Gaming and Leisure Properties, Inc. Announces Pricing of Public Offering of Common Stock
June 28 2022 - 9:33PM
Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”)
(NASDAQ: GLPI) today announced that its previously announced
underwritten public offering to sell 6,900,000 shares of common
stock has been priced for total gross proceeds (before
underwriter’s discounts and commissions and offering expenses) of
approximately $308.8 million. The underwriters will sell the shares
to purchasers directly or through agents, through brokers in
brokerage transactions on Nasdaq, to dealers in negotiated
transactions or in a combination of such 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
prevailing market prices or at negotiated prices. The Company has
granted the underwriters a 30-day option to purchase up to an
additional 1,035,000 shares of common stock. The offering is
expected to close on July 1, 2022, subject to customary closing
conditions.
The Company intends to use the net proceeds from
the offering to partially finance the previously-announced
acquisition of the real property 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’s Acquisitions”). If all third-party consents and approvals
for the acquisition of Lincoln are not timely received, then GLPI
will instead acquire the real property assets of the Hard Rock
Hotel & Casino Biloxi in Mississippi along with Tiverton. In
that event, GLPI will also have the option, subject to receipt of
required consents, to acquire the real property assets of Lincoln
prior to December 31, 2024. Pending the closing of the Bally’s
Acquisitions, the Company intends to use the net proceeds from the
offering to repay borrowings under the senior credit facility of
its operating partnership or invest in interest-bearing accounts
and short-term, interest-bearing securities. The offering is not
conditioned upon the successful completion of the Bally’s
Acquisitions and there is no assurance that the Bally’s
Acquisitions will be consummated on the anticipated schedule or at
all. In the event the Bally’s Acquisitions are not consummated, the
Company intends to use the net proceeds from the offering for
working capital and general corporate purposes, which may include
the acquisition, development and improvement of properties, the
repayment of indebtedness, capital expenditures and other general
business purposes.
Wells Fargo Securities, J.P. Morgan, RBC Capital
Markets and Goldman Sachs & Co. LLC are serving as underwriters
for the offering. The offering will be made under 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 prospectus relating to
the offering 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
cmclientsupport@wellsfargo.com; J.P. Morgan Securities LLC,
Attention: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone: 1-866-803-9204 or email:
prospectus-eq_fi@jpmchase.com; RBC Capital Markets, LLC, Attention:
Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY
10281, by telephone at 877-822-4089 or by email at
equityprospectus@rbccm.com; and Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com, or by visiting the EDGAR database on
the SEC’s website 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.
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, and to complete the Bally’s Acquisitions and related
transactions, as well as 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: (i) GLPI’s
ability to successfully consummate the offering and the Bally’s
Acquisitions and related transactions, including the ability of the
parties to satisfy various closing conditions, receipt of required
regulatory approvals (on the terms agreed upon between the
parties), receipt of required consents or other delays or
impediments to completing the proposed transactions; (ii) the
effect of pandemics, such as the COVID-19 pandemic, and other
health crises on GLPI as a result of the impact such pandemics or
health crises may have on the business operations of GLPI’s 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 its tenants’ growth and expansion
initiatives; (v) the availability of and the ability to identify
suitable and attractive acquisition and development opportunities,
and the ability to acquire and lease those properties on favorable
terms; (vi) the 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; (vii) GLPI’s ability to maintain its status as a real
estate investment trust (“REIT”); (viii) the ability to access
capital through debt and equity markets in amounts and at rates and
costs acceptable to GLPI; (ix) the impact of GLPI’s substantial
indebtedness on its future operations; (x) 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 (xi) other
factors described in GLPI’s Annual Report on Form 10-K for the year
ended December 31, 2021, 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, 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.
Contact |
|
Gaming and Leisure Properties, Inc. |
Investor Relations |
Matthew Demchyk, Chief Investment Officer |
Joseph Jaffoni, Richard Land, James Leahy |
610/401-2900 |
JCIR |
investorinquiries@glpropinc.com |
212/835-8500 |
|
glpi@jcir.com |
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