On October 29, 2020, Gaming and Leisure Properties, Inc., a
Pennsylvania corporation (the “Company”), entered into an
underwriting agreement (the “Underwriting Agreement”) with Wells
Fargo Securities, LLC, BofA Securities, Inc., Barclays Capital Inc.
and Mizuho Securities USA LLC, as representatives of the several
underwriters listed on Schedule I thereto (collectively, the
“Underwriters”), pursuant to which the Company agreed to issue and
sell to the Underwriters an aggregate of 8,000,000 shares of common
stock, $0.01 par value per share, of the Company. The Company also
granted the Underwriters a 30-day option to purchase up to
1,200,000 additional shares of common stock.
The offering closed on November 3, 2020, resulting in net
proceeds to the Company of approximately $278.9 million, after
deducting discounts and commissions and estimated offering
The offering and sale of the shares of common stock were made
pursuant to a preliminary prospectus supplement and a final
prospectus supplement related to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-233213), each of which has
been filed with the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations,
warranties and covenants by the Company, and provides for customary
indemnification by the Company for losses or damages arising out of
or in connection with the sale of the shares of common stock.
The foregoing is a summary description of certain terms of the
Underwriting Agreement and is qualified in its entirety by the text
of the Underwriting Agreement, which is attached as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by
This Current Report on Form 8-K does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the Company’s
securities, including, without limitation, the securities proposed
to be offered and sold pursuant to the preliminary prospectus
supplement, final prospectus supplement and registration statement
Financial Statements and Exhibits.