Gaming and Leisure Properties, Inc. (the "Company" or “GLPI")
(NASDAQ: GLPI), today announced that it has priced its previously
announced underwritten public offering to sell 8,000,000 shares of
common stock at a public offering price of $36.25 per share. The
Company has granted the underwriters a 30-day option to purchase up
to an additional 1,200,000 shares of common stock at the public
offering price, less the underwriting discount. The offering is
expected to close on November 3, 2020, subject to customary closing
conditions.
The estimated net proceeds from the offering are
expected to be approximately $278.9 million (or approximately
$320.8 million if the underwriters exercise their option to
purchase additional shares in full). The Company intends to use the
net proceeds from the offering to partially finance the previously
announced acquisitions of certain real property assets from Twin
River Worldwide Holdings, Inc. and Caesars Entertainment, Inc.
(collectively, the “Twin River/Caesars Acquisitions”) and for
working capital and general corporate purposes. The offering is not
conditioned upon the successful completion of the Twin
River/Caesars Acquisitions and there is no assurance that the Twin
River/Caesars Acquisitions will be consummated on the anticipated
schedule or at all. Pending such uses, the Company intends to use
the net proceeds from the offering to repay borrowings under the
senior credit facility or invest in interest-bearing accounts and
short-term, interest-bearing securities.
Wells Fargo Securities, BofA Securities,
Barclays and Mizuho Securities are serving as representatives of
the underwriters and joint book-running managers for the offering.
Goldman Sachs & Co. LLC, J.P. Morgan, Citizens Capital Markets,
Inc., Fifth Third Securities, Inc., Stifel, Nicolaus & Company,
Incorporated, Truist Securities, Inc. and Credit Agricole
Securities (USA) Inc. are also serving as joint book-running
managers for the offering. Scotia Capital (USA) Inc., Capital One
Securities, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann
& Co. Inc., Raymond James & Associates, Inc., SMBC Nikko
Securities America, Inc., Union Gaming Securities LLC and Bancroft
Capital, LLC are serving as co-managers for the offering. The
offering will be made under the Company's effective shelf
registration statement previously filed with the Securities and
Exchange Commission ("SEC"). When available, a copy of the final
prospectus supplement and prospectus relating to the offering may
be obtained from Wells Fargo Securities, LLC, 500 West 33rd Street,
New York, NY 10001, Attention: Equity Syndicate Department (fax no:
(212) 214-5918), BofA Securities NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus
Department, Email: dg.prospectus_requests@bofa.com, Barclays
Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com,
(888) 603-5847 or Mizuho Securities USA LLC, 1271 Avenue of the
Americas, New York, NY 10020, Attn: Equity Capital Markets Desk or
by visiting the EDGAR database on the SEC’s web site at
www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
About Gaming and Leisure
Properties
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 elected to be taxed as a
real estate investment trust (“REIT”) for U.S. federal income tax
purposes commencing with the 2014 taxable year and was the first
gaming-focused REIT in North America.
Forward-Looking Statements
This press release includes “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 complete the offering and apply the net proceeds as
indicated, as well as our ability to complete the Twin
River/Caesars 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. Such forward looking
statements are inherently subject to risks, uncertainties and
assumptions about GLPI and its subsidiaries, including risks
related to the following: GLPI’s ability to successfully consummate
the offering and the Twin River/Caesars Acquisitions and related
transactions, including the ability of the parties to satisfy
various closing conditions, receipt of required regulatory
approvals, or other delays or impediments to completing the
proposed transactions; GLPI’s ability to receive, or delays in
obtaining, the regulatory approvals required to own and/or operate
its properties, or other delays or impediments to completing
acquisitions or projects; GLPI’s ability to maintain its status as
a REIT; GLPI’s ability to access capital through debt and equity
markets in amounts and at rates and costs acceptable to it; the
impact of GLPI’s substantial indebtedness on its future operations;
changes in the U.S. tax law and other state, federal or local laws,
whether or not specific to REITs or to the gaming or lodging
industries; and other factors described in GLPI’s Annual Report on
Form 10-K for the year ended December 31, 2019, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, each as filed with
the SEC. All subsequent written and oral forward-looking statements
attributable to GLPI or persons acting on GLPI’s behalf 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 contained
or incorporated by reference 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 as presented or at all.
ContactInvestor Relations — Gaming and
Leisure Properties, Inc.
Matthew DemchykT: (610) 401-2900
Joseph Jaffoni, Richard Land, James Leahy T: (212) 835-8500
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