notes
pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated May 7, 2018, and the related Letter of Transmittal
and Consent (together, the “Offer Documents”), which set forth a
more detailed description of the tender offer and consent
solicitation. The consent solicitation expired at 5:00 p.m., New
York City time, on Friday, May 18, 2018. Tenders may no longer be
withdrawn and consents may no longer be revoked. Holders who tender
after 5:00 p.m. New York City time, on Friday, May 18, 2018, will
not be entitled to the consent payment. As of the expiration of the
consent solicitation, holders of approximately $393.5 million of
Notes, representing approximately 71.6% of the outstanding
principal amount of the Notes, had tendered their Notes and
consented to the proposed amendments to the Indenture. The tender
offer expires at 11:59 p.m., New York City time, on June 4, 2018.
The Company and Wells Fargo Bank, National Association, the
trustee under the Indenture, have entered into a supplemental
indenture that amends the Indenture. The supplemental indenture
became effective upon execution by the Issuers and Wells Fargo
Bank, National Association on May 21, 2018. The amendments became
operative when the Notes that had been validly tendered on or prior
to the expiration of the consent solicitation were accepted for
payment and paid for by the Company pursuant to the terms of the
tender offer on May 21, 2018. The amendments, among other things,
eliminate a significant portion of the restrictive covenants and
certain events of default applicable to the Notes. The amendments
to the Indenture are binding upon the holders of Notes not tendered
into the tender offer.
Wells Fargo Securities, LLC is acting as dealer manager and
solicitation agent for the tender offer and the consent
solicitation. The tender agent and information agent for the tender
offer is D.F. King & Co., Inc. Questions regarding the tender
offer and consent solicitation may be directed to Wells Fargo
Securities, LLC at (704) 410-4760 (collect) or (866) 309-6316 (U.S.
toll-free). Holders who would like additional copies of the Offer
Documents may call the information agent, D.F. King & Co., Inc.
at (212) 269-5550 (collect, for banks or brokers) or (866) 342-8290
(toll-free, for all others) or by e-mail at glpi@dfking.com.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. This press release also is not a solicitation of
consents to the proposed amendments to the Indenture. The tender
offer and consent solicitation are being made solely by means of
the tender offer and consent solicitation documents, including the
Offer Documents, that the Company is distributing to holders of
Notes. The tender offer and consent solicitation are not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
About GLPI
GLPI is engaged in the business of acquiring, financing, and
owning real estate property to be leased to gaming operators in
triple-net lease arrangements, pursuant to which the tenant is
responsible for all facility maintenance, insurance required in
connection with the leased properties and the business conducted on
the leased properties, taxes levied on or with respect to the
leased properties and all utilities and other services necessary or
appropriate for the leased properties and the business conducted on
the leased properties. GLPI expects to grow its portfolio by
pursuing opportunities to acquire additional gaming facilities to
lease to gaming operators. GLPI also intends to diversify its
portfolio over time, including by acquiring properties outside the
gaming industry to lease to third parties. GLPI elected to be taxed
as a real estate investment trust (“REIT”) for United States
federal income tax purposes commencing with the 2014 taxable year
and is the first gaming-focused REIT in North America.
Forward-Looking Statements
This press release contains forward-looking statements with
respect to the timing and principal amount of debt securities to be
purchased in the cash tender offer, including certain terms and
conditions of the tender offer. 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. Such forward looking
statements are inherently subject to risks, uncertainties and
assumptions about GLPI and its subsidiaries. A number of factors
could cause actual conditions, events or results to differ
significantly from those described in the forward-looking
statements. These factors include, but are not limited to, the risk
that a change in law could prevent the Issuers from consummating
the tender offer and those other factors that may be set forth in
the Offer Documents and the documents incorporated by reference
therein, including GLPI’s Annual Report on Form 10-K for the year
ended December 31, 2017, as amended from time to time, and GLPI’s
Quarterly Report on Form 10-Q for the three months ended March 31,
2018, in each case, as filed with the Securities and Exchange
Commission. Actual results, performance or achievement could differ
materially from those contained in these forward-looking statements
for a variety of reasons. Other unknown or unpredictable factors
also could have a material adverse effect on our business,
financial condition and results of operations. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements contained herein, 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.
Contact
Investor Relations — Gaming and Leisure Properties, Inc. Hayes
Croushore T: 610-378-8396 Email: Hcroushore@glpropinc.com
Gaming and Leisure Prope... (NASDAQ:GLPI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Gaming and Leisure Prope... (NASDAQ:GLPI)
Historical Stock Chart
From Apr 2023 to Apr 2024