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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FORM 10-K
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
For the transition period from to
Commission File Number 001-36124
Gaming and Leisure Properties, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
46-2116489
(I.R.S. Employer
Identification No.)
845 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 610 401-2900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
GLPI
NASDAQ
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
☐
☐
Emerging growth
company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates
of the registrant was approximately $7.1 billion. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NASDAQ Global Select
Market on June 30, 2020.
The number of shares of the registrant's common stock outstanding as of February 16, 2021 was 232,780,891.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2021 annual meeting of shareholders (when it is filed) will be incorporated by reference into Part III of this Annual Report
on Form 10-K.
Table of Contents
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
ITEM 5.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
ITEM 16.
TABLE OF CONTENTS
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDERS MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
EXHIBIT INDEX
SIGNATURES
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IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively, the "Company") to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include
information concerning the Company's business strategy, plans, goals and objectives.
Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming
facilities. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects,"
"estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and
"could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future
results and could cause actual results to differ materially from those expressed in such forward-looking statements:
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The novel coronavirus COVID-19 (including variants thereof, "COVID-19") had, and may continue to have, a significant impact on our tenants'
financial conditions and operations. As a result of the outbreak, our casino operations and those of our tenants were forced to close temporarily, as
federal, state and local officials undertook various steps to mitigate the spread of infections from COVID-19. Although the majority of our tenants'
operations have recommenced operations to strong results and our tenants have improved their liquidity profiles, there can be no assurance
whether these encouraging results will continue in future periods, particularly with the potential for continued increased transmission from new
strains of COVID-19;
the impact that the sharp increase in unemployment levels and uncertainty with respect to the future state of the economy could have on
discretionary consumer spending, including on casino operations;
the current and uncertain future impact of the COVID-19 outbreak, including its effect on the ability or desire of people to gather in large groups
(including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;
unforeseen consequences related to United States government stimulus packages or a failure to mitigate the sharp economic downturn from
COVID-19;
our ability to realize significant value for the real property assets of Tropicana Las Vegas which we acquired from Penn National Gaming, Inc.
(NASDAQ: PENN) ("Penn")) in return for $307.5 million of rent credits;
the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease
the respective properties on favorable terms;
the degree and nature of our competition;
the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or
impediments to completing our planned acquisitions or projects;
our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the
"Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could
jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control
or only limited influence;
the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order
for the Company to maintain its REIT status;
the ability and willingness of our tenants, operators and other third parties to meet and/or perform their obligations under their respective
contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us
harmless from and against various claims, litigation and liabilities;
the ability of our tenants and operators to maintain the financial strength and liquidity necessary to satisfy their respective obligations and
liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;
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the ability of our tenants and operators to comply with laws, rules and regulations in the operation of our properties, to deliver high quality
services, to attract and retain qualified personnel and to attract customers;
the ability to generate sufficient cash flows to service our outstanding indebtedness;
the access to debt and equity capital markets, including for acquisitions or refinancing due to maturities;
adverse changes in our credit rating;
fluctuating interest rates and the potential phasing out of the London Interbank Offered Rate ("LIBOR") after 2021;
the impact of global or regional economic conditions;
the ability to attract qualified personnel and our ability to retain our key management personnel;
• GLPI's obligation to indemnify Penn and its subsidiaries in certain circumstances if the spin-off transaction described in Part 1 of this Annual
Report on Form 10-K fails to be tax-free;
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changes in the United States tax law and other state, federal or local laws, whether or not specific to real estate, REITs or to the gaming, lodging or
hospitality industries;
changes in accounting standards;
the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war or political
instability;
The historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in
the future.
other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate
investments; and
additional factors discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in this report.
Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements.
Most of these factors are difficult to anticipate and are generally beyond the control of the Company.
You should consider the areas of risk described above, as well as those set forth under the heading "Risk Factors," in connection with considering any
forward-looking statements that may be made by the Company generally. The Company does not undertake any obligation to release publicly any revisions
to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.
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In this Annual Report on Form 10-K, the terms "we," "us," "our," the "Company" and "GLPI" refer to Gaming and Leisure Properties, Inc. and
subsidiaries, unless the context indicates otherwise.
PART I
ITEM 1. BUSINESS
Overview
GLPI is a self-administered and self-managed Pennsylvania REIT. The Company was formed from the 2013 tax-free spin-off of the real estate assets
of Penn and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of Penn. On November 1, 2013, Penn contributed to
GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn's real property interests and real
estate development business, as well as the assets and liabilities of Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil
Maryland, Inc. (d/b/a Hollywood Casino Perryville) (which are referred to herein as the "TRS Properties") and then spun-off GLPI to holders of Penn's
common and preferred stock in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical
carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs. GLPI owns and operates the TRS Properties and holds the real estate of Tropicana Las Vegas
through its wholly-owned subsidiary, Tropicana LV, LLC which together with the TRS Properties and GLP Holdings, Inc., is the Company's TRS Segment
(the "TRS Segment").
In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods
prior to the consummation of the Spin-Off between Penn and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax
purposes for the year ended December 31, 2014, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits
relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-
Off, to comply with certain REIT qualification requirements.
GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease
arrangements. Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, utilities and maintenance expenses that
arise from the use of the property. As of December 31, 2020, GLPI’s portfolio consisted of interests in 48 gaming and related facilities, including the TRS
Segment, the real property associated with 33 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related
facilities operated by Caesars Entertainment Corporation (NASDAQ: CZR) ("Caesars")), the real property associated with 4 gaming and related facilities
operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd")) and the real property associated with the Casino Queen in East St. Louis, Illinois. Penn,
Caesars and Boyd are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-mutual properties and established gaming
providers with strong financial performance. These facilities, including our corporate headquarters building, are geographically diversified across 16 states
and contain approximately 24.3 million square feet. As of December 31, 2020, the Company's properties were 100% occupied. We expect to continue
growing our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.
Properties and Leases
Penn Master Lease, Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease
As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets (as of the consummation of the Spin-Off) and leases
back most of those assets to Penn for use by its subsidiaries pursuant to a unitary master lease (the "Penn Master Lease"). The Penn Master Lease is a triple-
net operating lease, the term of which expires October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable
by the tenant) on the same terms and conditions.
In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8
billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase
option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On
October 15, 2018, the Company completed its previously announced transactions with Penn, Pinnacle and Boyd to accommodate Penn's acquisition of the
majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between Penn and Pinnacle, dated December 17, 2017 (the "Penn-
Pinnacle Merger"). Concurrent with the Penn-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating
assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended
Pinnacle Master Lease") and entered into a new
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unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle
Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and
expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions.
The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from Penn for $250.0 million, exclusive of transaction
fees and taxes and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by Penn at the
consummation of the Penn-Pinnacle Merger. The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition
of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May
2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park
Lease") with a Boyd affiliate operating the property.
Meadows Lease
The real estate assets of the Meadows Racetrack and Casino (the "Meadows") are leased to Penn under a single property triple-net lease (the "Meadows
Lease"). The Meadows Lease commenced on September 9, 2016 and has an initial term of 10 years, with no purchase option, and the option to renew for
three successive 5-year terms and one 4-year term (exercisable by the tenant) on the same terms and conditions.
Amended and Restated Caesars Master Lease
On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment
Inc. ("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement (the "Real Estate Purchase Agreement") dated April 15, 2018
between Tropicana and GLP Capital L.P. ("GLP Capital"), the operating partnership of GLPI, which was subsequently amended on October 1, 2018 (as
amended, the "Amended Real Estate Purchase Agreement"). Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired
the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge (the
"GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana
Acquisition"). Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. (now doing business as Caesars) acquired the operating assets of these
properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a
wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an
initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and
conditions (the "Caesars Master Lease").
On June 15, 2020, the Company entered into an agreement to amend and restate the Caesars Master Lease (as amended, the "Amended and Restated
Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii)
remove the variable rent component in its entirety, commencing with the third lease year, (iii) in the third lease year increase annual land base rent to
approximately $23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the
escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth
lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to regulatory approvals and
the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended
and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino
Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino
Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or
Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated
Caesars Master Lease, subject to regulatory approvals and the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital
expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of
unavoidable delay. The Amended and Restated Caesars Master Lease became effective on July 23, 2020 when all of the necessary regulatory approvals
were received and notice periods were satisfied. On December 18, 2020, Caesars transferred to the Company the real estate assets of the Waterloo and
Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of the Tropicana Evansville and a cash payment of $5.7
million. The Waterloo and Bettendorf facilities were added to the Amended and Restated Caesars Master Lease and the annual rent increased by
approximately $520,000.
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Lumière Place Lease
On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino
("Lumière Place"), whereby the Company loaned Caesars $246.0 million (the "CZR loan"). The CZR loan bore interest at a rate equal to (i) 9.09% until
October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Lumière
Place property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to
own the Lumière Place property in satisfaction of the CZR loan. On September 29, 2020, the transaction closed and we entered into a new triple net lease
with Caesars (the "Lumière Place Lease") the initial term of which expires on October 31, 2033 with four separate renewal options of five years each,
exercisable at the tenant's option. The Lumière Place Lease rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are
met.
Tropicana Las Vegas
On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated
with the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas") from Penn in exchange for rent credits of $307.5 million, which were applied
against future rent obligations due under the parties' existing leases during 2020. This asset has been placed in the Company's TRS Segment.
Morgantown Lease
On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's gaming
facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were fully utilized by Penn in the fourth quarter
of 2020. The Company is leasing the land back to an affiliate of Penn for an initial annual rent of $3.0 million, provided, however, that (i) on the opening
date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis in for the remainder of the lease year in which the
gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each
anniversary thereafter, (a) if the Consumer Price Index ("the CPI") increase is at least 0.5% for any lease year, the rent for such lease year shall increase by
1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase
for such lease year (the "Morgantown Lease").
Bally's Master Lease
On October 27, 2020, the Company entered into a series of definitive agreements pursuant to which a subsidiary of Twin River Worldwide Holdings,
Inc. (now doing business as Bally's Corporation (NYSE: BALY) ("Bally's")), will acquire 100% of the equity interests in the Caesars subsidiary that
currently operates Tropicana Evansville and the Company will reacquire the real property assets of Tropicana Evansville from Caesars for a cash purchase
price of approximately $340.0 million. In addition, the Company entered into a real estate purchase agreement with Bally's pursuant to which the Company
will purchase the real estate assets of the Dover Downs Hotel & Casino, located in Dover, Delaware, which is currently owned and operated by Bally's, for
a cash purchase price of approximately $144.0 million. At the closing of the transactions, which is expected in mid-2021, subject to regulatory approvals,
the Tropicana Evansville and Dover Downs Hotel and Casino facilities will be added to a new master lease between the Company and Bally's (the “Bally's
Master Lease”). The Company anticipates that the Bally's Master Lease will have an initial term of 15 years, with no purchase option, followed by four
five-year renewal options (exercisable by the tenant) on the same terms and conditions. Rent under the Bally's Master Lease will be $40.0 million annually
and is subject to an annual escalator of up to 2% determined in relation to the annual increase in the Consumer Price Index.
Casino Queen Lease and Casino Queen Master Lease
Finally, GLPI leases the Casino Queen property in East St. Louis back to its operators on a triple-net basis on terms similar to those in the Penn
Master Lease (the "Casino Queen Lease"). On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood
Casino Baton Rouge to Casino Queen for $28.2 million. The Company will retain ownership of all real estate assets at Hollywood Casino Baton Rouge and
will simultaneously enter into a master lease with Casino Queen, which will include the Casino Queen property in East St. Louis that is currently leased by
us to them and the Hollywood Casino Baton Rouge facility (the "Casino Queen Master Lease"). The initial annual cash rent on the retained real estate will
be approximately $21.4 million and the lease will have an initial term of 15 years with four 5 year renewal options. This rental amount will be increased
annually by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least
0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such
lease year. Additionally, the Company will complete the current land side development project that is in process and the rent under the
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Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25% on GLPI's project costs. The transaction is subject to customary
closing conditions and regulatory approvals and is expected to close in the second half of 2021.
Hollywood Casino Perryville Lease
On December 11, 2020, Penn agreed to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville,
Maryland, for $31.1 million, with the closing of such purchase, subject to regulatory approvals, expected to occur during calendar year 2021 on a date
selected by Penn with reasonable prior notice to the Company unless otherwise agreed by both parties. Upon closing, the Company will lease the real estate
of the Perryville facility to Penn pursuant to a lease providing for initial annual rent on the retained real estate of $7.77 million, $5.83 million of which will
be subject to escalation provisions beginning in the second lease year through the fourth lease year and shall increase by 1.50% and then to 1.25% for the
remaining lease term. The escalation provisions beginning in the fifth lease year are subject to CPI being at least 0.5% for the preceding lease year (the
"Hollywood Casino Perryville Lease").
COVID-19
In the first quarter of 2020, COVID-19 became a global pandemic. Responses to the COVID-19 outbreak in the United States included mandates
from federal, state, and/or local authorities requiring temporary closures of, or imposed limitations, on the operations of non-essential businesses. All of the
Company's tenants' casino operations, in addition to the Company's two TRS Properties, were closed in mid-March. Our properties began reopening at
limited capacity in May and by early July nearly all had resumed operations at limited capacity. However, in the fourth quarter, increased spread of
COVID-19 led some jurisdictions to impose temporary closures once again. As of the date of this filing, only one of our tenants' properties is closed.
Tax Status
In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods
prior to the consummation of the Spin-Off between Penn and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax
purposes for the year ended December 31, 2014, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits
relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-
Off, to comply with certain REIT qualification requirements. We intend to continue to be organized and to operate in a manner that will permit us to qualify
as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of
our annual REIT taxable income to shareholders. As a REIT, we generally will not be subject to federal income tax on income that we distribute as
dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable
alternative minimum tax, on our taxable income at regular corporate income tax rates, and dividends paid to our shareholders would not be deductible by us
in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash
available for distribution to shareholders. Unless we were entitled to relief under certain provisions of the Code, we also would be disqualified from re-
electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.
Our TRS Segment is able to engage in activities resulting in income that is not qualifying income for a REIT. As a result, certain activities of the
Company which occur within our TRS Segment are subject to federal and state income taxes.
Tenants
As of December 31, 2020, 33 of the Company’s real estate investment properties were leased to subsidiaries of Penn under the Penn Master Lease,
the Amended Pinnacle Master Lease, the Meadows Lease and the Morgantown Lease, 7 of the Company's real estate investment properties were leased to
subsidiaries of Caesars under the Amended and Restated Caesars Master Lease and the Lumière Place Lease and 4 of the Company's real estate investment
properties were leased to subsidiaries of Boyd under the Boyd Master Lease and the Belterra Park Lease. We also lease a single real estate investment
property to Casino Queen pursuant to the Casino Queen Lease.
Guarantees
The obligations under the Penn and Amended Pinnacle Master Leases, as well as the Meadows Lease and Morgantown Lease, are guaranteed by
Penn and, with respect to each lease, jointly and severally by Penn's subsidiaries that occupy and operate the facilities covered by such lease. Similarly, the
obligations under the Amended and Restated Caesars Master Lease are jointly and severally guaranteed by Caesars and by most of Caesars's subsidiaries
that occupy and operate the facilities leased under the Amended and Restated Caesars Master Lease. The obligations under the Boyd Master Leases are
6
Table of Contents
jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.
Rent
The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent
coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain
floors (i) every five years to an amount equal to 4% of the average net revenues of all facilities under the Penn Master Lease (other than Hollywood Casino
Columbus and Hollywood Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20%
of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a contractual baseline, although
Hollywood Casino Toledo has a monthly percentage rent floor that equals $22.9 million annually due to Penn's 2019 purchase of a competing facility, the
Greektown Casino Hotel in Detroit, Michigan.
Similar to the Penn Master Lease, the Amended Pinnacle Master Lease and Boyd Master Lease both include fixed components, a portion of which
is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities,
which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property in the Amended Pinnacle Master Lease due to
Penn's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4% of the average annual net revenues of
all facilities under the Amended Pinnacle Master Lease and Boyd Master Lease during the preceding two years in excess of contractual baselines.
The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent is comprised of a fixed component, part of which is
subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities
which is adjusted, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess
of a contractual baseline.
The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility,
which is reset every two years to an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year
period. The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which
remains at 5% until the earlier of ten years or the year in which total rent is $31 million, at which point the escalator will be reduced to 2% annually
thereafter.
The rent structure under the Casino Queen Lease also includes a fixed component, a portion of which is subject to an annual 2% escalator if
certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facility, which is reset every five years to an amount
equal to the greater of (i) the annual amount of non-fixed rent applicable for the lease year immediately preceding such rent reset year and (ii) an amount
equal to 4% of the average annual net revenues of the facility for the trailing five-year period.
The Amended and Restated Caesars Master Lease became effective on July 23, 2020, and among other things, changed the rental terms to become
entirely fixed in nature, with the majority being subject to fixed escalations beginning in the 5th lease year as previously discussed.
As previously discussed, on September 29, 2020, we entered into the Lumière Place Lease with Caesars the initial term of which expires on
October 31, 2033 with four separate renewal options of five years each, exercisable at the tenant's option. The Lumière Place Lease rent is subject to an
annual escalator of up to 2% if certain rent coverage ratio thresholds are met.
On October 1, 2020, the Company acquired the underlying land at Penn's development facility in Morgantown, Pennsylvania in exchange for
$30.0 million in rent credits and entered into the Morgantown Lease whereby the Company is leasing the underlying land back to an affiliate of Penn for an
initial annual rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5%
annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii)
commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the
rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such
lease year, then the rent shall not increase for such lease year.
Furthermore, the Company's master leases provide for a floor on the percentage rent described above, should the Company's tenants acquire or
commence operating a competing facility within a restricted area (typically 60 miles from a
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property under the existing master lease with such tenant). These clauses provide landlord protections by basing the percentage rent floor for any affected
facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated
by the tenant.
In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs: (1) all facility maintenance,
(2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's
interests, (3) taxes and other impositions levied on or with respect to the leased properties, (other than taxes on the income of the lessor), and (4) all utilities
and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Termination of Leases
Our tenants do not have the ability to terminate their obligations under our long-term tenant leases prior to the expiration of the initial term without
the Company's consent. If our long-term tenant leases are terminated prior to their initial expiration other than with our consent, our tenants may be liable
for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance costs for the leased property. All of our
tenant leases contain a limited number of renewal options which may be exercised at our tenants' option.
8
Table of Contents
Property Features
The following table summarizes certain features of our properties as of December 31, 2020:
Location
Tenant/Lease Agreement
Tenant Occupied Properties
Hollywood Casino Lawrenceburg
Hollywood Casino Aurora
Hollywood Casino Joliet
Argosy Casino Alton
Hollywood Casino Toledo
Hollywood Casino Columbus
Hollywood Casino at Charles Town Races
Hollywood Casino at Penn National Race
(3)
Course
M Resort
Hollywood Casino Bangor
Zia Park Casino
Hollywood Casino Gulf Coast
Argosy Casino Riverside
Hollywood Casino Tunica
Boomtown Biloxi
Hollywood Casino St. Louis
Hollywood Gaming at Dayton Raceway
Hollywood Gaming at Mahoning Valley Race
Lawrenceburg, IN
Aurora, IL
Joliet, IL
Alton, IL
Toledo, OH
Columbus, OH
Charles Town, WV
Grantville, PA
Henderson, NV
Bangor, ME
Hobbs, NM
Bay St. Louis, MS
Riverside, MO
Tunica, MS
Biloxi, MS
Maryland Heights, MO
Dayton, OH
(3)
(4)
Course
Youngstown, OH
Tunica, MS
1st Jackpot Casino
Black Hawk, CO
Ameristar Black Hawk
East Chicago, IN
Ameristar East Chicago
Council Bluffs, IA
Ameristar Council Bluffs
Baton Rouge, LA
L'Auberge Baton Rouge
Bossier City, LA
Boomtown Bossier City
Lake Charles, LA
L'Auberge Lake Charles
New Orleans, LA
Boomtown New Orleans
Vicksburg, MS
Ameristar Vicksburg
St. Louis, MO
River City Casino and Hotel
Jackpot, NV
Jackpot Properties
Plainville, MA
Plainridge Park Casino
Washington, PA
The Meadows Racetrack and Casino
Morgantown, PA
Hollywood Casino Morgantown
East St. Louis, IL
Casino Queen
Florence, IN
Belterra Casino Resort
Kansas City, MO
Ameristar Kansas City
Ameristar St. Charles
St. Charles, MO
Belterra Park Gaming & Entertainment Center Cincinnati, OH
Tropicana Atlantic City
Tropicana Laughlin
Isle Casino Hotel Bettendorf
Isle Casino Hotel Waterloo
Trop Casino Greenville
Belle of Baton Rouge
Lumiere Place
Atlantic City, NJ
Laughlin, NV
Bettendorf, IA
Waterloo, IA
Greenville, MS
Baton Rouge, LA
St. Louis, MO
(3)
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Penn Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Amended Pinnacle Master Lease
Penn/Meadows Lease
Penn/Morgantown Lease
Casino Queen
Boyd/Boyd Master Lease
Boyd/Boyd Master Lease
Boyd/Boyd Master Lease
Boyd/Belterra Park Lease
Caesars/Amended Caesars Master Lease
Caesars/Amended Caesars Master Lease
Caesars/Amended Caesars Master Lease
Caesars/Amended Caesars Master Lease
Caesars/Amended Caesars Master Lease
Caesars/Amended Caesars Master Lease
Caesars/Lumiere Place Lease
9
Approx.
Property
Square
Footage
(1)
634,000
222,189
322,446
124,569
285,335
354,075
511,249
451,758
910,173
257,085
109,067
425,920
450,397
315,831
134,800
645,270
191,037
177,448
78,941
775,744
509,867
312,047
436,461
281,747
1,014,497
278,227
298,006
431,226
419,800
196,473
417,921
—
330,502
782,393
763,939
1,272,938
372,650
4,232,018
936,453
738,905
287,436
94,017
386,398
807,407
22,978,662
Owned
Acreage
Leased
Acreage
(2)
Hotel
Rooms
73.1
0.4
275.6
0.2
42.3
116.2
298.6
573.7
83.5
6.4
317.4
578.7
37.9
—
1.5
220.8
119.7
193.4
52.9
104.1
—
36.2
99.1
21.8
—
53.6
74.1
—
79.5
87.9
155.5
36.0
67.2
167.1
224.5
241.2
160.0
18.3
93.6
24.6
52.6
—
13.1
18.5
4,820.8
32.1
1.7
—
3.6
—
—
—
—
—
37.9
—
—
—
67.7
1.0
—
—
—
93.8
—
21.6
22.6
—
—
234.5
—
—
83.4
—
—
—
—
—
148.5
31.4
—
—
—
—
—
—
7.4
0.8
—
788.0
295
—
100
—
—
—
153
—
390
152
—
291
258
494
—
502
—
—
—
536
288
160
205
187
995
150
148
200
416
—
—
—
157
662
184
397
—
2,364
1,487
509
194
40
288
494
12,696
Table of Contents
Other Properties
Other owned buildings and land
(5)
various
TRS Segment
Hollywood Casino Baton Rouge
Hollywood Casino Perryville
Tropicana Las Vegas
(6)
Baton Rouge, LA
Perryville, MD
Las Vegas, NV
Total
(1)
(2)
N/A
GLPI
GLPI
Penn
23,400
3.9
—
—
95,318
97,961
1,148,212
1,341,491
24,343,553
25.1
36.3
35.1
96.5
4,921.2
—
—
—
—
788.0
—
—
1,467
1,467
14,163
Square footage includes air-conditioned space and excludes parking garages and barns.
Leased acreage reflects land subject to leases with third-parties and includes land on which certain of the current facilities and ancillary supporting
structures are located as well as parking lots and access rights.
(3)
These properties include hotels not owned by the Company. Square footage and rooms associated with properties not owned by GLPI are excluded from
the table above.
(4)
Encompasses two gaming properties in Jackpot, Nevada: Cactus Pete's and The Horseshu.
(5)
This includes our corporate headquarters building and undeveloped land the Company owns at locations other than its tenant occupied properties.
(6)
The Company acquired the real property associated with Tropicana Las Vegas from Penn in exchange for $307.5 million of rent credits in April 2020.
The property is operated by an affiliate of Penn pursuant to a triple net lease for nominal rent for the earlier of two years (subject to three one-year
extensions at the Company's option) or until the Tropicana Las Vegas is sold. See Note 7 in the Notes to the Consolidated Financial Statements for
further details.
Competition
We compete for additional real property investments with other REITs, including two other publicly traded gaming focused REITs, MGM Growth
Properties LLC and VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and
other investors. Some of our competitors are significantly larger and have greater financial resources and lower costs of capital than we have, making it
more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.
In addition, revenues from our gaming properties are dependent on the ability of our gaming tenants and operators to compete with other gaming
operators. The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including riverboat
casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging
varieties of internet gaming, sports betting and other forms of gaming in the U.S. In a broader sense, our gaming tenants and operators face competition
from all manner of leisure and entertainment activities, including: shopping, athletic events, television and movies, concerts and travel. Legalized gaming is
currently permitted in various forms throughout the U.S., in several Canadian provinces and on various lands taken into trust for the benefit of certain
Native Americans in the U.S. and Canada. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or
relocation of existing gaming operations. New, relocated or expanded operations by other persons may increase competition for our gaming tenants and
could have a material adverse impact on our gaming tenants and operators and us as landlord. Finally, the imposition of smoking bans and/or higher gaming
tax rates have a significant impact on our gaming tenants' ability to compete with facilities in nearby jurisdictions.
Segments
Consistent with how our Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting) reviews and assesses our
financial performance, we have two reportable segments, GLP Capital, L.P. (a wholly-owned subsidiary of GLPI through which GLPI owns substantially
all of its real estate assets) ("GLP Capital") and the TRS Segment. The GLP Capital reportable segment consists of the leased real property and represents
the majority of our business. The TRS Segment consists of Hollywood Casino Perryville, Hollywood Casino Baton Rouge and Tropicana Las Vegas. See
"Item 7—
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Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8—Financial Statements and Supplementary Data—
Note 19—Segment Information" for further information with respect to the Company's segments.
Information about our Executive Officers
Name
Peter M. Carlino
Brandon J. Moore
Desiree A. Burke
Matthew Demchyk
Steven L. Ladany
Age
Position
74 Chairman of the Board and Chief Executive Officer
46 Executive Vice President, General Counsel and Secretary
55 Senior Vice President, Chief Accounting Officer and Treasurer
39 Senior Vice President, Chief Investment Officer
40 Senior Vice President, Chief Development Officer
Peter M. Carlino. Mr. Carlino has been the Company's Chairman and Chief Executive Officer since the Company's inception in November 2013.
Mr. Carlino was the founder of Penn and served as its Chief Executive Officer from 1994 through October 2013. Mr. Carlino also served as the Chairman
of the Board of Directors of Penn from April 1994 through May 28, 2019. Mr. Carlino continues to serve as Chairman Emeritus on Penn's Board of
Directors and has served in such position since June 2019. Mr. Carlino has served as the Chairman of the Board of Directors and as Chief Executive Officer
for Penn, and now the Company, collectively for over 25 years.
Brandon J. Moore. Mr. Moore is our Executive Vice President, General Counsel and Secretary. Mr. Moore joined the Company in January 2014.
Previously, he served as Penn's Vice President, Senior Corporate Counsel from March 2010 where he was a member of the legal team responsible for a
variety of transactional, regulatory and general legal matters. Prior to joining Penn, Mr. Moore was with Ballard Spahr LLP, where he provided advanced
legal counsel to clients on matters including merger and acquisition transactions, debt and equity financings, and various other matters.
Desiree A. Burke. Ms. Burke is our Senior Vice President, Chief Accounting Officer and Treasurer. She joined the Company in April 2014 as our
Senior Vice President and Chief Accounting Officer. Previously, Ms. Burke served as Penn's Vice President and Chief Accounting Officer from November
2009. Additionally, she served as Penn's Vice President and Corporate Controller from November 2005 to October 2009. Prior to her time at Penn National
Gaming, Inc., Ms. Burke was the Executive Vice President/Director of Financial Reporting and Control for MBNA America Bank, N.A. She joined MBNA
in 1994 and held positions of ascending responsibility in the finance department during her tenure. Ms. Burke is a CPA.
Matthew Demchyk. Mr. Demchyk became our Senior Vice President, Chief Investment Officer in January 2021 in which he leads the Company's
investment strategy and is responsible for capital allocation. Mr. Demchyk joined the Company in February 2019 as our Senior Vice President of
Investments. Previously, he served as Portfolio Manager of Real Estate Securities at Millennium Partners for nine years. Prior to joining Millennium
Partners, he managed a portfolio of REIT equity securities at Carlson Capital and served as Assistant Portfolio Manager at CenterSquare Investment
Management, a leading REIT dedicated asset manager. Mr. Demchyk is a CFA Charterholder.
Steven L. Ladany. Mr. Ladany became our Senior Vice President, Chief Development Officer in January 2021 and leads the Company's ongoing
merger, acquisition and development efforts. Mr. Ladany joined the Company in September 2014 as Vice President, Finance and served in that role until
March 2019, when he was promoted to Senior Vice President, Finance. Prior to joining the Company, Mr. Ladany served as a Vice President at Revel
Casino Hotel, a regional gaming property currently known as Ocean Casino Resort, and as a Vice President at J.P. Morgan in the Syndicated and Leveraged
Finance group within the firm's investment banking division.
11
Table of Contents
Tax Considerations
We elected to be treated as a REIT on our 2014 U.S. federal income tax return and we, together with an indirect wholly-owned subsidiary of the
Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. as a
"taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT. In addition, during 2020, the Company and
Tropicana LV, LLC, a wholly owned subsidiary of the Company, elected to treat Tropicana LV, LLC as a TRS. We intend to continue to be organized and to
operate in a manner that will permit us to qualify as a REIT. Qualification and taxation as a REIT depends on our ability to meet on a continuing basis,
through actual operating results, distribution levels, and diversity of stock ownership, various qualification requirements imposed upon REITs by the Code.
Our ability to qualify to be taxed as a REIT also requires that we satisfy certain tests, some of which depend upon the fair market values of assets that we
own directly or indirectly. The material qualification requirements are summarized below. Such values may not be susceptible to a precise determination.
Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and
taxation as a REIT. Additionally, while we intend to operate so that we continue to qualify to be taxed as a REIT, no assurance can be given that the Internal
Revenue Service (the "IRS") will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future.
Taxation of REITs in General
As a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to U.S. federal corporate income
tax on our net REIT taxable income that is currently distributed to our shareholders. This treatment substantially eliminates the "double taxation" at the
corporate and shareholder levels that generally results from an investment in a C corporation. A "C corporation" is a corporation that generally is required
to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the shareholder level
when the income is distributed. In general, the income that we generate is taxed only at the shareholder level upon a distribution of dividends to our
shareholders. We will nonetheless be subject to U.S. federal tax in the following circumstances:
•
•
•
•
•
•
•
We will be taxed at regular corporate rates on any undistributed net taxable income, including undistributed net capital gains.
For tax years that began prior to January 1, 2018, we may be subject to the "alternative minimum tax" on our items of tax preference, including
any deductions of net operating losses.
If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for
sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.
If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as "foreclosure
property," we may thereby avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited
transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate
(currently 21%).
If we fail to satisfy the 75% gross income test and/or the 95% gross income test, as discussed below, but nonetheless maintain our qualification
as a REIT because we satisfy other requirements, we will be subject to a 100% tax on an amount based on the magnitude of the failure, as
adjusted to reflect the profit margin associated with our gross income.
If we violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, and yet
maintain our qualification as a REIT because there is reasonable cause for the failure and other applicable requirements are met, we may be
subject to a penalty tax. In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test
failures, will be determined as the amount of net income generated by the nonqualifying assets in question multiplied by the highest corporate
tax rate (currently 21%) if that amount exceeds $50,000 per failure.
If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net
income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on
the excess of the required distribution over the sum of (a) the amounts that we actually distributed and (b) the amounts we retained and upon
which we paid income tax at the corporate level.
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Table of Contents
•
•
•
•
We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements
intended to monitor our compliance with rules relating to the composition of a REIT's shareholders.
A 100% tax may be imposed on transactions between us and a TRS that do not reflect arm's-length terms.
If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a
transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the
hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if
we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C
corporation.
The earnings of our TRS Segment will generally be subject to U.S. federal, state and corporate income tax.
In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, gross
receipts and other taxes on our assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.
Requirements for Qualification—General
The Code defines a REIT as a corporation, trust or association:
1.
2.
3.
4.
5.
6.
7.
that is managed by one or more trustees or directors;
the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;
that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;
that is neither a financial institution nor an insurance company subject to specific provisions of the Code;
the beneficial ownership of which is held by 100 or more persons;
in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five
or fewer "individuals" (as defined in the Code to include specified tax-exempt entities); and
that meets other tests described below, including with respect to the nature of its income and assets.
The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least
335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be met during a
corporation's initial tax year as a REIT (which, in our case, was 2014). Our charter provides restrictions regarding the ownership and transfers of our stock,
which are intended to assist us in satisfying the stock ownership requirements described in conditions (5) and (6) above. These restrictions, however, may
not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these
share ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained
in the applicable Treasury regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through
the exercise of reasonable diligence, that we failed to meet the requirements described in condition (6) above, we will be treated as having met this
requirement.
To monitor compliance with the stock ownership requirements, we generally are required to maintain records regarding the actual ownership of our
stock. To do so, we must demand written statements each year from the record holders of significant percentages of our stock pursuant to which the record
holders must disclose the actual owners of the stock (i.e., the persons required to include our dividends in their gross income). We must maintain a list of
those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with
these record-keeping requirements. If, upon request by the Company, a shareholder fails or refuses to comply with the demands, such holder will be
required by Treasury regulations to submit a statement with his, her or its tax return disclosing the actual ownership of our stock and other information.
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Table of Contents
Qualified REIT Subsidiaries
The Code provides that a corporation that is a "qualified REIT subsidiary" shall not be treated as a separate corporation, and all assets, liabilities and
items of income, deduction and credit of a "qualified REIT subsidiary" shall be treated as assets, liabilities and items of income, deduction and credit of the
REIT. A "qualified REIT subsidiary" is a corporation, all of the capital stock of which is owned by the REIT, that has not elected to be a "taxable REIT
subsidiary" (discussed below). In applying the requirements described herein, all of our "qualified REIT subsidiaries" will be ignored, and all assets,
liabilities and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit.
These subsidiaries, therefore, will not be subject to federal corporate income taxation, although they may be subject to state and local taxation.
Taxable REIT Subsidiaries
In general, we may jointly elect with a subsidiary corporation, whether or not wholly-owned, to treat such subsidiary corporation as a TRS. We
generally may not own more than 10% of the securities of a taxable corporation, as measured by voting power or value, unless we and such corporation
elect to treat such corporation as a TRS. The separate existence of a TRS is not ignored for U.S. federal income tax purposes. Accordingly, a TRS generally
is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate and may reduce
our ability to make distributions to our shareholders.
We are not treated as holding the assets of a TRS or as receiving any income that the subsidiary earns. Rather, the stock issued by the TRS to us is an
asset in our hands, and we treat the dividends paid to us, if any, as income. This treatment can affect our income and asset test calculations, as described
below. Because we do not include the assets and income of TRSs on a look-through basis in determining our compliance with the REIT requirements, we
may use such entities to undertake indirectly activities that the REIT rules might otherwise preclude us from doing directly or through pass-through
subsidiaries. For example, we may use a TRS to perform services or conduct activities that give rise to certain categories of income or to conduct activities
that, if conducted by us directly, would be treated in our hands as prohibited transactions.
The TRS rules impose a 100% excise tax on transactions between a TRS and its parent REIT or the REIT's tenants that are not conducted on an
arm's-length basis. We intend that all of our transactions with our TRS, if any, will be conducted on an arm's-length basis.
Income Tests
As a REIT, we must satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income for each taxable year,
excluding gross income from sales of inventory or dealer property in "prohibited transactions," discharge of indebtedness and certain hedging transactions,
generally must be derived from "rents from real property," gains from the sale of real estate assets (but not including certain debt instruments of publicly
offered REITs that are not secured by mortgages on real property), interest income derived from mortgage loans secured by real property (including certain
types of mortgage-backed securities), dividends received from other REITs, and specified income from temporary investments. Second, at least 95% of our
gross income in each taxable year, excluding gross income from prohibited transactions, discharge of indebtedness and certain hedging transactions, must
be derived from some combination of income that qualifies under the 75% gross income test described above, as well as other dividends, interest, and gain
from the sale or disposition of stock or securities, which need not have any relation to real property. Income and gain from certain hedging transactions will
be excluded from both the numerator and the denominator for purposes of both the 75% and 95% gross income tests.
Rents received by a REIT will qualify as "rents from real property" in satisfying the gross income requirements described above only if several
conditions are met.
•
•
The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued
generally will not be excluded from the term "rents from real property" solely by reason of being based on a fixed percentage or percentages of
gross receipts or sales.
Rents received from a tenant will not qualify as "rents from real property" in satisfying the gross income tests if the REIT, or a direct or indirect
owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a "Related Party Tenant"). However, rental
payments from a taxable REIT subsidiary will qualify as rents from real property even if we own more than 10% of the total value or combined
voting power of the taxable REIT subsidiary if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the taxable REIT
subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified
lodging facility," as defined in Section 856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the
Code, and certain other conditions are satisfied.
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•
•
Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent
exceeds 15% of the total rent received under the lease.
The REIT generally must not operate or manage the property or furnish or render services to tenants, except through an "independent contractor"
who is adequately compensated and from whom the REIT derives no income, or through a taxable REIT subsidiary. The "independent contractor"
requirement, however, does not apply to the extent the services provided by the REIT are "usually or customarily rendered" in connection with the
rental of space for occupancy only, and are not otherwise considered "rendered to the occupant." In addition, a de minimis rule applies with respect
to non-customary services. Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150%
of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-
customary service income will qualify as "rents from real property." A taxable REIT subsidiary may provide services (including noncustomary
services) to a REIT’s tenants without "tainting" any of the rental income received by the REIT, and will be able to manage or operate properties for
third parties and generally engage in other activities unrelated to real estate.
We do not anticipate receiving rent that is based in whole or in part on the income or profits of any person (except by reason of being based on a
fixed percentage or percentages of gross receipts or sales consistent with the rules described above). Our former parent, Penn, received a private letter
ruling from the IRS that concluded certain rental formulas under the Penn Master Lease will not cause any amounts received under the Penn Master Lease
to be treated as other than rents from real property. While we do not expect to seek similar rulings for additional leases we enter into that have substantially
similar terms as the Penn Master Lease, we intend to treat amounts received under those leases consistent with the conclusions in the ruling, though there
can be no assurance that the IRS will not challenge such treatment. We also do not anticipate receiving more than a de minimis amount of rents from any
Related Party Tenant or rents attributable to personal property leased in connection with real property that will exceed 15% of the total rents received with
respect to such real property. We may receive certain types of income that will not qualify under the 75% or 95% gross income tests. In particular,
dividends received from a taxable REIT subsidiary will not qualify under the 75% test. We believe, however, that the aggregate amount of such items and
other non-qualifying income in any taxable year will not cause GLPI to exceed the limits on non-qualifying income under either the 75% or 95% gross
income tests.
We may directly or indirectly receive distributions from TRSs or other corporations that are not REITs or qualified REIT subsidiaries. These
distributions generally are treated as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions will
generally constitute qualifying income for purposes of the 95% gross income test, but not for purposes of the 75% gross income test. Any dividends that we
receive from another REIT or qualified REIT subsidiary, however, will be qualifying income for purposes of both the 95% and 75% gross income tests.
We believe that we have and will continue to be in compliance with these gross income tests. If we fail to satisfy one or both of the 75% or 95% gross
income tests for any taxable year, we may still qualify to be taxed as a REIT for such year if we are entitled to relief under applicable provisions of the
Code. These relief provisions will be generally available if (i) our failure to meet these tests was due to reasonable cause and not due to willful neglect and
(ii) following our identification of the failure to meet the 75% or 95% gross income test for any taxable year, we file a schedule with the IRS setting forth
each item of our gross income for purposes of the 75% or 95% gross income test for such taxable year in accordance with Treasury regulations. It is not
possible to state whether we would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a
particular set of circumstances, we will not qualify to be taxed as a REIT. Even if these relief provisions apply, and we retain our status as a REIT, the Code
imposes a tax based upon the amount by which we fail to satisfy the particular gross income test.
Asset Tests
At the close of each calendar quarter, we must also satisfy five tests relating to the nature of our assets. First, at least 75% of the value of our total
assets must be represented by some combination of "real estate assets," cash, cash items, U.S. government securities, and, under some circumstances, stock
or debt instruments purchased with new capital. For this purpose, real estate assets include interests in real property (such as land, buildings, leasehold
interest in real property and, for taxable years that began or after January 1, 2016, personal property leased with real property if the rents attributable to the
personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or on interests in real
property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares
of our stock or certain debt and, for tax years that began on or after January 1, 2016, debt instruments issued by publicly offered REITs. Assets that do not
qualify for purposes of the 75% asset test are subject to the additional asset tests described below.
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Second, the value of any one issuer's securities that we own may not exceed 5% of the value of our total assets.
Third, we may not own more than 10% of any one issuer's outstanding securities, as measured by either voting power or value. The 5% and 10%
asset tests do not apply to securities of TRSs and qualified REIT subsidiaries and the 10% asset test does not apply to "straight debt" having specified
characteristics and to certain other securities described below. Solely for purposes of the 10% asset test, the determination of our interest in the assets of a
partnership or limited liability company in which we own an interest will be based on our proportionate interest in any securities issued by the partnership
or limited liability company, excluding for this purpose, certain securities described in the Code. The safe harbor under which certain types of securities are
disregarded for purposes of the 10% value limitation includes (1) straight debt securities (including straight debt securities that provide for certain
contingent payments); (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Code, other than with a "related
person"; (4) any obligation to pay rents from real property; (5) certain securities issued by a State or any political subdivision thereof, or the
Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is
excepted from the definition of a security. In addition, for purposes of applying the 10% value limitation, (a) a REIT’s interest as a partner in a partnership
is not considered a security; (b) any debt instrument issued by a partnership is not treated as a security if at least 75% of the partnership’s gross income is
from sources that would qualify for the 75% REIT gross income test; and (c) any debt instrument issued by a partnership is not treated as a security to the
extent of the REIT’s interest as a partner in the partnership.
Fourth, the aggregate value of all securities of TRSs that we hold, together with other non-qualified assets (such as furniture and equipment or other
tangible personal property, or non-real estate securities) may not, in the aggregate, exceed 20% of the value of our total assets.
Fifth, not more than 25% of the value of our gross assets may be represented by debt instruments of publicly offered REITs that are not secured by
mortgages on real property or interests in real property.
However, certain relief provisions are available to allow REITs to satisfy the asset requirements or to maintain REIT qualification notwithstanding
certain violations of the asset and other requirements. For example, if we should fail to satisfy the asset tests at the end of a calendar quarter, such a failure
would not cause us to lose our REIT qualification if we (i) satisfied the asset tests at the close of the preceding calendar quarter and (ii) the discrepancy
between the value of our assets and the asset requirements was not wholly or partly caused by an acquisition of non-qualifying assets, but instead arose
from changes in the relative market values of our assets. If the condition described in (ii) was not satisfied, we still could avoid disqualification by
eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or by making use of the relief provisions described
above.
In the case of de minimis violations of the 10% and 5% asset tests, a REIT may maintain its qualification despite a violation of such requirements if
(i) the value of the assets causing the violation does not exceed the lesser of 1% of the REIT's total assets and $10,000,000 and (ii) the REIT either disposes
of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or the relevant tests are otherwise
satisfied within that time frame.
Even if we did not qualify for the foregoing relief provisions, one additional provision allows a REIT which fails one or more of the asset
requirements to nevertheless maintain its REIT qualification if (i) the REIT provides the IRS with a description of each asset causing the failure, (ii) the
failure is due to reasonable cause and not willful neglect, (iii) the REIT pays a tax equal to the greater of (a) $50,000 per failure and (b) the product of the
net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate (currently 21%) and (iv) the REIT either
disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the
relevant asset tests within that time frame.
We believe that we have been and will continue to be in compliance with the asset tests described above.
Annual Distribution Requirements
In order to qualify to be taxed as a REIT, we are required to distribute dividends, other than capital gain dividends, to our shareholders in an amount
at least equal to:
(i)
the sum of
(a) 90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and
(b) 90% of our after tax net income, if any, from foreclosure property (as described below); minus
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(ii)
the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net
capital gain and the deduction for dividends paid.
We generally must make these distributions in the taxable year to which they relate, or in the following taxable year if declared before we timely file
our tax return for the year and if paid with or before the first regular dividend payment after such declaration. These distributions will be treated as received
by our shareholders in the year in which paid. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to
provide us with a REIT-level tax deduction, the distributions must not be "preferential dividends." A dividend is not a preferential dividend if the
distribution is (i) pro rata among all outstanding shares of stock within a particular class and (ii) in accordance with any preferences among different classes
of stock as set forth in our organizational documents. Given our status as a "publicly offered REIT" (within the meaning of the Code), the preferential
dividend rules do not apply to us for taxable years beginning after December 31, 2014.
To the extent that we distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax at ordinary
corporate tax rates on the retained portion. We may elect to retain, rather than distribute, some or all of our net long-term capital gains and pay tax on such
gains. In this case, we could elect for our shareholders to include their proportionate shares of such undistributed long-term capital gains in income, and to
receive a corresponding credit for their share of the tax that we paid. Our shareholders would then increase the adjusted basis of their stock by the
difference between (i) the amounts of capital gain dividends that we designated and that they include in their taxable income, minus (ii) the tax that we paid
on their behalf with respect to that income.
To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses may reduce the amount of
distributions that we must make in order to comply with the REIT distribution requirements.
If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net
income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a non-deductible 4% excise tax on the excess
of such required distribution over the sum of (a) the amounts actually distributed, plus (b) the amounts of income we retained and on which we have paid
corporate income tax.
We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing
REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution
requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements
due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of
expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt, acquire assets, or
for other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends through the distribution of other property
(including shares of our stock) in order to meet the distribution requirements, while preserving our cash.
If our taxable income for a particular year is subsequently determined to have been understated, we may be able to rectify a resultant failure to meet
the distribution requirements for a year by paying "deficiency dividends" to shareholders in a later year, which may be included in our deduction for
dividends paid for the earlier year. In this case, we may be able to avoid losing REIT qualification or being taxed on amounts distributed as deficiency
dividends, subject to the 4% excise tax described above. We will be required to pay interest based on the amount of any deduction taken for deficiency
dividends.
For purposes of the 90% distribution requirement and excise tax described above, any distribution must be paid in the taxable year to which they
relate, or in the following taxable year if such distributions are declared in October, November or December of the taxable year, are payable to shareholders
of record on a specified date in any such month, and are actually paid before the end of January of the following year. Such distributions are treated as both
paid by us and received by our shareholders on December 31 of the year in which they are declared.
In addition, at our election, a distribution for a taxable year may be declared before we timely file our tax return for the year, provided we pay such
distribution with or before our first regular dividend payment after such declaration, and such payment is made during the 12-month period following the
close of such taxable year. Such distributions are taxable to our shareholders in the year in which paid, even though the distributions relate to our prior
taxable year for purposes of the 90% distribution requirement.
We believe that we have satisfied the annual distribution requirements for the year ended December 31, 2020. Although we intend to satisfy the
annual distribution requirements to continue to qualify as a REIT for the year ending December 31, 2021 and thereafter, economic, market, legal, tax or
other considerations could limit our ability to meet those requirements.
Failure to Qualify
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If we fail to satisfy one or more requirements for REIT qualification other than the income or asset tests, we could avoid disqualification as a REIT if
our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. Relief provisions are also available
for failures of the income tests and asset tests, as described above in "Income Tests" and "Asset Tests."
If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we would be subject to tax,
including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We cannot deduct distributions to shareholders in any
year in which we are not a REIT, nor would we be required to make distributions in such a year. In this situation, to the extent of current and accumulated
earnings and profits (as determined for U.S. federal income tax purposes), distributions to shareholders would be taxable as regular corporate dividends.
Such dividends paid to U.S. shareholders that are individuals, trusts and estates may be taxable at the preferential income tax rates (i.e., currently the 20%
maximum U.S. federal rate) for qualified dividends. In addition, subject to the limitations of the Code, corporate distributees may be eligible for the
dividends received deduction. Unless we are entitled to relief under specific statutory provisions, we would also be disqualified from re-electing to be taxed
as a REIT for the four taxable years following the year during which we lost our qualification. It is not possible to state whether, in all circumstances, we
would be entitled to this statutory relief.
Legislative or Other Actions Affecting REITs
The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative
action at any time. The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may
result in statutory changes as well as revisions to regulations and interpretations. Changes to the U.S. federal tax laws and interpretations thereof could
adversely affect an investment in our common stock.
On December 22, 2017, H.R. 1, known as the Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the
budget for fiscal year 2018 (the "Tax Cuts and Jobs Act") was signed into law. The Tax Cuts and Jobs Act makes significant changes to the U.S. federal
income taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate
and individual income tax rates, the Tax Cuts and Jobs Act eliminates or restricts various deductions that, along with other provisions, may change the way
that we calculate our REIT taxable income and our TRSs' taxable income. Significant provisions of the Tax Cuts and Jobs Act that investors should be
aware of include provisions that: (i) lower the corporate income tax rate to 21%, (ii) provide noncorporate taxpayers with a deduction of up to 20% of
certain income earned through partnerships and REITs, (iii) limit the net operating loss deduction to 80% of taxable income, where taxable income is
determined without regard to the net operating loss deduction itself, generally eliminates net operating loss carry backs and allow unused net operating
losses to be carried forward indefinitely, (iv) expand the ability of businesses to deduct the cost of certain property investments in the year in which the
property is purchased, and (v) generally lower tax rates for individuals and other noncorporate taxpayers, while limiting deductions such as miscellaneous
itemized deductions and state and local tax deductions. In addition, the Tax Cuts and Jobs Act limits the deduction for net interest expense incurred by a
business to 30% of the "adjusted taxable income" of the taxpayer. The Coronavirus Aid, Relief, and Economic Stability Act increased the limitation to 50%
of “adjusted taxable income” for tax years beginning in 2019 and 2020. The limitation on the interest expense deduction does not apply to certain small-
business taxpayers or electing real property trades or businesses, such as any real property development, redevelopment, construction, reconstruction,
acquisition, conversion, rental, operation, management, leasing, or brokerage trade or business. Making the election to be treated as a real property trade or
business requires the electing real property trade or business to depreciate non-residential real property, residential rental property, and qualified
improvement property over a longer period using the alternative depreciation system. We have not yet elected out of the new interest expense limitation.
The effect of the Tax Cuts and Jobs Act is highly uncertain, both in terms of its direct effect on the taxation of holders of our common stock and its
indirect effect on the value of our assets or market conditions generally.
Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act and other legislation may
have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment
in our shares.
Regulation
The ownership, operation, and management of, and provision of certain products and services to, gaming and racing facilities are subject to pervasive
regulation. Gaming laws are generally based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the
gaming industry. Gaming laws also may be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on
gaming industry participants as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish
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procedures to ensure that participants in the gaming industry, including landlords and other suppliers, meet certain standards of character and fitness. In
addition, gaming laws require gaming industry participants to:
•
•
•
•
•
•
•
•
ensure that unsuitable individuals and organizations have no role in gaming operations, including suppliers, and in some cases, landowners;
establish procedures designed to prevent cheating and fraudulent practices;
establish and maintain responsible accounting practices and procedures;
maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the
safeguarding of assets and revenues;
maintain systems for reliable record keeping;
file periodic reports with gaming regulators;
ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arms-length transactions; and
establish programs to promote responsible gaming.
These regulations impact our business in three important ways: (1) our ownership and operation of the TRS Properties; (2) our ownership of land and
buildings in which gaming activities are operated by third party tenants pursuant to long-term leases; and (3) the operations of our gaming tenants. Our
ownership and operation of the TRS Properties subject GLPI, its subsidiaries and its officers and directors to the jurisdiction of the gaming regulatory
agencies in Louisiana and Maryland. Further, many gaming and racing regulatory agencies in the jurisdictions in which our gaming tenants operate require
GLPI and its affiliates to maintain a license as a key business entity, principal affiliate, business entity, qualifier, operator or supplier because of its status as
landlord, including Colorado, Illinois, Indiana, Massachusetts, Mississippi, Missouri, New Jersey, Ohio and Pennsylvania.
Our businesses and those operated by our tenants are subject to various federal, state and local laws and regulations in addition to gaming regulations.
These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees,
health care, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be
interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in
interpretations by courts or governmental authorities could adversely affect our operating results.
Insurance
We have comprehensive liability, property and business interruption insurance at our TRS Properties. In regards to our properties subject to triple-net
leases, the lease agreements require our tenants to procure and maintain their own comprehensive liability, property and business interruption insurance
policies, including protection for our insurable interests as the landlord.
Environmental Matters
Our properties are subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal
of wastes, including medical wastes. Certain of the properties we own utilize above or underground storage tanks to store heating oil for use at the
properties. Other properties were built during the time that asbestos-containing building materials were routinely installed in residential and commercial
structures. Our triple-net leases obligate the tenants thereunder to comply with applicable environmental laws and to indemnify us if their noncompliance
results in losses or claims against us, and we expect that any future leases will include the same provisions for other operators. An operator's failure to
comply could result in fines and penalties or the requirement to undertake corrective actions which may result in significant costs to the operator and thus
adversely affect their ability to meet their obligations to us.
Pursuant to U.S. federal, state and local environmental laws and regulations, a current or previous owner or operator of real property may be required
to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property. Further, under
certain circumstances, such owners or operators of real property may be held liable for property damage, personal injury and/or natural resource damage
resulting from or arising in connection with such releases. Certain of these laws have been interpreted to provide for joint and several liability unless the
harm is divisible and there is a reasonable basis for allocation of responsibility. We also may be liable under certain of these laws for
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damage that occurred prior to our ownership of a property or at a site where we or our tenants sent wastes for disposal. The failure to properly remediate a
property could result in fines or sanctions and may also adversely affect our ability to lease, sell or rent the property or to borrow funds using the property
as collateral.
In connection with the ownership of our real property, we could be legally responsible for environmental liabilities or costs relating to a release of
hazardous substances or other regulated materials at or emanating from such property. In order to assess the potential for such liability, we conduct routine
due diligence of environmental conditions prior to acquisition. We are not aware of any environmental issues that are expected to have a material impact on
the operations of any of our properties.
Pursuant to the Penn Master Lease and a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to
environmental liabilities arising from the businesses and operations of Penn's real property holdings prior to the Spin-Off (other than any liability arising
from or relating to the operation or ownership of the TRS Properties and except to the extent first discovered after the end of the term of the Penn Master
Lease) was retained by Penn and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties)
against any losses arising from or relating to such environmental liabilities. Similarly, pursuant to a Separation and Distribution Agreement originally
between Pinnacle's operating company and GLPI (as successor to Pinnacle Entertainment), any liability arising from or relating to environmental liabilities
arising from the business and operations of Pinnacle's real property holdings prior to the Company's acquisition of the majority of Pinnacle's real property
assets (except to the extent first discovered after the end of the term of the Amended Pinnacle Master Lease) was retained by Pinnacle and Pinnacle will
indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses arising from or relating
to such environmental liabilities. Effective October 15, 2018, Penn assumed all obligations of Pinnacle pursuant to a merger of Pinnacle with and into a
subsidiary of Penn. There can be no assurance that Penn will be able to fully satisfy these indemnification obligations. Moreover, even if we ultimately
succeed in recovering from Penn any amounts for which we are held liable, we may be temporarily required to bear these losses.
Corporate Responsibility at GLPI
We believe that environmental and community stewardship is an integral component of growing shareholder value and we are committed to fostering
a corporate culture that encourages and seeks the betterment of the Company and the communities in which we operate or conduct business. With this in
mind, we endeavor to integrate environmental, social and governance (ESG) practices that create long-term economic value for our shareholders,
employees and other constituents.
We have initiated an ESG strategy to further understand the environmental impact of our leased properties, as well as an undertaking of Greenhouse
Gas inventory at our own corporate headquarters.
We strive to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their
long-term success along with the long-term success of the Company.
We promote sustainable practices and environmental stewardship throughout the organization, with a particular emphasis on energy efficiency,
recycling, indoor environmental quality and environmental awareness.
The Leased properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each gaming operator is ultimately
responsible for maintaining the buildings including controlling its energy usage and the implementation of environmentally sustainable practices. We are
committed to promoting awareness, influencing and engaging with our tenants where possible, regarding sustainability practices and environmentally
beneficial energy solutions. Many of our tenants have implemented similar efficiency and conservation measures in recent capital expenditure projects,
including cost-saving indoor and outdoor LED lighting retrofits, installation of guest room occupancy-based thermostats, building management systems
upgrades, and installation of electronic vehicle charging stations.
Recognizing that sustainability is a journey, we are committed to continuous improvement and will strive to engage and communicate with our key
stakeholders as we make progress on our ESG stewardship.
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Human Capital
As of December 31, 2020, we had 560 full and part-time employees. Substantially all of these employees are employed at Hollywood Casino Baton
Rouge and Hollywood Casino Perryville. We strive to maintain a corporate environment that fosters a sense of community and well-being and that
encourages our employees to focus on their long-term success along with the long-term success of the Company. We offer, among other things, competitive
and balanced compensation programs on par with those of our peers and competitors that include well-rounded healthcare, prescription drug and disability
insurance benefits for our employees and their families, participation in a 401(k) plan, with a matching contribution by the Company, competitive paid
time-off benefits, a parental leave program that applies to both women and men and an employee assistance plan that provides professional support, access
to special programs and certain resources to our employees experiencing personal, work, financial or family related issues.
We are passionate about developing and growing our talent. We devote substantial efforts to retaining, motivating and supporting our employees by
providing access to such benefits and opportunities as tuition reimbursement, professional development reimbursement and internal growth and
advancement. We created a Leadership Academy to cultivate management and leadership skills to empower our employees to succeed.
We view providing our employees with a healthy and safe working environment as essential. Our goal is to reduce the potential for injury or illness by
maintaining safe working conditions, such as providing proper tools and training to all employees. Our corporate headquarters and Hollywood Casino
Baton Rouge and Hollywood Casino Perryville are smoke-free environments. Additionally, we offer resources to our employees to encourage healthy
habits, such as tobacco cessation and health coaches for those employees with certain chronic conditions, including but not limited to diabetes and asthma.
We also believe that maintaining and promoting a diverse and inclusive workplace where every employee feels valued and respected is essential for us to
grow as a company. As such, we are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and
varied experiences to work. We seek to hire and retain highly talented employees and empower those employees to create value for our shareholders. In our
employee recruitment and selection process and operation of our business, we adhere to equal employment policies and provide annual trainings on
diversity and inclusion. We employ, train and refresh our employees in accordance with our nondiscriminatory, inclusive practices and policies
implemented to prevent discrimination and protect our employees, customers and stakeholders from offensive and harmful behaviors.
We recognize and respect the freedom of employees to exercise their lawful rights and free association and collective bargaining. Certain of our employees
at Hollywood Casino Perryville are currently represented by labor unions. The Seafarers Entertainment and Allied Trade Union represents 129 of our
employees under an agreement that expires in January 2032. Additionally, United Industrial Service Transportation Professional and Government Workers
of North America and Local No. 27 United Food and Commercial Workers represent certain employees under collective bargaining agreements that expire
in 2021 and 2033, respectively, neither of which represents more than 50 of our employees at Hollywood Casino Perryville. We value the relationships we
have with not only those employees but their representation as well. We believe our relations with its employees are good.
Available Information
For more information about us, visit our website at www.glpropinc.com. The contents of our website are not part of this Annual Report on Form 10-
K. Our electronic filings with the SEC (including all annual reports on Form 10-K and Form 10-K/A, quarterly reports on Form 10-Q and Form 10-Q/A,
and current reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as
reasonably practicable after we electronically file them with or furnish them to the SEC.
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ITEM 1A. RISK FACTORS
Risk Factors Relating to Our Business
The majority of our revenues are dependent on Penn and its subsidiaries until we further diversify our portfolio. Any event that has a material adverse
effect on Penn’s business, financial position or results of operations may have a material adverse effect on our business, financial position or results of
operations.
The majority of our revenue is based on the revenue derived under our master leases with subsidiaries of Penn. Because these master leases are
triple-net leases, we depend on Penn to operate the properties that we own in a manner that generates revenues sufficient to allow Penn to meet its
obligations to us, including payment of rent and all insurance, taxes, utilities and maintenance and repair expenses, and to indemnify, defend and hold us
harmless from and against various claims, litigation and liabilities arising in connection with its business. There can be no assurance that Penn will have
sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under the master leases. The ability of Penn to fulfill its
obligations depends, in part, upon the overall profitability of its gaming operations and, other than limited contractual protections afforded to us as a
landlord, we have no control over Penn or its operations. The inability or unwillingness of Penn to meet its subsidiaries’ rent obligations and other
obligations under the master leases may materially and adversely affect our business, financial position or results of operations, including our ability to pay
dividends to our shareholders.
Due to our dependence on rental payments from Penn as a significant source of revenue, we may be limited in our ability to enforce our rights
under the master leases. Failure by Penn to comply with the terms of its master leases or to comply with the gaming regulations to which the leased
properties are subject could require us to find another lessee for such leased property. In such event, we may be unable to locate a suitable lessee at similar
rental rates or at all, which would have the effect of reducing our rental revenues. Likewise, our financial position may be materially weakened if Penn
failed to renew or extend any master lease as such lease expires and we are unable to lease or re-lease our properties on economically favorable terms.
Any event that has a material adverse effect on Penn’s business, financial position or results of operations could have a material adverse effect on
our business, financial position or results of operations. In addition, continued consolidation in the gaming industry would increase our dependence on our
existing tenants and could make it increasingly difficult for us to find alternative tenants for our properties.
Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.
We operate in a highly competitive industry and face competition from other REITs (including other gaming-focused REITs), investment
companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies (including gaming companies considering REIT
structures) and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. Increased competition may
make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. If we cannot identify and
purchase a sufficient number of investment properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our
business, financial position or results of operations could be materially adversely affected. Additionally, the fact that we must distribute 90% of our net
taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or
subsequently acquired properties in order to finance acquisitions. As a result, if debt or equity financing is not available on acceptable terms, further
acquisitions might be limited or curtailed and completing proposed acquisitions may be adversely impacted. Furthermore, fluctuations in the price of our
common stock may impact our ability to finance additional acquisitions through the issuance of common stock and/or cause significant dilution.
Investments in and acquisitions of gaming properties and other properties we might seek to acquire entail risks associated with real estate
investments, including that the investment's performance will fail to meet expectations or that the tenant, operator or manager will underperform. Real
estate development projects present other risks, including construction delays or cost overruns that increase expenses, the inability to obtain required
zoning, occupancy and other governmental approvals and permits on a timely basis, and the incurrence of significant development costs prior to completion
of the project.
We are dependent on the gaming industry and may be susceptible to the risks associated with it, which could materially adversely affect our business,
financial position or results of operations.
As the owner and landlord of gaming facilities, we are impacted by the risks associated with the gaming industry. Therefore, our success is to
some degree dependent on the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and
preferences and other factors over which we and our tenants have no control. As we are subject to risks inherent in substantial investments in a single
industry, a decrease in the gaming business may have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio,
particularly because
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a component of the rent under our leases is based, over time, on the revenue of the gaming facilities operated by our tenants. Decreases in discretionary
consumer spending brought about by weakened general economic conditions such as, but not limited to, high unemployment levels, higher income taxes,
low levels of consumer confidence, weakness in the housing market, cultural and demographic changes, and increased stock market volatility may
negatively impact our revenues and operating cash flow.
The gaming industry is characterized by an increasing number of gaming facilities with an increasingly high degree of competition among a large
number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in
casinos, Native American gaming and other forms of gaming in the U.S. Furthermore, competition from alternative wagering products, such as internet
lotteries, sweepstakes, social gaming products, daily fantasy sports and other internet wagering gaming services, online sports wagering or games of skill,
which allow their customers a wagering alternative to the casino-style, such as remote home gaming or in non-casino settings, could divert customers from
our properties and thus adversely affect our TRS Properties and the business of our tenants and, indirectly, our business. Present state or federal laws that
restrict the forms of gaming authorized or the number of competitors that offer gaming in the applicable jurisdiction are subject to change and may increase
the competition affecting our TRS Properties and the business of our tenants and, indirectly, our business. Currently, there are proposals that would legalize
several forms of internet gaming and other alternative wagering products in a number of states. Further, several states have already approved intrastate
internet gaming and sports betting. Expansion of internet gaming and sports betting in other jurisdictions may compete with our traditional operations,
which could have an adverse impact on our business and result of operations.
The operations of our TRS Properties and of our tenants in our leased facilities are subject to disruptions or reduced patronage as a result of severe
weather conditions, changing climate conditions, natural disasters and other casualty events. Because many of our facilities are located on or adjacent to
bodies of water, they are subject to risks in addition to those associated with land-based facilities, including loss of service due to casualty, forces of nature,
mechanical failure, extended or extraordinary maintenance, flood, hurricane or other severe weather and climate conditions. A component of the rent under
our leases is based, over time, on the revenues of the gaming facilities operated by Penn, Caesars, Boyd and Casino Queen on our properties; consequently,
a casualty that leads to the loss of use of a casino facility subject to our leases for an extended period may negatively impact our revenues.
COVID-19 has had, and may continue to have, a significant impact on our tenants' financial conditions and operations.
In December 2019, a new strain of novel coronavirus, COVID-19, was reported in China and shortly thereafter spread across the globe. This
global pandemic outbreak led to unprecedented responses by federal, state and local officials. Certain responses have included mandates from authorities
requiring temporary closures of or imposed limitations on the operations of many businesses in the attempt to mitigate the spread of infections.
Unemployment levels rose sharply and economic activity levels declined dramatically as a result. The United States government implemented various
significant aid packages to support the economy and credit markets to combat these declines.
Our TRS Properties and our tenants' casino operations were forced to close temporarily in mid-March through various dates into May and June
2020. Even though most of our properties recommenced operations to encouraging results, including certain locations where earnings were higher than the
corresponding period in the prior year, it is uncertain whether these strong results will continue in future periods, particularly with the recent increases in
COVID-19 case counts throughout the United States which in turn has resulted in additional temporary closures of certain casino facilities in various
jurisdictions. As of the date of this filing, 1 facility out of our 48 facilities is temporarily closed. Although rent payments continue to be paid by our tenants,
the temporary closures will likely result in lower variable rent reset amounts and reduce the likelihood of rent escalators that are tied to certain rent
coverage ratios which contain such clauses. The ultimate impact of COVID-19 on us is highly uncertain and subject to change and will depend on future
developments, which cannot be accurately predicted, including the duration of the pandemic, continued emergence of new strains of COVID-19, the speed
with which available vaccines are administered to the public, additional or modified government actions, new information that will emerge concerning the
severity and impact of COVID-19 and the actions taken to contain COVID-19 or address its impact in the short and long term, among others.
Our ability to realize significant value for the real property assets of Tropicana Las Vegas is uncertain.
Our ability to realize significant value for the real property assets of Tropicana Las Vegas, which we acquired from Penn in return for $307.5 million of rent
credits, is uncertain given current economic conditions resulting from COVID-19. It is possible that we may need to wait for a prolonged period of time
before market conditions improve to enable us to realize significant value for the Tropicana real property assets, if at all.
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We face extensive regulation from gaming and other regulatory authorities.
The ownership, operation, and management of gaming and racing facilities are subject to pervasive regulation. These regulations impact both our
ownership and operation of the TRS Properties and the operations of our gaming tenants. Our ownership and operation of the TRS Properties subject us,
our officers, directors and shareholders to the jurisdiction of the gaming regulatory agencies in Louisiana and Maryland. Further, many gaming and racing
regulatory agencies in the jurisdictions in which our tenants operate require GLPI, its affiliates and certain officers and directors to maintain licenses as a
key business entity, principal affiliate, business entity qualifier, operator, supplier or key person because of GLPI's status as landlord. For GLPI to maintain
such licenses in good standing, certain of GLPI's officers and directors are also required to maintain licenses or a finding of suitability.
Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of securities of a company
licensed in such jurisdiction, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for
qualification or a finding of suitability, subject to limited exceptions for "institutional investors" that hold a company's voting securities for passive
investment purposes only. Some jurisdictions may also limit the number of gaming licenses or gaming facilities in which a person may hold an ownership
or a controlling interest. Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or
limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found
suitable or approved, for any cause deemed reasonable by the gaming authorities.
Additionally, substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our
subsidiaries must be reported to and in some cases approved by gaming authorities in advance of the transaction. Neither we nor any of our subsidiaries
may make a public offering of securities without the prior approval of certain gaming authorities. Changes in control through merger, consolidation, stock
or asset acquisitions, management or consulting agreements, or otherwise are subject to receipt of prior approval of certain gaming authorities. Entities
seeking to acquire control of GLPI or one of its subsidiaries must satisfy gaming authorities with respect to a variety of stringent licensing standards prior
to assuming control.
Required regulatory approvals can delay or prohibit transfers of our gaming properties, which could result in periods in which we are unable to receive
rent for such properties.
The tenants of our gaming properties are operators of gaming facilities and must be licensed under applicable state law. Prior to the transfer of
gaming facilities, including a controlling interest, the new owner or operator generally must become licensed under applicable state law. In the event that
any current lease or any future lease agreement we enter into is terminated or expires and a new tenant is found, any delays in the new tenant receiving
regulatory approvals from the applicable state government agencies, or the inability to receive such approvals, may prolong the period during which we are
unable to collect the applicable rent.
Our pursuit of strategic acquisitions unrelated to the gaming industry may be unsuccessful or fail to meet our expectations.
We may pursue strategic acquisitions of real property assets unrelated to the gaming industry, including acquisitions that may be complementary to
our existing gaming properties. Our management does not possess the same level of expertise with the dynamics and market conditions applicable to non-
gaming assets, which could adversely affect the results of our expansion into other asset classes. In addition, we may be unable to achieve our desired
return on our investments in new or adjacent asset classes.
Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction
or change of control of our company.
In order for us to qualify to be taxed as a REIT, not more than 50% in value of our outstanding shares of stock may be owned, actually or
constructively, by five or fewer individuals at any time during the last half of each taxable year after the first year for which GLPI elected to qualify to be
taxed as a REIT (2014). Additionally, at least 100 persons must beneficially own GLPI stock during at least 335 days of a taxable year (other than the first
taxable year for which GLPI elected to be taxed as a REIT). GLPI's charter, with certain exceptions, authorizes the Board of Directors to take such actions
as are necessary and desirable to preserve GLPI's qualification as a REIT. GLPI's charter also provides that, subject to certain exceptions approved by the
Board of Directors, no person may beneficially or constructively own more than 7% in value or in number, whichever is more restrictive, of GLPI's
outstanding shares of all classes and series of stock. The constructive ownership rules are complex and may cause shares of stock owned directly or
constructively by a group of related individuals or entities to be constructively owned by one individual or entity. These ownership limits could delay or
prevent a transaction or a change in control of GLPI that might involve a premium price for shares of GLPI stock or otherwise be in the best interests of
GLPI shareholders. The acquisition of less than 7% of our outstanding stock by an individual or entity could cause that individual or entity to own
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beneficially or constructively in excess of 7% in value of our outstanding stock, and thus violate our charter's ownership limit. Our charter prohibits any
person from owning shares of our stock that would result in our being "closely held" under Section 856(h) of the Code. Any attempt to own or transfer
shares of our stock in violation of these restrictions may result in the transfer being automatically void. GLPI's charter also provides that shares of GLPI's
capital stock acquired or held in excess of the ownership limit will be transferred to a trust for the benefit of a designated charitable beneficiary, and that
any person who acquires shares of GLPI's capital stock in violation of the ownership limit will not be entitled to any dividends on the shares or be entitled
to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the market price on the day the shares were
transferred to the trust or the amount realized from the sale. GLPI or its designee will have the right to purchase the shares from the trustee at this calculated
price as well. A transfer of shares of GLPI's capital stock in violation of the limit may be void under certain circumstances. GLPI's 7% ownership limitation
may have the effect of delaying, deferring or preventing a change in control of GLPI, including an extraordinary transaction (such as a merger, tender offer
or sale of all or substantially all of our assets) that might provide a premium price for GLPI's shareholders. To assist GLPI in complying with applicable
gaming laws, our charter also provides that capital stock of GLPI that is owned or controlled by an unsuitable person or an affiliate of an unsuitable person
will be transferred to a trust for the benefit of a designated charitable beneficiary, and that any such unsuitable person or affiliate will not be entitled to any
dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the price
paid by the unsuitable person or affiliate for the shares or the amount realized from the sale, in each case less a discount in a percentage (up to 100%) to be
determined by our Board of Directors in its sole and absolute discretion. The shares shall additionally be redeemable by GLPI, out of funds legally
available for that redemption, to the extent required by the gaming authorities making the determination of unsuitability or to the extent determined to be
necessary or advisable by our Board of Directors, at a redemption price equal to the lesser of (i) the market price on the date of the redemption notice,
(ii) the market price on the redemption date, or (iii) the actual amount paid for the shares by the owner thereof, in each case less a discount in a percentage
(up to 100%) to be determined by our Board of Directors in its sole and absolute discretion.
Pennsylvania law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our
shareholders from realizing a premium on their stock.
Our charter and bylaws, in addition to Pennsylvania law, contain provisions that are intended to deter coercive takeover practices and inadequate
takeover bids and to encourage prospective acquirors to negotiate with our Board of Directors rather than to attempt a hostile takeover. Our charter and
bylaws, among other things (i) permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock, which
may have rights senior to those of the common stock; (ii) establish certain advance notice procedures for shareholder proposals, and require all director
candidates to be recommended by the nominating committee of the Board of Directors following the affirmative determination by the nominating
committee that such nominee is likely to meet the applicable suitability requirements of any federal, state or local regulatory body having jurisdiction over
us; (iii) provide that a director may only be removed by shareholders for cause and upon the vote of 75% of the shares entitled to vote; (iv) do not permit
direct nomination by shareholders of nominees for election to the Board of Directors, but instead permit shareholders to recommend potential nominees to
our Nominating and Corporate Governance Committee; (v) require shareholders to have beneficially owned at least 1% of our outstanding common stock
in order to recommend a person for nomination for election to the Board of Directors, or to present a shareholder proposal, for action at a shareholders'
meeting; and (vi) provide for super majority approval requirements for amending or repealing certain provisions in our charter and in order to approve an
amendment or repeal of any provision of our bylaws that has not been proposed by our Board of Directors.
In addition, specific anti-takeover provisions in Pennsylvania law could make it more difficult for a third party to attempt a hostile takeover. These
provisions require (i) approval of certain transactions by a majority of the voting stock other than that held by the potential acquirer; (ii) the acquisition at
"fair value" of all the outstanding shares not held by an acquirer of 20% or more; (iii) a five-year moratorium on certain "business combination"
transactions with an "interested shareholder;" (iv) the loss by interested shareholders of their voting rights over "control shares;" (v) the disgorgement of
profits realized by an interested shareholder from certain dispositions of our shares; and (vi) severance payments for certain employees and prohibiting
termination of certain labor contracts.
We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to
negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. These provisions are not
intended to make GLPI immune from takeovers or to prevent a transaction from occurring. However, these provisions will apply even if the offer may be
considered beneficial by some shareholders and could delay or prevent an acquisition that our Board of Directors determines is not in the best interests of
GLPI. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
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We may experience uninsured or under insured losses, which could result in a significant loss of the capital we have invested in a property, decrease
anticipated future revenues or cause us to incur unanticipated expense.
While our leases require, and new lease agreements are expected to require, that comprehensive insurance and hazard insurance be maintained by
the tenants, a tenant's failure to comply could lead to an uninsured or under insured loss and there can be no assurance that we will be able to recover such
uninsured or under insured amounts from such tenant. Further, there are certain types of losses, generally of a catastrophic nature, such as earthquakes,
hurricanes and floods, that may be uninsurable or not economically insurable. Insurance coverage may not be sufficient to pay the full current market value
or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make
it infeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed. Under such circumstances, the insurance
proceeds received might not be adequate to restore the economic position with respect to such property.
If we or one of our tenants experience a loss that is uninsured, or that exceeds our or our tenant's policy coverage limits, we could lose the capital
invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties were subject to
recourse indebtedness, we could continue to be liable for the indebtedness even if these properties were irreparably damaged.
In addition, even if damage to our properties is covered by insurance, a disruption of our or our tenant's business caused by a casualty event may
result in the loss of business or tenants. The business interruption insurance we or our tenant's carry may not fully compensate us for the loss of business or
tenants due to an interruption caused by a casualty event.
A disruption in the financial markets may make it more difficult to evaluate the stability, net assets and capitalization of insurance companies and
any insurer's ability to meet its claim payment obligations. A failure of an insurance company to make payments to us or our tenants upon an event of loss
covered by an insurance policy could adversely affect our business, financial condition and results of operations.
The market price of our common stock may be volatile, and holders of our common stock could lose a significant portion of their investment if the
market price of our common stock declines.
The market price of our common stock may be volatile, and shareholders may not be able to resell their shares of our common stock at or above
the price at which they acquired the common stock due to fluctuations in its market price, including changes in price caused by factors unrelated to our
performance or prospects.
Specific factors that may have a significant effect on the market price for our common stock include, among others, the following:
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changes in stock market analyst recommendations or earnings estimates regarding our common stock or other comparable REITs;
actual or anticipated fluctuations in our revenue stream or future prospects;
strategic actions taken by us or our competitors, such as acquisitions;
our failure to close pending acquisitions;
our failure to achieve the perceived benefits of our acquisitions, including financial results, as rapidly as or to the extent anticipated by
financial or industry analysts;
new laws or regulations or new interpretations of existing laws or regulations applicable to our business and operations or the gaming
industry;
changes in tax or accounting standards, policies, guidance, interpretations or principles;
changes in the interest rate environment and/or the impact of rising inflation;
adverse conditions in the financial markets or general U.S. or international economic conditions, including those resulting from war,
incidents of terrorism and responses to such events; and
sales of our common stock by members of our management team or other significant shareholders.
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Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.
As an owner of real property, we are subject to various federal, state and local environmental and health and safety laws and regulations. Although
we do not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and
clean-up of any property from which there has been a release or threatened release of a regulated material as well as other affected properties, regardless of
whether we knew of or caused the release.
In addition to these costs, which are typically not limited by law or regulation and could exceed the property's value, we could be liable for certain
other costs, including governmental fines and injuries to persons, property or natural resources. Further, some environmental laws create a lien on the
contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination.
Although we require our operators and tenants to undertake to indemnify us for certain environmental liabilities, including environmental
liabilities they cause, the amount of such liabilities could exceed the financial ability of the tenant or operator to indemnify us. The presence of
contamination or the failure to remediate contamination may adversely affect our ability to sell or lease the real estate or to borrow using the real estate as
collateral.
Changes to U.S. federal income tax laws could materially and adversely affect us and our shareholders.
The Tax Cuts and Jobs Act made significant changes to the federal income taxation of individuals and corporations under the Code, generally
effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and individual income tax rates, the Tax Cuts and Jobs Act
eliminates or restricts various deductions that, along with other provisions, may change the way that we calculate our REIT taxable income and our TRS’s
taxable income. Significant provisions of the Tax Cuts and Jobs Act that investors should be aware of include provisions that: (i) lower the corporate
income tax rate to 21%, (ii) provide noncorporate taxpayers with a deduction of up to 20% of certain income earned through partnerships and REITs, (iii)
limit the net operating loss deduction to 80% of taxable income, where taxable income is determined without regard to the net operating loss deduction
itself, generally eliminates net operating loss carry backs and allows unused net operating losses to be carried forward indefinitely, (iv) expand the ability of
businesses to deduct the cost of certain property investments in the year in which the property is purchased, (v) generally lower tax rates for individuals and
other noncorporate taxpayers, while limiting deductions such as miscellaneous itemized deductions and state and local tax deductions, and (vi) limit the
deduction for net interest expense incurred by a business to 30% of the "adjusted taxable income" of the taxpayer, but do not apply to certain small-business
taxpayers or electing real property trades or businesses, including REITs. The effect of these, and the many other, changes made is highly uncertain, both in
terms of their direct effect on the taxation of holders of our common stock and their indirect effect on the value of our assets or market conditions generally.
In addition, future changes in tax laws, including the proposed tax agenda presented by the new U.S. presidential administration, or tax rulings, could affect
our effective tax rate, the tax rate of shareholders of our stock, and overall benefit of maintaining our status as a REIT. For example, the reduction in the
corporate income tax rate resulting from the Tax Cuts and Jobs Act could be reduced or rescinded, individual tax rates may increase, and the §199A
deduction for REIT dividends could be phased out. .
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our
information technology (IT) networks and related systems.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses,
attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our
IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer
hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions
from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-
day operations. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have
implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be
effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving
our IT networks and related systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of
loan covenants and/or missed reporting deadlines; result in our inability to monitor our compliance with the rules and regulations regarding our
qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or
otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes
and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract,
damages, credits, penalties or termination of certain agreements; or damage our reputation among our tenants and investors generally.
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Risk Factors Relating to our Status as a REIT
If we do not qualify to be taxed as a REIT, or fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation
and could face a substantial tax liability, which may reduce the amount of cash available for distribution to our shareholders.
We elected on our 2014 U.S. federal income tax return to be treated as a REIT and intend to continue to be organized and to operate in a manner
that will permit us to qualify as a REIT. We currently operate, and intend to continue to operate, in a manner that will allow us to continue to qualify to be
taxed as a REIT for U.S. federal income tax purposes. We received an opinion from our special tax advisors, Wachtell, Lipton, Rosen & Katz and
KPMG LLP (collectively the "Special Tax Advisors"), with respect to our qualification as a REIT in connection with the Spin-Off. Opinions of advisors are
not binding on the IRS or any court. The opinions of the Special Tax Advisors represent only the view of the Special Tax Advisors based on their review
and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values
of our assets and the sources of our income. The opinions are expressed as of the date issued. The Special Tax Advisors have no obligation to advise us or
the holders of our common stock of any subsequent change in the matters stated, represented or assumed or of any subsequent change in applicable law.
Furthermore, both the validity of the opinions of Special Tax Advisors and our qualification as a REIT will depend on our satisfaction of certain asset,
income, organizational, distribution, shareholder ownership and other requirements on a continuing basis, the results of which are not monitored by the
Special Tax Advisors. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of
which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.
Penn has received a private letter ruling from the IRS with respect to certain issues relevant to our qualification as a REIT. In general, the ruling
provides, subject to the terms and conditions contained therein, that (1) certain of the assets to be held by us after the Spin-Off and (2) the methodology for
calculating a certain portion of rent received by us pursuant to the Penn Master Lease will not adversely affect our qualification as a REIT. No assurance
can be given that the IRS will not challenge our qualification as a REIT on the basis of other issues or facts outside the scope of the ruling.
If we were to fail to qualify to be taxed as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable
alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in
computing our taxable income. Any resulting corporate liability could be substantial and would reduce the amount of cash available for distribution to our
shareholders, which in turn could have an adverse impact on the value of our common stock. Unless we were entitled to relief under certain Code
provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify
to be taxed as a REIT.
Qualifying as a REIT involves highly technical and complex provisions of the Code and violations of these provisions could jeopardize our REIT
qualifications.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and
administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT depends on
our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. In addition, our
ability to satisfy the requirements to qualify to be taxed as a REIT may depend in part on the actions of third parties over which we have no control or only
limited influence.
We could fail to qualify to be taxed as a REIT if income we receive from Penn, Caesars, Boyd, or their subsidiaries, is not treated as qualifying income.
Under applicable provisions of the Code, we will not be treated as a REIT unless we satisfy various requirements, including requirements relating
to the sources of our gross income. Rents received or accrued by us from Penn, Caesars, Boyd, or their subsidiaries, will not be treated as qualifying rent for
purposes of these requirements if the Penn Master Lease, Amended Pinnacle Master Lease, Amended and Restated Caesars Master Lease or Boyd Master
Lease is not respected as a true lease for U.S. federal income tax purposes and is instead treated as a service contract, joint venture or some other type of
arrangement. If the Penn Master Lease, Amended Pinnacle Master Lease, Amended and Restated Caesars Master Lease or Boyd Master Lease is not
respected as a true lease for U.S. federal income tax purposes, we may fail to qualify to be taxed as a REIT. Furthermore, our qualification as a REIT will
depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Our
ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a
precise determination, and for which we will not obtain independent appraisals.
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In addition, subject to certain exceptions, rents received or accrued by us from Penn, Caesars, Boyd, or their subsidiaries, will not be treated as
qualifying rent for purposes of these requirements if we or an actual or constructive owner of 10% or more of our stock actually or constructively owns
10% or more of the total combined voting power of all classes of Penn stock, Caesars stock or Boyd stock entitled to vote or 10% or more of the total value
of all classes of Penn stock, Caesars stock or Boyd stock. Our charter provides for restrictions on ownership and transfer of our shares of stock, including
restrictions on such ownership or transfer that would cause the rents received or accrued by us from Penn, Caesars, Boyd, or their subsidiaries, to be treated
as non-qualifying rent for purposes of the REIT gross income requirements. Nevertheless, there can be no assurance that such restrictions will be effective
in ensuring that rents received or accrued by us from Penn, Caesars, Boyd, or their subsidiaries, will not be treated as qualifying rent for purposes of REIT
qualification requirements.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum U.S. federal income tax rate applicable to income from "qualified dividends" payable by U.S. corporations to U.S. shareholders that
are individuals, trusts and estates is currently 20%. Ordinary dividends payable by REITs, however, generally are not eligible for the reduced rates.
However, for taxable years that begin after December 31, 2017, and before January 1, 2026: (i) the U.S. federal income tax brackets generally applicable to
ordinary income of individuals, trusts and estates have been modified (with the rates generally reduced) and (ii) shareholders that are individuals, trusts or
estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including
dividends that are eligible for the reduced rates applicable to "qualified dividend income" or treated as capital gain dividends), subject to certain limitations.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive
investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely
affect the value of the stock of REITs, including our stock, even taking into account the lower 37% maximum rate for ordinary income and the 20%
deduction for ordinary REIT dividends received in taxable years beginning after December 31, 2017 and before January 1, 2026.
REIT distribution requirements could adversely affect our ability to execute our business plan.
We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and
excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal
corporate income tax does not apply to earnings that we distribute. To the extent that we satisfy this distribution requirement and qualify for taxation as a
REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital
gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4%
nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S.
federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of
taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization
payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at
disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, or pay dividends in the form of taxable in-kind
distributions of property, including potentially, shares of our common stock, to make distributions sufficient to enable us to pay out enough of our taxable
income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could
increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the
value of our stock. Restrictions on our indebtedness, including restrictions on our ability to incur additional indebtedness or make certain distributions,
could preclude us from meeting the 90% distribution requirement. Decreases in funds from operations due to unfinanced expenditures for acquisitions of
properties or increases in the number of shares of our common stock outstanding without commensurate increases in funds from operations each would
adversely affect our ability to maintain distributions to our shareholders. Moreover, the failure of Penn to make rental payments under the Penn Master
Lease, the Amended Pinnacle Master Lease or the Meadows Lease, as applicable, would materially impair our ability to make distributions. Consequently,
there can be no assurance that we will be able to make distributions at the anticipated distribution rate or any other rate.
Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state, and local taxes on our income and assets,
including taxes on any undistributed income and state or local income, property and transfer taxes. For example, we hold certain of our assets and conduct
related activities through TRS subsidiary corporations that are subject to
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federal, state, and local corporate-level income taxes as regular C corporations as well as state and local gaming taxes. In addition, we may incur a 100%
excise tax on transactions with a TRS if they are not conducted on an arm's-length basis. Any of these taxes would decrease cash available for distribution
to our shareholders.
Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.
To qualify to be taxed as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the
value of our assets consist of cash, cash items, government securities and "real estate assets" (as defined in the Code), including certain mortgage loans and
securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot
include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one
issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities
issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of
one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end
of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a
result, we may be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing our income and amounts
available for distribution to our shareholders.
In addition to the asset tests set forth above, to qualify to be taxed as a REIT we must continually satisfy tests concerning, among other things, the
sources of our income, the amounts we distribute to shareholders and the ownership of our stock. We may be unable to pursue investments that would be
otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with
the REIT requirements may hinder our ability to make certain attractive investments.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Income from certain hedging transactions that
we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or from
transactions to manage risk of currency fluctuations with respect to any item of income or gain that satisfy the REIT gross income tests (including gain
from the termination of such a transaction) does not constitute "gross income" for purposes of the 75% or 95% gross income tests that apply to REITs,
provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such
transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules,
we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our
hedging activities because the TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates that we would
otherwise want to bear. In addition, losses in the TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back
or forward against past or future taxable income in the TRS.
We could be subject to tax on any unrealized net built-in gains on the assets acquired from Pinnacle (prior to the Penn-Pinnacle Merger), which could
have a material and adverse effect on our business and financial condition.
We own appreciated assets that were held by a C corporation before we acquired them in a transaction in which the adjusted tax basis of the assets
in our ownership is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation. If we dispose of any such appreciated
assets during the five-year period following our acquisition of the assets from the C corporation, we will be subject to tax at the highest corporate tax rates
on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that they were acquired by us over the adjusted tax
basis of such assets on such date, which are referred to as built-in gains. The assets acquired from Pinnacle (prior to the Penn-Pinnacle Merger) are
expected to have significant built-in-gains. Because, prior to the original Pinnacle transaction, Pinnacle was a C corporation, if we dispose of any such
appreciated assets during the five-year period following the transactions, we will be subject to tax at the highest corporate tax rates on any gain from such
assets to the extent of the built-in-gain in such assets at the time of the transaction.
We would be subject to this tax liability even if we continue to qualify and maintain our status as a REIT. Any recognized built-in gain will retain
our character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement. Any
tax on the recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets we might
otherwise sell during the five-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances
that such a taxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we
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will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time we became a REIT. The amount of tax
could be significant.
Risks Related to Our Capital Structure
We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
As of December 31, 2020, we had approximately $5.8 billion in long-term indebtedness, net of unamortized debt issuance costs, bond premiums
and original issuance discounts, consisting of:
•
•
•
$424.0 million of total indebtedness outstanding under our senior unsecured credit facility (the "Credit Facility");
$5,375.0 million of outstanding senior unsecured notes; and
approximately $0.9 million of finance lease liabilities related to certain assets.
We may incur additional indebtedness in the future to refinance our existing indebtedness or to finance newly-acquired properties. Any significant
additional indebtedness could require a substantial portion of our cash flow to make interest and principal payments due on our indebtedness. Greater
demands on our cash resources may reduce funds available to us to pay dividends, make capital expenditures and acquisitions, or carry out other aspects of
our business strategy. Increased indebtedness may also limit our ability to adjust rapidly to changing market conditions, make us more vulnerable to general
adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels
and/or borrowing costs. Increased future debt service obligations may limit our operational flexibility, including our ability to acquire properties, finance or
refinance our properties, contribute properties to joint ventures or sell properties as needed. If we incur additional indebtedness or such other obligations,
the risks associated with our leverage, including our possible inability to service our debt, may increase.
We may be unable to obtain additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our
financial obligations under indebtedness outstanding from time to time (if any). If financing is not available when needed, or is available on unfavorable
terms, we may be unable to develop new or enhance our existing properties, complete acquisitions or otherwise take advantage of business opportunities or
respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
We have a material amount of indebtedness which could have significant effects on our business including the following:
•
•
•
•
•
•
•
•
it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, acquisitions, debt service
requirements and general corporate or other purposes;
a material portion of our cash flows will be dedicated to the payment of principal and interest on our indebtedness, including indebtedness
we may incur in the future, and will not be available for other purposes, including to make acquisitions;
it could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and place us at a
competitive disadvantage compared to our competitors that have less debt or are less leveraged;
it could make us more vulnerable to downturns in general economic or industry conditions or in our business, or prevent us from carrying
out activities that are important to our growth;
it could increase our interest expense if interest rates in general increase because our indebtedness under the Credit Facility bears interest
at floating rates;
it could limit our ability to take advantage of strategic business opportunities;
it could make it more difficult for us to satisfy our obligations with respect to our indebtedness. Any failure to comply with the
obligations of any of our debt instruments could result in an event of default which, if not cured or waived, could result in the acceleration
of our indebtedness under the Credit Facility and other outstanding debt obligations; and
it could impact our ability to pay dividends to our shareholders.
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We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under
our Credit Facility or from other debt financing, in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If we do
not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as
refinancing or restructuring our indebtedness, selling assets or seeking to raise additional capital, including by issuing equity securities or securities
convertible into equity securities. Our ability to restructure or refinance our indebtedness will depend on the capital markets and our financial condition at
such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could
further restrict our business operations. Our inability to generate sufficient cash flow to satisfy our debt service requirements or to refinance our obligations
on commercially reasonable terms may have an adverse effect, which could be material to our business, financial position or results of operations.
Our shareholders may be subject to significant dilution caused by the additional issuance of equity securities.
If and when additional funds are raised through the issuance of equity securities, including under our "at the market" offering program relating to
our common stock (the "ATM Program") or in connection with future acquisitions, our shareholders may experience significant dilution. Additionally, sales
of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of
our common stock, make it more difficult for our shareholders to sell their GLPI common stock at a time and price that they deem appropriate and impair
our future ability to raise capital through an offering of our equity securities.
Adverse changes in our credit rating may affect our borrowing capacity and borrowing terms.
Our outstanding debt is periodically rated by nationally recognized credit rating agencies. The credit ratings are based upon our operating
performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to both our industry
and the economic outlook. Our credit rating may affect the amount of capital we can access, as well as the terms of any financing we obtain. Because we
rely in part on debt financing to fund growth, the absence of an investment grade credit rating or any credit rating downgrade may have a negative effect on
our future growth.
If we cannot obtain additional capital, our growth may be limited.
As described above, in order to qualify and maintain our qualification as a REIT each year, we are required to distribute at least 90% of our REIT
taxable income, excluding net capital gains, to our shareholders. As a result, our retained earnings available to fund acquisitions, development, or other
capital expenditures are nominal, and we rely upon the availability of additional debt or equity capital to fund these activities. Our long-term ability to grow
through acquisitions or development, which is an important component of our strategy, may be limited if we cannot obtain additional debt financing or raise
equity capital. Market conditions may make it difficult to obtain debt financing or raise equity capital, and we cannot assure you that we will be able to
obtain additional debt or equity financing or that we will be able to obtain such capital on favorable terms.
An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price.
If interest rates increase, so could our interest costs for any new debt and our variable rate debt obligations. This increased cost could make the
financing of any acquisition more costly, as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt
when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties
have to credit, thereby decreasing the amount they are willing to pay for our assets and consequently limiting our ability to reposition our portfolio
promptly in response to changes in economic or other conditions.
Further, the dividend yield on our common stock, as a percentage of the price of such common stock, may influence the price of such common
stock. Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which may
adversely affect the market price of our common stock.
The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to our revolving credit facility and our
Term Loan A-2. Both of these debt instruments are indexed to LIBOR which is expected to be phased out between December 31, 2021 through June 30,
2023. The discontinuance of LIBOR would affect our interest expense and earnings. The borrowings under our Credit Facility will be subject to the
expected LIBOR transition. LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”). We are
currently monitoring the transition and cannot be certain whether SOFR will become the standard rate for our variable rate debt. However, the transition
away from LIBOR rates will likely require us to renegotiate our revolving credit facility. We intend to continue to monitor the developments with respect to
the phase out of LIBOR and work with our lenders to minimize the impact of any LIBOR
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transition on our financial condition and results of operations, but can provide no assurances regarding the impact of the discontinuance of LIBOR.
Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business,
financial position or results of operations.
The agreements governing our indebtedness contain customary covenants, including restrictions on our ability to grant liens on our assets, incur
indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations and pay certain dividends and other restricted payments.
Specifically, our debt agreements contain the following financial covenants: a maximum total debt to total asset value ratio of 60% (subject to increase to
65% for specified periods in connection with certain acquisitions), a minimum fixed charge coverage ratio of 1.5 to 1, a maximum senior secured debt to
total asset value ratio of 40% and a maximum unsecured debt to unencumbered asset value ratio of 60%. These restrictions may limit our operational
flexibility. Covenants that limit our operational flexibility as well as defaults under our debt instruments could have a material adverse effect on our
business, financial position or results of operations.
Risk Factors Relating to Our Acquisition of Penn, Pinnacle and Tropicana's Gaming Properties
Our recourse against Tropicana, including for any breaches under the Amended Real Estate Purchase Agreement or the Tropicana Merger Agreement,
is limited.
As is customary for a public company target in a merger and acquisition transaction, Tropicana has no obligation to indemnify us or Caesars for
any breaches of its representations and warranties or covenants included in the Merger Agreement and the Real Estate Purchase Agreement, or for any pre-
closing liabilities or claims. While we have certain arrangements in place with Caesars in connection with certain limited pre-closing liabilities, if any
issues arise post-closing (other than as provided for in the Amended and Restated Caesars Master Lease), we may not be entitled to sufficient, or any,
indemnification or recourse from Tropicana or Caesars, which could have a materially adverse impact on our business and results of operations.
Penn has contractual obligations to indemnify us for certain liabilities, including liabilities as successor in interest to Pinnacle. However, there can be
no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that Penn's ability to satisfy its and
Pinnacle's indemnification obligations will not be impaired in the future.
Penn has contractual obligations to indemnify us for certain liabilities, including liabilities as successor in interest to Pinnacle. However, third
parties could seek to hold us responsible for any of the liabilities that Penn and Pinnacle agreed to retain, and there can be no assurance that Penn will be
able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Penn any amounts for which we are held
liable, we may be temporarily required to bear these losses while seeking recovery from Penn and such recovery could have a material adverse impact on
Penn's financial condition and ability to pay rent due under the Penn Master Lease and/or the Amended Pinnacle Master Lease.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. PROPERTIES
Rental Properties
As of December 31, 2020, the Company had 45 rental properties, consisting of the real property associated with 33 gaming and related facilities
operated by Penn, the real property associated with seven gaming and related facilities operated by Caesars, the real property associated with four gaming
and related facilities operated by Boyd and the real property associated with the Casino Queen in East St. Louis, Illinois. All rental properties are subject to
long-term triple-net leases. For additional information pertaining to our tenant leases and our rental properties see Item 1.
TRS Segment
Hollywood Casino Baton Rouge
Hollywood Casino Baton Rouge is a dockside riverboat casino located on approximately 21.1 acres, which we own, on the east bank of the
Mississippi River in the East Baton Rouge Downtown Development District. The property site serves as the dockside embarkation for Hollywood Casino
Baton Rouge and features a two-story building. We also own approximately 4.0 acres of land which features a railroad underpass that provides unimpeded
access to the casino property.
Hollywood Casino Perryville
We own 36.3 acres of land in Perryville, Maryland where Hollywood Casino Perryville is located. The property is located directly off Interstate 95 in
Cecil County, Maryland just 35 miles northeast of Baltimore and 70 miles from Washington, D.C.
Tropicana Las Vegas
This property was acquired on April 16, 2020 from Penn in exchange for $307.5 million of rent credits. We own approximately 35 acres on the
strip of Las Vegas, Nevada and the real estate of the casino which has a 1,467 room hotel and structured and surface parking. An affiliate of Penn continues
to operate the casino and hotel business pursuant to a triple net lease with the Company for nominal rent for the earlier of two years (subject to three one-
year extensions at the Company's option).
Corporate Office
The Company's corporate headquarters building is located in Wyomissing, Pennsylvania and is owned by the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions
and other matters arising in the normal course of business. The Company does not believe that the financial outcome of these matters will have a material
adverse effect on the Company's consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate
insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and,
therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company's consolidated financial condition
or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising
from such matters.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF
PART II
EQUITY SECURITIES
Market Information
Our common stock is quoted on the NASDAQ Global Select Market under the symbol "GLPI." As of February 16, 2021, there were approximately
720 holders of record of our common stock.
Dividend Policy
The Company's annual dividend is greater than or equal to at least 90% of its REIT taxable income on an annual basis, determined without regard to
the dividends paid deduction and excluding any net capital gains. U.S. federal income tax law generally requires that a REIT annually distribute at least
90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay regular corporate rates
to the extent that it annually distributes less than 100% of its taxable income.
Cash available for distribution to GLPI shareholders is derived from income from real estate and the income of the TRS Segment. All distributions
will be made by GLPI at the discretion of its Board of Directors and will depend on the financial position, results of operations, cash flows, capital
requirements, debt covenants, applicable laws and other factors as the Board of Directors of GLPI deems relevant. See Note 18 to the consolidated financial
statements for further details on dividends.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Operations
GLPI is a self-administered and self-managed Pennsylvania REIT. The Company was formed from the 2013 tax-free spin-off of the real estate
assets of Penn and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of Penn. On November 1, 2013, Penn contributed
to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn's real property interests and
real estate development business, as well as the assets and liabilities of the TRS Properties and then spun-off GLPI to holders of Penn's common and
preferred stock in the Spin-Off. The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated
as a REIT and the Company, together with an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP
Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville)
as a "taxable REIT subsidiary" effective on the first day of the first taxable year of GLPI as a REIT. In addition, during 2020, the Company and Tropicana
LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a “taxable
REIT subsidiary”. As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets (as of the consummation of the Spin-Off)
and leases back most of those assets to Penn for use by its subsidiaries, under the Penn Master Lease and owns and operates the TRS Properties through its
indirect wholly-owned subsidiary, GLP Holdings, Inc. The assets and liabilities of GLPI were recorded at their respective historical carrying values at the
time of the Spin-Off.
GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease
arrangements. As of December 31, 2020, GLPI's portfolio consisted of interests in 48 gaming and related facilities, including the TRS Segment, the real
property associated with 33 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by
Caesars, the real property associated with 4 gaming and related facilities operated by Boyd and the real property associated with the Casino Queen in East
St. Louis, Illinois. These facilities, including our corporate headquarters building, are geographically diversified across 16 states and contain approximately
24.3 million square feet. As of December 31, 2020, our properties were 100% occupied. We expect to continue growing our portfolio by pursuing
opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.
Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease
In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle for approximately $4.8 billion. GLPI originally leased
these assets back to Pinnacle, under the Pinnacle Master Lease, the term of which expires on April 30, 2031, with no purchase option, followed by four
remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions. On October 15, 2018, the Company completed the
previously announced Penn-Pinnacle Merger to accommodate Penn's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement
and plan of merger between Penn and Pinnacle, dated December 17, 2017. Concurrent with the Penn-Pinnacle Merger, the Company amended the Pinnacle
Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra
Casino Resort from Pinnacle to Boyd and entered into the Boyd Master Lease for these properties on terms similar to the Company’s Amended Pinnacle
Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and
expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions.
The Company also purchased the real estate assets of Plainridge Park from Penn for $250.0 million, exclusive of transaction fees and taxes and added this
property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by Penn at the consummation of the Penn-Pinnacle
Merger. The Company also entered into the Belterra Park Loan with Boyd in connection with Boyd's acquisition of Belterra Park. In May 2020, the
Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease with a Boyd affiliate
operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent is comprised of a fixed component,
part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the
performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of
Belterra Park during the preceding two years in excess of a contractual baseline.
The Meadows Lease
The real estate assets of the Meadows are leased to Penn pursuant to the Meadows Lease. The Meadows Lease commenced on September 9, 2016
and has an initial term of 10 years, with no purchase option, and the option to renew for
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three successive 5-year terms and one 4-year term (exercisable by the tenant) on the same terms and conditions. The Meadows Lease contains a fixed
component, subject to annual escalators, and a component that is based on the performance of the facility, which is reset every two years to an amount
determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year period. The Meadows Lease contains an
annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5% until the earlier of ten years
or the year in which total rent is $31 million, at which point the escalator will be reduced to 2% annually thereafter.
Amended and Restated Caesars Master Lease and Lumière Place Lease
On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana and certain of
its affiliates pursuant to the Real Estate Purchase Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended
on October 1, 2018. Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana
Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge from Tropicana for an aggregate cash
purchase price of $964.0 million, exclusive of transaction fees and taxes. Concurrent with the Tropicana Acquisition, Caesars acquired the operating assets
of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and
a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of the Caesars Master Lease. Additionally, on
October 1, 2018, the Company entered into the CZR loan in connection with Caesars’s acquisition of Lumière Place. The CZR loan was satisfied and
replaced with the Lumière Place Lease on September 29, 2020, the initial term of which expires on October 31, 2033, with 4 separate renewal options of
five years each, exercisable at the tenants' option. The Lumière Place Lease rent is subject to an annual escalator of up to 2% if certain rent coverage ratio
thresholds are met. On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars
Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the
variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year increase annual land base rent to approximately
$23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building
base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease year, 1.75% in the
seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit
Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with
one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino –
Black Hawk, Waterloo, Bettendorf or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is
at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable (vi) permit Caesars to elect to sell its interest in Belle of Baton
Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the
satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of
facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay. The effectiveness of the Amended and
Restated Caesars Master Lease was subject to the review of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance
notice periods which were received on July 23, 2020. On December 18, 2020, the Company and Caesars completed an Exchange Agreement with
subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the
Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.
Tropicana Las Vegas
On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property
associated with the Tropicana Las Vegas from Penn in exchange for rent credits of $307.5 million, which were applied against future rent obligations due
under the parties' existing leases during 2020. An affiliate of Penn will continue to operate the casino and hotel business of the Tropicana Las Vegas
pursuant to a triple net lease with GLPI for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until
the Tropicana Las Vegas is sold. We will conduct a sale process with respect to the Tropicana Las Vegas, with Penn receiving 75% of the net proceeds
above $307.5 million (plus certain taxes, expenses and costs) if a sale agreement is signed during the first 12 months following closing and 50% of net
proceeds above $307.5 million (plus certain taxes, expenses and costs) if a sale agreement is signed during the subsequent 12 months following closing.
Penn will not be entitled to receive any net sale proceeds if the relevant sale agreement is signed at any time after 24 months from closing.
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Morgantown Lease
On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's
gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by Penn in the fourth
quarter of 2020. The Company is leasing the land back to an affiliate of Penn pursuant to the Morgantown Lease for an initial annual rent of $3.0 million,
provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the
remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of
the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by
1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase
for such lease year subject to escalation provisions following the opening of the property.
Hollywood Casino Baton Rouge
On November 25, 2020, the Company entered into a definitive agreement to sell the operations of our Hollywood Casino Baton Rouge to Casino
Queen Holding Company Inc. ("Casino Queen") for $28.2 million. The Company will retain ownership of all real estate assets at Hollywood Casino Baton
Rouge and will simultaneously enter into a master lease with Casino Queen, which will include the Casino Queen property in East St. Louis that is
currently leased by us to them and the Hollywood Casino Baton Rouge facility. The initial annual cash rent will be approximately $21.4 million and the
lease will have an initial term of 15 years with four 5 year renewal options exercisable by the tenant. This rental amount will be increased annually by 0.5%
for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease
year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease
year.Additionally, the Company will complete the current landside development project that is in process and the rent under the master lease will be
adjusted upon delivery to reflect a yield of 8.25% on GLPI's project costs. The Company will also have a right of first refusal with Casino Queen for other
sale leaseback transactions up to $50 million over the next 2 years. Finally, upon the closing of the transaction, which is anticipated to occur in mid 2021,
subject to regulatory approvals and customary closing conditions, GLPI will forgive the Casino Queen Loan which has been previously written off in return
for a one-time cash payment of $4 million.
Hollywood Casino Perryville
On December 11, 2020, Penn agreed to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville,
Maryland, for $31.1 million, with the closing of such purchase, subject to regulatory approvals, expected to occur during calendar year 2021 on a date
selected by Penn with reasonable prior notice to the Company unless otherwise agreed by both parties. Upon closing, the Company will lease the real estate
assets of the Perryville facility to Penn pursuant to a lease providing for initial annual rent of $7.77 million, $5.83 million of which will be subject to
escalation provisions beginning in the second lease year through the fourth lease year and shall increase by 1.50% and then to 1.25% for the remaining
lease term. The escalation provisions beginning in the fifth lease year are subject to CPI being at least 0.5% for the preceding lease year.
As of December 31, 2020, the majority of our earnings are the result of the rental revenues we receive from our triple-net master leases with Penn,
Boyd and Caesars. Additionally, we have rental revenue from the Casino Queen property which is leased back to a third-party operator on a triple-net basis
pursuant to the Casino Queen Lease. In addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all
insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's
interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services
necessary or appropriate for the leased properties and the business conducted on the leased properties.
Additionally, in accordance with ASC 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land
rights and ground lease expense within the Consolidated Statement of Income as we have concluded that as the lessee we are the primary obligor under the
ground leases. We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.
Gaming revenue for our TRS Properties is derived primarily from gaming on slot machines and to a lesser extent, table game and poker revenue,
which is highly dependent upon the volume and spending levels of customers at our TRS Properties. Other revenues at our TRS Properties are derived from
our dining, retail and certain other ancillary activities.
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Our Competitive Strengths
We believe the following competitive strengths will contribute significantly to our success:
Geographically Diverse Property Portfolio
As of December 31, 2020, our portfolio consisted of 48 gaming and related facilities, including 45 rental properties, the TRS Segment. Our
portfolio, including our corporate headquarters building, comprises approximately 24.3 million square feet and approximately 5,700 acres of land and is
broadly diversified by location across 16 states. We expect that our geographic diversification will limit the effect of a decline in any one regional market
on our overall performance.
Financially Secure Tenants
Three of the company's tenants, Penn, Caesars and Boyd, are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-
mutuel properties and established gaming providers with strong financial performance. All three of these tenants raised significant amounts of capital in
2020 to bolster their liquidity positions in response to COVID-19. Additionally, all of the aforementioned tenants are publicly traded companies that are
subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K
and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC"). Readers are directed to Penn's, Caesar's and
Boyd's respective websites for further financial information on these companies.
Long-Term, Triple-Net Lease Structure
Our real estate properties are leased under long-term triple-net leases guaranteed by our tenants, 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, including coverage of
the landlord's interests, taxes levied on or with respect to the leased properties (other than taxes on our income) and all utilities and other services necessary
or appropriate for the leased properties and the business conducted on the leased properties.
Resilient Regional Gaming Characteristics
We believe that the recession resulting from COVID-19 pandemic has illustrated the resiliency of the regional gaming market. In spite of all our
properties being forced to close during mid-March 2020, the Company collected all contractual rents, inclusive of rent credits, due in 2020. Furthermore,
our tenants' results since they have reopened has been strong and in some cases better than prior to COVID-19, due to their increased focus on cost
efficiencies and decreasing and/or eliminating lower margin amenities. Although we are unable to predict whether these results will continue, we believe
that our assets should generate substantial cash flows well into the future for both ourselves and our tenants.
Flexible UPREIT Structure
We have the flexibility to operate through an umbrella partnership, commonly referred to as an UPREIT structure, in which substantially all of our
properties and assets are held by GLP Capital or by subsidiaries of GLP Capital. Conducting business through GLP Capital allows us flexibility in the
manner in which we structure and acquire properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers in exchange
for limited partnership units, which provides property owners the opportunity to defer the tax consequences that would otherwise arise from a sale of their
real properties and other assets to us. As a result, this structure potentially may facilitate our acquisition of assets in a more efficient manner and may allow
us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations. We believe that this flexibility will provide us an
advantage in seeking future acquisitions.
Experienced and Committed Management Team
Our management team has extensive gaming and real estate experience. Peter M. Carlino, our chief executive officer, has more than 30 years of
experience in the acquisition and development of gaming facilities and other real estate projects. Through years of public company experience, our
management team also has extensive experience accessing both debt and equity capital markets to fund growth and maintain a flexible capital structure.
Segment Information
Consistent with how our Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting) reviews and assesses our
financial performance, we have two reportable segments, GLP Capital and the TRS Segment. The GLP Capital reportable segment consists of the leased
real property and represents the majority of our business. The TRS Segment consists of our operations at Hollywood Casino Perryville and Hollywood
Casino Baton Rouge, as well as the real estate of Tropicana Las Vegas we acquired in 2020.
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Executive Summary
Financial Highlights
We reported total revenues and income from operations of $1,153.2 million and $809.3 million, respectively, for the year ended December 31,
2020, compared to $1,153.5 million and $717.4 million, respectively, for the year ended December 31, 2019. The major factors affecting our results for the
year ended December 31, 2020, as compared to the year ended December 31, 2019, were as follows:
•
Total income from real estate was $1,050.2 million and $1,025.1 million for the years ended December 31, 2020 and 2019, respectively. Total
income from real estate increased by $25.1 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019,
primarily due to favorable non-cash straight line rent adjustments on our Amended Pinnacle Master Lease, Boyd Master Lease and Amended and
Restated Caesars Master Lease. Additionally current year results were positively impacted by higher building base rents as the majority of our
leases incurred escalators in 2019. This was partially offset by lower percentage rent from the Amended Pinnacle Master Lease and Boyd Master
Lease which reset on May 1, 2020 and the Meadows Lease which reset on October 1, 2020 as well as lower ground rents due to the casino closures
related to COVID-19. Finally, 2020 results were negatively impacted by lower percentage rent on the Penn Master Lease due to the temporary
closures of Hollywood Casino Columbus and to a lesser extent, Hollywood Casino Toledo from mid-March 2020 to June 19, 2020.
• Net revenues for our TRS Properties decreased by $25.4 million for the year ended December 31, 2020, as compared to the prior year, due to
decreased revenues at both TRS Properties. The largest driver of the decrease resulted from the temporary closures of the properties during 2020
due to COVID-19. The TRS Properties were closed in mid-March 2020. Hollywood Casino Baton Rouge reopened to the public on May 18, 2020
and Hollywood Casino Perryville reopened on June 19, 2020 with various restrictions to limit capacity in accordance with regulatory
requirements.
•
Total operating expenses decreased by $92.2 million for the year ended December 31, 2020, as compared to the prior year, primarily driven by a
non-cash gain on the disposition of property related to the Evansville swap transaction of $41.4 million, the $13 million loan impairment charge
recorded on the Casino Queen Loan in 2019, lower land rights and ground lease expense due primarily to the acceleration of amortization of
expense related to the ground lease for the closure of the Resorts Casino Tunica property and lower ground rents due to the casino closures from
COVID-19 and decreased expenses at both TRS Properties during 2020 due to the temporary closures from COVID-19. Finally, depreciation
expense declined due primarily to the acceleration of $10.3 million related to the closure of the Resorts Casino Tunica property in 2019.
• Other expenses, net decreased by $22.1 million for the year ended December 31, 2020, as compared to the prior year, primarily due to lower
interest expense resulting from the refinancing of long term debt.
• Net income increased by $114.8 million for the year ended December 31, 2020, as compared to the prior year, primarily due to the variances
explained above.
Segment Developments
The following are recent developments that have had or are expected to have an impact on us by segment:
GLP Capital
• Due to temporary casino closures that occurred during 2020 as a result of COVID-19, for our leases that contain variable rent which is
reset on varying schedules depending on the lease, we would expect downward resets. In the aggregate, the portion of our cash rents that
are variable represented approximately 15% of our 2020 full year cash rental income. Of that variable rent, approximately 29% resets
every five years which is associated with our Penn Master Lease and Casino Queen Lease, 41% resets every two years and 30% resets
monthly which is associated with the Penn Master Lease (of which approximately 51% is subject to a floor or $22.9 million annually for
Hollywood Casino Toledo). The percentage rent in the Penn Master Lease decreased by $4.0 million for the year ended December 31,
2020 compared to the year ended 2019 due to the temporary closures of Hollywood Casino Columbus and to a lesser extent, Hollywood
Casino Toledo from mid-March 2020 to June 19, 2020, which was partially offset by the strong reopening performance of these
properties in the third quarter of 2020 as well as the benefit Hollywood Casino Toledo experienced due to the
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Detroit, Michigan gaming market being closed until August 5, 2020 and being closed once again from November 18, 2020 to December
23, 2020.
The variable rent resets in the Amended Pinnacle Master Lease and the Boyd Master Lease reset for the two year period ended April 30,
2020, which resulted in a $5.0 million and a $1.4 million reduction in annual variable rent on each of these leases, respectively, which
will prevail for the subsequent two year period through April 30, 2022. In addition, the Meadows Lease variable rent reset occurred in
October 2020 which lowered variable rent annually by $2.1 million. The Caesars Master Lease variable rent reset was scheduled to occur
in October 2020; however, the variable rent component was removed in its entirety commencing with the third lease year in connection
with the Amended and Restated Caesars Master Lease. We have no other variable resets scheduled to occur until 2022.
The fact that several wholly-owned subsidiaries of Penn lease a substantial number of our properties which account for a significant
portion of our revenue, pursuant to two master leases and a single property lease.
•
•
• On April 16, 2020, we acquired from Penn the real property assets of Tropicana Las Vegas in return for $307.5 million in rent credits.
There can be no assurance that we will realize a return on this investment.
• On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under
Penn's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized in
2020. The Company is leasing the land back to an affiliate of Penn pursuant to the Morgantown Lease for an initial annual rent of $3.0
million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually
(on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and
(ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5%
for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the
CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year subject to escalation provisions
following the opening of the property.
•
In connection with the Exchange Agreement with Caesars described earlier, whereby the Company acquired Waterloo and Bettendorf to
replace Tropicana Evansville under the Amended and Restated Caesars Master Lease, the Company recorded a non-cash gain of $41.4
million in the fourth quarter of 2020, which represented the difference between the fair value of the properties received compared to the
carrying value of Tropicana Evansville and the cash payment of $5.7 million made to Caesars.
• On October 27, 2020, the Company entered into a series of definitive agreements pursuant to which a subsidiary of Bally's will acquire
100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company will reacquire the
real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the
Company entered into a real estate purchase agreement with Bally's pursuant to which the Company will purchase the real estate assets of
the Dover Downs Hotel & Casino, located in Dover, Delaware which is currently owned and operated by Bally's, for a cash purchase
price of approximately $144.0 million. At the closing of the transactions, which is expected in mid-2021, subject to regulatory approvals,
the Tropicana Evansville and Dover Downs Hotel and Casino facilities will be added to the Bally's Master Lease. The Company
anticipates that the Bally's Master Lease will have an initial term of 15 years, with no purchase option, followed by four five-year renewal
options (exercisable by the tenant) on the same terms and conditions. Rent under the Bally's Master Lease will be $40.0 million annually
and is subject to an annual escalator of up to 2% determined in relation to the annual increase in the Consumer Price Index. On November
6, 2020, the Company issued 9.2 million common shares at $36.25 to partially finance the funding required for this transaction.
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TRS Segment
•
The Company's wholly-owned and operated TRS Properties closed in mid-March 2020 due to the COVID-19 outbreak. Our property in
Baton Rouge reopened on May 18, 2020 and our property in Perryville, Maryland reopened on June 19, 2020 with enhanced safety
protocols and capacity restrictions. To date, both properties have performed well in spite of lower attendance levels; however we are
unable to predict whether this will continue as we believe results have benefited from pent up demand, reduced competition from non-
gaming leisure related activities and federal stimulus benefits.
• As previously discussed, the Company has entered into definitive agreements to sell the operations of the TRS Properties while
maintaining the real estate assets and in turn entering into lease agreements with the operators. These transactions are subject to
customary closing conditions and regulatory approvals and are anticipated to close in mid-2021.
• On April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas from
Penn. This asset has been placed in the Company's TRS Segment. An affiliate of Penn will continue to operate the casino and hotel
business of the Tropicana Las Vegas pursuant to a triple net lease with GLPI for nominal rent for the earlier of two years (subject to three
one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold. The Company will conduct a sale process with
respect to the Tropicana Las Vegas, with Penn receiving 75% of the net proceeds above $307.5 million (plus certain taxes, expenses and
costs) if a sale agreement is signed during the first 12 months following closing and 50% of net proceeds above $307.5 million (plus
certain taxes, expenses and costs) if a sale agreement is signed during the subsequent 12 months following closing. Penn will not be
entitled to receive any net sale proceeds if the relevant sale agreement is signed at any time after 24 months from closing.
Critical Accounting Estimates
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated
financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly
uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, income taxes, and real estate investments as
critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are
appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated
financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could
have a material adverse effect on our consolidated financial condition.
Leases
As a REIT, the majority of our revenues are derived from rent received from our tenants under long-term triple-net leases. Currently, we have
master leases with Penn, Caesars and Boyd under which we lease thirty one, six and three properties, respectively, to these tenants. We also have a long-
term lease with Casino Queen and separate single property leases with Penn, Caesars and Boyd. The accounting guidance under ASC 842 is complex and
requires the use of judgments and assumptions by management to determine the proper accounting treatment of a lease. We perform a lease classification
test upon the entry into any new tenant lease or lease modification to determine if we will account for the lease as an operating or sales-type lease. The
revenue recognition model and thus the presentation of our financial statements is significantly different under operating leases and sales-type leases.
Under the operating lease model, as the lessor, the assets we own and lease to our tenants remain on our balance sheet as real estate investments
and we record rental revenues on a straight-line basis over the lease term. This includes the recognition of percentage rents that are fixed and determinable
at the lease inception date on a straight-line basis over the entire lease term, resulting in the recognition of deferred rental revenue on our consolidated
balance sheets. Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term. The lease term includes
the initial non-cancelable lease term and any reasonably assured renewal periods. Contingent rental income that is not fixed and determinable at lease
inception is recognized only when the lessee achieves the specified target.
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Under the sales-type lease model, however, at lease inception we would record an investment in sales-type lease on our consolidated balance sheet
rather than recording the actual assets we own. Furthermore, the cash rent we receive from tenants is not entirely recorded as rental revenue, but rather a
portion is recorded as interest income and a portion is recorded as a reduction to the lease receivable. Under ASC 842, for leases with both land and
building components, leases may be bifurcated between operating and sales-type leases. To determine if our real estate leases trigger full or partial sales-
type lease treatment we conduct the five lease tests outlined in ASC 842 below. If a lease meets any of the five criteria below, it is accounted for as a sales-
type lease.
1) Transfer of ownership - The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. This criterion is met in
situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a
nominal fee, for example, the minimum required by statutory regulation to transfer title.
2) Bargain purchase option - The lease contains a bargain purchase option, which is a provision allowing the lessee, at its option, to purchase the
leased property for a price which is sufficiently lower than the expected fair value of the property at the date the option becomes exercisable and that is
reasonably certain to be exercised.
3) Lease term - The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls
at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.
4) Minimum lease payments - The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already
reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.
5) Specialized nature - The underlying asset is of such specialized nature that it is expected to have no alternative use to the lessor at the end of the
lease term.
Additionally, the adoption of ASC 842 requires us to record right-of-use assets and lease liabilities on balance sheet for the assets we lease from
third-party landlords, including equipment and real estate. As a lessee, we utilize our own incremental borrowing rate as the discount rate utilized to
determine the initial lease liability and right-of-use asset we record on balance sheet, as well as the lease's classification as an operating or finance lease,
using the same tests outlined above. Although both operating and finance leases result in the same right-of-use asset and lease liability being recorded on
balance sheet at lease inception, the expense profile of the two lease types differs, in that expense is straight-lined over the term of an operating lease, while
the expense profile under a finance lease is front-loaded. Furthermore, expense under the operating lease model is classified simply as lease expense,
whereas the finance lease model breaks the expense into the interest expense and asset amortization expense.
The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value
of the underlying leased assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise all renewal options (in order
to determine the lease term), the estimated remaining economic life of the leased assets, and an allocation of rental income received under our Master
Leases to the underlying leased assets. A slight change in estimate or judgment can result in a materially different financial statement presentation.
Income Taxes
We elected on our U.S. federal income tax return for our taxable year that began on January 1, 2014 to be treated as a REIT and we, together with
an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino
Cruises, Inc. and Penn Cecil Maryland, Inc. as a "taxable REIT subsidiary" effective on the first day of the first taxable year of GLPI as a REIT. In addition,
during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas, elected
to treat Tropicana LV, LLC as a “taxable REIT subsidiary”. We intend to continue to be organized and to operate in a manner that will permit us to qualify
as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of
our annual REIT taxable income to shareholders determined without regard to the dividends paid deduction and excluding any net capital gain, and meet
the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels, and diversity of stock
ownership.
As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our shareholders. If we fail to
qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable
income at regular corporate income tax rates, and dividends paid to our
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Table of Contents
shareholders would not be deductible by us in computing taxable income. Any resulting corporate liability could be substantial and could materially and
adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we
also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a
REIT. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.
Our TRS Segment is able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities
of the Company which occur within our TRS Segment are subject to federal and state income taxes.
Real Estate Investments
Real estate investments primarily represent land and buildings leased to the Company's tenants. Real estate investments that we received in
connection with the Spin-Off were contributed to us at Penn's historical carrying amount. We record the acquisition of real estate at fair value, including
acquisition and closing costs. The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous
costs incurred during the development period until the project is substantially complete and available for occupancy. We consider the period of future
benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful lives of the
buildings and building improvements. If we used a shorter or longer estimated useful life, it could have a material impact on our results of operations.
We continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be
recoverable or realized. The factors considered by the Company in performing these assessments include evaluating whether the tenant is current on their
lease payments, the tenant’s rent coverage ratio, the financial stability of the tenant and its parent company, and any other relevant factors. When indicators
of potential impairment suggest that the carrying value of a real estate investment may not be recoverable, we estimate the fair value of the investment by
calculating the undiscounted future cash flows from the use and eventual disposition of the investment. This amount is compared to the asset's carrying
value. If we determine the carrying amount is not recoverable, we would recognize an impairment charge equivalent to the amount required to reduce the
carrying value of the asset to its estimated fair value, calculated in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). We group
our real estate investments together by lease, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the
recoverability of the carrying value, we must make assumptions regarding future cash flows and other factors. Factors considered in performing this
assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand,
competition and other factors. If these estimates or the related assumptions change in the future, we may be required to record an impairment loss.
Results of Operations
The following are the most important factors and trends that contribute or may contribute to our operating performance:
•
•
•
•
The fact that several wholly-owned subsidiaries of Penn lease a substantial number of our properties, pursuant to two master leases and two single
property leases and account for a significant portion of our revenue.
The risks related to economic conditions, including uncertainty related to COVID-19 and the effect of such conditions on consumer spending for
leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and annual rent escalators we
receive from our tenants as outlined in the long-term triple-net leases with these tenants.
The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business
opportunities.
The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the IRS and the U.S. Department
of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect
GLPI's investors or GLPI.
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The consolidated results of operations for the years ended December 31, 2020 and 2019 are summarized below:
Year Ended December 31,
2020
2019
Total revenues
Total operating expenses
Income from operations
Total other expenses
Income before income taxes
Income tax expense
Net income
$
$
1,153,165
343,891
809,274
(299,686)
509,588
3,877
505,711
1,153,473
436,050
717,423
(321,778)
395,645
4,764
390,881
$
(in thousands)
$
In accordance with the SEC's recent amendments to modernize and simplify Regulation S-K, the Company has omitted the discussion comparing
its operating results for the year ended December 31, 2019 to its operating results for the year ended December 31, 2018 from its Annual Report on Form
10-K for the year ended December 31, 2020. Readers are directed to Item 7 of the Company's Annual Report on Form 10-K for the year ended December
31, 2019 for these disclosures.
Certain information regarding our results of operations by segment for the years ended December 31, 2020 and 2019 is summarized below:
GLP Capital
TRS Segment
Total
Total Revenues
Year Ended December 31,
Income (Loss) from Operations
Year Ended December 31,
2020
2019
2020
2019
(in thousands)
$ 1,050,166 $ 1,025,082 $
102,999
128,391
$ 1,153,165 $ 1,153,473 $
792,467 $
16,807
809,274 $
694,215
23,208
717,423
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FFO, AFFO and Adjusted EBITDA
Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-GAAP financial measures used by
the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which
is used as a bonus metric. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating
performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate
values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time.
FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a
supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with
GAAP), excluding (gains) or losses from sales of property and real estate depreciation. We define AFFO as FFO excluding stock based compensation
expense, the amortization of debt issuance costs, bond premiums and original issuance discounts, other depreciation, amortization of land rights, straight-
line rent adjustments, losses on debt extinguishment, and loan impairment charges, reduced by maintenance capital expenditures. Finally, we define
Adjusted EBITDA as net income excluding interest, taxes on income, depreciation, (gains) or losses from sales of property, stock based compensation
expense, straight-line rent adjustments, amortization of debt issuance costs, bond premiums and original issuance discounts, amortization of land rights,
losses on debt extinguishment, and loan impairment charges.
FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows
from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows
from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should
not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements,
or to make interest payments on our indebtedness. Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be
comparable to similarly titled measures reported by other real estate companies, including REITs due to the fact that not all real estate companies use the
same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.
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The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the years ended December 31, 2020 and
2019 is as follows:
Year Ended December 31,
2019
2020
(in thousands)
$
$
$
$
505,711 $
(41,393)
220,069
684,387 $
4,576
10,904
12,022
10,503
20,004
18,113
—
(3,130)
757,379 $
281,573
3,877
3,130
(10,503)
1,035,456 $
390,881
92
230,716
621,689
34,574
9,719
18,536
11,455
16,198
21,014
13,000
(3,017)
743,168
300,764
4,764
3,017
(11,455)
1,040,258
Net income
(Gains) losses from dispositions of property
Real estate depreciation
Funds from operations
Straight-line rent adjustments
Other depreciation
Amortization of land rights
Amortization of debt issuance costs, bond premiums and original issuance discounts
Stock based compensation
Losses on debt extinguishment
Loan impairment charges
Capital maintenance expenditures
Adjusted funds from operations
Interest, net
Income tax expense
Capital maintenance expenditures
Amortization of debt issuance costs, bond premiums and original issuance discounts
(1)
(1)
Adjusted EBITDA
(1)
Such amortization is a non-cash component included in interest, net.
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The reconciliation of each segment’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the years ended December 31, 2020 and
2019 is as follows:
Net income (loss)
(Gains) losses from dispositions of property
Real estate depreciation
Funds from operations
Straight-line rent adjustments
Other depreciation
Amortization of land rights
Amortization of debt issuance costs, bond
premiums and original issuance discounts
(1)
Stock based compensation
Losses on debt extinguishment
Loan impairment charges
Capital maintenance expenditures
Adjusted funds from operations
Interest, net
Income tax expense
Capital maintenance expenditures
Amortization of debt issuance costs, bond
(2)
premiums and original issuance discounts
(1)
Adjusted EBITDA
GLP Capital
Year Ended December 31,
2019
2020
TRS Segment
Year Ended December 31,
2019
2020
(in thousands)
$
$
$
508,060 $
(41,402)
220,069
686,727 $
4,576
1,972
12,022
10,503
20,004
18,113
—
(186)
753,731 $
265,597
697
186
382,184 $
8
230,716
612,908 $
34,574
1,992
18,536
11,455
16,198
21,014
13,000
(22)
729,655 $
290,360
657
22
(2,349) $
9
—
(2,340) $
—
8,932
—
—
—
—
—
(2,944)
3,648 $
15,976
3,180
2,944
(10,503)
1,009,708 $
(11,455)
1,009,239 $
$
—
25,748 $
8,697
84
—
8,781
—
7,727
—
—
—
—
—
(2,995)
13,513
10,404
4,107
2,995
—
31,019
(1)
Such amortization is a non-cash component included in interest, net.
(2)
Interest expense, net for the GLP Capital segment is net of an intercompany interest elimination of $16.0 million and $10.4 million for the years
ended December 31, 2020 and 2019.
Net income, FFO, AFFO, and Adjusted EBITDA for our GLP Capital segment were $508.1 million, $686.7 million, $753.7 million and $1,009.7
million, respectively, for the year ended December 31, 2020. This compared to net income, FFO, AFFO, and Adjusted EBITDA, for our GLP Capital
segment of $382.2 million, $612.9 million, $729.7 million and $1,009.2 million, respectively, for the year ended December 31, 2019. The increase in net
income in our GLP Capital segment was primarily driven by a $73.2 million decrease in operating expenses from a gain on the disposition of property
related to the Evansville swap transaction of $41.4 million in 2020, lower land right and ground lease expense due to the acceleration of these items for the
Penn closure of its Resorts Casino Tunica property in 2019 and a $13.0 million loan impairment charge related to the Casino Queen Loan in 2019. The
Company also had a $27.7 million decrease in other expenses, resulting from lower interest expense due to refinancing activities and lower debt
extinguishment charges, along with a $25.1 million increase in income from real estate.
The increase in income from real estate in our GLP Capital segment was primarily due to favorable non-cash straight-line rent adjustments of
$30.0 million on our Amended Pinnacle Master Lease, Boyd Master Lease and Amended and Restated Caesars Master Lease in accordance with ASC 842.
We also experienced higher building base rents as the majority of our leases incurred escalators in 2019. This was partially offset by lower percentage rent
resets that occurred on May 1, 2020 for the Amended Pinnacle Master Lease of $3.3 million and the Boyd Master Lease of $0.9 million due primarily to the
impact of the casino closures from COVID-19, lower percentage rent of $4.0 million on the Penn Master Lease due to the temporary closure of Hollywood
Casino Columbus and to a lesser extent, Hollywood Casino Toledo from mid-March 2020 to June 19, 2020 due to COVID-19, and lower percentage rent on
the Meadows Lease as the variable rent reset occurred in October 2020 which decreased percentage rent by $0.5 million.
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The decrease in operating expenses in our GLP Capital segment for the year ended December 31, 2020 as compared to the prior year period was
primarily from a gain on the disposition of property related to the Evansville swap transaction of $41.4 million along with lower depreciation expense and
land right amortization expense in our REIT segment of $24.1 million primarily from lower rent expense on the Company's long term ground leases due to
the impact of COVID-19 and the acceleration of depreciation and amortization in 2019 resulting from the closing of Penn's Resorts Casino Tunica property.
Additionally, there was a loan impairment charge of $13.0 million for the year ended December 31, 2019 related to the Casino Queen Loan. These items
were partially offset by charges of $6.3 million associated with severance and stock based compensation acceleration charges for the departure of our
former chief financial officer.
The decrease in other expenses, net for the year ended December 31, 2020 compared to the prior year was driven by lower interest expense from
our refinancing activities that occurred in the third quarter of 2019 and first quarter of 2020 and lower debt extinguishment charges compared to the prior
year.
The increase in FFO for our GLP Capital segment for the year ended December 31, 2020 is due to the items described above, excluding gains from
the disposition of property and real estate depreciation. The increase in AFFO is due to the items described above, excluding the impact of straight-line rent
adjustments, loan impairment charges and the other items listed on the previous table.
The net loss of $2.3 million for our TRS Segment for the year ended December 31, 2020 as compared to the net income of $8.7 million for the
prior year is primarily related to the impact of the mandated closures of our facilities during mid-March 2020 to May and June 2020 due to COVID-19
along with an increase in depreciation expense related to the acquisition of Tropicana Las Vegas.
Revenues
Revenues for the years ended December 31, 2020 and 2019 were as follows (in thousands):
Rental income
Interest income from real estate loans
Total income from real estate
Gaming, food, beverage and other
Total revenues
Total income from real estate
Year Ended December 31,
2020
1,031,036 $
19,130
1,050,166
102,999
1,153,165 $
$
$
2019
Variance
996,166 $
28,916
1,025,082
128,391
1,153,473 $
34,870
(9,786)
25,084
(25,392)
(308)
Percentage
Variance
3.5 %
(33.8)%
2.4 %
(19.8)%
— %
For the years ended December 31, 2020 and 2019, total income from real estate was $1,050.2 million and $1,025.1 million, respectively, for our
GLP Capital segment. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in
land rights and ground lease expense within the consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor
under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.
Total income from real estate increased $25.1 million, or 2.4%, for the year ended December 31, 2020, as compared to the year ended
December 31, 2019. As previously discussed, this was primarily due to favorable non-cash straight line rent adjustments on our Amended Pinnacle Master
Lease, Boyd Master Lease and the Amended and Restated Caesars Master Lease in accordance with ASC 842. Additionally the current year was positively
impacted by higher building base rents as the majority of our leases incurred escalators in 2019. This was partially offset by lower ground lease rents due to
the impact of COVID-19, lower percentage rent from the Amended Pinnacle Master Lease and Boyd Master Lease which reset on May 1, 2020 and the
Meadows Lease which reset on October 1, 2020. Finally, the year ended December 31, 2020 was negatively impacted by lower percentage rent on the Penn
Master Lease due to the closures of Hollywood Casino Columbus and to a lesser extent, Hollywood Casino Toledo.
The reason for the decline in interest income from real estate loans was due to the CZR loan and Belterra Park Loan both being satisfied in 2020 as
the Company acquired the real estate subject to the Lumière Place Lease and the Belterra Park Lease. See Note 8 in the Notes to the Consolidated Financial
Statements for further details.
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Details of the Company's income from real estate for the year ended December 31, 2020 was as follows (in thousands):
Year Ended December 31,
2020
Penn
Master
Lease
Amended
Pinnacle
Master
Lease
Caesars
Master
Lease
Lumiere
Lease
Boyd
Master
Lease
Belterra
Lease
PENN -
Meadows
Lease
Casino
Queen
Lease
PENN
Morgantown
Lease
Total
Building base rent
$
279,406 $
227,201 $
62,156 $
5,828 $
75,643 $
1,783 $
15,811 $
9,101 $
— $
676,929
Land base rent
Percentage rent
Total cash rental income
(1)
Straight-line rent
adjustments
Ground rent in revenue
Other rental revenue
93,969
82,595
71,256
28,452
15,916
10,020
—
—
11,785
10,308
1,263
1,211
—
—
10,637
5,424
750
—
194,939
148,647
$
455,970 $
326,909 $
88,092 $
5,828 $
97,736 $
4,257 $
26,448 $ 14,525 $
750 $ 1,020,515
8,926
2,317
—
(10,555)
5,770
—
(2,980)
5,299
—
—
—
—
(1,448)
1,519
—
(808)
2,289
—
—
192
—
—
—
—
—
—
(4,576)
14,905
192
Total rental income
$
467,213 $
322,124 $
90,411 $
5,828 $
97,807 $
3,449 $
28,929 $ 14,525 $
750 $ 1,031,036
Interest income from
mortgaged real estate
Total income from real
estate
—
—
—
16,976
—
2,154
—
—
—
19,130
$
467,213 $
322,124 $
90,411 $
22,804 $
97,807 $
5,603 $
28,929 $ 14,525 $
750 $ 1,050,166
(1) Included in cash rental income were rent credits of $337.5 million that were recognized in connection with the Tropicana Las Vegas and Morgantown
transactions with Penn. See Note 7 in the Notes to the Consolidated Financial Statements for additional information.
Gaming, food, beverage and other revenue
Gaming, food, beverage and other revenue for our TRS Properties decreased by $25.4 million, or 19.8%, for the year ended December 31, 2020, as
compared to the year ended December 31, 2019. These properties were closed in mid-March 2020 due to COVID-19. Hollywood Casino Baton Rouge
reopened to the public on May 18, 2020 and Hollywood Casino Perryville reopened on June 19, 2020 with various restrictions to limit capacity in
accordance with regulatory requirements. Results since reopening have exceeded the corresponding periods in the prior years as spend per visit has
increased which has more than offset lower visitation levels.
Operating Expenses
Operating expenses for the years ended December 31, 2020 and 2019 were as follows (in thousands):
Gaming, food, beverage and other
Land rights and ground lease expense
General and administrative
Gains (losses) from disposition of properties
Depreciation
Loan impairment charges
Total operating expenses
Gaming, food, beverage and other expense
Year Ended December 31,
2020
2019
Variance
Percentage
Variance
$
$
56,698 $
29,041
68,572
(41,393)
230,973
—
343,891 $
74,700 $
42,438
65,385
92
240,435
13,000
436,050 $
(18,002)
(13,397)
3,187
(41,485)
(9,462)
(13,000)
(92,159)
(24.1)%
(31.6)%
4.9 %
(45,092.4)%
(3.9)%
N/A
(21.1)%
Gaming, food, beverage and other expense for our TRS Properties decreased by approximately $18.0 million, or 24.1%, for the year ended
December 31, 2020, as compared to the year ended December 31, 2019, primarily due to the impact of COVID-19, which temporarily forced our TRS
Properties to close as previously discussed.
Land rights and ground lease expense
Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.
Land rights and ground lease expense decreased by $13.4 million, or 31.6%, for the year
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ended December 31, 2020, as compared to the year ended December 31, 2019, primarily due to the acceleration of amortization expense of $6.3 million
related to the closure of Penn's Resorts Casino Tunica property in 2019 and lower ground lease rents paid by our tenants in 2020 that are based on the
facilities' revenues which declined due to the impact of COVID-19. We sublease these ground leases back to our tenants, who are responsible for payment
directly to the applicable landlord. These amounts are required to be recorded in both revenue and expense within the consolidated statements of income as
we have concluded that as the lessee the Company is the primary obligor under the ground leases.
General and administrative expense
General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional
services and costs associated with development activities. General and administrative expenses increased by $3.2 million, or 4.9%, for the year ended
December 31, 2020, as compared to the year ended December 31, 2019. This is primarily attributable to the negative impact from severance and stock
acceleration charges of $6.3 million, related to the departure of our former chief financial officer which were partially offset by lower payroll costs
primarily attributable to the temporary closures of our TRS Properties due to COVID-19 and lower bonus expense.
Gains and losses from dispositions of property
In connection with the Exchange Agreement with Caesars, whereby the Company acquired Waterloo and Bettendorf to replace Tropicana
Evansville under the Amended and Restated Caesars Master Lease, the Company recorded a non-cash gain of $41.4 million in the fourth quarter of 2020
which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash
payment of $5.7 million.
Depreciation expense
Depreciation expense decreased by $9.5 million, or 3.9%, to $231.0 million for the year ended December 31, 2020 as compared to the year ended
December 31, 2019, primarily due to the closure of the Resorts Casino Tunica property in 2019 which resulted in the acceleration of $10.3 million of
depreciation expense to bring the net book value related to the building value of this property to zero.
Loan impairment charges
On March 17, 2017 the Company provided the Casino Queen Loan to CQ Holding Company, to partially finance its acquisition of Lady Luck
Casino in Marquette, Iowa. During 2018, the operating results of Casino Queen declined substantially and Casino Queen defaulted under its senior credit
agreement and also the Casino Queen Loan. As a result, the operations of Casino Queen were put up for sale during the fourth quarter of 2018. At
December 31, 2018, active negotiations for the sale of Casino Queen's operations were taking place and full payment of the principal was still expected,
due to the anticipation that the operations were to be sold in the near term for an amount allowing for repayment of the full $13.0 million of loan principal
due to GLPI.
During 2019, the operating results of Casino Queen continued to decline, the secured debt of Casino Queen was sold to a third-party casino
operator at a discount and the Company no longer expected the Casino Queen Loan to be repaid. Therefore, the Company recorded an impairment charge
of $13.0 million through the Consolidated Statement of Income for the year ended December 31, 2019 to reflect the write-off of the Casino Queen Loan.
Other income (expenses)
Other income (expenses) for the years ended December 31, 2020 and 2019 were as follows (in thousands):
Interest expense
Interest income
Losses on debt extinguishment
Total other expenses
Year Ended December 31,
2020
2019
Variance
Percentage
Variance
$
$
(282,142) $
569
(18,113)
(299,686) $
(301,520) $
756
(21,014)
(321,778) $
19,378
(187)
2,901
22,092
(6.4)%
(24.7)%
(13.8)%
(6.9)%
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Interest expense
For the year ended December 31, 2020, interest expense related to our fixed and variable rate borrowings was $282.1 million, as compared to
$301.5 million in the year ended December 31, 2019. Interest expense decreased primarily due to refinancing activities, such as the issuance of $400
million of 3.35% senior unsecured notes due 2024 and $700 million of 4.000% senior unsecured notes due 2030 during the third quarter of 2019. These
proceeds were utilized to repay higher cost unsecured borrowings with near term maturities. Interest expense also benefited from the first quarter 2020
redemption of $215.2 million of 4.875% senior unsecured notes that were due in November 2020 and $400.0 million of 4.375% of senior unsecured notes
that were due in April 2021, which were funded by borrowings under our revolving credit facility. Towards the end of the first quarter of 2020, we fully
drew down our revolving credit facility by borrowing just over $530 million to increase liquidity levels given the near term uncertainty associated with
COVID-19. We subsequently repaid all of our outstanding advances on our revolving credit facility on June 25, 2020, with cash on hand and the net
proceeds from our 4.00%, $500 million unsecured note issuance due in January 2031 and Term Loan A-2 borrowings. On August 18, 2020, we raised an
additional $200 million of 4.00%, unsecured notes at a premium to par and used the proceeds to repay Term Loan A-1 borrowings. Although these latter
two transactions had a negative impact on interest expense they further increased the duration and fixed rate nature of our debt profile.
Losses on debt extinguishment
In the first quarter of 2020, the Company redeemed all $215.2 million aggregate principal amount of the Company's outstanding 4.875% senior
unsecured notes due in November 2020 and all $400 million aggregate principal amount of the Company's outstanding 4.375% senior unsecured notes due
in April 2021, resulting in the retirement of such senior notes. The Company recorded losses on the early extinguishment of debt related to the current year
retirements of $18.1 million for the year ended December 31, 2020 primarily for call premium charges and debt issuance write-offs.
On September 12, 2019, the Company completed a cash tender offer (the "2019 Tender Offer") to purchase its $1,000 million aggregate principal
amount 4.875% Senior Unsecured Notes due 2020 (the "2020 Notes"). The Company received early tenders from the holders of approximately $782.6
million in aggregate principal of the 2020 Notes, or approximately 78% of its outstanding 2020 Notes, in connection with the 2019 Tender Offer at a price
of 102.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date. Subsequent to the early tender deadline, an
additional $2.2 million in aggregate principal of the 2020 Notes was tendered at a price of 99.337% of the unpaid principal amount plus accrued and unpaid
interest through the settlement date, for a total redemption of $784.8 million of the 2020 Notes. The Company recorded a loss on the early extinguishment
of debt related to the 2019 Tender Offer, of approximately $21.0 million, for the difference between the reacquisition price of the tendered 2020 Notes and
their net carrying value.
Taxes
Our income tax expense decreased $0.9 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019. During
the year ended December 31, 2020, we had income tax expense of approximately $3.9 million, compared to income tax expense of $4.8 million during the
year ended December 31, 2019. Our income tax expense is primarily driven from the operations of the TRS Segment, which are taxed at the corporate rate.
Our effective tax rate (income taxes as a percentage of income before income taxes) was 0.8% and 1.2% for the years ended December 31, 2020 and 2019,
respectively.
Liquidity and Capital Resources
Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of
debt and equity securities.
Net cash provided by operating activities was $428.1 million and $750.3 million during the years ended December 31, 2020 and 2019,
respectively. The decrease in net cash provided by operating activities of $322.2 million for the year ended December 31, 2020 as compared to the year
ended December 31, 2019 was primarily due to a decrease in cash receipts from tenants and customers of $361.6 million, partially offset by $21.9 million
and $13.4 million decreases in cash paid for operating expenses and interest, respectively. The decrease in cash receipts collected from our tenants and
customers for the year ended December 31, 2020 as compared to the corresponding period in the prior year was primarily due to the recognition of $337.5
million in non-cash rent recognized in connection with the Tropicana Las Vegas and Morgantown transactions and the impact of COVID-19, which forced
our TRS Properties to temporarily close in mid-March 2020 until May and June of 2020. The reason for the decline in cash paid for operating expenses is
primarily attributable to the temporary closures of our TRS properties.
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Investing activities used net cash of $9.5 million and $2.8 million during the years ended December 31, 2020 and 2019, respectively. Net cash
used in investing activities during the year ended December 31, 2020 primarily consisted of capital expenditures of $3.1 million and $5.9 million for the
acquisition of real estate assets primarily relating to the Evansville swap transaction. Net cash used in investing activities during the year ended
December 31, 2019 primarily consisted of capital expenditures of $3.0 million, partially offset by proceeds from sales of property and equipment of $0.2
million.
Financing activities provided net cash of $63.2 million during the year ended December 31, 2020 and used net cash of $746.4 million during the
year ended December 31, 2019. Net cash provided by financing activities for the year ended December 31, 2020 was driven by $2,076.4 million of
proceeds from the issuance of long-term debt and $320.9 million of net proceeds from the issuance of common stock. During the year ended December 31,
2020, we issued approximately 9.2 million shares of our common stock in a primary equity offering and approximately 0.1 million shares of common stock
through our ATM. This was partially offset by repayments of long-term debt of $2,060.9 million, dividend payments of $230.5 million, $15.7 million of
premium and related costs paid on the tender of senior unsecured notes, taxes paid related to shares withheld for tax purposes on restricted stock award
vestings of $15.3 million and financing costs of $11.6 million.
Net cash used in financing activities for the year ended December 31, 2019 was driven by repayments of long-term debt of $1,477.9 million,
dividend payments of $589.1 million, $18.9 million of premium and related costs paid on the tender of senior unsecured notes, taxes paid related to shares
withheld for tax purposes on restricted stock award vestings, net of stock option exercises of $9.1 million and financing costs of $10.0 million, partially
offset by $1,358.9 million of proceeds from the issuance of long-term debt. During the year ended December 31, 2019, the Company issued $1,100.0
million par value in new senior unsecured notes, completed a cash tender for a portion of our 2020 Notes, partially repaid borrowings under our Term Loan
A-1 and revolving credit facilities and launched a $600 million ATM Program.
Capital Expenditures
Capital expenditures are accounted for as either capital project or capital maintenance (replacement) expenditures. Capital project expenditures are
for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of
construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and
available for occupancy. Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are
obsolete, worn out or no longer cost effective to repair.
During the years ended December 31, 2020 and 2019 we spent approximately $3.1 million and $3.0 million respectively, for capital maintenance
expenditures. The majority of the capital maintenance expenditures were for slot machines and slot machine equipment at our TRS Properties. Our tenants
are responsible for capital maintenance expenditures at our leased properties.
Debt
Senior Unsecured Credit Facility
Prior to June 25, 2020, the Company's senior unsecured credit facility (the "Credit Facility"), consisted of a $1,175 million revolving credit facility
(the "Revolver") with a maturity date of May 21, 2023, and a $449 million Term Loan A-1 facility with a maturity date of April 28, 2021.
The Company fully drew down on its Revolver in the first quarter of 2020 to increase its liquidity position and repay certain senior unsecured
notes as described below. On June 25, 2020, the Company entered into an amendment to the Credit Facility (as amended, the "Amended Credit Facility"
which extended the maturity date of approximately $224 million of outstanding Term Loan A-1 facility borrowings to May 21, 2023, which term loans are
now classified as a new tranche of term loans (Term Loans A-2). Additionally, the Company borrowed incremental Term Loans A-2 totaling $200 million.
Furthermore, on June 25, 2020, the Company also closed on an offering of $500 million of 4.00% unsecured senior notes due in January 2031 priced at a
slight discount to par. The Company utilized the proceeds from these two financings along with cash on hand to repay all outstanding obligations under its
Revolver. On August 18, 2020, the Company borrowed an additional $200 million of 4.00% unsecured senior notes due in January 2031 priced at a
premium to par. The Company utilized the net proceeds from this additional borrowing to repay indebtedness under the Term Loan A-1 facility.
At December 31, 2020, the Amended Credit Facility had a gross outstanding balance of $424.0 million, consisting of the $424.0 million Term
Loan A-2 facility. No amounts were outstanding under the Revolver. Additionally, at December 31,
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2020, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Facility with face amounts aggregating
approximately $0.4 million, resulting in $1,174.6 million of available borrowing capacity under the Revolver.
The interest rates payable on the loans are, at the Company's option, equal to either a LIBOR rate or a base rate plus an applicable margin, which
ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings
assigned to the Amended Credit Facility. At December 31, 2020, the applicable margin was 1.50% for LIBOR loans and 0.50% for base rate loans. In
addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the Revolver at a rate that ranges from 0.15%
to 0.35% per annum, depending on the credit ratings assigned to the Amended Credit Facility. At December 31, 2020, the commitment fee rate was 0.25%.
The Company is not required to repay any loans under the Amended Credit Facility prior to maturity and may prepay all or any portion of the loans under
the Amended Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders. The
Company's wholly owned subsidiary, GLP Capital is the primary obligor under the Amended Credit Facility, which is guaranteed by GLPI.
The Amended Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and
its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay
certain dividends and other restricted payments. The Amended Credit Facility contains the following financial covenants, which are measured quarterly on
a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of
certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum
tangible net worth and its status as a REIT. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status,
subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance
with the financial covenants and the absence of defaults. The Amended Credit Facility also contains certain customary affirmative covenants and events of
default, including the occurrence of a change of control and termination of the Penn Master Lease (subject to certain replacement rights). The occurrence
and continuance of an event of default under the Amended Credit Facility will enable the lenders under the Amended Credit Facility to accelerate the loans
and terminate the commitments thereunder. At December 31, 2020, the Company was in compliance with all required financial covenants under the
Amended Credit Facility.
Senior Unsecured Notes
At December 31, 2020, the Company had an outstanding balance of $5,375.0 million of senior unsecured notes (the "Senior Notes").
In the first quarter of 2020, the Company redeemed all $215.2 million aggregate principal amount of the Company’s outstanding 4.875% senior
unsecured notes due in November 2020 and all $400 million aggregate principal amount of the Company’s outstanding 4.375% senior unsecured notes due
in April 2021, incurring a loss on the early extinguishment of debt related to the redemption of $17.3 million, primarily for call premium charges and debt
issuance write-offs.
On June 25, 2020, the Company issued $500 million of 4.00% senior unsecured notes due January 2031 at an issue price equal to 98.827% of the
principal amount to repay indebtedness under its Revolver. On August 18, 2020 the Company issued an additional $200 million of 4.00% senior unsecured
notes due January 2031 at an issue price equal to 103.824% of the principal amount to repay Term Loan A-1 indebtedness, incurring a loss on the early
extinguishment of debt of $0.8 million, related to debt issuance write-offs. These bond offerings have extended the maturities of our long-term debt.
On August 29, 2019, the Company issued $400 million of 3.35% Senior Unsecured Notes maturing on September 1, 2024 at an issue price equal
to 99.899% of the principal amount (the "2024 Notes") and $700 million of 4.00% Senior Unsecured Notes maturing on January 15, 2030 at an issue price
equal to 99.751% of the principal amount (the "2030 Notes"). Interest on the 2024 Notes is payable semi-annually on March 1 and September 1 of each
year, commencing on March 1, 2020. Interest on the 2030 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January
15, 2020. The net proceeds from the sale of the 2024 Notes and 2030 Notes were used to (i) finance the Company's cash tender offer to purchase its 4.875%
Senior Unsecured Notes due 2020 (described below) (ii) repay outstanding borrowings under the Company's revolving credit facility and (iii) repay a
portion of the outstanding borrowings under the Company's Term Loan A-1 facility.
On September 12, 2019, the Company completed a cash tender offer (the "2019 Tender Offer") to purchase its $1,000 million aggregate principal
amount 4.875% Senior Unsecured Notes due 2020 (the "2020 Notes"). The Company received early tenders from the holders of approximately $782.6
million in aggregate principal of the 2020 Notes, or approximately 78% of its
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outstanding 2020 Notes, in connection with the 2019 Tender Offer at a price of 102.337% of the unpaid principal amount plus accrued and unpaid interest
through the settlement date. Subsequent to the early tender deadline, an additional $2.2 million in aggregate principal of the 2020 Notes was tendered at a
price of 99.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date, for a total redemption of $784.8 million of
the 2020 Notes. The Company recorded a loss on the early extinguishment of debt related to the 2019 Tender Offer, of approximately $21.0 million, for the
difference between the reacquisition price of the tendered 2020 Notes and their net carrying value.
The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal
amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with
accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their
maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not
including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular
series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price
equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase
date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.
The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), two wholly-owned subsidiaries of GLPI, and are
guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured
obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Credit Facility, and senior in right of payment
to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate
with another company; and make certain amendments to the Penn Master Lease. The Senior Notes also require the Company to maintain a specified ratio
of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
At December 31, 2020, the Company was in compliance with all required financial covenants under its Senior Notes.
Finance Lease Liability
The Company assumed the finance lease obligations related to certain assets at its Aurora, Illinois property. GLPI recorded the asset and liability
associated with the finance lease on its consolidated balance sheet. The original term of the finance lease is 30 years and it will terminate in 2026.
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Summarized financial information for Subsidiary Issuers and Parent Guarantor
As of December 31, 2020
As of December 31, 2019
Real estate investments, net
Real estate loans
Right-of-use assets and land rights, net
Cash and cash equivalents
Long term debt, net of unamortized debt
issuance costs, bond premiums and original
issuance discounts
Accrued interest
Lease liabilities
Deferred rental revenue
Revenues
Income from operations
Interest expense
Net income
$
$
2,720,767
—
121,866
480,066
5,754,689
72,285
58,654
265,891
For the year ended December
31, 2020
580,428
446,708
(282,142)
146,323
$
$
2,514,806
246,000
181,593
4,281
5,737,962
60,695
89,856
271,837
For the year ended December
31, 2019
575,451
384,170
(301,520)
61,734
The financial information presented above is that of the subsidiary issuers and parent guarantor and the financial information of non-issuer subsidiaries
has been excluded. The financial information of subsidiary issuers and the parent guarantor has been presented on a combined basis; however, the only
asset on the parent guarantor balance sheet is its investment in subsidiaries which is not included in the presentation above in accordance with the
disclosure requirements.
We had no off-balance sheet arrangements at December 31, 2020 and 2019.
Distribution Requirements
We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and
excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal
corporate income tax does not apply to earnings that we distribute. To the extent that we satisfy this distribution requirement and qualify for taxation as a
REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital
gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4%
nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S.
federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.
While the Company's Board of Directors declared a cash dividend of $0.70 for the first quarter of 2020, quarterly dividends of $0.60 per share on
the Company's common stock were declared for both the second, third and fourth quarters. These dividends consisted of a combination of cash and shares
of the Company's common stock. The cash component of the dividend (other than cash paid in lieu of fractional shares) did not exceed 20% in the
aggregate, or $0.12 per share, with the balance, or $0.48 per share, payable in shares of the Company's common stock. This quarterly dividend level
reflected the impact of the COVID-19 closures on the Company's business.
LIBOR Transition
The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to our revolving credit facility and our
Term Loan A-2. Both of these debt instruments are indexed to LIBOR which is expected to be phased out during late 2021 through mid-2023. The
discontinuance of LIBOR would affect our interest expense and earnings. The borrowings under our Amended Credit Facility will be subject to the
expected LIBOR transition. LIBOR is currently expected
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to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”). We are currently monitoring the transition and cannot be certain
whether SOFR will become the standard rate for our variable rate debt.
Outlook
Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with
amounts available under our Amended Credit Facility, will be adequate to meet our anticipated debt service requirements, capital expenditures, working
capital needs and dividend requirements. During 2020, we refinanced our near term debt obligations and as such have no significant obligations coming due
until 2023 and we issued common shares in advance of the planned 2021 closing of the Bally's transaction. We also announced a project to move our
Hollywood Casino Baton Rouge property landside in early 2022. On December 15, 2020, we announced that Penn had exercised its option to acquire the
gaming operations at Hollywood Casino Perryville for $31.1 million and that we entered into an agreement to sell the gaming operations of Hollywood
Casino Baton Rouge for $28.2 million to Casino Queen. The Company will retain ownership of the real estate assets at Hollywood Casino Baton Rouge
and will simultaneously enter into the Casino Queen Master Lease. Rent under the Casino Queen Master Lease will be adjusted upon completion of the
project to reflect a yield of 8.25% on the Company's project costs. Both transactions are expected to close in the second half of 2021, subject to regulatory
approvals and other customary closing conditions.
In addition, we expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties. If we
consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds
through a combination of either common equity (including under our ATM Program) and/or debt offerings. Our future operating performance and our
ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond
our control. See "Risk Factors-Risks Related to Our Capital Structure" of this Annual Report on Form 10-K for a discussion of the risk related to our capital
structure.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We face market risk exposure in the form of interest rate risk. These market risks arise from our debt obligations. We have no international
operations. Our exposure to foreign currency fluctuations is not significant to our financial condition or results of operations.
GLPI’s primary market risk exposure is interest rate risk with respect to its indebtedness of $5,799.9 million at December 31, 2020. Furthermore,
$5,375.0 million of our obligations are the senior unsecured notes that have fixed interest rates with maturity dates ranging from two and one-half years to
ten years. An increase in interest rates could make the financing of any acquisition by GLPI more costly, as well as increase the costs of its variable rate
debt obligations. Rising interest rates could also limit GLPI’s ability to refinance its debt when it matures or cause GLPI to pay higher interest rates upon
refinancing and increase interest expense on refinanced indebtedness. GLPI may manage, or hedge, interest rate risks related to its borrowings by means of
interest rate swap agreements. GLPI also expects to manage its exposure to interest rate risk by maintaining a mix of fixed and variable rates for its
indebtedness. However, the provisions of the Code applicable to REITs substantially limit GLPI’s ability to hedge its assets and liabilities.
The table below provides information at December 31, 2020 about our financial instruments that are sensitive to changes in interest rates. For debt
obligations, the table presents notional amounts maturing in each fiscal year and the related weighted-average interest rates by maturity dates. Notional
amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates for our variable rate debt
are based on implied forward LIBOR rates at December 31, 2020.
Long-term debt:
Fixed rate
Average interest rate
Variable rate
Average interest rate
(1)
1/01/21-
12/31/21
1/01/22-
12/31/22
1/01/23- 12/31/23
1/01/24-
12/31/24
1/01/25 12/31/25
Thereafter
Total
Fair Value at
12/31/2020
(in thousands)
$
$
—
$
—
$
500,000
5.38 %
—
$
—
$
424,019
2.02 %
$
$
400,000
3.35 %
—
$
$
850,000
5.25 %
—
$
$
3,625,000
4.88 %
—
$
$
5,375,000
$
6,026,840
424,019
$
424,019
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(1)
Estimated rate, reflective of forward LIBOR plus the spread over LIBOR applicable to variable-rate borrowing. For considerations surrounding the
phase out of LIBOR refer to the Liquidity and Capital Resources discussion in this Annual Report on Form 10-K.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Gaming and Leisure Properties, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc. and Subsidiaries (the "Company") as of December
31, 2020 and 2019, the related consolidated statements of income, changes in shareholders’ equity (deficit), and cash flows, for each of the three years in
the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020
and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control -- Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2021, expressed an unqualified opinion on
the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Lease Classification - Lease Term - See Note 14 to the financial statements
Critical Audit Matter Description
The Company performs a lease classification test upon the entry into any new tenant lease or lease modification to determine if the Company will account
for the lease as an operating, sales-type lease, or direct financing lease. The accounting guidance under ASC 842 is complex and requires the use of
judgments and assumptions by management to determine the proper accounting treatment of a lease. The lease classification tests and the resulting
calculations require subjective judgments, such as determining the likelihood a tenant will exercise all renewal options, in order to determine the lease term.
A slight change in estimate or judgment can result in a material difference in the financial statement presentation.
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Given the significant judgments made by management to determine the expected lease term, we performed audit procedures to assess the reasonableness of
such judgments, which required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the judgments surrounding the determination of lease term for any new or reassessed lease included the following, among
others:
• We tested the effectiveness of the controls over management’s assessment of the likelihood a tenant would exercise all renewal options.
• We evaluated the significant judgments management made to determine the expected lease term by:
◦
◦
Evaluating the significance of the leased assets to the tenant’s operations by examining available information including tenant’s financial
statements.
Evaluating the Company’s historical pattern of tenant lease modifications by examining both confirming and contradictory evidence.
◦ Obtaining lease agreements to examine material lease provisions considered by management in their analysis.
/s/ Deloitte & Touche
New York, New York
February 19, 2021
We have served as the Company's auditor since 2016.
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Gaming and Leisure Properties, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
December 31, 2020
December 31, 2019
Assets
Real estate investments, net
Property and equipment, used in operations, net
Assets held for sale
Real estate of Tropicana Las Vegas, net
Real estate loans
Right-of-use assets and land rights, net
Cash and cash equivalents
Prepaid expenses
Goodwill
Other intangible assets
Deferred tax assets, net
Other assets
Total assets
Liabilities
Accounts payable
Accrued expenses
Accrued interest
Accrued salaries and wages
Gaming, property, and other taxes
Lease liabilities
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
Deferred rental revenue
Deferred tax liabilities
Other liabilities
Total liabilities
Commitments and Contingencies (Note 13)
Shareholders’ equity
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31,
2020 and December 31, 2019)
Common stock ($.01 par value, 500,000,000 shares authorized, 232,452,220 and 214,694,165 shares issued
and outstanding at December 31, 2020 and December 31, 2019, respectively)
Additional paid-in capital
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying Notes to the Consolidated Financial Statements.
61
$
$
$
$
7,287,158 $
80,618
61,448
304,831
—
769,197
486,451
2,098
—
—
5,690
36,877
9,034,368 $
375 $
398
72,285
5,849
146
152,203
5,754,689
333,061
359
39,985
6,359,350
7,100,555
94,080
—
—
303,684
838,734
26,823
4,228
16,067
9,577
6,056
34,494
8,434,298
1,006
6,239
60,695
13,821
944
183,971
5,737,962
328,485
279
26,651
6,360,053
—
—
2,325
4,284,789
(1,612,096)
2,675,018
9,034,368 $
2,147
3,959,383
(1,887,285)
2,074,245
8,434,298
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Gaming and Leisure Properties, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share data)
Year ended December 31,
2020
2019
2018
Revenues
Rental income
Income from direct financing lease
Interest income from real estate loans
Real estate taxes paid by tenants
Total income from real estate
Gaming, food, beverage and other
Total revenues
Operating expenses
Gaming, food, beverage and other
Real estate taxes
Land rights and ground lease expense
General and administrative
(Gains) losses from dispositions of properties
Depreciation
Loan impairment charges
Goodwill impairment charges
Total operating expenses
Income from operations
Other income (expenses)
Interest expense
Interest income
Losses on debt extinguishment
Total other expenses
Income before income taxes
Income tax expense
Net income
Earnings per common share:
Basic earnings per common share
Diluted earnings per common share
$
1,031,036 $
—
19,130
—
1,050,166
102,999
1,153,165
56,698
—
29,041
68,572
(41,393)
230,973
—
—
343,891
809,274
(282,142)
569
(18,113)
(299,686)
996,166 $
—
28,916
—
1,025,082
128,391
1,153,473
747,654
81,119
6,943
87,466
923,182
132,545
1,055,727
74,700
—
42,438
65,385
92
240,435
13,000
—
436,050
717,423
(301,520)
756
(21,014)
(321,778)
77,127
88,757
28,358
70,819
309
137,093
—
59,454
461,917
593,810
(247,684)
1,827
(3,473)
(249,330)
344,480
4,964
339,516
509,588
3,877
505,711 $
395,645
4,764
390,881 $
2.31 $
2.30 $
1.82 $
1.81 $
1.59
1.58
$
$
$
See accompanying Notes to the Consolidated Financial Statements.
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Gaming and Leisure Properties, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(in thousands, except share data)
Balance, December 31, 2017
Stock option activity
Restricted stock activity
Dividends paid ($2.57 per common share)
Adoption of new revenue standard
Net income
Balance, December 31, 2018
ATM Program offering costs, net of issuance of
common stock
Stock option activity
Restricted stock activity
Dividends paid ($2.74 per common share)
Net income
Balance, December 31, 2019
Issuance of common stock, net of costs
Restricted stock activity
Dividends paid ($2.50 per common share)
Net income
Common Stock
Shares
212,717,549 $
1,007,750
486,633
—
—
—
214,211,932
1,500
26,799
453,934
—
—
214,694,165
9,207,971
528,285
8,021,799
—
Balance, December 31, 2020
232,452,220 $
Amount
Additional
Paid-In
Capital
2,127 $
10
5
—
—
—
2,142
—
—
5
—
—
2,147
92
5
81
—
2,325 $
3,933,829 $
19,805
(1,131)
—
—
—
3,952,503
(255)
592
6,543
—
—
3,959,383
320,781
4,706
(81)
—
4,284,789 $
Accumulated
Deficit
(1,477,709) $
—
—
(550,435)
(410)
339,516
(1,689,038)
—
—
—
(589,128)
390,881
(1,887,285)
(230,522)
505,711
(1,612,096) $
Total
Shareholders’
Equity
2,458,247
19,815
(1,126)
(550,435)
(410)
339,516
2,265,607
(255)
592
6,548
(589,128)
390,881
2,074,245
320,873
4,711
(230,522)
505,711
2,675,018
See accompanying Notes to the Consolidated Financial Statements.
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Year ended December 31,
Operating activities
Gaming and Leisure Properties, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
2020
2019
2018
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
505,711 $
390,881 $
339,516
Depreciation and amortization
Amortization of debt issuance costs, bond premiums and discounts
(Gains) losses on dispositions of property
Deferred income taxes
Stock-based compensation
Straight-line rent adjustments
Deferred rent recognized
Losses on debt extinguishment
Loan and goodwill impairment charges
(Increase) decrease,
Prepaid expenses and other assets
(Decrease), increase
Accounts payable and accrued expenses
Accrued interest
Accrued salaries and wages
Gaming, property and other taxes and other liabilities
Net cash provided by operating activities
Investing activities
Capital project expenditures
Capital maintenance expenditures
Proceeds from sale of property and equipment
Acquisition of real estate assets
Originations of real estate loans
Collections of principal payments on investment in direct financing lease
Net cash used in investing activities
Financing activities
Dividends paid
Taxes paid for shares withheld on restricted stock award vestings
Proceeds from issuance of common stock, net
Proceeds from issuance of long-term debt
Financing costs
Repayments of long-term debt
Premium and related costs paid on tender of senior unsecured notes
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents, including cash classified within
assets held for sale
Less decrease in cash classified within assets held for sale
Net increase/decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
242,995
10,503
(41,393)
451
20,004
4,576
(337,500)
18,113
—
258,971
11,455
92
(755)
16,198
34,574
—
21,014
13,000
148,365
12,167
309
(522)
11,152
61,888
—
3,473
59,454
(6,628)
(6,070)
(673)
(1,252)
11,590
(5,908)
6,815
428,077
(474)
(3,130)
15
(5,898)
—
—
(9,487)
(230,522)
(15,293)
320,873
2,076,383
(11,641)
(2,060,884)
(15,747)
63,169
(1,775)
15,434
(3,189)
472
750,302
—
(3,017)
200
—
—
—
(2,817)
(589,128)
(9,058)
(255)
1,358,853
(10,029)
(1,477,949)
(18,879)
(746,445)
481,759
(22,131)
459,628
26,823
486,451 $
$
1,040
—
1,040
25,783
26,823 $
1,670
12,020
6,201
(587)
654,433
(20)
(4,284)
3,211
(1,243,466)
(303,684)
38,459
(1,509,784)
(550,435)
7,537
—
2,593,405
(32,426)
(1,164,117)
(1,884)
852,080
(3,271)
—
(3,271)
29,054
25,783
See Note 20 to the Consolidated Financial Statements for supplemental cash flow information.
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1. Business and Basis of Presentation
Gaming and Leisure Properties, Inc.
Notes to the Consolidated Financial Statements
Gaming and Leisure Properties, Inc. ("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT"). GLPI
(together with its subsidiaries, the "Company") was incorporated on February 13, 2013, as a wholly-owned subsidiary of Penn National Gaming, Inc.
("Penn"). On November 1, 2013, Penn contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities
associated with Penn’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge
and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of Penn's common and preferred stock
in a tax-free distribution (the "Spin-Off"). The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the
Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 -
Spinoffs and Reverse Spinoffs ("ASC 505").
The Company elected on its United States ("U.S.") federal income tax return for its taxable year that began on January 1, 2014 to be treated as a
REIT and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana
Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville) as a "taxable REIT
subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT. In addition, during 2020, the Company and Tropicana LV, LLC, a
wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a TRS, which together
with the TRS Properties and GLP Holdings, Inc. is the Company's TRS Segment (the "TRS Segment"). In connection with the Spin-Off, Penn allocated its
accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the Spin-Off between Penn
and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax purposes, GLPI declared a special dividend to its shareholders
to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and
profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.
GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease
arrangements. As of December 31, 2020, GLPI’s portfolio consisted of interests in 48 gaming and related facilities, including the TRS Properties, the real
property associated with 33 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by
Caesars, the real property associated with 4 gaming and related facilities operated by Boyd and the real property associated with the Casino Queen Holding
Company Inc. ("Casino Queen") in East St. Louis, Illinois. These facilities, including our corporate headquarters building, are geographically diversified
across 16 states and contain approximately 24.3 million square feet. As of December 31, 2020, the Company's properties were 100% occupied. GLPI
expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.
Penn Master Lease and Casino Queen Lease
As a result of the Spin-Off, GLPI owns substantially all of Penn’s former real property assets (as of the consummation of the Spin-Off) and leases
back most of those assets to Penn for use by its subsidiaries, under a unitary master lease, a triple-net operating lease the term of which expires October 31,
2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Penn
Master Lease"), and GLPI also owns and operates the TRS Segment. GLPI leases the Casino Queen property in East St. Louis back to its operators on a
triple-net basis on terms similar to those in the Penn Master Lease (the "Casino Queen Lease").
Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease
In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") for approximately $4.8
billion. GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease the term of which expires on April 30, 2031, with no purchase
option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). On
October 15, 2018, the Company completed its previously announced transactions with Penn, Pinnacle and Boyd Gaming Corporation ("Boyd") to
accommodate Penn's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between Penn and Pinnacle,
dated December 17, 2017 (the "Penn-Pinnacle Merger"). Concurrent with the Penn-Pinnacle Merger, the Company amended the Pinnacle Master Lease to
allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from
Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master
Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of
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10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed
by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of
Plainridge Park Casino ("Plainridge Park") from Penn for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended
Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by Penn at the consummation of the Penn-Pinnacle Merger. The Company also
entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra
Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park
in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra
Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent is comprised of a fixed component, part of which is subject to an annual
escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities which is adjusted,
subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in
excess of a contractual baseline.
The Meadows Lease
The real estate assets of the Meadows are leased to Penn pursuant to the Meadows Lease. The Meadows Lease commenced on September 9, 2016
and has an initial term of 10 years, with no purchase option, and the option to renew for three successive 5-year terms and one 4-year term (exercisable by
the tenant) on the same terms and conditions. The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based
on the performance of the facility, which is reset every two years to an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of
the facility for the trailing two-year period. The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent
coverage ratio thresholds are met, which remains at 5% until the earlier of ten years or the year in which total rent is $31 million, at which point the
escalator will be reduced to 2% annually thereafter.
Amended and Restated Caesars Master Lease
On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana
Entertainment Inc. ("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement (the "Real Estate Purchase Agreement") dated
April 15, 2018 between Tropicana and GLP Capital L.P. ("GLP Capital"), the operating partnership of GLPI, which was subsequently amended on October
1, 2018 (as amended, the "Amended Real Estate Purchase Agreement"). Pursuant to the terms of the Amended Real Estate Purchase Agreement, the
Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of
Baton Rouge (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the
"Tropicana Acquisition"). Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. (now doing business as Caesars Entertainment Corporation
(NASDAQ: CZR) ("Caesars")) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated
April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company
pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year
renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease"). On June 15, 2020, the Company amended and
restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years,
with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third
lease year, (iii) in the third lease year increase annual land base rent to approximately $23.6 million and annual building base rent to approximately $62.1
million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with
building base rent increasing annually by 1.25% in the fifth and sixth lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year
and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or
Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in
Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle
Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is
at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable (vi) permit Caesars to elect to sell its interest in Belle of Baton
Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the
satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of
facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay. The effectiveness of the Amended and
Restated Caesars Master Lease was subject to the review of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance
notice periods which were received on July 23, 2020. On December 18, 2020, the Company and Caesars completed an Exchange Agreement with
subsidiaries of Caesars in which Caesars transferred
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to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of
Tropicana Evansville, plus a cash payment of $5.7 million. This resulted in a non-cash gain of $41.4 million which represented the difference between the
fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.
Lumière Place Lease
On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino
("Lumière Place"), whereby the Company loaned Caesars $246.0 million (the "CZR loan"). The CZR loan bore interest at a rate equal to (i) 9.09% until
October 1, 2019 and (ii) 9.27% until its maturity. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Lumière
Place property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to
own the Lumière Place property in satisfaction of the CZR loan. On September 29, 2020, the transaction closed and we entered into a new triple net lease
with Caesars (the "Lumière Place Lease") the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each,
exercisable at the tenants' option. The Lumière Place Lease's rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are
met.
Tropicana Las Vegas
On April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas Casino Hotel
Resort ("Tropicana Las Vegas") from Penn in exchange for $307.5 million of rent credits to be applied against future rent obligations. This asset has been
placed in our TRS Segment. See Note 7 for further details related to this transaction.
Morgantown Lease
On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's
gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits which were fully utilized by Penn in the
fourth quarter of 2020. The Company is leasing the land back to an affiliate of Penn for an initial annual rent of $3.0 million, provided, however, that (i) on
the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in
which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each
anniversary thereafter, (a) if the Consumer Price Index ("the CPI") increase is at least 0.5% for any lease year, the rent for such lease year shall increase by
1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase
for such lease year subject to escalation provisions following the opening of the property (the "Morgantown Lease").
In the first quarter of 2020, it became clear that there was a global outbreak of a new strain of novel coronavirus COVID-19 ("COVID-19"). The
global, domestic and local response to the COVID-19 outbreak continues to evolve. Responses to the COVID-19 outbreak have included mandates from
federal, state, and/or local authorities that required temporary closures of or imposed limitations on the operations of non-essential businesses. All of the
Company's tenants' casino operations, in addition to the Company's two TRS Properties, were closed in mid-March. Our properties began reopening at
limited capacity in May and by early July nearly all had resumed operations at limited capacity. However, in the fourth quarter, increased spread of
COVID-19 led some jurisdictions to impose temporary closures once again. As of the date of this filing, only one of our properties remains closed.
The consolidated financial statements include the accounts of GLPI and its subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation.
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results may differ from those estimates. Certain
prior period amounts have been reclassified to conform to the current period presentation, specifically gains and losses from dispositions of properties were
previously classified within General and administrative expenses and are now presented separately on the Consolidated Statements of Income.
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2. Summary of Significant Accounting Policies
Real Estate Investments
Real estate investments primarily represent land and buildings leased to the Company's tenants. The Company records the acquisition of real estate
assets at fair value, including acquisition and closing costs. The cost of properties developed by the Company include costs of construction, property taxes,
interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. The
Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method
over the estimated useful lives of the buildings and building improvements which are generally between 10 to 31 years.
The Company continually monitors events and circumstances that could indicate that the carrying amount of its real estate investments may not be
recoverable or realized. The factors considered by the Company in performing these assessments include evaluating whether the tenant is current on its
lease payments, the tenant’s rent coverage ratio, the financial stability of the tenant and its parent company, and any other relevant factors. When indicators
of potential impairment suggest that the carrying value of a real estate investment may not be recoverable, the Company estimates the fair value of the
investment by calculating the undiscounted future cash flows from the use and eventual disposition of the investment. This amount is compared to the
asset's carrying value. If the Company determines the carrying amount is not recoverable, it would recognize an impairment charge equivalent to the
amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP. The Company groups its real
estate investments together by lease, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the
recoverability of the carrying value, the Company must make assumptions regarding future cash flows and other factors. The factors considered by the
Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of
obsolescence, demand, competition and other factors. If these estimates or the related assumptions change in the future, the Company may be required to
record an impairment loss.
Property and Equipment Used in Operations
Property and equipment are stated at cost, less accumulated depreciation and represent assets used by the Company's TRS Properties and certain
corporate assets. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense
as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income.
Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives:
Land improvements
Building and improvements
Furniture, fixtures, and equipment
15 to 34 years
5 to 31 years
3 to 31 years
Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. The estimated
useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable based upon the estimated undiscounted future cash flows expected to result from its use
and eventual disposition. If the Company determines the carrying amount is not recoverable, it would recognize an impairment charge equivalent to the
amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP. In estimating expected future
cash flows for determining whether an asset is impaired, assets are grouped at the individual property level. In assessing the recoverability of the carrying
value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. The factors considered by the
Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of
obsolescence, demand, competition and other factors. If these estimates or the related assumptions change in the future, the Company may be required to
record an impairment loss for these assets.
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Real Estate Loans and Other Loans Receivable
The Company may periodically loan funds to casino owner-operators for the purchase of gaming related real estate and/or operations. Loans for
the purchase of real estate assets of gaming-related properties are classified as real estate loans on the Company's consolidated balance sheets, while loans
for an operator's general operations are classified as loans receivable on the Company's consolidated balance sheets. Loans receivable are recorded on the
Company's consolidated balance sheets at carrying value which approximates fair value since collection of principal is reasonably assured. Interest income
related to real estate loans is recorded as interest income from real estate loans within the Company's consolidated statements of income in the period
earned, whereas interest income related to other loans receivable is recorded as non-operating interest income within the Company's consolidated
statements of income in the period earned.
Prior to the adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments ("ASU 2016-13"), the Company evaluated loans for impairment when it was probable that it would not be able to
collect all amounts due according to the contractual terms of the agreement. All amounts due under the contractual terms of the agreement means that both
contractual interest payments and contractual principal payments will be collected as scheduled in the loan agreement. Indicators of impairment may
include delinquent payments, a decline in the credit worthiness of a debtor, or a decline in the underlying property/tenant’s performance. The Company
measures loan impairment based upon the present value of expected future cash flows discounted at the loan’s original effective interest rate. The
determination of whether loans are impaired involves judgments and assumptions based on objective and subjective factors. If an impairment occurs, the
Company will reduce the carrying value of the loan and record a corresponding charge to net income.
The Company's adoption of Accounting Standards Update ASU 2016-13 on January 1, 2020 (as described in Note 3) did not result in the
Company recording any allowances against its real estate loans for expected losses. The Company has no outstanding loans as of December 31, 2020. See
Note 8 for further details.
Lease Assets and Lease Liabilities
The Company determines whether a contract is or contains a lease at its inception. A lease is defined as the right to control the use of identified
property, plant, or equipment for a period of time in exchange for consideration. Right-of-use assets and lease liabilities are recorded on the Company's
consolidated balance sheet at the lease commencement date for operating leases in which the Company acts as lessee. Right-of-use assets represent the
Company's rights to use underlying assets for the term of the lease and lease liabilities represent the Company's future obligations under the lease
agreement. Right-of-use assets and lease liabilities are recognized at the lease commencement date based upon the estimated present value of the lease
payments. As the rate implicit in the Company's leases (in which the Company acts as lessee) cannot readily be determined, the Company utilizes its own
estimated incremental borrowing rates to determine the present value of its lease payments. Consideration is given to the Company's recent debt issuances,
as well as publicly available data for instruments with similar characteristics, including tenor, when determining the incremental borrowing rates of the
Company's leases.
The Company includes options to extend a lease in its lease term when it is reasonably certain that the Company will exercise those renewal
options. In the instance of the Company's ground leases associated with its tenant occupied properties, the Company has included all available renewal
options in the lease term, as it intends to renew these leases indefinitely. The Company accounts for the lease and nonlease components (as necessary) of its
leases of all classes of underlying assets as a single lease component. Leases with a term of 12 months or less are not recorded on the Company's
consolidated balance sheet.
Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the
acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the
related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market
conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be
paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a
definite lived asset (land rights) on its books.
Right-of-use assets and land rights are monitored for potential impairment in much the same way as the Company's real estate assets, using the
impairment model in ASC 360 - Property, Plant and Equipment. If the Company determines the carrying amount of a right-of-use asset or land right is not
recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value,
calculated in accordance with GAAP.
Cash and Cash Equivalents
The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash
equivalents.
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Prepaid Expenses and Other Assets
Prepaid expenses consist of expenditures for goods or services before the goods are used or the services are received. These amounts are deferred
and charged to operations as the benefits are realized and primarily consist of prepayments for insurance, property taxes and other contracts that will be
expensed during the subsequent year. It also includes transaction costs that will be allocated to purchase price upon the closing of an asset acquisition.
Other assets primarily consists of accounts receivable and deferred compensation plan assets (See Note 13 for further details on the deferred compensation
plan).
Goodwill and Intangible Assets
The Company's goodwill and intangible assets are the result of the contribution of Hollywood Casino Baton Rouge and Hollywood Casino
Perryville in connection with the Spin-Off. The Company's goodwill resides on the books of its Hollywood Casino Baton Rouge subsidiary, while the other
intangible asset represents a gaming license on the books of its Hollywood Casino Perryville subsidiary. Both subsidiaries are members of the TRS
Segment and are considered separate reporting units under ASC 350 - Intangibles - Goodwill and Other ("ASC 350"). Goodwill is tested at the reporting
unit level, which is an operating segment or one level below an operating segment for which discrete financial information is available
Under ASC 350, the Company is required to test goodwill for impairment at least annually and whenever events or circumstances indicate that it is
more likely than not that goodwill may be impaired. The Company has elected to perform its annual goodwill impairment test as of October 1 of each year.
In accordance with ASC 350, the Company tests goodwill for impairment subsequent to testing its other long-lived assets for impairment.
In accordance with ASC 350, the Company considers its Hollywood Casino Perryville gaming license an indefinite-lived intangible asset that does
not require amortization based on the Company's future expectations to operate this casino indefinitely, as well as the gaming industry's historical
experience in renewing these intangible assets at minimal cost with various state gaming commissions. Rather, the Company's gaming license is tested
annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If
the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized.
The Company calculates the fair value of its gaming license using the Greenfield Method under the income approach. The Greenfield Method
estimates the fair value of the gaming license assuming the Company built a casino with similar utility to that of the existing facility. The method assumes a
theoretical start-up company going into business without any assets other than the intangible asset being valued. As such the value of the license is a
function of the following items:
•
•
•
Projected revenues and operating cash flows;
Theoretical construction costs and duration;
Pre-opening expenses;
• Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license; and
•
Remaining useful life of the license
The evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results to determine the
estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in
performing its impairment testing. The implied fair value includes estimates of future cash flows that are based on reasonable and supportable assumptions,
which represent the Company's best estimates of the cash flows expected to result from the use of the assets. Changes in estimates, increases in the
Company's cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative
assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may
differ materially from the Company's estimates. If the Company's ongoing estimates of future cash flows are not met, the Company may have to record
impairment charges in future accounting periods. The Company's estimates of cash flows are based on the current regulatory and economic climates, as
well as recent operating information and budgets. These estimates could be negatively impacted by changes in federal, state or local regulations, economic
downturns, or other events.
Forecasted cash flows can be significantly impacted by the local economy in which the Company's subsidiaries operate. For example, increases in
unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, new legislation which approves gaming
in nearby jurisdictions or further expands gaming in jurisdictions in which the Company operates can result in increased competition for the property. This
generally has a negative effect on profitability once competitors become established, as a certain level of cannibalization occurs absent an overall
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increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.
Assumptions and estimates about future cash flow levels are complex and subjective. They are sensitive to changes in underlying assumptions and
can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes
in the Company's business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance
the Company's overall value but may be to the detriment of its existing operations.
The Company reclassified its goodwill and other intangible assets into Assets held for sale at December 31, 2020. See Note 6 for additional
discussion.
Debt Issuance Costs and Bond Premiums and Discounts
Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over
the contractual term of the underlying indebtedness. In accordance with ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the
Presentation of Debt Issuance Costs, the Company records long-term debt net of unamortized debt issuance costs on its consolidated balance sheets.
Similarly, the Company records long-term debt net of any unamortized bond premiums and original issuance discounts on its consolidated balance sheets.
Any original issuance discounts or bond premiums are also amortized to interest expense over the contractual term of the underlying indebtedness.
Fair Value of Financial Assets and Liabilities
Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants
at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to
measure their fair value. ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements
based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy
related to the subjectivity of the valuation inputs are described below:
•
•
•
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for
similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity.
The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of
assets and liabilities and their placement within the fair value hierarchy.
Revenue Recognition
The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractually fixed increases attributable
to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured in accordance with ASC 842 -
Leases. Additionally, percentage rent that is fixed and determinable at the lease inception date is recorded on a straight-line basis over the lease term,
resulting in the recognition of deferred rental revenue on the Company’s consolidated balance sheets. Deferred rental revenue is amortized to rental revenue
on a straight-line basis over the remainder of the lease term. The lease term includes the initial non-cancelable lease term and any reasonably assured
renewable periods. Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified
target. Recognition of rental income commences when control of the facility has been transferred to the tenant.
Additionally, in accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in
land rights and ground lease expense within the consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor
under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.
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The Company may periodically loan funds to casino owner-operators for the purchase of gaming related real estate. Interest income related to real
estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned.
Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines and to a lesser extent, table game and poker
revenue. Gaming revenue from slot machines is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited
by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout
of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are
charged to revenue as the amount of the jackpots increase. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate
table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), and front money that
are removed from the live gaming tables. Gaming revenue is recognized net of certain sales incentives, including promotional allowances in accordance
with ASC 606 - Revenues from Contracts with Customers. The Company also defers a portion of the revenue received from customers (who participate in
the points-based loyalty programs) at the time of play until a later period when the points are redeemed or forfeited. Other revenues at the TRS Properties
are derived from the properties' dining, retail and certain other ancillary activities and revenue for these activities is recognized as services are performed.
Stock-Based Compensation
The Company's Amended 2013 Long Term Incentive Compensation Plan (the "2013 Plan") provides for the Company to issue restricted stock
awards, including performance-based restricted stock awards, and other equity or cash based awards to employees. Any director, employee or consultant
shall be eligible to receive such awards.
The Company accounts for stock compensation under ASC 718 - Compensation - Stock Compensation, which requires the Company to expense
the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is
recognized ratably over the requisite service period following the date of grant. The fair value of the Company's time-based restricted stock awards is
equivalent to the closing stock price on the day prior to grant. The Company utilizes a third-party valuation firm to measure the fair value of performance-
based restricted stock awards at grant date using the Monte Carlo model.
The unrecognized compensation cost relating to restricted stock awards and performance-based restricted stock awards is recognized as expense
over the awards’ remaining vesting periods.
See Note 15 for further information related to stock-based compensation.
Income Taxes
The TRS Segment is able to engage in activities resulting in income that would not be qualifying income for a REIT. As a result, certain activities
of the Company which occur within its TRS Segment are subject to federal and state income taxes.
The Company accounts for income taxes in accordance with ASC 740 - Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and
liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and
are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax
assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The
realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary.
The factors used to assess the likelihood of realization are the forecast of future taxable income.
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an
enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The Company did not have any uncertain tax positions for the three years ended December 31, 2020.
The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and
penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. If and when they occur, the
Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated
statements of income. During the years ended December 31, 2020, 2019 and 2018, the Company recognized no penalties and interest, net of deferred
income taxes.
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The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and the
Company, together with an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc.,
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. as a "taxable REIT subsidiary" effective on the first day of the first taxable year of GLPI as a
REIT. In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana
Las Vegas, elected to treat Tropicana LV, LLC as a “taxable REIT subsidiary”.
The Company continues to be organized and to operate in a manner that will permit the Company to qualify as a REIT. To qualify as a REIT, the
Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable
income to shareholders. As a REIT, the Company generally will not be subject to federal, state or local income tax on income that it distributes as dividends
to its shareholders, except in those jurisdictions that do not allow a deduction for such distributions. If the Company fails to qualify as a REIT in any
taxable year, it will be subject to U.S. federal, state and local income tax, including any applicable alternative minimum tax, on its taxable income at regular
corporate income tax rates, and dividends paid to its shareholders would not be deductible by the Company in computing taxable income. Any resulting
corporate liability could be substantial and could materially and adversely affect the Company's net income and net cash available for distribution to
shareholders. Unless the Company was entitled to relief under certain Internal Revenue Code provisions, the Company also would be disqualified from re-
electing to be taxed as a REIT for the four taxable years following the year in which it failed to qualify to be taxed as a REIT.
Earnings Per Share
The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings Per Share. Basic EPS is computed by dividing net
income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to
participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock
options, unvested restricted shares and unvested performance-based restricted shares. See Note 17 for further details on the Company's earnings per share
calculations.
Segment Information
Consistent with how the Company’s Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting) reviews and
assesses the Company’s financial performance, the Company has two reportable segments, GLP Capital, L.P. (a wholly-owned subsidiary of GLPI through
which GLPI owns substantially all of its real estate assets) and the TRS Segment. The GLP Capital reportable segment consists of the leased real property
and represents the majority of the Company’s business. The TRS Segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge,
as well as the real estate of Tropicana Las Vegas. See Note 19 for further information with respect to the Company’s segments.
Concentration of Credit Risk
Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company's investments are engaged in similar
business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual
obligations, including those to the Company, to be similarly affected by changes in economic conditions. Additionally, concentrations of credit risk may
arise when revenues of the Company are derived from a small number of tenants. As of December 31, 2020, substantially all of the Company's real estate
properties were leased to Penn, Caesars and Boyd. During the year ended December 31, 2020, approximately 78%, 11% and 10% of the Company's
collective income from real estate was derived from tenant leases and real estate loans with Penn, Caesars and Boyd, respectively. Revenues from our
tenants are reported in the Company's GLP Capital, L.P. reportable segment. Penn, Caesars and Boyd are publicly traded companies that are subject to the
informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-
Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC"). Readers are directed to Penn, Caesars and Boyd's respective
websites for further financial information on these companies. Other than the Company's tenant concentration, management believes the Company's
portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk. As of December 31,
2020, the Company's portfolio of 48 properties is diversified by location across 16 states.
Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, real estate loans and other
loans receivable. The Company's policy is to limit the amount of credit exposure to any one financial institution and place investments with financial
institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit
risk. At times, the Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits.
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3. New Accounting Pronouncements
Accounting Pronouncements Adopted in 2020
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40: Customer's
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (a consensus of the FASB Emerging Issues
Task Force) ("ASU 2018-15"). This ASU clarifies that entities should follow the guidance for capitalizing implementation costs incurred to develop or
obtain internal-use software to account for implementation costs of cloud computing arrangements that are service contracts. ASU 2018-15 does not change
the accounting for the service component of a cloud computing arrangement. The Company's adoption of ASU 2018-15 on January 1, 2020 did not have an
impact on its consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments ("ASU 2016-13"). This ASU introduces a new model for estimating credit losses for certain types of financial instruments, including mortgage,
real estate and other loans receivable, amongst other financial instruments. ASU 2016-13 sets forth an "expected credit loss" impairment model to replace
the current "incurred loss" method of recognizing credit losses, which is intended to improve financial reporting by requiring timely recording of credit
losses on loans and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted
for fiscal years beginning after December 15, 2018. The impact of the adoption of this pronouncement was immaterial.
Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform ("ASU 2020-04"). Reference rates such as London Interbank Offered
Rate ("LIBOR") are widely used in a broad range of financial instruments and other agreements. Regulators and market participants in various jurisdictions
have undertaken efforts, generally referred to as "reference rate reform", to eliminate certain reference rates and introduce new reference rates that are based
on a larger and more liquid population of observable transactions. As a result of this reform initiative, certain widely used rates such as LIBOR are expected
to be discontinued. ASU 2020-04 provides optional expedients for applying the guidance for contract modifications or other situations affected by reference
rate reform, specifically addressing the accounting for modifications of contracts within the scope of ASC Topic 310 on receivables, ASC 470 on debt, and
ASC 842 on leases and ASC subtopic 815-15 on embedded derivatives. Based on the limited amount of obligations and contracts the Company currently
has that references LIBOR, the Company does not anticipate any material impact from this pronouncement on its Consolidated Financial Statements.
4. Real Estate Investments
Real estate investments, net, represent investments in 45 rental properties and the corporate headquarters building and is summarized as follows:
Land and improvements
Building and improvements
Total real estate investments
Less accumulated depreciation
Real estate investments, net
December 31,
2020
December 31,
2019
(in thousands)
$
$
2,667,616
6,030,482
8,698,098
(1,410,940)
7,287,158
$
$
2,552,285
5,749,211
8,301,496
(1,200,941)
7,100,555
The increase in real estate investments is primarily due to the Company acquiring the real estate of Belterra Park in satisfaction of the Belterra
Park Loan in May 2020 and the acquisition of the real estate of Lumière Place in satisfaction of the CZR loan in September 2020 for $57.7 million
($11.7 million of which was allocated to land and land improvements and $46.0 million to building and improvements) and $246.0 million ($26.9 million
of which was allocated to land and land improvements and $219.1 million to building and improvements), respectively. Additionally, the Exchange
Transaction described in Note 1 which closed in December 2020, resulted in an increase to real estate investments of $72.6 million (net increase to land and
improvements of $46.4 million and building and improvements of $26.2 million). Finally, the Company acquired the land underlying Penn's development
project in Morgantown, Pennsylvania for $30.0 million.
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5. Property and Equipment Used in Operations
Property and equipment used in operations, net, consists of the following and primarily represents the assets utilized at the TRS Properties as the
real estate will be leased to third party operators subsequent to the completion of the sale transactions as discussed in Note 6.
Land and improvements
Building and improvements
Furniture, fixtures, and equipment (1)
Construction in progress
Total property and equipment
Less accumulated depreciation (1)
Property and equipment, net
December 31,
2020
December 31,
2019
(in thousands)
$
$
30,540
117,333
28,767
474
177,114
(96,496)
80,618
$
$
30,492
116,904
118,766
120
266,282
(172,202)
94,080
(1) The majority of the decline at December 31, 2020 compared to the prior year is related to the reclassification of certain amounts to Assets held for sale.
See Note 6 for further details.
6. Assets Held for Sale
On November 25, 2020, the Company entered into a definitive agreement to sell the operations of our Hollywood Casino Baton Rouge to Casino Queen
for $28.2 million. The Company will retain ownership of all real estate assets at Hollywood Casino Baton Rouge and will simultaneously enter into a
master lease with Casino Queen, which will include the Casino Queen property in East St. Louis that is currently leased by us to Casino Queen and the
Hollywood Casino Baton Rouge facility (the "Casino Queen Master Lease"). The initial annual cash rent on the retained real estate will be approximately
$21.4 million and the Casino Queen Master Lease will have an initial term of 15 years with four 5 year renewal options exercisable by the tenant.
Additionally, the Company will complete the current land side development project that is in process and the rent under the Casino Queen Master Lease
will be adjusted upon delivery to reflect a yield of 8.25% on GLPI's project costs. The transaction is subject to customary closing conditions and regulatory
approvals and is expected to close in the second half of 2021.
On December 11, 2020, Penn agreed to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville,
Maryland, for $31.1 million, with the closing of such purchase, subject to regulatory approvals, expected to occur during the second half of 2021. Upon
closing, the Company will lease the real estate of the Perryville facility to Penn pursuant to a lease providing for initial annual rent on the retained real
estate of $7.77 million, subject to escalation provisions.
75
The Company has classified the operating assets of the two properties above as Assets held for sale since we expect these transactions to close
within 12 months and classified the respective liabilities within Other liabilities on the Consolidated Balance Sheet which is comprised of the following. (in
thousands)
Assets
Property and equipment, used in
operations, net
Right-of-use assets and land rights,
net
Cash and cash equivalents
Prepaid expenses
Goodwill
Other intangible assets
Other assets
Total
Liabilities
Accounts payable
Accrued expenses
Accrued salaries and wages
Gaming, property and other taxes
Lease liabilities
Other liabilities
Total which is classified in Other
Liabilities
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
8,780
263
22,131
2,473
16,067
9,577
2,157
61,448
8
3,387
2,064
398
262
710
6,829
The assets held for sale reside in the Company's TRS Segment. See Note 19 for the pre-tax income of this segment for the years ended December
31, 2020, 2019 and 2018 which is comprised solely of the properties above with the exception of $2.7 million of depreciation expense associated with
Tropicana Las Vegas for the year ended December 31, 2020.
7. Acquisitions
The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations. Under asset
acquisition accounting, transaction costs incurred to acquire the purchased assets are also included as part of the asset cost.
Pending acquisitions
On October 27, 2020, the Company entered into a series of definitive agreements pursuant to which a subsidiary of Bally's Corporation (NYSE:
BALY) (Bally's) will acquire 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company will
reacquire the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the
Company entered into a real estate purchase agreement with Bally's pursuant to which the Company will purchase the real estate assets of the Dover Downs
Hotel & Casino, located in Dover, Delaware which is currently owned and operated by Bally's, for a cash purchase price of approximately $144.0 million.
At the closing of the transactions, which are expected in mid-2021, subject to regulatory approvals, the Tropicana Evansville and Dover Downs Hotel and
Casino facilities will be added to a new master lease between the Company and Bally's (the “Bally's Master Lease”). The Company anticipates that the
Bally's Master Lease will have an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant)
on the same terms and conditions. Rent under the Bally's Master Lease will be $40.0 million annually and is subject to an annual escalator of up to 2%
determined in relation to the annual increase in the CPI. The Company expects this transaction to close in mid-2021 following the completion of customary
closing conditions and regulatory approvals. On November 6, 2020, the Company issued 9.2 million common shares at $36.25 per share to partially finance
the funding required for this transaction.
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Current year acquisitions
As previously discussed in Note 1, the impact of COVID-19 resulted in casino-wide closures by all of our tenants. As a result of COVID-19, on
April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas from Penn in exchange for
$307.5 million of rent credits, which were fully utilized in 2020 for rent due under the parties' existing leases.
An affiliate of Penn will continue to operate the casino and hotel business of the Tropicana Las Vegas pursuant to a triple net lease with GLPI for
nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold. The
Company will conduct a sale process with respect to the Tropicana Las Vegas, with Penn receiving 75% of the net proceeds above $307.5 million (plus
certain taxes, expenses and costs) if a sale agreement is signed during the first 12 months following closing and 50% of net proceeds above $307.5 million
(plus certain taxes, expenses and costs) if a sale agreement is signed during the subsequent 12 months following closing. Penn will not be entitled to receive
any net sale proceeds if the relevant sale agreement is signed at any time after 24 months from closing.
The Company recorded an initial land and building value of $226.2 million and $81.3 million, respectively. During the year ended December 31,
2020 depreciation expense of $2.7 million was recorded. Additionally, deferred rent of $307.5 million was recorded at the acquisition date, which has been
fully recognized for the year ended December 31, 2020.
The Tropicana Las Vegas assets are summarized below.
Land and improvements
Building and improvements
Total real estate of Tropicana Las Vegas
Less accumulated depreciation
Real estate of Tropicana Las Vegas , net
December 31, 2020
(in thousands)
$
$
226,160
81,340
307,500
(2,669)
304,831
On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's
gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits which were fully utilized by Penn in the
fourth quarter of 2020. The Company is leasing the land back to an affiliate of Penn pursuant to the Morgantown Lease for an initial annual rent of
$3.0 million, subject to escalation provisions following the opening of the property.
77
On October 27, 2020, the Company entered into an Exchange Agreement with subsidiaries of Caesars that own, respectively, Waterloo and
Bettendorf. Pursuant to the terms of the agreement, Caesars transferred to the Company the real estate assets of the Waterloo and Bettendorf properties in
exchange for the transfer by the Company to Caesars of the real property assets of the Tropicana Evansville, plus a cash payment of $5.7 million. The
exchange transaction closed on December 18, 2020, which resulted in the Waterloo and Bettendorf facilities being added to the Amended and Restated
Caesars Master Lease and the rent increased by $0.5 million annually. The Company recorded a non-cash gain of $41.4 million in the fourth quarter of
2020 related to the transaction, which represented the difference between the fair value of the properties received compared to the carrying value of
Tropicana Evansville and the cash payment of $5.7 million. The following table summarizes the fair value of the assets acquired in the Exchange
Agreement and the carrying value of the Tropicana Evansville assets that were transferred to Caesars. (in thousands):
Land
Building and improvements
Total real estate investments
Less: Evansville Land and improvements
Less: Evansville Buildings and improvements, net
Less: Evansville Right of use assets and land rights, net
Add: Evansville, Operating Lease Liabilities
Prior Year Acquisitions
2018
Bettendorf
29,636 $
85,150
114,786 $
$
$
Waterloo
64,262 $
77,958
142,220 $
Total
93,898
163,108
257,006
(47,439)
(136,858)
(55,456)
29,795
On October 15, 2018, in conjunction with the Penn-Pinnacle Merger the Company acquired the real property assets of Plainridge Park from Penn
for approximately $250.9 million. This property was added to the Amended Pinnacle Master Lease via the fourth amendment to the Pinnacle Master Lease
and is leased to Penn which will continue to operate the property. The initial annual cash rent of $25.0 million for Plainridge Park will not be subject to rent
escalators or adjustments.
Also in conjunction with the Penn-Pinnacle Merger, the Pinnacle Master Lease was amended via the fourth amendment to such lease to allow for
the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle
to Boyd and to increase fixed rent under the lease by an additional $13.9 million annually. The Company entered into the Boyd Master Lease for these
properties on terms similar to the Company’s existing master leases. As a result of the fourth amendment to the Pinnacle Master Lease, the Company
reassessed the lease's classification and determined the new lease agreement qualified for operating lease treatment under ASC 840. Therefore, subsequent
to the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an operating lease in its entirety, the building assets of $2.6 billion
previously recorded as an investment in direct financing lease on the Company's consolidated balance sheet were recorded as real estate assets on the
Company's consolidated balance sheet and all rent received under the Amended Pinnacle Master Lease is recorded as rental income on the Company's
consolidated statement of income. The Amended Pinnacle Master Lease was assumed by Penn at the consummation of the Penn-Pinnacle Merger.
On October 1, 2018, the Company acquired the real property assets of five casino properties from Tropicana and certain of its affiliates for
approximately $992.5 million, pursuant to the Real Estate Purchase Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was
subsequently amended on October 1, 2018. Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate
assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge and the rights to six
long-term ground leases for land on which the operations of the acquired Tropicana properties reside. Concurrent with the Tropicana Acquisition, Caesars
acquired the operating assets of these properties from Tropicana pursuant to the Tropicana Merger Agreement and leased the GLP Assets from the
Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four
successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions. Initial annual rent under the Caesars Master Lease was
$87.6 million and is subject to annual rent escalators and biennial percentage rent adjustments.
78
Purchase price allocations are primarily based on the fair values of assets acquired and liabilities assumed at the time of acquisition. The following
table summarizes the purchase price allocation of the assets acquired in the Tropicana Acquisition (in thousands):
Real estate investments, net
Land rights, net
Total purchase price
$
$
948,217
44,331
992,548
8. Receivables
Real Estate Loans
As discussed in Note 1, the Company historically had the CZR loan outstanding which was utilized by Caesars in connection with its acquisition
of Lumière Place. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Lumière Place real estate in
satisfaction of the CZR loan, subject to the Lumière Place Lease, and closed this transaction on September 29, 2020.
On October 15, 2018, Boyd purchased the real estate assets of Belterra Park from Pinnacle for a cash purchase price of $57.7 million, exclusive of
transaction fees. Financing for the transaction was provided by the Company in the form of the Belterra Park Loan. The Belterra Park Loan's initial interest
rate was equal to 11.11% and the loan matures in connection with the expiration of the Boyd Master Lease (as may be extended at the tenant's option to
April 30, 2051). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park
Lease.
Other Loans Receivable
In January 2014, the Company completed the asset acquisition of the real property associated with the Casino Queen in East
St. Louis, Illinois. GLPI leases the property back to Casino Queen on a triple-net basis on terms similar to those in the Company's existing master leases.
The Casino Queen Lease has an initial term of 15 years and the tenant has an option to renew it at the same terms and conditions for four successive 5-year
periods.
Simultaneously with the Casino Queen acquisition, GLPI provided Casino Queen with a $43.0 million, five-year term loan at 7% interest,
prepayable at any time, which, together with the sale proceeds, completely refinanced and retired all of Casino Queen’s outstanding long-term debt
obligations. On March 13, 2017, the outstanding principal and interest on this loan was repaid in full and GLPI simultaneously provided a new unsecured
$13.0 million, 5.5-year term loan (the "Casino Queen Loan") to CQ Holding Company, Inc., an affiliate of Casino Queen ("CQ Holding Company"), to
partially finance its acquisition of Lady Luck Casino in Marquette, Iowa. The Casino Queen Loan bears an interest rate of 15% and is prepayable at any
time.
On June 12, 2018, the Company received a Notice of Event of Default under the senior credit agreement of CQ Holding Company from the
secured lender under such agreement, which reported a covenant default under its senior secured agreement. Under the terms of that agreement, when an
event of default occurs, CQ Holding Company is prohibited from making cash payments to unsecured lenders such as GLPI. Therefore, beginning in June
2018 the interest due from CQ Holding Company under the Company's unsecured loan was paid in kind. In addition to the covenant violation noted above
under its senior credit agreement, CQ Holding Company also had a payment default under the senior credit agreement. Furthermore, the Company notified
Casino Queen of events of default under the Company's unsecured loan with CQ Holding Company, related to financial covenant violations during the year
ended December 31, 2018.
At December 31, 2018, active negotiations for the sale of Casino Queen's operations were taking place. Despite the payment and covenant defaults
noted above, at that time, full payment of the principal was still expected, due to the anticipation that the operations were to be sold in the near term for an
amount allowing for repayment of the full $13.0 million of loan principal due to GLPI. However, the paid-in-kind interest due to the Company at December
31, 2018 was not expected to be collected, resulting in an impairment charge of $1.5 million during the fourth quarter of 2018. The Company did not
recognize the paid-in-kind interest income due to the Company for the quarter ended December 31, 2018 and took a charge for the previously recognized
paid-in-kind interest income through the Company’s consolidated statement of earnings as a reversal of the paid-in-kind interest income recognized earlier
in the year.
79
During 2019, the operating results of Casino Queen continued to decline, the secured debt of Casino Queen was sold to a third-party casino
operator at a discount and the Company no longer expected the loan to be repaid. Therefore, the Company recorded an impairment charge of $13.0 million
through the Consolidated Statement of Income for the year ended December 31, 2019 to reflect the write-off of the Casino Queen Loan.
Casino Queen was closed in mid-March due to COVID-19 and Casino Queen was in payment default on their lease starting in April 2020. The Company
entered into a deferred rental agreement with Casino Queen and received all delinquent rental payments in the fourth quarter of 2020.
9. Lease Assets and Lease Liabilities
Lease Assets
The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to
properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based
upon an individual property’s performance or changes in an index such as the CPI and have maturity dates ranging from 2028 to 2108, when considering all
renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. Under ASC 842,
the Company is required to gross-up its consolidated financial statements for these ground leases as the Company is considered the primary obligor. In
conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its
consolidated balance sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground
leases paid directly by our tenants. Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company
recorded on its consolidated balance sheet in conjunction with the Company's assumption of below market leases at the time it acquired the related land and
building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the consolidated balance sheet.
Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the
acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the
related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market
conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be
paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a
definite lived asset (land rights) on its books.
Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):
Right-of-use assets - operating leases
Land rights, net
(1)
Right-of-use assets and land rights, net
December 31, 2020
December 31, 2019
$
$
151,339
617,858
769,197
$
$
184,063
654,671
838,734
(1)
In addition, there is $0.3 million of operating lease right-of-use assets included in assets held for sale.
As described in Note 8, on December 18, 2020, the Company and Caesars completed an Exchange Agreement in which the Company transferred
to Caesars the real property assets of Tropicana Evansville. In connection with the exchange, the Company removed the land right and right of use asset
related to the long-term ground lease at this property which totaled $24.8 million and $30.7 million, respectively, at the closing of the transaction along with
the lease liability of $29.8 million it had recorded on its Consolidated Balance Sheet for this lease.
On June 30, 2019, the Resorts Casino Tunica property was closed by the Company's tenant, resulting in the acceleration of $6.3 million of land
right amortization expense related to the long-term ground lease at this property and bringing the net book value of this land right to zero at December 31,
2019. Subsequent to the property's closure, the Company entered into an agreement to terminate the long-term ground lease for the Resorts Casino Tunica
property, which became effective in February 2020. In connection with the exercised termination option, the Company remeasured the lease liability and
adjusted the right-of-use asset it had recorded on its consolidated balance sheet for this lease to align with the new termination date.
80
Land Rights
The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years
to 92 years at their respective acquisition dates. Land rights net, consist of the following:
Land rights
Less accumulated amortization
Land rights, net
December 31,
2020
December 31,
2019
$
$
(in thousands)
667,751 $
(49,893)
617,858 $
694,077
(39,406)
654,671
As of December 31, 2020, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):
Year ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
$
$
11,372
11,372
11,372
11,372
11,372
560,998
617,858
Lease Liabilities
At December 31, 2020, maturities of the Company's operating lease liabilities were as follows (in thousands):
Year ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: interest
Present value of lease liabilities
(1)
$
$
$
11,079
11,082
11,081
11,034
10,984
569,957
625,217
(473,014)
152,203
(1)
In addition, there is $0.3 million of lease liabilities included in other liabilities related to liabilities held for sale.
Lease Expense
Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the Consolidated Balance Sheet.
Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes
in an index such as the CPI that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term
of 12 months or less.
81
The components of lease expense were as follows:
Year Ended December
31, 2020
Year Ended December
31, 2019
Operating lease cost
Variable lease cost
(1)
Short-term lease cost
Amortization of land right assets
Total lease cost
$
$
(in thousands)
13,907
3,364
625
12,022
29,918
$
$
15,482
9,048
1,060
18,536
44,126
(1)
Variable lease costs for the year ended December 31, 2020 included a true up of the monthly rental payments paid by our tenants on certain
ground leases that are based on estimated current year annual performance which were impacted by casino closures due to COVID-19. As discussed
previously, under ASC 842, the Company is required to gross up its financial statements by recording both expense and revenue (recorded within rental
income on the Consolidated Statements of Income) for these payments since the Company is considered the primary obligor.
Amortization expense related to the land right intangibles, as well as variable lease costs and the majority of the Company's operating lease costs
are recorded within land rights and ground lease expense in the consolidated statements of income. The Company's short-term lease costs as well as a small
portion of operating lease costs are recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated
statements of income. Amortization expense related to the land right intangibles totaled $11.3 million for the year ended December 31, 2018. Other lease
costs totaled $18.9 million for the year ended December 31, 2018.
Supplemental Disclosures Related to Leases
Supplemental balance sheet information related to the Company's operating leases was as follows:
Weighted average remaining lease term - operating leases
Weighted average discount rate - operating leases
December 31, 2020
56.41 years
6.7%
In addition, the weighted average remaining lease term and the weighted average discount rate for those operating leases included in assets held
for sale and other liabilities is 1.79 years and 4.0%, respectively.
Supplemental cash flow information related to the Company's operating leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
(1) (2)
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases
(2)
Year Ended December
31, 2020
Year Ended December
31, 2019
(in thousands)
$
$
1,600
$
2,226
95
$
293
(1)
The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's
ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI expends no cash related to these leases, they are required to
be grossed up in the Company's financial statements under ASC 842.
(2)
In addition, there is $0.2 million and $0.3 million related to assets held for sale and other liabilities for operating cash flows from cash paid for
amounts included in the measurement of lease liabilities and right-of-use assets obtained for new lease obligations, respectively for the year ended
December 31, 2020.
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10. Goodwill and Intangible Assets
Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not
individually identified and separately recognized. The only goodwill of the Company is recorded on the books of Hollywood Casino Baton Rouge, in
connection with Penn's purchase of this entity prior to the Spin-Off. The original assets and liabilities of GLPI, including goodwill and intangible assets
were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of ASC 505. There is no goodwill
recorded on the Company's GLP Capital segment, which holds the Company's REIT operations.
During the year ended December 31, 2018, the Company recorded a goodwill impairment charge of $59.5 million in connection with its
operations at Hollywood Casino Baton Rouge. This charge was driven by general market deterioration in the Baton Rouge region and the smoking ban at
all Baton Rouge, Louisiana casinos that went into effect during the second quarter of 2018, both of which significantly impacted the Company's forecasted
cash flows for this reporting unit. Subsequent to conducting its impairment tests on other long-lived assets, the Company performed Step 1 of the goodwill
impairment test, which indicated a potential impairment. Step 1 of the goodwill impairment test involved the determination of the fair value of the Baton
Rouge reporting unit and its comparison to the reporting unit's carrying amount. Using a discounted cash flow model, which relied on projected EBITDA to
determine the reporting unit's future cash flows, the Company calculated a fair value that was less than the reporting unit's carrying value and proceeded to
Step 2. In Step 2 of the goodwill impairment test, the Company performed a fair value allocation as if the reporting unit had been acquired in a business
combination and assigned the fair value of the reporting unit calculated in Step 1 to all assets and liabilities of the reporting unit, including any
unrecognized intangible assets. Any residual fair value was allocated to goodwill to arrive at the implied fair value of goodwill. After completing the Step 2
allocation, the Company determined the goodwill on its Baton Rouge reporting unit had an implied fair value of $16.1 million and recorded the impairment
charge of $59.5 million during the fourth quarter of 2018. There have been no changes in the carrying value of goodwill of $16.1 million for the years
ended December 31, 2020 and 2019. As described in Note 6, the Company's goodwill balance at December 31, 2020 has been reclassified to Assets held
for sale.
In accordance with ASC 350, the Company considers its gaming license at the Hollywood Casino Perryville property an indefinite-lived intangible
asset that does not require amortization based on future expectations to operate this casino indefinitely, as well as the gaming industry's historical
experience in renewing these intangible assets at minimal cost with various state gaming commissions. Rather, the Company's gaming license is tested
annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If
the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized. Hollywood Casino Perryville's gaming
license will expire in September 2025, fifteen years from the casino's opening date. The Company expects to expense any costs related to the gaming
license renewal as incurred. The Company conducts its annual impairment assessment of the gaming license on October 1st using the Greenfield Method
which estimates the fair value of the gaming license assuming the Company built a casino with similar utility to that of the existing facility. This method
also assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. Based upon these
assumptions and the Company's current forecasted cash flows for this reporting unit, the gaming license was not impaired. At both December 31, 2020 and
2019, the gaming license had a carrying value of $9.6 million. As described in Note 6, the Company's other intangible assets balance at December 31, 2020
has been reclassified to Assets held for sale.
11. Fair Value of Financial Assets and Liabilities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to
estimate:
Cash and Cash Equivalents
The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to
the short maturity of the cash equivalents.
Deferred Compensation Plan Assets
The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is
considered a Level 1 measurement as defined under ASC 820. Deferred compensation plan assets are included within other assets on the consolidated
balance sheets.
83
Real Estate Loans
The fair value of the real estate loans approximates the carrying value of the Company's real estate loans, as collection on the outstanding loan
balances is reasonably assured. The fair value measurement of the real estate loans is considered a Level 3 measurement as defined under ASC 820.
Long-term Debt
The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such are Level 1 measurements as defined under
ASC 820. The fair value of the obligations in our Amended Credit Facility is based on indicative pricing from market information (Level 2 inputs).
The estimated fair values of the Company’s financial instruments are as follows (in thousands):
Financial assets:
(1)
Cash and cash equivalents
Deferred compensation plan assets
Real estate loans
Financial liabilities:
Long-term debt:
Senior unsecured credit facility
Senior unsecured notes
December 31, 2020
December 31, 2019
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$
486,451 $
35,514
—
486,451 $
35,514
—
26,823 $
28,855
303,684
26,823
28,855
303,684
424,019
5,375,000
424,019
6,026,840
495,000
5,290,174
493,533
5,707,996
(1)
In addition, there is $22.1 million in cash and cash equivalents in assets held for sale.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2020 and 2019. There were no assets
measured at fair value on a nonrecurring basis during the year ended December 31, 2020; however, assets measured at fair value on a nonrecurring basis
during the year ended December 31, 2019 are described below.
Loan Receivable
During the first quarter of 2019, the Company recorded an impairment charge of $13.0 million related to the write-off of the principal due to the
Company under the Casino Queen Loan. During 2019, the operating results of Casino Queen continued to decline, the secured debt of Casino Queen was
sold to a third-party casino operator at a discount and the Company no longer expected the loan to be repaid. Therefore, the remaining balance of the
Casino Queen Loan was written off and an impairment charge was recorded in the Consolidated Statement of Income for the year ended December 31,
2019.
84
12. Long-term Debt
Long-term debt, net of current maturities and unamortized debt issuance costs is as follows:
December 31,
2020
December 31,
2019
(in thousands)
$
Unsecured $1,175 million revolver
Unsecured term loan A-1
Unsecured term loans A-2
$1,000 million 4.875% senior unsecured notes due November 2020
$400 million 4.375% senior unsecured notes due April 2021
$500 million 5.375% senior unsecured notes due November 2023
$400 million 3.350% senior unsecured notes due September 2024
$850 million 5.250% senior unsecured notes due June 2025
$975 million 5.375% senior unsecured notes due April 2026
$500 million 5.750% senior unsecured notes due June 2028
$750 million 5.300% senior unsecured notes due January 2029
$700 million 4.000% senior unsecured notes due January 2030
$700 million 4.00% senior unsecured notes due January 2031
Finance lease liability
Total long-term debt
Less: unamortized debt issuance costs, bond premiums and original issuance discounts
$
—
—
424,019
—
—
500,000
400,000
850,000
975,000
500,000
750,000
700,000
700,000
860
5,799,879
(45,190)
46,000
449,000
—
215,174
400,000
500,000
400,000
850,000
975,000
500,000
750,000
700,000
—
989
5,786,163
(48,201)
Total long-term debt, net of unamortized debt issuance costs, bond premiums and
original issuance discounts
$
5,754,689
$
5,737,962
The following is a schedule of future minimum repayments of long-term debt as of December 31, 2020 (in thousands):
2021
2022
2023
2024
2025
Over 5 years
Total minimum payments
$
$
135
142
924,168
400,156
850,164
3,625,114
5,799,879
Senior Unsecured Credit Facility
Prior to June 25, 2020, the Company's senior unsecured credit facility (the "Credit Facility"), consisted of a $1,175 million revolving credit facility
(the "Revolver") with a maturity date of May 21, 2023, and a $449 million Term Loan A-1 facility with a maturity date of April 28, 2021.
The Company fully drew down on its Revolver in the first quarter of 2020 to increase its liquidity position and repay certain senior unsecured
notes as described below. On June 25, 2020, the Company entered into an amendment to the Credit Facility (as amended, the "Amended Credit Facility"
which extended the maturity date of approximately $224 million of outstanding Term Loan A-1 facility borrowings to May 21, 2023, which term loans are
now classified as a new tranche of term loans (Term Loans A-2). Additionally, the Company borrowed incremental Term Loans A-2 totaling $200 million.
Furthermore, on June 25, 2020, the Company also closed on an offering of $500 million of 4.00% unsecured senior notes due in January 2031 priced at a
slight discount to par. The Company utilized the proceeds from these two financings along with cash on hand to repay all outstanding obligations under its
Revolver. On August 18, 2020, the Company borrowed an additional $200 million of 4.00% unsecured senior notes due in January 2031 priced at a
premium to par. The Company utilized the net proceeds from this additional borrowing to repay indebtedness under the Term Loan A-1 facility.
85
At December 31, 2020, the Credit Facility had a gross outstanding balance of $424.0 million, consisting of the $424.0 million Term Loan A-2
facility. No amounts were outstanding under the Revolver. Additionally, at December 31, 2020, the Company was contingently obligated under letters of
credit issued pursuant to the Credit Facility with face amounts aggregating approximately $0.4 million, resulting in $1,174.6 million of available borrowing
capacity under the Revolver.
The interest rates payable on the loans are, at the Company's option, equal to either a LIBOR rate or a base rate plus an applicable margin, which
ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings
assigned to the Credit Facility. At December 31, 2020, the applicable margin was 1.50% for LIBOR loans and 0.50% for base rate loans. In addition, the
Company is required to pay a commitment fee on the unused portion of the commitments under the Revolver at a rate that ranges from 0.15% to 0.35% per
annum, depending on the credit ratings assigned to the Credit Facility. At December 31, 2020, the commitment fee rate was 0.25%. The Company is not
required to repay any loans under the Credit Facility prior to maturity and may prepay all or any portion of the loans under the Credit Facility prior to
maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders. The Company's wholly owned subsidiary,
GLP Capital, is the primary obligor under the Credit Facility, which is guaranteed by GLPI.
The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its
subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain
dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-
quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse
debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth and
its status as a REIT. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of
payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial
covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default, including the
occurrence of a change of control and termination of the Penn Master Lease (subject to certain replacement rights). The occurrence and continuance of an
event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans and terminate the commitments thereunder.
At December 31, 2020, the Company was in compliance with all required financial covenants under the Credit Facility.
Senior Unsecured Notes
At December 31, 2020, the Company had an outstanding balance of $5,375.0 million of senior unsecured notes (the "Senior Notes").
In the first quarter of 2020, the Company redeemed all $215.2 million aggregate principal amount of the Company’s outstanding 4.875% senior
unsecured notes due in November 2020 and all $400 million aggregate principal amount of the Company’s outstanding 4.375% senior unsecured notes due
in April 2021, incurring a loss on the early extinguishment of debt related to the redemption of $17.3 million, primarily for call premium charges and debt
issuance write-offs.
On June 25, 2020, the Company issued $500 million of 4.00% senior unsecured notes due January 2031 at an issue price equal to 98.827% of the
principal amount to repay indebtedness under its Revolver. On August 18, 2020, the Company issued an additional $200 million of 4.00% senior unsecured
notes due January 2031 at an issue price equal to 103.824% of the principal amount to repay Term Loan A-1 indebtedness, incurring a loss on the early
extinguishment of debt of $0.8 million, related to debt issuance write-offs. These bond offerings have extended the maturities of our long-term debt.
On August 29, 2019, the Company issued $400 million of 3.35% Senior Unsecured Notes maturing on September 1, 2024 at an issue price equal
to 99.899% of the principal amount (the "2024 Notes") and $700 million of 4.00% Senior Unsecured Notes maturing on January 15, 2030 at an issue price
equal to 99.751% of the principal amount (the "2030 Notes"). Interest on the 2024 Notes is payable semi-annually on March 1 and September 1 of each
year, commencing on March 1, 2020. Interest on the 2030 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January
15, 2020. The net proceeds from the sale of the 2024 Notes and 2030 Notes were used to (i) finance the Company's cash tender offer to purchase its 4.875%
Senior Unsecured Notes due 2020 (described below), (ii) repay outstanding borrowings under the Company's revolving credit facility and (iii) repay a
portion of the outstanding borrowings under the Company's Term Loan A-1 facility.
On September 12, 2019, the Company completed a cash tender offer (the "2019 Tender Offer") to purchase its $1,000 million aggregate principal
amount 4.875% Senior Unsecured Notes due 2020 (the "2020 Notes"). The Company received early
86
tenders from the holders of approximately $782.6 million in aggregate principal of the 2020 Notes, or approximately 78% of its outstanding 2020 Notes, in
connection with the 2019 Tender Offer at a price of 102.337% of the unpaid principal amount plus accrued and unpaid interest through the settlement date.
Subsequent to the early tender deadline, an additional $2.2 million in aggregate principal of the 2020 Notes was tendered at a price of 99.337% of the
unpaid principal amount plus accrued and unpaid interest through the settlement date, for a total redemption of $784.8 million of the 2020 Notes. The
Company recorded a loss on the early extinguishment of debt related to the 2019 Tender Offer, of approximately $21.0 million, for the difference between
the reacquisition price of the tendered 2020 Notes and their net carrying value.
The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal
amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with
accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their
maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not
including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular
series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price
equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase
date. The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.
The Senior Notes were issued by GLP Capital, L.P. and GLP Financing II, Inc. (the "Issuers"), two wholly-owned subsidiaries of GLPI, and are
guaranteed on a senior unsecured basis by GLPI. The guarantees of GLPI are full and unconditional. The Senior Notes are the Issuers' senior unsecured
obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Credit Facility, and senior in right of payment
to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.
The Senior Notes contain covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate
with another company; and make certain amendments to the Penn Master Lease. The Senior Notes also require the Company to maintain a specified ratio
of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
At December 31, 2020, the Company was in compliance with all required financial covenants under its Senior Notes.
Finance Lease Liability
The Company assumed the finance lease obligations related to certain assets at its Aurora, Illinois property. GLPI recorded the asset and liability
associated with the finance lease on its consolidated balance sheet. The original term of the finance lease is 30 years and it will terminate in 2026.
13. Commitments and Contingencies
Separation and Distribution Agreements
Pursuant to a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to legal proceedings involving
the businesses and operations of Penn’s real property holdings prior to the Spin-Off (other than any liability arising from or relating to legal proceedings
where the dispute arises from the operation or ownership of the TRS Properties) will be retained by Penn, and Penn will indemnify GLPI (and its
subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal
proceedings. Similarly, pursuant to a Separation and Distribution Agreement between Pinnacle's operating company and GLPI (as successor to Pinnacle
Entertainment), any liability arising from or relating to legal proceedings involving the business and operations of Pinnacle's real property holdings prior to
the Pinnacle Merger will be retained by Pinnacle, and Pinnacle will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and
certain other related parties) against any losses it may incur arising from or relating to such legal proceedings. Effective October 15, 2018, Penn assumed all
obligations of Pinnacle pursuant to a merger of Pinnacle with and into a subsidiary of Penn. There can be no assurance that Penn will be able to fully satisfy
these indemnification obligations. Moreover, even if the Company ultimately succeeds in recovering from Penn any amounts for which the Company is
liable, it may be temporarily required to bear those losses.
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Litigation
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial
transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a
material adverse effect on the Company’s consolidated financial position or results of operations. In addition, the Company maintains what it believes is
adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable
and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or
results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising
from such matters.
Employee Benefit Plans
The Company maintains a defined contribution plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended,
which covers all eligible employees. The plan enables participating employees to defer a portion of their salary and/or their annual bonus in a retirement
fund to be administered by the Company. The Company makes a discretionary match contribution of 50% of employees' elective salary deferrals, up to a
maximum of 6% of eligible employee compensation. The matching contributions for the defined contribution plan were $0.3 million for each of the years
ended December 31, 2020, 2019 and 2018.
The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. The
plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus, and earn tax-deferred earnings on
these deferrals. The plan also provides for matching Company contributions that vest over a five-year period. The Company has established a Trust, and
transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and
Company contribution amounts. The Company's matching contributions for the non-qualified deferred compensation plan for the years ended
December 31, 2020, 2019 and 2018 were $0.7 million, $0.6 million and $0.7 million, respectively. The Company's deferred compensation liability, which
was included in other liabilities within the consolidated balance sheet, was $32.4 million and $25.2 million at December 31, 2020 and 2019, respectively.
Assets held in the Trust were $35.5 million and $28.9 million at December 31, 2020 and 2019, respectively, and are included in other assets within the
consolidated balance sheet.
Labor Agreements
Some of Hollywood Casino Perryville's employees are currently represented by labor unions. The Seafarers Entertainment and Allied Trade Union
represents 129 of Hollywood Casino Perryville's employees under an agreement that expires in January 2032. Additionally, United Industrial Service
Transportation Professional and Government Workers of North America and Local No. 27 United Food and Commercial Workers represent certain
employees under collective bargaining agreements that expire in 2021 and 2033, respectively, neither of which represents more than 50 of Hollywood
Casino Perryville's employees. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse
effect on Hollywood Casino Perryville's business, financial condition and results of operations. There can be no assurance that Hollywood Casino
Perryville will be able to maintain these agreements.
14. Revenue Recognition
Revenues from Real Estate
As of December 31, 2020, 19 of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease,
an additional 12 of the Company's real estate investment properties were leased to a subsidiary of Penn under the Amended Pinnacle Master Lease, 6 of the
Company's real estate investment properties were leased to a subsidiary of Caesars under the Amended and Restated Caesars Master Lease and 3 of the
Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease. Additionally, the Meadows real estate assets
are leased to Penn pursuant to the Meadows Lease, the land under a Penn development facility subject to the Morgantown Lease and the Casino Queen real
estate assets are leased back to the operator under the Casino Queen Lease. Finally, the Company has single property triple net leases with Caesars under
the Lumière Place Lease and Boyd under the Belterra Park Lease.
The obligations under the Penn Master Lease and Amended Pinnacle Master Lease, as well as the Meadows Lease and Morgantown Lease are
guaranteed by Penn and, with respect to each lease, jointly and severally by Penn's subsidiaries that occupy and operate the facilities covered by such lease.
Similarly, the obligations under the Amended and Restated Caesars Master Lease are jointly and severally guaranteed by Caesars and by most of Caesars
subsidiaries that occupy and operate the
88
leased facilities. The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the
facilities leased under the Boyd Master Lease.
The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent
coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, (i) every five years to
an amount equal to 4% of the average net revenues of all facilities under the Penn Master Lease (other than Hollywood Casino Columbus and Hollywood
Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20% of the net revenues of
Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a contractual baseline, although Hollywood Casino
Toledo has a monthly percentage rent floor which equals $22.9 million annually.
Similar to the Penn Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual
2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively
adjusted, every two years to an amount equal to 4% of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the
preceding two years in excess of a contractual baseline. The Amended Pinnacle Master Lease reset on May 1, 2020 which resulted in an annual decline of
$5.0 million.
On July 23, 2020, the Amended and Restated Caesars Master Lease became effective as described more fully in Note 1. This modification was
accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment. As a result, the existing deferred
revenue at the time of the amendment is being recognized to the income statement over the Amended and Restated Caesars Master Lease's new initial lease
term, which now expires in September 2038. The Company has concluded the renewal options of up to an additional 20 years at the tenants' option are not
reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant. In addition, the guaranteed fixed escalations
in the new initial lease term will be recognized on a straight line basis.
On December 18, 2020, following the receipt of required regulatory approvals, the Company and Caesars completed an Exchange Agreement with
subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the
Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million. The Waterloo and Bettendorf facilities were
added to the Amended and Restated Caesars Master Lease and the rent was increased by $520,000 annually. This Exchange Transaction resulted in a
reconsideration of the Amended and Restated Caesars Master Lease which resulted in the continuation of operating lease treatment for accounting
classification purposes. Additionally, a non cash gain of $41.4 million was recorded in other income which reflected the fair value of the Waterloo and
Bettendorf facilities which exceeded the net book value of the Tropicana Evansville property and the $5.7 million payment at the date of the exchange.
The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio
thresholds are met, and a component that is based on the performance of the facilities, which is adjusted, every two years to an amount equal to 4% of the
average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.
In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease
with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent is comprised of
a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is
based on the performance of the facilities which is adjusted, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park
during the preceding two years in excess of a contractual baseline.
On September 29, 2020, the Company acquired the real estate of Lumière Place in satisfaction of the CZR loan, subject to the Lumière Place
Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenants' option. The
Lumière Place Lease's rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met.
The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility,
which is reset every two years to an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year
period. The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which
remains at 5% until the earlier of ten years or the year in which total rent is $31.0 million, at which point the escalator will be reduced to 2% annually
thereafter.
The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under Penn's
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gaming facility under construction for an initial cash rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter
the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the
following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is
at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI
increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.
The rent structure under the Casino Queen Lease also includes a fixed component, a portion of which is subject to an annual 2% escalator if
certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facility, which is reset every five years to an amount
equal to the greater of (i) the annual amount of non-fixed rent applicable for the lease year immediately preceding such rent reset year and (ii) an amount
equal to 4% of the average annual net revenues of the facility for the trailing five-year period.
Furthermore, the Company's master leases provide for a floor on the percentage rent described above, should the Company's tenants acquire or
commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing master lease with such tenant).
These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar
year immediately preceding the year in which the competing facility is acquired or first operated by the tenant. In June 2019, a percentage rent floor was
triggered on Penn's Hollywood Casino Toledo property, as a result of Penn's purchase of the operations of the Greektown Casino-Hotel in Detroit,
Michigan.
In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs: (1) all facility maintenance,
(2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's
interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services
necessary or appropriate for the leased properties and the business conducted on the leased properties.
The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn nor Casino Queen
could continue as a going concern without the property(ies) that are leased to them under the Penn Master Lease and the Casino Queen Master Lease. At
lease inception, all of Casino Queen's revenues and substantially all of Penn's revenues were generated from operations in connection with the leased
properties. There are also various legal restrictions in the jurisdictions in which Penn, and Casino Queen operate that limit the availability and location of
gaming facilities, which makes relocation or replacement of the leased gaming facilities restrictive and potentially impracticable or unavailable. Moreover,
under the terms of the Penn Master Lease, Penn must make renewal elections with respect to all of the leased property together; the tenant is not entitled to
selectively renew certain of the leased property while not renewing other property. Accordingly, the Company concluded that failure by Penn or Casino
Queen to renew the Penn Master Lease or Casino Queen Lease, respectively, would impose a significant penalty on such tenant such that renewal of all
lease renewal options appeared at lease inception to be reasonably assured. Therefore, the Company concluded that the term of the Penn Master Lease and
the Casino Queen Lease is 35 years, equal to the initial 15-year term plus all four of the 5-year renewal options.
On October 15, 2018, in conjunction with the Penn-Pinnacle Merger, the Pinnacle Master Lease was amended by a fourth amendment to allow for
the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle
to Boyd. As a result of this amendment, the Company reassessed the lease's classification and determined the Amended Pinnacle Master Lease qualified for
operating lease treatment under ASC 840. Therefore, subsequent to the Penn-Pinnacle Merger, the Amended Pinnacle Master Lease is treated as an
operating lease in its entirety. Because the properties under the Amended Pinnacle Master Lease did not represent a meaningful portion of Penn's business
at the time Penn assumed the Amended Pinnacle Master Lease, the Company concluded that the lease term of the Amended Pinnacle Master Lease is 10
years, equal to the initial 10-year term only.
In connection with Penn exercising its first renewal option on October 1, 2020, the Company reassessed the Amended Pinnacle Master Lease as
the lease term now concludes on May 1, 2031. The Company continued to conclude that each individual lease component within the Amended Pinnacle
Master Lease meets the definition of an operating lease. The deferred rent and fixed minimum lease payments at October 1, 2020 are being recognized on a
straight-line basis over the new initial lease term ending on May 1, 2031.
Because the Meadows Lease was a single property lease operated by a large multi-property operator, GLPI concluded it was not reasonably
assured at lease inception that the operator would elect to exercise any lease renewal options. Therefore, the Company concluded that the lease term of the
Meadows Lease is 10 years, equal to the initial 10-year term only. In
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conjunction with the Penn-Pinnacle Merger, Penn assumed the Meadows Lease from Pinnacle. The accounting for the Meadows Lease, including the lease
term was not impacted by the change in tenant. Based upon similar fact patterns, the Company concluded it was not reasonably assured at lease inception
that Caesars or Boyd would elect to exercise all lease renewal options under the Caesars Master Lease and the Boyd Master Lease as the earnings from
these properties did not represent a meaningful portion of either tenant's business at lease inception; therefore the Company concluded that the lease term of
the Amended and Restated Caesars Master Lease was its remaining initial lease term which was extended by 5 years when the Amended and Restated
Caesars Master Lease became effective on July 23, 2020. The lease term of the Boyd Master Lease is 10 years, equal to the initial term of such master
lease.
The Belterra Park Lease, Morgantown Lease and Lumière Park Lease are single property leases operated by large-multi-property operators and as
such the Company concluded it was not reasonably assured at lease inception that the operator would elect to exercise any renewal options, as such the
lease term of these leases is equal to their initial terms.
Details of the Company's rental income for the year ended December 31, 2020 was as follows (in thousands):
Building base rent
(1)
Land base rent
Percentage rent
Total cash rental income
(2)
Straight-line rent adjustments
Ground rent in revenue
Other rental revenue
Total rental income
Year Ended December
31, 2020
$
$
$
676,929
194,939
148,647
1,020,515
(4,576)
14,905
192
1,031,036
(1)
(2)
Building base rent is subject to the annual rent escalators described above.
Cash rental income includes rent credits of $337.5 million related to the Tropicana Las Vegas and Morgantown transactions with Penn. See Note 7 for
further details.
As of December 31, 2020, the future minimum rental income from the Company's rental properties under non-cancelable operating leases,
including any reasonably assured renewal periods, was as follows (in thousands):
Year ending
December 31,
Future Rental Payments
Receivable
2021
2022
2023
2024
2025
Thereafter
Total
$
$
1,015,479
987,785
962,333
930,017
931,378
12,488,695
17,315,687
Straight-Line Rent
Adjustments
$
3,312
22,180
30,927
30,053
28,927
217,662
333,061
$
Future Base Ground
Rents Receivable
Future Income to be
Recognized Related to Operating
Leases
$
$
9,462
9,468
9,473
9,480
9,486
78,558
125,927
$
$
1,028,253
1,019,433
1,002,733
969,550
969,791
12,784,915
17,774,675
The table above presents the cash rent the Company expects to receive from its tenants, offset by adjustments to recognize this rent on a straight-
line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground
leases in the table above. For further details on these tenant paid ground leases, refer to Note 9.
The Company may periodically loan funds to casino owner-operators for the purchase of real estate. Interest income related to real estate loans is
recorded as revenue from real estate within the Company's consolidated statements of income in the period earned. During the years ended December 31,
2020 and 2019, the Company recognized interest income from these real estate loans of $19.1 million and $28.9 million, respectively.
91
Gaming, Food, Beverage and Other Revenues
Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines, and to a lesser extent, table game and poker
revenue. Gaming revenue is recognized net of certain sales incentives, including promotional allowances in accordance with ASC 606. The Company also
defers a portion of the revenue received from customers (who participate in the points-based loyalty programs) at the time of play until a later period when
the points are redeemed or forfeited. Other revenues at our TRS Properties are derived from our dining, retail and certain other ancillary activities. During
the years ended December 31, 2020 and 2019, the Company recognized gaming, food, beverage and other revenue of $103.0 million and $128.4 million,
respectively.
15. Stock-Based Compensation
As of December 31, 2020, the Company had 4,111,073 shares available for future issuance under the Amended 2013 Long Term Incentive
Compensation Plan (the "2013 Plan"). The 2013 Plan provides for the Company to issue restricted stock awards, including performance-based restricted
stock awards and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards. The
Company issues new authorized common shares to satisfy stock option exercises and restricted stock award releases.
As of December 31, 2020, there was $3.2 million of total unrecognized compensation cost for restricted stock awards that will be recognized over
the grants' remaining weighted average vesting period of 1.59 years. For the years ended December 31, 2020, 2019 and 2018, the Company recognized $9.3
million, $7.5 million and $4.7 million, respectively, of compensation expense associated with these awards. The total fair value of awards released during
the years ended December 31, 2020, 2019 and 2018, was $13.7 million, $10.1 million and $10.0 million, respectively.
The following table contains information on restricted stock award activity for the years ended December 31, 2020 and 2019:
Outstanding at December 31, 2018
Granted
Released
Canceled
Outstanding at December 31, 2019
Granted
Released
Canceled
Outstanding at December 31, 2020
Number of
Award
Shares
Weighted Average
Grant-Date Fair
Value
299,642 $
317,290 $
(299,961) $
— $
316,971 $
275,456 $
(331,868) $
(7,999) $
252,560 $
33.53
22.69
21.47
—
34.10
28.29
25.65
38.46
38.72
Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year
period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of
the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the
companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. The
triple-net measurement group includes publicly traded REITs, which the Company believes derive at least 75% of revenues from triple-net leases and meet
a minimum market capitalization. As of December 31, 2020, there was $9.0 million of total unrecognized compensation cost for performance-based
restricted stock awards, which will be recognized over the awards' remaining weighted average vesting period of 1.73 years. For the years ended
December 31, 2020, 2019 and 2018, the Company recognized $10.7 million, $8.7 million and $6.4 million, respectively, of compensation expense
associated with these awards. The total fair value of performance-based stock awards released during the years ended December 31, 2020, 2019, and 2018
was $23.4 million, $14.7 million, and $20.1 million respectively.
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The following table contains information on performance-based restricted stock award activity for the years ended December 31, 2020 and 2019:
Outstanding at December 31, 2018
Granted
Released
Canceled
Outstanding at December 31, 2019
Granted
Released
Canceled
Outstanding at December 31, 2020
Number of Performance-Based
Award Shares
Weighted Average
Grant-Date Fair Value
18.60
17.85
17.22
18.63
18.77
23.62
18.51
20.74
20.72
1,342,000 $
512,000 $
(447,334) $
(23,332) $
1,383,334 $
504,000 $
(561,667) $
(131,673) $
1,193,994 $
16. Income Taxes
The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT. The benefits
of the intended REIT conversion on the Company's tax provision and effective income tax rate are reflected in the tables below. Deferred tax assets and
liabilities are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated
balance sheets. These temporary differences result in taxable or deductible amounts in future years. As a result of the Tax Cuts and Jobs Act, the corporate
tax rate was permanently lowered from the previous maximum rate of 35% to 21%, effective for tax years including or commencing January 1, 2018.
The components of the Company's deferred tax assets and liabilities are as follows:
Year ended December 31,
Deferred tax assets:
Accrued expenses
Property and equipment
Interest expense
Net operating losses
Gross deferred tax assets
Less: valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Property and equipment
Intangibles
Net deferred tax liabilities
Net:
2020
2019
(in thousands)
$
$
1,508 $
6,443
1,170
310
9,431
(1,731)
7,700
(556)
(1,813)
(2,369)
5,331 $
1,597
5,844
596
—
8,037
—
8,037
(624)
(1,636)
(2,260)
5,777
The carrying amounts of deferred tax assets have been reduced by a valuation allowance if, based on the available evidence, it is more likely than
not that such assets will not be realized. In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not
standard for all periods, the Company gives appropriate consideration to all positive and negative evidence related to the realization of the deferred tax
assets.
As of December 31, 2020, the valuation allowance against deferred tax assets was $1.7 million. The valuation allowance balance is associated
mainly with net operating losses, disallowed interest expense carryforward, and other additional deferred tax assets.
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The provision for income taxes charged to operations for years ended December 31, 2020, 2019 and 2018 was as follows:
Year ended December 31,
Current tax expense
Federal
State
Total current
Deferred tax (benefit) expense
Federal
State
Total deferred
Total provision
2020
2019
(in thousands)
2018
$
$
1,111 $
2,315
3,426
467
(16)
451
3,877 $
3,005 $
2,514
5,519
(667)
(88)
(755)
4,764 $
2,856
2,630
5,486
(512)
(10)
(522)
4,964
The following tables reconcile the statutory federal income tax rate to the actual effective income tax rate for the years ended December 31, 2020,
2019 and 2018:
Year ended December 31,
Percent of pretax income
U.S. federal statutory income tax rate
State and local income taxes
Valuation allowance
REIT conversion benefit
Goodwill impairment charges
Other miscellaneous items
Year ended December 31,
Amount based upon pretax income
U.S. federal statutory income tax
State and local income taxes
Valuation allowance
REIT conversion benefit
Goodwill impairment charges
Permanent differences
Other miscellaneous items
2020
2019
2018
21.0 %
0.4 %
0.3 %
(21.0)%
— %
0.1 %
0.8 %
21.0 %
0.5 %
— %
(20.3)%
— %
— %
1.2 %
21.0 %
0.6 %
— %
(23.8)%
3.6 %
— %
1.4 %
2020
2019
(in thousands)
2018
$
$
107,013 $
1,955
1,731
(106,839)
—
16
1
3,877 $
83,086 $
2,051
—
(80,397)
—
23
1
4,764 $
72,341
2,246
—
(82,151)
12,485
19
24
4,964
The Company is still subject to federal income tax examinations for its years ended December 31, 2016 and forward.
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17. Earnings Per Share
The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average
common shares outstanding used in the calculation of diluted EPS for the years ended December 31, 2020, 2019 and 2018:
Determination of shares:
Weighted-average common shares outstanding
Assumed conversion of employee stock-based awards
Assumed conversion of restricted stock awards
Assumed conversion of performance-based restricted stock awards
Diluted weighted-average common shares outstanding
2020
Year Ended December 31,
2019
(in thousands)
2018
218,817
—
76
880
219,773
214,667
—
117
1,002
215,786
213,720
206
80
773
214,779
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2020,
2019 and 2018:
Calculation of basic EPS:
Net income
Less: Net income allocated to participating securities
Net income attributable to common shareholders
Weighted-average common shares outstanding
Basic EPS
Calculation of diluted EPS:
Net income
Diluted weighted-average common shares outstanding
Diluted EPS
Year Ended December 31,
2020
2018
2019
(in thousands, except per share and share amounts)
$
$
$
$
$
505,711 $
(583)
505,128 $
218,817
2.31 $
390,881 $
(576)
390,305 $
214,667
1.82 $
505,711 $
219,773
2.30 $
390,881 $
215,786
1.81 $
339,516
(475)
339,041
213,720
1.59
339,516
214,779
1.58
Antidilutive securities excluded from the computation of diluted earnings per share (in
shares)
426
—
13,335
18. Shareholders' Equity
Common Stock
On August 14, 2019, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $600
million of its common stock from time to time through a sales agent in "at the market" offerings (the "2019 ATM Program"). Actual sales will depend on a
variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding.
The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the 2019
ATM Program. The 2019 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares
sold under the 2019 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $600
million. The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on
one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash
proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price.
However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case proceeds may or may not be
received or cash may be owed to the forward purchaser.
95
In connection with the 2019 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2% of the gross sales
price of the shares sold. Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up
to 2% of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.
During the year ended December 31, 2020, GLPI sold 7,971 shares of its common stock at an average price of $45.90 per share under the 2019
ATM Program, which generated gross proceeds of approximately $0.4 million (net proceeds of approximately $0.2 million). Program commencement to
date, the Company has sold 9,471 shares of its common stock at an average price of $45.46 per share and generated gross proceeds of approximately
$0.4 million (net costs of approximately $0.1 million). As of December 31, 2020, the Company had $599.6 million remaining for issuance under the 2019
ATM Program and had not entered into any forward sale agreements.
During the fourth quarter of 2020, the Company issued 9.2 million shares of common stock at $36.25 per share to partially finance the funding
required for the upcoming Bally's transaction. See Note 7 for further details.
The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2020, 2019 and 2018:
Declaration Date
Shareholder Record Date
Securities
Class
Dividend Per
Share
Period Covered
Distribution Date
Dividend Amount
(1)
(in thousands)
2020
2019
2018
February 20, 2020
March 6, 2020
April 29, 2020
May 13, 2020
August 6, 2020
August 17, 2020
November 5, 2020
November 16, 2020
February 19, 2019
March 8, 2019
May 28, 2019
June 14, 2019
August 20, 2019
September 6, 2019
November 26, 2019
December 13, 2019
February 1, 2018
March 9, 2018
April 24, 2018
June 15, 2018
July 31, 2018
September 7, 2018
October 12, 2018
December 14, 2018
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
$
$
$
$
$
$
$
$
$
$
$
$
0.70 First Quarter 2020
March 20, 2020 $
150,574
0.60 Second Quarter 2020
June 26, 2020 $
129,071
0.60 Third Quarter 2020
September 25, 2020 $
130,697
0.60 Fourth Quarter 2020
December 24, 2020 $
137,943
0.68 First Quarter 2019
March 22, 2019 $
145,954
0.68 Second Quarter 2019
June 28, 2019 $
145,978
0.68 Third Quarter 2019
September 20, 2019 $
145,984
0.70 Fourth Quarter 2019
December 27, 2019 $
150,285
0.63 First Quarter 2018
March 23, 2018 $
134,490
0.63 Second Quarter 2018
June 29, 2018 $
134,631
0.63 Third Quarter 2018
September 21, 2018 $
134,844
0.68 Fourth Quarter 2018
December 28, 2018 $
145,627
(1) Dividend distributed on June 26, 2020 was paid $25.8 million in cash and $103.2 million in stock (2,697,946 shares at $38.2643). Dividend
distributed on September 25, 2020 was paid $26.2 million in cash and $104.5 million in stock (2,767,704 shares at $37.7635). Dividend distributed on
December 24, 2020 was paid $27.6 million in cash and $110.3 million in stock (2,543,675 shares at $43.3758). For accounting purposes, since the
Company is in an accumulated deficit position the value of the stock dividend was recorded at its par value.
In addition, for the years ended December 31, 2020, 2019 and 2018, dividend payments were made to GLPI restricted stock award holders in the
amount of $0.8 million, $0.9 million and $0.8 million, respectively. Dividends distributed to the Company's employees on June 26, 2020 were paid $33
thousand in cash and $153 thousand in stock (4,006 shares at $38.2643). Dividends distributed to the Company's employees on September 25, 2020 were
paid $32 thousand in cash and $217 thousand
96
in stock (5,746 shares at$37.7635). Dividends distributed to the Company's employees on December 24, 2020 were paid $34 thousand in cash and $118
thousand in stock (2,722 shares at $43.3758).
A summary of the Company's common stock distributions for the years ended December 31, 2020, 2019 and 2018 is as follows (unaudited):
Qualified dividends
Non-qualified dividends
Capital gains
Non-taxable return of capital
Total distributions per common share
Percentage classified as qualified dividends
Percentage classified as non-qualified dividends
Percentage classified as capital gains
Percentage classified as non-taxable return of capital
Year Ended December 31,
2019
(in dollars per share)
0.0387
2.2649
0.0353
0.4011
2.74
$
$
$
$
1.41 %
82.66 %
1.29 %
14.64 %
100.00 %
2018
0.0391
2.2955
0.0270
0.2084
2.57
1.52 %
89.32 %
1.05 %
8.11 %
100.00 %
$
$
2020
—
2.4517
0.0025
0.0458
2.50
— %
98.07 %
0.10 %
1.83 %
100.00 %
97
19. Segment Information
The following tables present certain information with respect to the Company’s segments. Intersegment revenues between the Company’s
segments were not material in any of the periods presented below.
GLP Capital
TRS Segment
(1)
Total
(in thousands)
For the year ended December 31, 2020
Total revenues
Income from operations
Interest expense
Income before income taxes
Income tax expense
Net income (loss)
Depreciation
Capital project expenditures
Capital maintenance expenditures
(2)
For the year ended December 31, 2019
Total revenues
Income from operations
Interest expense
Income before income taxes
Income tax expense
Net income
Depreciation
Capital project expenditures
Capital maintenance expenditures
For the year ended December 31, 2018
Total revenues
Income (loss) from operations
Interest expense
Income (loss) before income taxes
Income tax expense
Net income (loss)
Depreciation
Capital project expenditures
Capital maintenance expenditures
Balance sheet at December 31, 2020
Total assets
Balance sheet at December 31, 2019
Total assets
$
$
$
$
$
1,050,166 $
792,467
266,163
508,757
697
508,060
222,041
—
186
1,025,082 $
694,215
291,114
382,841
657
382,184
232,708
—
22
923,182 $
630,122
237,278
391,196
855
390,341
127,696
20
55
102,999
16,807
15,979
831
3,180
(2,349)
8,932
474
2,944
128,391
23,208
10,406
12,804
4,107
8,697
7,727
—
2,995
132,545
(36,312)
10,406
(46,716)
4,109
(50,825)
9,397
—
4,229
8,590,190 $
444,178
8,299,143 $
135,155
$
$
$
$
$
1,153,165
809,274
282,142
509,588
3,877
505,711
230,973
474
3,130
1,153,473
717,423
301,520
395,645
4,764
390,881
240,435
—
3,017
1,055,727
593,810
247,684
344,480
4,964
339,516
137,093
20
4,284
9,034,368
8,434,298
(1)
Results for the year ended December 31, 2020 include depreciation expense of $2.7 million associated with Tropicana Las Vegas.
(2)
Interest expense is net of intercompany interest eliminations of $16.0 million for the year ended December 31, 2020 compared to $10.4 million for each
of the years ended December 31, 2019 and 2018.
98
20. Supplemental Disclosures of Cash Flow Information and Noncash Activities
Supplemental disclosures of cash flow information are as follows:
Year ended December 31,
2020
2019
(in thousands)
2018
Cash paid for income taxes, net of refunds received
Cash paid for interest
$
3,383 $
261,127
5,554 $
274,530
5,389
229,779
Noncash Investing and Financing Activities
On January 1, 2019, in conjunction with its adoption of ASU 2016-02, the Company recorded right-of-use assets and related lease liabilities of
$203 million on its consolidated balance sheet to represent its rights to underlying assets and future lease obligations. In 2020, the Company acquired from
Penn the real property associated with the Tropicana Las Vegas in exchange for rent credits of $307.5 million and the land at Penn's development facility in
Morgantown, Pennsylvania for rent credits of $30.0 million. For the year ended December 31, 2020, the Company also acquired the real property of
Belterra Park in satisfaction of the Belterra Park Loan of $57.7 million held on the property, subject to the Belterra Park Lease and acquired the real
property of Lumière Place in satisfaction of the $246.0 million CZR loan subject to the Lumière Place Lease. In addition, as described in Note 7, the
Company entered into an Exchange Agreement pursuant to which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf for
the real estate assets of Tropicana Evansville and a cash payment of $5.7 million.
Finally, see Note 18 for a description of the stock dividend that has been distributed in 2020. The Company did not engage in any other noncash
investing and financing activities during the years ended December 31, 2020, 2019 and 2018.
99
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
December 31, 2020
(in thousands)
Initial Cost to Company
Gross Amount at which Carried at Close of
Period
Location
Encumbrances
Land and
Improvements
Buildings and
Improvements
Net
Capitalized
Costs
(Retirements)
Subsequent to
Acquisition
Land and
Improvements
Buildings and
Improvements
Total
(6)
Accumulated
Depreciation
—
$
15,251
$
342,393
$
(30)
$
15,222
$
342,392
$ 357,614
$
163,370
Description
Rental Properties:
Hollywood Casino
Lawrenceburg
Hollywood Casino
Aurora
Hollywood Casino Joliet
Argosy Casino Alton
Hollywood Casino
Toledo
Hollywood Casino
Columbus
Hollywood Casino at
Charles Town Races
Hollywood Casino at
Penn National Race
Course
Lawrenceburg,
IN
$
Aurora, IL
Joliet, IL
Alton, IL
Toledo, OH
Columbus, OH
Charles Town,
WV
Grantville, PA
Henderson,
NV
Bangor, ME
Hobbs, NM
Bay St. Louis,
MS
M Resort
Hollywood Casino
Bangor
Zia Park Casino
Hollywood Casino Gulf
Coast
Argosy Casino Riverside Riverside, MO
Hollywood Casino
Tunica
Boomtown Biloxi
Hollywood Casino
St. Louis
Hollywood Casino at
Dayton Raceway
Hollywood Casino at
Mahoning Valley
Race Track
Tunica, MS
Biloxi, MS
Maryland
Heights, MO
Youngstown,
OH
Dayton, OH
(1)
Resorts Casino Tunica
st
1 Jackpot Casino
Ameristar Black Hawk
Ameristar East Chicago
Tunica, MS
Tunica, MS
Black Hawk,
CO
East Chicago,
IN
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,937
98,378
19,214
—
101,104
6,462
12,003
144,093
38,240
188,543
35,102
233,069
25,500
161,810
66,104
126,689
12,883
9,313
59,388
23,468
4,634
3,423
84,257
38,947
87,352
143,301
42,031
63,083
44,198
177,063
3,211
5,683
—
161
—
—
12,860
10,100
243,092
334,024
4,198
123,430
(383)
(20)
—
(201)
105
—
—
(436)
—
—
(229)
(77)
—
(137)
(3,239)
86,288
94,314
(12,860)
—
—
—
100
Original
Date of
Construction /
Renovation
1997/2009
1993/2002/
2012
1992/2003/
2010
1991/1999
2012
2012
Date
Acquired
11/1/2013
11/1/2013
11/1/2013
11/1/2013
11/1/2013
11/1/2013
4,936
97,996
102,932
19,194
—
101,104
6,462
120,298
6,462
11,802
144,093
155,895
38,266
188,622
226,888
72,868
64,300
4,741
45,379
60,259
35,102
233,069
268,171
146,579
1997/2010
11/1/2013
25,500
161,810
187,310
88,411
2008/2010
11/1/2013
65,668
126,689
192,357
45,421
2009/2012
11/1/2013
12,883
9,313
59,176
23,391
4,634
3,286
84,257
38,947
97,140
48,260
87,335
143,301
146,511
166,692
42,031
63,083
46,665
66,369
38,102
23,174
56,358
72,307
29,759
52,448
2008/2012
2005
1992/2006/
2011
1994/2007
1994/2012
1994/2006
11/1/2013
11/1/2013
11/1/2013
11/1/2013
11/1/2013
11/1/2013
40,959
177,063
218,022
98,929
1997/2013
11/1/2013
3,211
86,288
89,499
17,732
2014
11/1/2013
5,833
94,164
99,997
19,113
—
161
—
10,100
—
10,261
243,092
334,024
577,116
4,198
123,430
127,628
—
1,356
24,886
10,578
2014
1994/1996/
2005/2014
1995
2000
1997
11/1/2013
5/1/2017
5/1/2017
4/28/2016
4/28/2016
Life on
which
Depreciation
in Latest
Income
Statement is
Computed
31
30
31
31
31
31
31
31
30
31
31
40
37
31
15
13
31
31
N/A
31
31
31
Belterra Casino Resort
Ameristar Council Bluffs
L'Auberge Baton Rouge
Boomtown Bossier City
L'Auberge Lake Charles
Boomtown New Orleans
Ameristar Vicksburg
River City Casino & Hotel
Ameristar Kansas City
Ameristar St. Charles
Jackpot Properties
Plainridge Park Casino
Belterra Park Gaming and
(1)
Entertainment Center
The Meadows Racetrack
and Casino
Casino Queen
Tropicana Atlantic City
(2)
Tropicana Evansville
Tropicana Laughlin
Trop Casino Greenville
(2)
Belle of Baton Rouge
Isle Casino Waterloo
Isle Casino Bettendorf
Lumiere Place
Hollywood Casino
Morgantown
(1)
(3)
(4)
Headquarters Property:
(4)
GLPI Corporate Office
Other Properties
Other owned land
(5)
Florence, IN
Council Bluffs,
IA
Baton Rouge,
LA
Bossier City,
LA
Lake Charles,
LA
Boomtown, LA
Vicksburg, MS
St Louis, MO
Kansas City,
MO
St. Charles,
MO
Jackpot, NV
Plainridge, MA
Cincinnati, OH
Washington,
PA
East St. Louis,
IL
Atlantic City,
NJ
Evansville, IN
Laughlin, NV
Greenville, MS
Baton Rouge,
LA
Waterloo, IA
Bettendorf, IA
St Louis, MO
Morgantown,
PA
Wyomissing,
PA
various
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
63,420
172,875
84,009
109,027
205,274
178,426
79,022
107,067
14,831
46,019
128,068
8,117
310,877
58,258
96,106
221,038
239,111
271,598
375,597
48,785
127,068
437,908
61,550
123,850
11,689
45,995
181,532
141,370
70,716
70,014
166,974
47,439
20,671
—
11,873
64,263
29,636
26,930
30,253
392,923
146,930
80,530
21,680
52,400
77,958
85,150
219,070
—
—
—
—
—
—
—
—
—
—
—
—
—
—
386
—
—
(194,369)
—
—
—
—
—
—
—
63,420
172,875
236,295
16,123
84,009
109,027
193,036
9,648
205,274
178,426
383,700
14,158
79,022
107,067
186,089
14,831
46,019
128,068
8,117
310,877
58,258
96,106
221,038
325,708
104,277
224,174
229,155
239,111
271,598
510,709
375,596
48,785
127,068
437,908
61,550
123,850
813,504
110,335
250,918
11,689
45,995
57,684
181,918
141,370
323,288
70,716
70,014
140,730
166,974
—
20,671
—
11,873
64,263
29,636
26,930
30,253
392,923
—
80,530
21,680
52,400
77,958
85,150
219,070
559,897
—
101,201
21,680
64,273
142,221
114,786
246,000
—
30,253
8,826
28,166
5,238
10,290
18,138
24,970
33,300
7,290
8,823
1,401
24,291
18,882
28,061
—
6,428
1,544
5,488
105
114
2,151
—
2000
1996
2012
2002
2005
1994
1994
2010
1997
1994
1954
2015
2013
2006
1999
1981
1995
1988
2012
1994
2005
2015
2005
2020
2,711,300
6,001,589
(30,888)
2,660,070
6,021,930
8,682,000
1,409,505
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
4/28/2016
10/15/2018
5/6/2020
9/9/2016
1/23/2014
10/1/2018
10/1/2018
10/1/2018
10/1/2018
10/1/2018
12/18/2020
12/18/2020
10/1/2020
31
31
31
31
31
31
31
31
31
31
31
31
31
31
31
31
N/A
27
31
31
31
31
31
10/1/2020
N/A
750
8,465
6,798
—
85
—
750
8,550
9,300
1,435
2014/2015
9/19/2014
31
6,798
—
6,798
—
$
2,718,848
$
6,010,054
$
(30,803)
$
2,667,618
$
6,030,480
$ 8,698,098
$
1,410,940
101
(1)
During 2020, the Company acquired the real estate of both of these properties in satisfaction of previously outstanding loans, subject to the
Belterra Park Lease and the Lumiere Place Lease, respectively.
(2)
On December 18, 2020 Caesar's elected to replace Tropicana Evansville with Isle Casino Bettendorf and Isle Casino Waterloo as allowed under the
Amended and Restated Caesars Master Lease.
(3)
On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's gaming
facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits which were fully utilized by Penn in the fourth
quarter of 2020. The Company is leasing the land back to an affiliate of Penn pursuant to the Morgantown Lease for an initial annual rent of $3.0 million,
subject to escalation provisions following the opening of the property.
(4)
The Company's corporate headquarters building was completed in October 2015. The land was purchased on September 19, 2014 and construction on
the building occurred through October 2015.
(5)
This includes undeveloped land the Company owns at locations other than its tenant occupied properties.
(6)
The aggregate cost for federal income tax purposes of the properties listed above was $8.34 billion at December 31, 2020. This amount includes the tax
basis of all real property assets acquired from Pinnacle, including building assets. The table above excludes the real estate assets of Tropicana Las Vegas
which as described in Note 7 is in our TRS Segment and was acquired for $307.5 million ($226.2 million of Land and improvements and $81.3 million in
Building and Improvements) in April 2020 with accumulated depreciation at December 31, 2020 totaling $2.7 million.
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2020, 2019 and 2018 is as follows:
Real Estate:
Balance at the beginning of the period
Acquisitions
Capital expenditures and assets placed in service
Dispositions
Balance at the end of the period
Accumulated Depreciation:
Balance at the beginning of the period
Depreciation expense
Dispositions
Balance at the end of the period
4
102
Year Ended December 31,
2020
2019
2018
(in thousands)
$
8,301,496
$
8,314,546
$
4,519,501
590,971
—
—
1,199,135
—
(194,369)
8,698,098
$
(13,050)
8,301,496
$
(3,270)
8,314,546
$
$ (1,200,941)
$
(983,086)
$
(857,456)
(220,069)
(230,716)
10,070
$ (1,410,940)
12,861
$ (1,200,941)
$
(125,630)
—
(983,086)
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
Mortgage Loans:
Balance at the beginning of the period
Additions during the period:
New mortgage loans
Deductions during the period:
Collections of principal
Other deductions
(1)
Balance at the end of the period
Year Ended December
31, 2020
Year Ended December
31, 2019
(in thousands)
$
$
57,684
$
303,684
—
—
—
—
(57,684)
—
$
(246,000)
57,684
(1)
On October 1, 2019, the one-year anniversary of the CZR Loan, the mortgage evidenced by a deed of trust on the Lumière Place property terminated and
the loan became unsecured.
(2)
In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the loan, subject to a long-term lease (the "Belterra Park Lease")
with a Boyd affiliate operating the property.
103
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, under the supervision and with the participation of the principal executive officer and principal financial officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2020, which is the end of the period covered by this Annual
Report on Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required
to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our principal executive
officer and principal financial officer concluded that as of December 31, 2020 the Company's disclosure controls and procedures were effective to ensure
that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is (i) recorded, processed, summarized,
evaluated and reported, as applicable, within the time periods specified in the United States Securities and Exchange Commission's rules and forms and
(ii) accumulated and communicated to the Company's management, including the Company's principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company's management conducted an assessment of the Company's internal control over
financial reporting and concluded it was effective as of December 31, 2020. In making this assessment, management used the criteria established by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).
Deloitte & Touche LLP, the Company's independent registered accounting firm, issued an audit report on the effectiveness of the Company's
internal control over financial reporting as of December 31, 2020, which is included on the following page of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
that occurred during the fiscal quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.
104
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Gaming and Leisure Properties, Inc. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Gaming and Leisure Properties, Inc. and Subsidiaries (the "Company") as of December 31,
2020, based on criteria established in Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control -- Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements and financial statement schedules as of and for the year ended December 31, 2020, of the Company and our report dated February 19,
2021, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche
New York, New York
February 19, 2021
105
ITEM 9B. OTHER INFORMATION
None.
106
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item concerning directors is hereby incorporated by reference to the Company's definitive proxy statement for its
2021 Annual Meeting of Shareholders (the "2021 Proxy Statement"), to be filed with the U.S. Securities and Exchange Commission within 120 days after
December 31, 2020, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Information required by this item concerning
executive officers is included in Part I of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information called for in this item is hereby incorporated by reference to the 2021 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS
MATTERS
The information called for in this item is hereby incorporated by reference to the 2021 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information called for in this item is hereby incorporated by reference to the 2021 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for in this item is hereby incorporated by reference to the 2021 Proxy Statement.
107
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial Statements. The following is a list of the Consolidated Financial Statements of the Company and its subsidiaries and supplementary data
filed as part of Item 8 hereof:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
2. Financial Statement Schedules:
Schedule III. Real Estate and Accumulated Depreciation as of December 31, 2020
Schedule IV. Mortgage Loans on Real Estate as of December 31, 2020
3. Exhibits, Including Those Incorporated by Reference.
The exhibits to this Report are listed on the accompanying index to exhibits and are incorporated herein by reference or are filed as part of this
annual report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
108
Exhibit
EXHIBIT INDEX
Description of Exhibit
2.1 Separation and Distribution Agreement, dated November 1, 2013, by and between Penn National Gaming, Inc. and Gaming and Leisure
Properties, Inc. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on November 7, 2013).
2.2 Agreement and Plan of Merger, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc., Gaming and Leisure Properties, Inc.
and Gold Merger Sub, LLC. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on July 22, 2015).
2.3 Amendment No. 1, dated as of March 25, 2016, to Agreement and Plan of Merger, dated as of July 20, 2015, by and among Pinnacle
Entertainment, Inc., Gaming and Leisure Properties, Inc. and Gold Merger Sub, LLC. (Incorporated by reference to Exhibit 2.1 to the
Company's current report on Form 8-K filed on March 28, 2016).
2.4 Separation and Distribution Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc., Pinnacle Entertainment, Inc. and
solely with respect to Article VIII, Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 2.4 to the Company's current
report on Form 8-K filed on April 28, 2016).
2.5 Agreement and Plan of Merger, dated as of April 15, 2018, by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P.
and Tropicana Entertainment Inc. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K, filed on April 16,
2018).
2.6 Purchase and Sale Agreement, dated as of April 15, 2018, by and between Tropicana Entertainment Inc. and GLP Capital, L.P. (Incorporated
by reference to Exhibit 2.2 to the Company's current report on Form 8-K, filed on April 16, 2018).
2.7 Amendment No. 1 and Joinder to Purchase and Sale Agreement, dated as of October 1, 2018, by and among Tropicana Entertainment, Inc.,
Eldorado Resorts, Inc. and GLP Capital, L.P. (Incorporated by reference to Exhibit 2.3 to the Company's current report on Form 8-K, filed on
October 1, 2018).
3.1 Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the
Company's current report on Form 8-K filed on June 15, 2018).
3.2 Amended and Restated Bylaws of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.2 to the Company's current
report on Form 8-K filed on June 15, 2018).
4.1
Indenture, dated as of October 30, 2013, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure
Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 to the
Company's current report on Form 8-K filed on November 1, 2013).
4.2 First Supplemental Indenture, dated as of March 28, 2016, by and among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers and Wells
Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed
on March 28, 2016).
4.3 Second Supplemental Indenture, dated as of April 28, 2016, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers and
Gaming and Leisure Properties, Inc, as Parent Guarantor and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference
to Exhibit 4.3 to the Company's current report on Form 8-K filed on April 28, 2016).
4.4 Third Supplemental Indenture, dated as of April 28, 2016, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers and
Gaming and Leisure Properties, Inc. as Parent Guarantor and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference
to Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).
4.5 Fourth Supplemental Indenture, dated May 21, 2018, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and
Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 4.375% Senior
Notes due 2018. (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K, filed on May 22, 2018).
109
4.6 Fifth Supplemental Indenture, dated May 21, 2018, among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and Leisure
Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 5.250% Senior Notes
due 2025. (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K, filed on May 22, 2018).
4.7 Sixth Supplemental Indenture, dated May 21, 2018, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and
Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 5.750% Senior
Notes due 2028. (Incorporated by reference to Exhibit 4.5 to the Company's current report on Form 8-K, filed on May 22, 2018).
4.8 Seventh Supplemental Indenture, dated as of September 26, 2018, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers,
Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers'
5.300% Senior Notes due 2029. (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K, filed on September
26, 2018).
4.9 Eighth Supplemental Indenture, dated August 29, 2019, among GLP Capital, L.P. and GLP Financing II, Inc., as issuers, Gaming and Leisure
Properties, Inc., as parent guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the issuers’ 3.350% Senior Notes due
2024. (Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K, filed on September 5, 2019).
4.10 Ninth Supplemental Indenture, dated August 29, 2019, among GLP Capital, L.P. and GLP Financing II, Inc., as issuers, Gaming and Leisure
Properties, Inc., as parent guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the issuers’ 4.000% Senior Notes due
2030. (Incorporated by reference to Exhibit 4.4 of the Company's current report on Form 8-K, filed on September 5, 2019).
4.11 Tenth Supplemental Indenture, dated as of June 25, 2020, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and
Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit
4.3 of the Company's current report on Form 8-K filed on July 1, 2020).
4.12 Officer's Certificate of GLP Capital, L.P. and GLP Financing II, Inc., dated as of October 30, 2013, establishing the 2018 Notes and the 2023
Notes. (Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on November 1, 2013).
4.13 Officer's Certificate of GLP Capital, L.P. and GLP Financing II, Inc., dated as of October 31, 2013, establishing the 2020 Notes.
(Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on November 1, 2013).
4.14 Form of 2021 Note (Incorporated by reference to Exhibit 4.3 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed
on April 28, 2016).
4.15 Form of 2026 Note (Incorporated by reference to Exhibit 4.4 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed
on April 28, 2016).
4.16 Form of 2025 Note (Incorporated by reference to Exhibit 4.6 and included in Exhibit 4.4 to the Company's current report on Form 8-K, filed
on May 22, 2018).
4.17 Form of 2028 Note (Incorporated by reference to Exhibit 4.7 and included in Exhibit 4.5 to the Company's current report on Form 8-K, filed
on May 22, 2018).
4.18 Form of 2029 Note (Incorporated by reference to Exhibit 4.8 and included in Exhibit 4.4 to the Company's current report on Form 8-K, filed
on September 26, 2018).
4.19 Form of 2024 Note. (Incorporated by reference to Exhibit 4.9 and included in Exhibit 4.3 of the Company's current report on Form 8-K, filed
on September 5, 2019).
4.20 Form of 2030 Note (Incorporated by reference to Exhibit 4.10 and included in Exhibit 4.4 of the Company's current report on Form 8-K, filed
on September 5, 2019).
110
4.21 Form of 2031 Note (Incorporated by reference to Exhibit 4.11 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed
on August 18, 2020).
4.22* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1 Registration Rights Agreement, dated as of October 30, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure
Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the
2018 Notes. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on November 1, 2013).
10.2 Registration Rights Agreement, dated as of October 30, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure
Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the
2023 Notes. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 1, 2013).
10.3 Registration Rights Agreement, dated as of October 31, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure
Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the
2020 Notes. (Incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed on November 1, 2013).
10.4 Credit Agreement, dated as of October 28, 2013, among GLP Capital, L.P., as successor-by-merger to GLP Financing, LLC, each lender
from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.4 to the
Company's current report on Form 8-K filed on November 1, 2013).
10.5 Amendment No. 1, dated as of July 31, 2015, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several
banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties
thereto. (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on S-4 filed on August 28, 2015).
10.6 First Amendment, dated as of March 25, 2016, to Amendment No. 1, dated as of July 31, 2015, to the Credit Agreement dated as of October
28, 2013 among GLP Capital, L.P., the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent and the various other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Company's current report on
Form 8-K filed on March 28, 2016).
10.7 Amendment No. 2, dated as of May 21, 2018, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several
banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties
thereto. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on May 22, 2018).
10.8 Amendment No. 3, dated as of October 10, 2018, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several
banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties
thereto. (Incorporated by reference to Exhibit 10.5 to the Company's quarterly report on Form 10-Q filed on November 1, 2018).
10.9 Amendment No. 5, dated as of March 30, 2020, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several
banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the various other parties
thereto (Incorporated by reference to Exhibit 4.1 to the Company's quarterly report on Form 10-Q filed on May 1, 2020).
10.10 Amendment No. 6, dated as of June 25, 2020, to the Credit Agreement dated as of October 28, 2013 among GLP Capital, L.P., the several
banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, as further amended (Incorporated
by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 1, 2020).
10.11 Master Lease, dated November 1, 2013, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to
the Company's current report on Form 8-K filed on November 7, 2013).
111
10.12 First Amendment to the Master Lease Agreement, dated as of March 5, 2014, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on May 12, 2014).
10.13 Second Amendment to the Master Lease Agreement, dated as of April 18, 2014, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on August 1, 2014).
10.14 Third Amendment to the Master Lease Agreement, dated as of September 20, 2016, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q filed on November 9, 2016).
10.15 Fourth Amendment to the Master Lease Agreement, dated as of May 1, 2017, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q filed on May 3, 2017).
10.16 Fifth Amendment to the Master Lease Agreement, dated as of June 19, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.3 to the Company's quarterly report on Form 10-Q filed on August 1, 2018).
10.17 Sixth Amendment to the Master Lease Agreement, dated as of August 8, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on November 1, 2018).
10.18 Seventh Amendment to the Master Lease Agreement, dated as of October 31, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.16 to the Company's annual report on Form 10-K filed on February 13, 2019).
10.19 Eighth Amendment to the Master Lease Agreement, dated as of November 20, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC.
(Incorporated by reference to Exhibit 10.17 to the Company's annual report on Form 10-K filed on February 13, 2019).
10.20 Master Lease, dated April 28, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS,
LLC. (Incorporated by reference to Exhibit 2.3 to the Company's current report on Form 8-K filed on April 28, 2016).
10.21 First Amendment to the Master Lease, dated August 29, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle
Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q
filed on November 9, 2016).
10.22 Second Amendment to the Master Lease, dated October 25, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle
Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.13 to the Company's annual report on Form 10-K
filed on February 22, 2017).
10.23 Third Amendment to the Master Lease, dated March 24, 2017, by and among Gold Merger Sub, LLC (as successor to Pinnacle
Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q
filed on May 3, 2017).
10.24 Fourth Amendment to the Master Lease, dated October 15, 2018, by and between Gold Merger Sub, LLC (as successor to Pinnacle
Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed
on October 16, 2018).
10.25 Master Lease, dated October 1, 2018, by and among GLP Capital, L.P., Tropicana AC Sub Corp., Tropicana Entertainment, Inc. and
Tropicana Atlantic City Corp (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on October 1,
2018).
10.26 First Amendment to Master Lease, dated June 6, 2019, by and among GLP Capital, L.P., Tropicana Entertainment, Inc. and Tropicana
Atlantic City Corp. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q, filed on August 8, 2019).
112
10.27 Master Lease Agreement, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC. (Incorporated by reference
to Exhibit 10.2 to the Company's current report on Form 8-K, filed on October 16, 2018).
10.28 Consent Agreement by and among Gaming and Leisure Properties, Inc., Gold Merger Sub, LLC, PA Meadows, LLC, WTA II, Inc., CCR
Pennsylvania Racing, Inc., Penn National Gaming, Inc., Pinnacle Entertainment, Inc., PNK Development 33, LLC and Pinnacle MLS, LLC
dated December 17, 2017. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on December 19,
2017).
10.29 Tax Matters Agreement, dated as of November 1, 2013, by and among Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc.
(Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 7, 2013).
10.30 Tax Matters Agreement, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc. and Gaming and Leisure Properties, Inc.
(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 22, 2015).
10.31 Employee Matters Agreement, dated as of November 1, 2013, by and between Penn National Gaming, Inc. and Gaming and Leisure
Properties, Inc. (Incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed on November 7, 2013).
10.32 Employee Matters Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc. and Gold Merger Sub, LLC (as successor to
Pinnacle Entertainment, Inc.) (Incorporated by reference to Exhibit 2.5 to the Company's current report on Form 8-K filed on April 28,
2016).
10.33 # Gaming and Leisure Properties, Inc.’s Second Amended and Restated 2013 Long-Term Incentive Compensation Plan (Incorporated by
reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed April 29, 2020).
10.34# Form of Restricted Stock Performance Award I under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation
Plan. (Incorporated by reference to Exhibit 4.8 to the Company's annual report on Form 10-K filed on February 22, 2017).
10.35 # Form of Restricted Stock Performance Award II under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation
Plan. (Incorporated by reference to Exhibit 4.9 to the Company's annual report on Form 10-K filed on February 22, 2017).
10.36 # Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan. (Incorporated
by reference to Exhibit 4.2 to the Company's quarterly report on Form 10-Q filed on May 4, 2015).
10.37 # Form of Restricted Stock Performance Award I under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan
for Awards Issued after January 1, 2018. (Incorporated by reference to Exhibit 10.26 to the Company's annual report on Form 10-K filed on
February 16, 2018).
10.38 # Form of Restricted Stock Performance Award II under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation
Plan for Awards Issued after January 1, 2018. (Incorporated by reference to Exhibit 10.27 to the Company's annual report on Form 10-K filed
on February 16, 2018).
10.39 # Form of Board of Director Restricted Stock Award under the Gaming and Leisure Properties, Inc. 2013 Amended and Restated Long-Term
Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.36 to the Company's annual report on Form 10-K filed on February
13, 2019.
10.40 # Gaming and Leisure Properties, Inc. Executive Change in Control and Severance Plan. (Incorporated by reference to Exhibit 10.1 to the
Company's current report on Form 8-K, filed on February 4, 2019).
10.41 # Letter Agreement, dated as of April 24, 2018, by and between William J. Clifford and Gaming and Leisure Properties, Inc. (Incorporated by
reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on April 30, 2018).
113
10.42 Amended and Restated Membership Interest Purchase Agreement, dated as of December 15, 2015, by and among Gaming and Leisure
Properties, Inc., GLP Capital, L.P., PA Meadows LLC, PA Mezzco LLC and Cannery Casino Resorts, LLC. (Incorporated by reference to
Exhibit 10.14 to the Company's annual report on Form 10-K filed on February 22, 2016).
10.43 Amended and Restated Master Lease by and among GLP Capital, L.P., as landlord, and Tropicana Entertainment, Inc., as tenant, dated June
15, 2020 (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on June 17, 2020).
10.44 Separation Agreement dated July 27, 2020 by and between the Company and Steven T. Snyder (Incorporated by reference to Exhibit 10.1 to
the Company's current report on Form 8-K filed on July 29, 2020).
21* Subsidiaries of the Registrant.
22.1* List of Subsidiary Issuers of Guaranteed Securities.
23* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
31.1* Principal Executive Officer and Principal Financial Officer Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of 1934.
32.1* Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of The Sarbanes - Oxley Act of 2002.
101 The following financial information from Gaming and Leisure Properties, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets, ii) Consolidated Statements of Income, (iii) Consolidated Statements
of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.
104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL and
contained in Exhibit 101.
# Compensation plans and arrangements for executives and others.
* Filed herewith.
114
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
GAMING AND LEISURE PROPERTIES, INC.
By:
/s/ PETER M. CARLINO
Peter M. Carlino
Chairman of the Board and
Chief Executive Officer
Dated: February 19, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ PETER M. CARLINO
Peter M. Carlino
/s/ DESIREE A. BURKE
Desiree A. Burke
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer and Principal Financial
Officer)
February 19, 2021
Senior Vice President, Chief Accounting Officer and
Treasurer (Principal Accounting Officer)
February 19, 2021
/s/ CAROL LYNTON
Director
Carol Lynton
/s/ JOSEPH W. MARSHALL
Joseph W. Marshall
Director
/s/ JAMES B. PERRY
James B. Perry
/s/ BARRY F. SCHWARTZ
Barry F. Schwartz
/s/ EARL C. SHANKS
Earl C. Shanks
Director
Director
Director
/s/ E. SCOTT URDANG
Director
E. Scott Urdang
115
February 19, 2021
February 19, 2021
February 19, 2021
February 19, 2021
February 19, 2021
February 19, 2021
Exhibit 4.22
DESCRIPTION OF GAMING AND LEISURE PROPERTIES, INC.’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934
The following is a summary of certain information concerning Gaming and Leisure Properties, Inc.’s (“GLPI,” “we,” “us,” or “our”) securities registered
pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The summaries and descriptions below do not
purport to be complete statements of the relevant provisions of GLPI’s amended and restated articles of incorporation (the “Articles of Incorporation”) and
amended and restated bylaws (the “Bylaws”). The summaries are qualified in their entirety by reference to the full text of GLPI’s Articles of Incorporation
and Bylaws, which are included as exhibits to GLPI’s Annual Report on Form 10-K for the year ended December 31, 2020, of which this exhibit is a part.
DESCRIPTION OF CAPITAL STOCK
General
The Articles of Incorporation provide that GLPI may issue up to 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of
preferred stock, par value $0.01 per share. No shares of our preferred stock are issued and outstanding.
The issued and outstanding shares of GLPI common stock are fully paid and nonassessable. This means the full purchase price for the outstanding shares of
common stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares. Any additional shares of common
stock that GLPI may issue in the future will also be fully paid and nonassessable.
Dividends
Subject to prior dividend rights of the holders of any preferred stock, applicable law and the restrictions of the Articles of Incorporation on ownership and
transfer of GLPI’s stock, holders of GLPI common stock will be entitled to receive dividends when and if declared by its board of directors out of funds
legally available for that purpose.
Liquidation
In the event of any liquidation, dissolution or winding up of GLPI after the satisfaction in full of the liquidation preferences of holders of any preferred
stock, holders of shares of our common stock will be entitled to ratable distribution of the remaining assets available for distribution to shareholders.
Voting Rights
Subject to the rights of the holders of preferred stock, applicable law and restrictions of the Articles of Incorporation on ownership and transfer of GLPI’s
stock, each share of common stock will be entitled to one vote on all matters submitted to a vote of shareholders, including the election of directors, and the
holders of common stock possess the exclusive voting power. Holders of shares of common stock will not have cumulative voting rights in the election of
directors of GLPI. Generally, all matters to be voted on by shareholders must be approved by a majority of the votes cast by the holders of shares entitled to
vote at a meeting at which a quorum is present, subject to any voting rights granted to holders of any then outstanding preferred stock.
Other Rights
Holders of GLPI’s common stock do not have any preemptive, subscription, redemption, conversion or sinking fund rights with respect to the common
stock, or any instruments convertible (directly or indirectly) into GLPI stock.
Subject to the restrictions of the Articles of Incorporation on ownership and transfer of GLPI’s stock, holders of shares of GLPI common stock generally
will have no preference or appraisal rights. Subject to the restrictions in the Articles of Incorporation on ownership and transfer of GLPI’s stock, holders of
shares of GLPI’s common stock initially will have equal dividend, liquidation and other rights.
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Trading Symbol
Our common stock is traded on the NASDAQ Global Select Market under the symbol “GLPI.”
Preferred Stock
Under the Articles of Incorporation, GLPI’s board of directors may from time to time establish and cause GLPI to issue one or more series of preferred
stock and set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications,
or terms or conditions of redemption of such class or series. The authority of GLPI’s board of directors with respect to each series of preferred stock
includes, but is not limited to, the determination of the following:
•
•
•
•
•
•
•
•
•
•
•
the designation of the series, which may be by distinguishing number, letter or title;
the number of shares constituting such series, including the authority to increase or decrease such number (but not below the number of shares
thereof then outstanding);
the dividend rate of the shares of such series, whether the dividends shall be cumulative and, if so, the date from which they shall be cumulative,
and the relative rights of priority, if any, of payment of dividends on shares of such series;
the dates at which dividends, if any, shall be payable;
the right, if any, of GLPI to redeem shares of such series and the terms and conditions of such redemption;
the rights of the shares in case of a voluntary or involuntary liquidation, dissolution or winding up of GLPI, and the relative rights of priority, if
any, of payment of shares of such series;
the voting power, if any, of such series and the terms and conditions under which such voting power may be exercised;
the obligation, if any, of GLPI to retire shares of such series pursuant to a retirement or sinking fund or funds of a similar nature or otherwise and
the terms and conditions of such obligations;
the terms and conditions, if any, upon which shares of such series shall be convertible into or exchangeable for shares of stock of any other class or
classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;
restrictions on the issuance of shares of the same series or of any other class or series; and
any other rights, preferences or limitations of the shares of such series.
Accordingly, GLPI’s board of directors, without shareholder approval, may issue preferred stock with voting, conversion, or other rights that could
adversely affect the voting power and other rights of the holders of GLPI’s common stock. Preferred stock could be issued quickly with terms calculated to
delay, defer, or prevent a change of control or other corporate action, or make removal of management more difficult. Additionally, the issuance of
preferred stock may have the effect of decreasing the market price of GLPI’s common stock and may adversely affect the voting and other rights of the
holders of GLPI’s common stock.
Restrictions on Ownership and Transfer
In order for GLPI to qualify to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”),
shares of its stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months (other than the first year
for which an election to qualify to be taxed as a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of
the value of the outstanding shares of GLPI stock (after taking into account options to acquire shares of stock) may be owned, directly or indirectly, by five
or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) during the last half of a taxable year (other than the
first year for which an election to be a REIT has been made). In addition, rent from related party tenants (generally, a tenant of a REIT owned, actually or
constructively, 10% or more by the REIT, or a 10% owner of the REIT) is not qualifying income for purposes of the gross income tests under the Code. To
qualify to be taxed as a REIT, GLPI must satisfy other requirements as well.
The Articles of Incorporation contain restrictions on the ownership and transfer of GLPI’s stock that are intended to assist GLPI in complying with these
requirements. The relevant sections of the Articles of Incorporation provide that, subject to the exceptions described below, no person or entity may own, or
be deemed to own, beneficially or by virtue of the applicable constructive ownership provisions of the Code, more than 7% of the outstanding shares of
GLPI common stock (the “common
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stock ownership limit”) or more than 7% in value or in number, whichever is more restrictive, of the outstanding shares of all classes or series of GLPI
stock (the “aggregate stock ownership limit”). The common stock ownership limit and the aggregate stock ownership limit are collectively referred to as
the “ownership limits.” The person or entity that, but for operation of the ownership limits or another restriction on ownership and transfer of GLPI stock as
described below, would beneficially own or constructively own shares of GLPI stock in violation of such limits or restrictions or, if appropriate in the
context, a person or entity that would have been the record owner of such shares of GLPI stock is referred to as a “prohibited owner.”
The constructive ownership rules under the Code are complex and may cause stock owned beneficially or constructively by a group of related individuals
and/or entities to be owned beneficially or constructively by one individual or entity. As a result, the acquisition of less than 7% of the outstanding shares of
GLPI common stock or less than 7% in value or in number, whichever is more restrictive, of the outstanding shares of all classes and series of GLPI stock
(or the acquisition by an individual or entity of an interest in an entity that owns, beneficially or constructively, shares of GLPI stock) could, nevertheless,
cause that individual or entity, or another individual or entity, to own beneficially or constructively shares of GLPI stock in excess of the ownership limits.
In addition, a person that did not acquire more than 7% of our outstanding stock may become subject to these restrictions if repurchases by us cause such
person’s holdings to exceed 7% of our outstanding stock.
Pursuant to the Articles of Incorporation, GLPI’s board of directors may exempt, prospectively or retroactively, a particular shareholder (the “excepted
holder”) from the ownership limits or establish a different limit on ownership (the “excepted holder limit”) if:
•
•
no individual’s beneficial or constructive ownership of GLPI stock will result in GLPI being “closely held” under Section 856(h) of the Code
(without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify to be taxed as a REIT
or would cause any income of GLPI that would otherwise qualify as rents from real property to fail to qualify as such; and
such shareholder does not and represents that it will not own, actually or constructively, an interest in a tenant of GLPI (or a tenant of any entity
owned or controlled by GLPI) that would cause GLPI to own, actually or constructively, more than a 9.9% interest (as set forth in Section 856(d)
(2)(B) of the Code) in such tenant (or GLPI’s board of directors determines that rent derived from such tenant will not affect GLPI’s ability to
qualify to be taxed as a REIT).
Peter M. Carlino, GLPI’s Chairman and Chief Executive Officer, the Carlino Family Trust, The Vanguard Group Inc., BlackRock, Inc. and Cohen &
Steers, Inc. have each been deemed excepted holders by GLPI’s board of directors.
As a condition of granting the waiver or establishing the excepted holder limit, GLPI’s board of directors may require an opinion of counsel or a ruling
from the IRS, in either case in form and in substance satisfactory to GLPI’s board of directors (in its sole discretion) in order to determine or ensure GLPI’s
status as a REIT and such representations and undertakings from the person requesting the exception as GLPI’s board of directors may require (in its sole
discretion) to make the determinations above. GLPI’s board of directors may impose such conditions or restrictions as it deems appropriate in connection
with granting such a waiver or establishing an excepted holder limit.
GLPI’s board of directors may from time to time increase or decrease the common stock ownership limit, the aggregate stock ownership limit or both, for
all other persons, unless, after giving effect to such increase, five or fewer individuals could beneficially own, in the aggregate, more than 49.9% in value of
GLPI’s outstanding stock. A reduced ownership limit will not apply to any person or entity whose percentage ownership of GLPI common stock or GLPI
stock of all classes and series, as applicable, is, at the effective time of such reduction, in excess of such decreased ownership limit until such time as such
person’s or entity’s percentage ownership of GLPI common stock or GLPI stock of all classes and series, as applicable, equals or falls below the decreased
ownership limit, but any further acquisition of shares of GLPI common stock or stock of all other classes or series, as applicable, will violate the decreased
ownership limit.
The Articles of Incorporation further prohibit:
•
•
any person from beneficially or constructively owning shares of GLPI stock that would result in GLPI being “closely held” under Section 856(h)
of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause GLPI to fail to
qualify to be taxed as a REIT;
any person from transferring shares of GLPI stock if the transfer would result in shares of GLPI stock being beneficially owned by fewer than 100
persons (determined without reference to the rules of attribution under Section 544 of the Code); and
3
•
any person from constructively owning shares of GLPI stock to the extent that such constructive ownership would cause any of GLPI’s income
that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of GLPI stock that will or may violate the
ownership limits or any of the other restrictions on ownership and transfer of GLPI stock described above, or who would have owned shares of GLPI stock
transferred to the charitable trust described below, must immediately give notice to GLPI of such event or, in the case of an attempted or proposed
transaction, give GLPI at least fifteen days’ prior written notice and provide GLPI with such other information as it may request in order to determine the
effect of such transfer on its status as a REIT. The foregoing restrictions on ownership and transfer of GLPI stock will not apply if GLPI’s board of
directors determines that it is no longer in GLPI’s best interests to attempt to qualify, or to continue to qualify, to be taxed as a REIT or that compliance
with the restrictions and limits on ownership and transfer of GLPI stock described above is no longer required in order for GLPI to qualify to be taxed as a
REIT.
If any transfer of shares of GLPI stock or any other event would result in any person violating the ownership limits or any other restriction on ownership
and transfer of GLPI shares described above then that number of shares (rounded up to the nearest whole share) that would cause the violation will be
automatically transferred to, and held by, a trust for the benefit of one or more charitable organizations selected by GLPI, and the intended transferee or
other prohibited owner will acquire no rights in the shares. The automatic transfer will be effective as of the close of business on the business day prior to
the date of the violative transfer or other event that results in a transfer to the trust. If the transfer to the trust as described above would not be effective, for
any reason, to prevent violation of the applicable ownership limits or any other restriction on ownership and transfer of GLPI shares described above, then
the Articles of Incorporation provide that the transfer of the shares will be null and void and the intended transferee will acquire no rights in such shares.
Shares of GLPI stock held in the trust will continue to be issued and outstanding shares. The prohibited owner will not benefit economically from
ownership of any shares of GLPI stock held in the trust and will have no rights to distributions and no rights to vote or other rights attributable to the shares
of GLPI stock held in the trust. The trustee of the trust shall have all voting rights and rights to dividends and other distributions with respect to shares held
in the trust for the exclusive benefit of the charitable beneficiary of the trust. Any distribution made before GLPI’s discovery that the shares have been
transferred to a trust as described above must be repaid by the recipient to the trustee upon demand and any dividend or other distribution authorized but
unpaid shall be paid when due to the trustee. Subject to Pennsylvania law, effective as of the date that the shares have been transferred to the trust, the
trustee will have the authority (at the trustee’s sole discretion) (i) to rescind as void any vote cast by a prohibited owner or unsuitable person, as applicable,
before GLPI’s discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for
the benefit of the charitable beneficiary of the trust. However, if GLPI has already taken irreversible corporate action, then the trustee may not rescind and
recast the vote.
Shares of GLPI stock transferred to the trustee will be deemed offered for sale to GLPI, or its designee, at a price per share equal to the lesser of (i) the
market price of the shares on the day of the event causing the shares to be held in the trust, or (ii) the market price on the date GLPI, or its designee, accepts
such offer. GLPI may reduce the amount so payable to the prohibited owner by the amount of any distribution that GLPI made to the prohibited owner
before it discovered that the shares had been automatically transferred to the trust and that are then owed by the prohibited owner to the trustee as described
above, and GLPI may pay the amount of any such reduction to the trustee for the benefit of the charitable beneficiary. GLPI will have the right to accept
such offer until the trustee has sold the shares of GLPI stock held in the trust as discussed below. Upon a sale to GLPI, the interest of the charitable
beneficiary in the shares sold will terminate, and the trustee must distribute the net proceeds of the sale to the prohibited owner and must distribute any
distributions held by the trustee with respect to such shares to the charitable beneficiary.
If GLPI does not buy the shares, the trustee must, within 20 days of receiving notice from GLPI of the transfer of shares to the trust, sell the shares to a
person or entity designated by the trustee who could own the shares without violating the ownership limits or the other restrictions on ownership and
transfer of GLPI stock. After the sale of the shares, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute
to the prohibited owner an amount equal to the lesser of (i) the market price of the shares on the day of the event causing the shares to be held in the trust
and (ii) the sales proceeds (net of any commissions and other expenses of sale) received by the trust for the shares. The trustee may reduce the amount
payable to the prohibited owner by the amount of any distribution that GLPI paid to the prohibited owner before GLPI discovered that the shares had been
automatically transferred to the trust and that are then owed by the prohibited owner to the trustee as described above. Any net sales proceeds in excess of
the amount payable to the prohibited owner must be paid immediately to the charitable beneficiary, together with any distributions thereon. In addition, if
prior to the discovery by GLPI that shares of stock have been transferred to a trust, such shares of stock are sold by a prohibited owner, then such shares
will be
4
deemed to have been sold on behalf of the trust and, to the extent that the prohibited owner received an amount for such shares that exceeds the amount that
such prohibited owner was entitled to receive, such excess amount will be paid to the trustee upon demand. The prohibited owner will have no rights in the
shares held by the trustee.
In addition, if GLPI’s board of directors determines in good faith that a transfer or other event has occurred that would violate the restrictions on ownership
and transfer of GLPI stock described above or that a person or entity intends to acquire or has attempted to acquire beneficial or constructive ownership of
any shares of GLPI stock in violation of the restrictions on ownership and transfer of GLPI stock described above, GLPI’s board of directors may take such
action as it deems advisable to refuse to give effect to or to prevent such transfer or other event, including, but not limited to, causing GLPI to redeem
shares of GLPI stock, refusing to give effect to the transfer of GLPI’s books or instituting proceedings to enjoin the transfer or other event.
Every person or entity who is a beneficial owner or constructive owner of more than 5% (or such lower percentage as required by the Code or the
regulations promulgated thereunder) in number of value (whichever is more restrictive) of GLPI stock, within 30 days after initially reaching such
ownership threshold and within 30 days after the end of each taxable year, must give GLPI written notice stating the shareholder’s name and address, the
number of shares of each class and series of GLPI stock that the shareholder beneficially or constructively owns and a description of the manner in which
the shares are held. Each such owner must provide to GLPI such additional information as GLPI may request in order to determine the effect, if any, of the
shareholder’s beneficial ownership on GLPI’s qualification as a REIT and to ensure compliance with the applicable ownership limits. In addition, any
person or entity that will be a beneficial owner or constructive owner of shares of GLPI stock and any person or entity (including the shareholder of record)
who is holding shares of GLPI stock for a beneficial owner or constructive owner must provide to GLPI such information as GLPI may request in order to
determine GLPI’s qualification as a REIT and to comply with the requirements of any governmental or taxing authority or to determine such compliance
and to ensure compliance with the ownership limits.
Any certificates representing shares of GLPI stock will bear a legend referring to the restrictions on ownership and transfer of GLPI stock described above.
The restrictions on ownership and transfer of GLPI stock described above could delay, defer or prevent a transaction or a change in control that might
involve a premium price for GLPI common stock or otherwise be in the best interests of GLPI shareholders.
Redemption of Securities Owned or Controlled by an Unsuitable Person or Affiliate
In addition to the restrictions set forth above, all of GLPI’s outstanding capital stock shall be held subject to applicable gaming laws. Any person owning or
controlling at least five percent of any class of GLPI’s outstanding capital stock will be required by the Articles of Incorporation to promptly notify GLPI of
such person’s identity. The Articles of Incorporation provide that capital stock of GLPI that is owned or controlled by an unsuitable person or an affiliate of
an unsuitable person is redeemable by GLPI, out of funds legally available for that redemption, to the extent required by the gaming authorities making the
determination of unsuitability or to the extent determined to be necessary or advisable by GLPI’s board of directors. From and after the redemption date, the
securities will not be considered outstanding and all rights of the unsuitable person or affiliate will cease, other than the right to receive the redemption
price. The redemption price with respect to any securities to be redeemed will be the price, if any, required to be paid by the gaming authority making the
finding of unsuitability or if the gaming authority does not require a price to be paid (including if the finding of unsuitability is made by GLPI’s board of
directors alone), the lesser of (i) the market price on the date of the redemption notice, (ii) the market price on the redemption date or (iii) the actual amount
paid by the owner thereof, in each case less a discount in a percentage (up to 100%) to be determined by GLPI’s board of directors in its sole and absolute
discretion. The redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming authority and, if not, as determined
by GLPI.
The Articles of Incorporation also provide that capital stock of GLPI that is owned or controlled by an unsuitable person or an affiliate of an unsuitable
person will be transferred to a trust for the benefit of a designated charitable beneficiary, and that any such unsuitable person or affiliate will not be entitled
to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the
price paid by the unsuitable person or affiliate for the shares or the amount realized from the sale, in each case less a discount in a percentage (up to 100%)
to be determined by the GLPI board of directors in its sole and absolute discretion.
The Articles of Incorporation require any unsuitable person and any affiliate of an unsuitable person to indemnify and hold harmless GLPI and its affiliated
companies for any and all losses, costs, and expenses, including attorneys’ costs, fees and expenses, incurred by GLPI and its affiliated companies as a
result of, or arising out of, the unsuitable person’s ownership or
5
control of any securities of GLPI, failure or refusal to comply with the provisions of the Articles of Incorporation, or failure to divest himself, herself or
itself of any securities when and in the specific manner required by a gaming authority or the Articles of Incorporation.
Transfer Agent
The transfer agent and registrar for GLPI common stock is Continental Stock Transfer & Trust.
DESCRIPTION OF DEBT SECURITIES
General
We issue debt securities in one or more series under an indenture dated October 30, 2013 among GLP Capital, L.P. and GLP Financing II, Inc., two wholly-
owned Subsidiaries of GLPI, as issuers, GLPI as parent guarantor and Wells Fargo Bank, National Association, as trustee. The terms of the debt securities
include those stated in the base indenture as supplemented by the supplemental indenture or officer’s certificate related to such debt securities (the base
indenture, as supplemented, is referred to as the “indenture”) and those made part of the indenture by reference to the Trust Indenture Act of 1939, as
amended (the “TIA”).
In this description, (1) the “Operating Partnership” refers only to GLP Capital, L.P., and not to any of its Subsidiaries, (2) “Capital Corp.” refers only to
GLP Financing II, Inc., and not to any of its Subsidiaries, (3) “Issuers,” “we,” “us” and “our” refer only to the Operating Partnership and Capital Corp., and
(4) “Guarantor” refers only to GLPI and not to any of its Subsidiaries. Other defined terms used in this description but not defined below under the caption
“-Certain Definitions” have the meanings assigned to them in the indenture.
The following description is a summary of the material provisions of our existing senior unsecured notes (as defined below) and the indenture. It does not
restate the indenture in its entirety. The summary is qualified in its entirety by reference to the full text of the base indenture and supplemental indentures,
which are included as exhibits to GLPI’s Annual Report on Form 10-K for the year ended December 31, 2020, of which this exhibit is a part.
The registered holder of an existing senior unsecured note is treated as the owner of it for all purposes. Only registered holders have rights under the
indenture.
5.375% Senior Unsecured Notes Due 2023
On October 30, 2013, the Issuers issued $500 million of 5.375% senior unsecured notes maturing on November 1, 2023 (the “2023 Notes”), all of which
were outstanding as of December 31, 2020. Interest on the 2023 Notes accrues at the rate of 5.375% per annum and is payable semi-annually on May 1 and
November 1 of each year. The Issuers will make each interest payment on the 2023 Notes to the holders of record on the immediately preceding April 15
and October 15. Interest on the 2023 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most
recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, redemption date,
repurchase date or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or interest may be made on
the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after
such interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the next succeeding
business day.
5.375% Senior Unsecured Notes Due 2026
On April 28, 2016, the Issuers issued $975 million of 5.375% senior unsecured notes maturing on April 15, 2026 (the “2026 Notes”), all of which were
outstanding as of December 31, 2020. Interest on the 2026 Notes accrues at the rate of 5.375% per annum and is payable semi-annually on April 15 and
October 15 of each year. The Issuers will make each interest payment on the 2026 Notes to the holders of record on the immediately preceding April 1 and
October 1. Interest on the 2026 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently
paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, redemption date,
repurchase date or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or interest may be made on
the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after
such interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the next succeeding
business day.
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5.75% Senior Unsecured Notes Due 2028
On May 21, 2018, the Issuers issued $500 million of 5.75% senior unsecured notes maturing on June 1, 2028 (the “2028 Notes”), all of which were
outstanding as of December 31, 2020. Interest on the 2028 Notes accrues at the rate of 5.75% per annum and is payable semi-annually on June 1 and
December 1 of each year. The Issuers will make each interest payment on the 2028 Notes to the holders of record on the immediately preceding May 15
and November 15. Interest on the 2028 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most
recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, redemption date,
repurchase date or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or interest may be made on
the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after
such interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the next succeeding
business day.
5.25% Senior Unsecured Notes Due 2025
On May 1, 2018, the Issuers issued $500 million of 5.25% senior unsecured notes maturing on June 1, 2025 (the “Initial 2025 Notes”). On September 26,
2018, the Issuers issued an additional $350 million of 5.25% senior unsecured notes maturing on June 1, 2025 (the “New 2025 Notes,” and together with
the Initial 2025 Notes, the “2025 Notes,”) which such notes became part of the same series as the Initial 2025 Notes. All of the 2025 Notes were
outstanding as of December 31, 2020. Interest on the 2025 Notes accrues at the rate of 5.25% per annum and is payable semi-annually on June 1 and
December 1 of each year. The Issuers will make each interest payment on the 2025 Notes to the holders of record on the immediately preceding May 15
and November 15. Interest on the 2025 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment
date, redemption date, repurchase date or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or
interest may be made on the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the
period from and after such interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the
next succeeding business day.
5.30% Senior Unsecured Notes Due 2029
On September 26, 2018, the Issuers issued $750 million of 5.30% senior unsecured notes maturing on January 15, 2029 (the “2029 Notes”), all of which
were outstanding as of December 31, 2020. Interest on the 2029 Notes accrues at the rate of 5.30% per annum and is payable semi-annually on January 15
and July 15 of each year. The Issuers will make each interest payment on the 2029 Notes to the holders of record on the immediately preceding January 1
and July 1. Interest on the 2029 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently
paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, redemption date,
repurchase date or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or interest may be made on
the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after
such interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the next succeeding
business day.
3.350% Senior Unsecured Notes Due 2024
On August 29, 2019, the Issuers issued $400 million of 3.350% senior unsecured notes maturing on September 1, 2024 (the “2024 Notes”), all of which
were outstanding as of December 31, 2020. Interest on the 2024 Notes accrues at the rate of 3.350% per annum and is payable semi-annually on March 1
and September 1 of each year. The Issuers will make each interest payment on the 2024 Notes to the holders of record on the immediately preceding
February 15 and August 15. Interest on the 2024 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it
was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date,
redemption date, repurchase date or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or
interest may be made on the next succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the
period from and after such interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the
next succeeding business day.
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4.000% Senior Unsecured Notes Due 2030
On August 29, 2019, the Issuers issued $700 million of 4.000% senior unsecured notes maturing on January 15, 2030 (the “2030 Notes”, all of which were
outstanding as of December 31, 2020. Interest on the 2030 Notes accrues at the rate of 4.000% per annum and is payable semi-annually on January 15 and
July 15 of each year. The Issuers will make each interest payment on the 2030 Notes to the holders of record on the immediately preceding January 1 and
July 1. Interest on the 2030 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, redemption date, repurchase date
or maturity date falls on a day that is not a business day, the required payment of principal, premium, if any, and/or interest may be made on the next
succeeding business day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after such
interest payment date, redemption date, repurchase date or maturity date, as the case may be, to the date of such payment on the next succeeding business
day.
4.000% Senior Unsecured Notes Due 2031
On June 25, 2020, the Issuers issued $500 million of 4.000% senior unsecured notes maturing on January 15, 2031 (the “Initial 2031 Notes”). On August
18, 2020, the Issuers issued an additional $200 million of 4.000% senior unsecured notes maturing on January 15, 2031 (the “New 2031 Notes,” and
together with the Initial 2031 Notes, the “2031 Notes,” and together with the 2023 Notes, the 2026 Notes, the 2028 Notes, the 2025 Notes, the 2029 Notes,
the 2024 Notes and the 2030 Notes, the “existing senior unsecured notes” or the “notes”). All of the 2031 Notes were outstanding as of December 31, 2020.
Interest on the 2031 Notes accrues at the rate of 4.000% per annum and is payable semi-annually on January 15 and July 15 of each year. The Issuers will
make each interest payment on the 2031 Notes to the holders of record on the immediately preceding January 1 and July 1. Interest on the 2031 Notes will
be accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, redemption date, repurchase date or maturity date falls on a day
that is not a business day, the required payment of principal, premium, if any, and/or interest may be made on the next succeeding business day as if made
on the date such payment was due, and no interest will accrue on such payment for the period from and after such interest payment date, redemption date,
repurchase date or maturity date, as the case may be, to the date of such payment on the next succeeding business day.
Brief Description of the Existing Senior Unsecured Notes and the Existing Senior Unsecured Notes Guarantee
Each of the series of existing senior unsecured notes:
•
•
•
•
•
•
represents general senior unsecured obligations of the Issuers;
is pari passu in right of payment with all of the Issuers’ senior indebtedness, including all of the other series of existing senior unsecured notes and
borrowings under the Credit Facility, without giving effect to collateral arrangements;
is effectively subordinated in right of payment to all of the Issuers' secured indebtedness to the extent of the value of the assets securing such
indebtedness;
is senior in right of payment to all of the Issuers’ senior subordinated or subordinated indebtedness;
is structurally subordinated to all liabilities of the Issuers’ Subsidiaries (other than Capital Corp., which is a co-Issuer of the notes); and
is fully and unconditionally guaranteed by the Guarantor.
The existing senior unsecured notes are guaranteed by the Guarantor; however, the Guarantor is not subject to most of the covenants in the indenture.
The guarantee of each series of the existing senior unsecured notes:
•
•
represents general unsecured obligation of the Guarantor;
is pari passu in right of payment with all of the Guarantor’s senior indebtedness, including its guarantee of all of the other series of existing senior
unsecured notes and borrowings under the Credit Facility, without giving effect to collateral arrangements;
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•
•
•
is effectively subordinated in right of payment to all of the Guarantor’s secured indebtedness to the extent of the value of the assets securing such
indebtedness;
is senior in right of payment to all of the Guarantor’s senior subordinated or subordinated indebtedness; and
is structurally subordinated to all liabilities of the Guarantor’s Subsidiaries (other than the Issuers).
The obligation of the Guarantor under its guarantee is limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under
applicable law.
As of December 31, 2020, the Issuers, the Guarantor and the Issuers’ Subsidiaries had $424.0 million of indebtedness outstanding under the Credit Facility,
consisting of $424.0 million outstanding under the Term Loan A-2 facility. The indenture permits the Issuers and the Issuers’ Subsidiaries to incur
substantial additional indebtedness and does not limit the amount of indebtedness that the Guarantor may incur.
Capital Corp.
Capital Corp. is a Delaware corporation and a wholly owned Subsidiary of the Operating Partnership. Capital Corp. is nominally capitalized and does not
have any material assets or significant operations, other than with respect to acting as co-Issuer or guarantor for certain debt obligations the Operating
Partnership may incur or guarantee from time to time.
Additional Notes
The Issuers may issue additional notes of a series the same as or different from any of the series of the existing senior unsecured notes from time to time
under the indenture. Any issuance of additional notes is subject to the covenants set forth below under “-Certain Covenants-Limitations on Incurrence of
Indebtedness.” Any additional notes of the same series as any of the series of the existing senior unsecured notes subsequently issued will be treated as a
single series with the applicable series of the existing senior unsecured notes for all purposes under the indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase. The Issuers issue notes in denominations of $2,000 and integral multiples of $1,000.
Sinking Fund
The notes will not be entitled to the benefit of any sinking fund.
Redemption
Optional Redemption
We may redeem all or part of any series of the notes at any time at our option at a redemption price equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such notes matured 90 days
prior to their maturity date (or 30 days in the case of the 2024 Notes) (the “Par Call Date”) but for the redemption thereof (exclusive of interest accrued to,
but not including, the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate (or the Adjusted Treasury Rate in the case of the 2031 Notes) plus 50 basis points (or 40 basis points in the case of the
2030 Notes, 30 basis points in the case of the 2024 Notes and 35 basis points in the case of the 2029 Notes), plus accrued and unpaid interest on the amount
being redeemed to, but not including, the date of redemption; provided, however, that if we redeem the notes on or after the applicable Par Call Date, the
redemption price will equal 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to,
but not including, the date of redemption; provided, further, that installments of interest that are due and payable on any interest payment dates falling on or
prior to a redemption date shall be payable on such interest payment dates to the persons who were registered holders of the notes to be redeemed at the
close of business on the applicable record dates.
Unless we default in our payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions of such
notes called for redemption.
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“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining
term of the applicable series of notes being redeemed calculated as if the maturity date of such notes was the applicable Par Call Date (as applicable, the
“Remaining Life”), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the Remaining Life of such series of notes.
“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Issuers are provided fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation Agent” means the Reference Treasury Dealer appointed by the Issuers to act as the Quotation Agent from time to time.
“Reference Treasury Dealer” means (1) with respect to the 2030 Notes and 2024 Notes, Wells Fargo Securities, LLC and its successors, BofA Securities,
Inc. and its successors, Fifth Third Securities, Inc. and its successors and J.P. Morgan Securities LLC and its successors; (2) with respect to the 2029 Notes,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and their respective successors; (3) with
respect to the 2025 Notes and 2028 Notes, Wells Fargo Securities, LLC and its successors and (4) with respect to the 2026 Notes, and 2023 Notes, J.P.
Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor
another Primary Treasury Dealer, and (5) any other Primary Treasury Dealers selected by the Issuers.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by an
Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
the Issuers by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date (or in the case
of the notes other than the 2026 Notes, the third business day preceding the relevant Deposit Date in connection with the satisfaction and discharge of notes
in accordance with the terms of the indenture).
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price on such redemption date.
Gaming Redemption
In addition to the foregoing, if any Gaming Authority requires that a holder or Beneficial Owner of notes must be licensed, qualified or found suitable
under any applicable Gaming Laws and such holder or Beneficial Owner:
(1) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming
Authority) after being requested to do so by the Gaming Authority, or
(2) is denied such license or qualification or not found suitable, or if any Gaming Authority otherwise requires that notes from any holder or Beneficial
Owner be redeemed, subject to applicable Gaming Laws the Issuers shall have the right, at their option:
(i) to require any such holder or Beneficial Owner to dispose of its notes within 30 days (or such earlier date as may be required by the
applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or
(ii) to call for the redemption of the notes of such holder or Beneficial Owner at a redemption price equal to the least of:
(A) the principal amount thereof, together with accrued interest to the earlier of the date of redemption or the date of the denial of
license or qualification or of the finding of unsuitability by such Gaming Authority,
(B) the price at which such holder or Beneficial Owner acquired the notes, together with accrued interest to the earlier of the date of
redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or
(C) such other lesser amount as may be required by any Gaming Authority.
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The Issuers shall notify the trustee in writing of any such redemption as soon as practicable. The holder or Beneficial Owner applying for license,
qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.
No Mandatory Redemption
The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the notes.
Selection and Notice
If less than all of the notes of any series are to be redeemed at any time, the trustee will select notes of such series for redemption as follows:
(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which
the notes are listed; or
(2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate
and in accordance with DTC procedures.
No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail (or in the case of global notes, given pursuant
to applicable DTC procedures) at least 30 (or 15 in the case of the 2031 Notes) but not more than 60 days before the redemption date to each holder of
notes to be redeemed at its registered address, except that (a) redemption notices may be mailed or given more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture, and (b) redemption notices may be mailed or
given less than 30 days (or 15 days in the case of the 2031 Notes) or more than 60 days prior to a redemption date if so required by any applicable Gaming
Authority in connection with a redemption described above under the caption “—Redemption-Gaming Redemption.”
If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is
to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon
cancellation of the original note. Notes called for redemption become due on the date fixed for redemption (subject to satisfaction of any applicable
conditions precedent). Unless we default in the payment of the redemption price, on and after the redemption date, interest ceases to accrue on notes or
portions of them called for redemption. For the avoidance of doubt, the trustee shall not have any responsibility for calculating the redemption price.
Subject to applicable securities laws, the Issuers or their affiliates may at any time and from time to time purchase notes or other indebtedness. Any such
purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or
otherwise, upon such terms and at such prices as well as with such consideration as the Issuers or any such affiliates may determine.
Repurchase at the Option of Holders
Change of Control and Rating Decline
If a Change of Control Triggering Event occurs with respect to a series of notes other than the 2031 Notes, each holder of such notes will have the right to
require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes of the applicable series pursuant to
an offer by the Issuers (a “Change of Control Offer”) on the terms set forth in the indenture, except to the extent the Issuers have previously redeemed such
notes as described under “—Redemption-Optional Redemption.” In the Change of Control Offer, the Issuers will offer a payment in cash equal to 101% of
the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased, to the date of purchase (the “Change of
Control Payment”). Within 30 days following the occurrence of a Change of Control Triggering Event, the Issuers will mail a notice to each holder
describing the transaction or transactions that constitute, or are expected to constitute, the Change of Control Triggering Event, and offering to repurchase
notes on the date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days after
the date such notice is mailed (or in the case of global notes, given pursuant to applicable DTC procedures), pursuant to the procedures required by the
indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of
Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the
indenture, the Issuers will comply with the
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applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture
by virtue of such conflict.
On the Change of Control Payment Date, the Issuers will, to the extent lawful:
(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount
of notes or portions of notes being purchased by the Issuers.
The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes
surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000.
The provisions described above that require the Issuers to make a Change of Control Offer following the occurrence of a Change of Control Triggering
Event will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control
Triggering Event, the indenture does not contain provisions that permit the holders of the notes to require that the Issuers repurchase or redeem the notes in
the event of a takeover, recapitalization or similar transaction.
The Issuers will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuers and purchases all notes properly
tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made
in advance of an anticipated Change of Control Triggering Event, conditional upon such Change of Control Triggering Event.
If holders of not less than 90% in aggregate principal amount of the outstanding applicable series of notes validly tender and do not withdraw such notes in
a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchase all of the
notes validly tendered and not withdrawn by such holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’
prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes of the
applicable series that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid
interest to, but not including the date of redemption.
The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or
substantially all” of the properties or assets of the Guarantor, the Issuers and their Subsidiaries taken as a whole. Although there is a limited body of case
law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a
holder of notes to require the Issuers to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets
of the Guarantor, the Issuers and their Subsidiaries taken as a whole to another Person or group may be uncertain.
The Credit Facility provides that certain change of control events with respect to the Issuers would constitute a default under the Credit Facility. Any future
credit agreements or other agreements to which any of the Issuers becomes a party may contain similar provisions. In the event a Change of Control
Triggering Event occurs at a time when the Issuers are prohibited from purchasing notes, the Issuers could seek the consent of their senior lenders to the
purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such a consent or repay such
borrowings, the Issuers will remain prohibited from purchasing notes. In such case, the Issuers’ failure to purchase tendered notes would constitute a
default under the indenture which could, in turn, constitute a default under such other indebtedness.
Certain Covenants
Limitations on Incurrence of Indebtedness
Limitation on Total Debt. The Issuers shall not, and shall not permit any of their Subsidiaries to, incur any Indebtedness (other than Permitted Debt) if,
immediately after giving effect to the incurrence of such additional Indebtedness, the Total Debt of the Issuers and their Subsidiaries on a pro forma basis
(including pro forma application of the net proceeds from such
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Indebtedness) would exceed 60% of the sum of (i) Total Asset Value as of the end of the Latest Completed Quarter and (ii) any increase in Total Asset
Value since the end of the Latest Completed Quarter (such sum of (i) and (ii), “Adjusted Total Asset Value”); provided, however, that from and after the
consummation of a Significant Acquisition, such percentage shall be 65% for the fiscal quarter in which such Significant Acquisition is consummated and
the three consecutive fiscal quarters immediately succeeding such fiscal quarter.
Limitation on Secured Debt. The Issuers shall not, and shall not permit any of their Subsidiaries to, incur any Secured Debt if, immediately after giving
effect to the incurrence of such additional Secured Debt, the Secured Debt of the Issuers and their Subsidiaries on a pro forma basis (including pro
forma application of the net proceeds from such Indebtedness) would exceed 40% of Adjusted Total Asset Value.
Interest Coverage Ratio. The Issuers shall not, and shall not permit any of their Subsidiaries to, incur any Indebtedness (other than Permitted Debt) if,
immediately after giving effect to the incurrence of such additional Indebtedness, the ratio of Consolidated EBITDA to Interest Expense for the Issuers and
their Subsidiaries (the “Coverage Ratio”) for the four consecutive fiscal quarter period ending on and including the Latest Completed Quarter would be less
than 1.50 to 1.00 on a pro forma basis (including pro forma application of the net proceeds from such Indebtedness).
Limitation on Subordinated Debt and Subsidiary Guarantees. The Issuers shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Issuers, unless such Indebtedness is expressly
subordinated in right of payment to the notes. The foregoing does not apply to distinctions between categories of Indebtedness that exist by reason of any
Liens securing some but not all of such Indebtedness or securing such Indebtedness with greater or lesser priority or with different collateral or as a result
of provisions that apply proceeds or amounts received by the borrower, obligor or Issuer following a default or exercise of remedies in a certain order of
priority.
In addition, following the date of the indenture, no Subsidiary of the Operating Partnership (excluding Capital Corp.) will directly or indirectly guarantee,
or become jointly and severally liable with respect to any Debt Securities of the Operating Partnership (excluding, in any event, (x) Acquired Debt and
(y) guarantees of such Acquired Debt or any other Indebtedness of the Operating Partnership to the extent a guarantee is required as a result of the
assumption by the Operating Partnership of such Acquired Debt described in clause (x) pursuant to the terms thereof as they existed at the time of and after
giving effect to (and are not modified in contemplation of, other than to give effect to) the assumption of or acquisition of such Acquired Debt) issued after
the date of the indenture, unless a guarantee is provided in respect of the notes by such Subsidiary.
Maintenance of Total Unencumbered Assets
The Issuers and their Subsidiaries shall maintain Total Unencumbered Asset Value of not less than 150% of Unsecured Debt, in each case calculated as of
the end of the Latest Completed Quarter.
Reports
Whether or not required by the Securities and Exchange Commission (the “SEC”), so long as any notes are outstanding, the Issuers will furnish to the
trustee with written instructions for mailing (or in the case of global notes, delivery pursuant to applicable DTC procedures) to the holders of notes, within
30 days after the time periods specified in the SEC’s rules and regulations:
(1) all quarterly and annual financial information that is filed or that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-
K if or as if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuers’ certified independent accountants;
and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports.
The availability of the foregoing materials on the SEC’s EDGAR service (or any successor thereto) shall be deemed to satisfy the Issuers’ obligations to
furnish such materials to the trustee with written instructions for mailing (or in the case of global notes, delivery pursuant to applicable DTC procedures) to
the holders of notes; provided, however, that the trustee shall have no obligation whatsoever to determine whether or not such information, documents or
reports have been filed pursuant to the “EDGAR” system (or its successor).
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Delivery of such reports, information and documents to the trustee is for informational purposes only and the trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of
its covenants under the indenture (as to which the trustee is entitled to rely exclusively on officer’s certificates).
In addition, the Issuers have agreed that, for so long as any 2026 Notes remain outstanding, if the Issuers are not required to file with the SEC the reports
required by the first paragraph of this covenant, it will furnish to the holders of the 2026 Notes and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended.
Notwithstanding the foregoing, for so long as the Guarantor guarantees the notes (or in the event that another parent entity of the Issuers becomes a
guarantor of the notes), the Issuers may satisfy their obligations to furnish the reports and other information described above by furnishing such reports
filed by, or such information of, the Guarantor (or such other parent guarantor, respectively) and the availability of the Guarantor’s (or such other parent
guarantor’s, as applicable) information on the SEC’s EDGAR service (or any successor thereto) shall be deemed to satisfy such obligation.
Penn Master Lease
The Issuers will not enter into any amendment to the Penn Master Lease if such amendment would materially impair the ability of the Issuers to satisfy
their obligations to make payments on the notes other than the 2031 Notes; provided that amendments of the Penn Master Lease (and corresponding rent
reduction) pursuant to the terms of the Penn Master Lease in connection with an asset sale made in accordance with the Penn Master Lease shall not be
deemed to materially impair the ability of the Issuers to satisfy their obligations to make payments on the notes or to materially impair the rights and
remedies of the holders of the notes.
Consolidation, Merger and Sale of Assets
Each Issuer may not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not such Issuer is the surviving entity); or
(y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Issuer and its Subsidiaries taken as a whole
to another Person unless:
(1) either (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or
to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United
States, any state of the United States or the District of Columbia (provided that if such Person is not a corporation, a co-obligor of the notes is a corporation
organized or existing under such laws);
(2) the Person formed by or surviving any such consolidation or merger (if other than an Issuer) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has been made assumes all the obligations of such Issuer under the notes and the indenture and, in the case of the 2023
Notes, the Registration Rights Agreement, pursuant to agreements reasonably satisfactory to the trustee; and
(3) immediately after such transaction no default or event of default exists with respect to the notes.
The Guarantor may not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Guarantor is the surviving
corporation); or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor and its
Subsidiaries taken as a whole to another Person unless:
(1) either (a) the Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the
Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of
the United States, any state of the United States or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the obligations of the Guarantor under the notes and the indenture and, in the case of
the 2023 Notes, the Registration Rights Agreement, pursuant to agreements reasonably satisfactory to the trustee; and
(3) immediately after such transaction no default or event of default exists with respect to the notes.
Upon any sale, assignment, transfer, conveyance or other disposition of all or substantially all of an Issuer’s or the Guarantor’s, as applicable, and its
Subsidiaries’ assets, taken as a whole, in compliance with the provisions of this “Consolidation, Merger and Sale of Assets” covenant, such Issuer or the
Guarantor, as applicable, will be released from the obligations under the notes
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or its guarantee, respectively, and the indenture and, in the case of the 2023 Notes, the Registration Rights Agreement, except with respect to any
obligations that arise from, or are related to, such transaction.
This “Consolidation, Merger and Sale of Assets” covenant will not apply to:
(1) a merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets between or among the Guarantor, the Issuers (or an
Issuer) or any of the Issuers’ Subsidiaries;
(2) a merger between the Issuers (or an Issuer), the Guarantor or any Subsidiary respectively, and an Affiliate of an Issuer, the Guarantor or such
Subsidiary incorporated or formed solely for the purpose of reincorporating or reorganizing an Issuer, the Guarantor or such Subsidiary in another state of
the United States or changing the legal domicile or form of an Issuer, the Guarantor or such Subsidiary or for the sole purpose of forming or collapsing a
holding company structure;
(3) the lease of all or substantially all of the real estate assets of the Guarantor or any Issuer, or any of their respective Subsidiaries, to Penn or its
Subsidiaries or another operator pursuant to the Penn Master Lease, Pinnacle Master Lease or another real estate lease or leases; or
(4) except with respect to the 2031 Notes, the Penn Transactions and any transactions related thereto.
The description above includes a phrase relating to the sale or disposition of “all or substantially all” of the properties or assets of the Issuers or the
Guarantor, and their respective Subsidiaries. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise
established definition of the phrase under applicable law.
Limitation on Activities of Capital Corp.
Capital Corp. will not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided, that
Capital Corp. may be a co-obligor or guarantor with respect to indebtedness if the Operating Partnership is an obligor on or guarantor of such indebtedness
and the net proceeds of such indebtedness are funded to, or at the direction of, the Operating Partnership or a Subsidiary thereof other than Capital Corp.
Certain Definitions
“2013 Offering Memorandum” means the offering memorandum of the Issuers, dated October 23, 2013.
“Acquired Debt” means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary
of, such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the arithmetic mean of the weekly average yield to maturity
(representing the average of the daily rates for the immediately preceding week) available through the most recent Statistical Release under the heading
“Week Ending” for “U.S. Government Securities—Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the
remaining term of the notes being redeemed as of such redemption date, calculated as if the maturity date of such notes was the Par Call Date (as
applicable, the “Remaining Life”). If no maturity exactly corresponds to such Remaining Life, yields for the next shortest and next longest published
maturities most closely corresponding to such Remaining Life shall be calculated pursuant to the immediately preceding sentence and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month.
For the purposes of calculating the Adjusted Treasury Rate, the most recent Statistical Release published at least two business days prior to the redemption
date (or at least two business days prior to the relevant Deposit Date in connection with a satisfaction and discharge of the such notes in accordance with the
terms of the indenture) shall be used.
“Asset Value” means, at any date of determination, the sum of:
(1) in the case of any Income Property (or group of Income Properties, including, without limitation, the Penn Master Lease Properties), the Capitalized
Value of such Income Property (or group of Income Properties) as of such date; provided, however, that (except, in the case of the 2023 Notes, with respect
to the Original Master Lease Properties, the Ohio Development Facilities, the Hollywood Casino Baton Rouge and the Hollywood Casino Perryville) the
Asset Value of each Income Property
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(other than a former Development Property or Redevelopment Property) during the first four complete fiscal quarters following the date of acquisition
thereof shall be the greater of (i) the acquisition price thereof and (ii) the Capitalized Value thereof (provided that the Asset Value shall be the acquisition
price thereof if results of one full fiscal quarter after the acquisition thereof are not available with respect to such Income Property (or group of Income
Properties) (and after results of one full fiscal quarter after the acquisition thereof are available, the Capitalized Value thereof may be determined by
annualizing such results) including for purposes of determining any increase in Total Asset Value since the end of the Latest Completed
Quarter); provided, further, that an adjustment shall be made to the Asset Value of any Income Property (in an amount reasonably determined by an Issuer)
as new tenancy leases are entered into, or existing tenancy leases terminate or expire, in respect of such Income Property;
(2) in the case of any Development Property or Redevelopment Property (or former Development Property or Redevelopment Property) prior to the date
when financial results are available for at least one complete fiscal quarter following completion or opening of the applicable development project, 100% of
the book value (determined in accordance with GAAP but determined without giving effect to any depreciation) of any such Development Property or
Redevelopment Property (or former Development Property or Redevelopment Property); and
(3) 100% of the book value (determined in accordance with GAAP) of any undeveloped land owned or leased as of such date of determination.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.
“Capitalized Value” means, with respect to the Penn Master Lease Properties or any other group of related properties or any other property, the Property
EBITDA of the Penn Master Lease Properties or such other group of related properties or such property, as the case may be, for the most recent four
completed fiscal quarters divided by 8.25% (or 9.0% in the case of the 2023 Notes).
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the Guarantor, the Operating Partnership and their Subsidiaries taken as a whole to any
“person” (as that term is used in Section 13(d) of the Exchange Act); provided, however, that for the avoidance of doubt, the lease of all or substantially all
of the real estate assets of the Guarantor or any Issuer or any of their respective subsidiaries, to Penn or its Subsidiaries or to another operator pursuant to
the Penn Master Lease or another real estate lease or leases shall not constitute a Change of Control;
(2) the adoption by shareholders or partners of a plan relating to the liquidation or dissolution of the Guarantor or the Operating Partnership;
(3) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as defined above), other than
any holding company which owns 100% of the Voting Stock of the Guarantor (so long as no Change of Control would otherwise have occurred in respect
of the Voting Stock of such holding company), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the
Guarantor, measured by voting power rather than number of shares;
(4) (i) the Guarantor ceases to own, directly or indirectly, more than 50% of the Voting Stock of the Operating Partnership or (ii) the sole general partner
of the Operating Partnership ceases to be the Guarantor or one or more of the Guarantor’s wholly owned subsidiaries; or
(5) the first day on which a majority of the members of the Board of Directors of the Guarantor are not Continuing Directors.
For purposes of this definition, (1) no Change of Control shall be deemed to have occurred solely as a result of a transfer of assets among the Guarantor,
any Issuer and any of their respective Subsidiaries and (2) a Person shall not be deemed to have beneficial ownership of securities subject to a stock
purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.
“Change of Control Triggering Event” means the occurrence of both (i) a Change of Control and (ii) a Rating Decline.
“Consolidated EBITDA” means, for the applicable test period, the net income (or net loss) of the Issuers and their Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP, except to the extent that GAAP is not applicable, including, without limitation, with respect to the
determination of all extraordinary, non-cash and non-recurring items ((x) excluding, without duplication, gains (or losses) from dispositions of depreciable
real estate investments,
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property valuation losses and impairment charges and (y) before giving effect to cash dividends on preferred units of the Issuers or charges resulting from
the redemption of preferred units of the Issuers attributable to the Issuers and their Subsidiaries for such period determined on a consolidated basis in
conformity with GAAP);
(1) plus, without duplication and solely to the extent already deducted (and not added back) in arriving at such net income (or net loss), the sum of the
following amounts for such period:
(a) interest expense (whether paid or accrued and whether or not capitalized);
(b) income tax expense;
(c) depreciation expense;
(d) amortization expense;
(e) extraordinary, non-recurring and unusual items, charges or expenses (including, without limitation, impairment charges, fees, costs and
expenses relating to the Penn Transactions, prepayment penalties and costs, fees or expenses incurred in connection with any capital markets
offering, debt financing, or amendment thereto, redemption or exchange of indebtedness, lease termination, business combination, acquisition,
disposition, recapitalization or similar transaction (regardless of whether such transaction is completed));
(f) expenses and losses associated with hedging agreements;
(g) expenses and losses resulting from fluctuations in foreign exchange rates;
(h) other non-cash items, charges or expenses reducing net income (or increasing net loss) (other than items that will require cash payments and
for which an accrual or reserve is, or is required by GAAP to be, made in which case, at the election of the Issuers such items may be added back
when accrued and deducted from net income when paid in cash, or given effect (and not added back to net income) when accrued or reserved);
(i) the amount of integration costs deducted (and not added back) in such period in computing the net income (or net loss);
(j) severance, relocation costs, signing costs, retention or completion bonuses, transition costs, curtailments or modifications to pension and post-
retirement employee benefit plans (including any settlement of pension liabilities);
(k) in the case of the 2031 Notes, equity-based compensation; and
(l) to the extent not included in net income or, if otherwise excluded from Consolidated EBITDA due to the operation of clause (2)(a) below, the
amount of insurance proceeds received during such period, or after such period and on or prior to the date the calculation is made with respect to
such period, attributable to any property which has been closed or had operations curtailed for such period; provided that such amount of insurance
proceeds shall only be included pursuant to this clause (l) to the extent of the amount of insurance proceeds plus Consolidated EBITDA
attributable to such property for such period (without giving effect to this clause (k)) does not exceed Consolidated EBITDA attributable to such
property during the most recent four consecutive fiscal quarter period that such property was fully operational (or if such property has not been
fully operational for the most recent such period prior to such closure or curtailment, the Consolidated EBITDA attributable to such property
during the consecutive fiscal quarter period prior to such closure or curtailment (for which financial results are available) annualized over four
fiscal quarters);
(2) minus, without duplication and solely to the extent included in arriving at such net income (or net loss), the sum of the following amounts for such
period:
(a) extraordinary, non-recurring and unusual gains (other than insurance proceeds);
(b) gains attributable to hedging agreements;
(c) non-cash gains resulting from fluctuations in foreign exchange rates; and
(d) other non-cash gains increasing net income (or decreasing net loss) other than accruals in the ordinary course.
For purposes of this definition, net income (net loss) shall only include the Issuers’ Ownership Share of net income (net loss) of their non-wholly owned
Subsidiaries and Unconsolidated Affiliates and, accordingly, there shall be no deduction from net income or Consolidated EBITDA for non-controlling or
minority interests in such Persons.
Consolidated EBITDA will be adjusted, without duplication, to give pro forma effect: (x) in the case of any assets having been placed-in-service or
removed from service since the beginning of the period and on or prior to the date of determination, to
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include or exclude, as the case may be, any Consolidated EBITDA earned or eliminated as a result of the placement of such assets in service or removal of
such assets from service as if the placement of such assets in service or removal of such assets from service occurred at the beginning of the period; and
(y) in the case of any acquisition or disposition of any asset or group of assets since the beginning of the period and on or prior to the date of determination,
including, without limitation, by merger, or stock or asset purchase or sale, to include or exclude, as the case may be, any Consolidated EBITDA earned or
eliminated as a result of the acquisition or disposition of those assets as if the acquisition or disposition occurred at the beginning of the period. For
purposes of calculating Consolidated EBITDA, all amounts shall be as reasonably determined by an Issuer, and in accordance with GAAP except to the
extent that GAAP is not applicable, including, without limitation, with respect to the determination of extraordinary, non-cash or non-recurring items.
“Consolidated Financial Statements” means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial
statements, of that Person and its Subsidiaries prepared in accordance with GAAP.
“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Guarantor who:
(1) was a member of such Board of Directors on the date of the indenture; or
(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the continuing directors under clause (1) or this
clause (2) who were members of such Board at the time of such nomination or election.
“Credit Facility” means the Credit Agreement, dated October 28, 2013, among the Operating Partnership, as the Borrower, JPMorgan Chase Bank, N.A., as
Administrative Agent, L/C Issuer and Swingline Lender and the parties named therein as Co-Syndication Agents, Documentation Agents, Joint Physical
Bookrunners and Joint Lead Arrangers, and the lenders from time to time party thereto, including any related notes, guarantees, instruments and agreements
executed in connection therewith, and as amended, modified, renewed, refunded, restructured, replaced or refinanced from time to time including increases
in principal amount (whether the same are provided by the original agents and lenders under such Credit Facility or other agents or other lenders).
“Credit Facilities” means one or more debt facilities or commercial paper facilities (providing for revolving credit loans, term loans, other loans,
receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against
such receivables) or letters of credit) or debt securities, including any related notes, guarantees, collateral documents, agreements relating to swap or other
hedging obligations, and other instruments, agreements and documents executed in connection therewith, in each case as amended, restated, modified,
renewed, refunded, replaced, restructured or otherwise refinanced in whole or in part from time to time by one or more agreements, facilities (whether or
not in the form of a debt facility or commercial paper facility) or instruments.
“Debt Securities” means any debt securities, as such term is commonly understood, issued in any public offering or private placement in an aggregate
principal amount of $100.0 million or more.
“Development Property” means real property (a) acquired for, or currently under, development into an Income Property that, in accordance with GAAP,
would be classified as an asset on the consolidated balance sheet of the Issuers and their Subsidiaries and (b) of the type described in clause (a) of this
definition to be (but not yet) acquired by the Issuers or any of their Subsidiaries upon completion of construction pursuant to a contract in which the seller
of such real property is required to build, develop or renovate prior to, and as a condition precedent to, such acquisition.
“Fitch” means Fitch Ratings, Inc., doing business as Fitch Ratings, or any successor thereto.
“GAAP” means generally accepted accounting principles set forth as of the relevant date in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the U.S. accounting profession), including, without limitation, any Accounting
Standards Codifications, which are applicable to the circumstances as of the date of determination; provided that with respect to the 2031 Notes, if, as of a
particular date as of which compliance with the covenants contained in the indenture is being determined, there have been changes in generally accepted
accounting principles from those that applied to the consolidated financial statements of either Issuer or the Guarantor for the year ended December 31,
2019, the Issuers may, in their sole discretion, determine compliance with the covenants contained in the indenture using generally accepted accounting
principles, consistently applied, as in effect as of the end of any fiscal quarter selected by the Issuers, in its sole discretion, that is on or after December 31,
2019 and prior to the date as of which compliance with the covenants in the indenture is being determined (“Fixed GAAP”), and, solely for purposes of
calculating the covenants as of such date, “GAAP” shall mean Fixed GAAP; provided further that, with respect to the notes other than the 2023 Notes, and
in the case or GAAP or Fixed GAAP with respect to the 2031 Notes, (1) any lease that is
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accounted for by any Person as an operating lease, (2) the Pinnacle Master Lease and (3) any similar lease to either lease referred to in clauses (1) and
(2) and entered into after the issue date for the applicable series of existing senior unsecured notes by any Person may, in the sole discretion of the
Operating Partnership, be accounted for as an operating lease for purposes of such notes and the indenture with respect to such notes (and shall not
constitute a capitalized lease).
“Gaming Approval” means any and all approvals, licenses, authorizations, permits, consents, rulings, orders or directives (a) relating to any gaming
business (including pari-mutuel betting) or enterprise, including to enable the Issuers or any of their Subsidiaries or affiliates to engage in or manage the
casino, gambling, horse racing or gaming business or otherwise continue to conduct or manage such business substantially as is presently conducted or
managed or contemplated to be conducted or managed or (b) required by any Gaming Law.
“Gaming Authority” means any governmental agency, authority, board, bureau, commission, department, office or instrumentality with regulatory, licensing
or permitting authority or jurisdiction over any gaming business or enterprise or any Gaming Facility, or with regulatory, licensing or permitting authority
or jurisdiction over any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of their Subsidiaries.
“Gaming Facility” means any gaming or pari-mutuel wagering establishment, including any casino or “racino,” and other property or assets ancillary
thereto or used in connection therewith, including any casinos, hotels, resorts, racetracks, off-track wagering sites, theaters, parking facilities, recreational
vehicle parks, timeshare operations, retail shops, restaurants, other buildings, restaurants, theatres, related or ancillary businesses, land, golf courses and
other recreation and entertainment facilities, marinas, vessels, barges, ships and equipment.
“Gaming Laws” means all applicable provisions of all: (a) constitutions, treaties, statutes or laws governing Gaming Facilities (including card club casinos
and pari-mutuel racetracks) and rules, regulations, codes and ordinances of, and all administrative or judicial orders or decrees or other laws pursuant to
which, any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming, racing or Gaming Facility activities conducted or
managed by the Issuers or any of their Subsidiaries or affiliates within its jurisdiction; (b) Gaming Approvals; and (c) orders, decisions, determinations,
judgments, awards and decrees of any Gaming Authority.
“Income Property” means any real or personal property or assets or vessels (including any personal property ancillary thereto or used in connection
therewith or in support thereof) owned, operated or leased or otherwise controlled by the Issuers or their Subsidiaries and earning, or intended to earn,
current income whether from rent, lease payments, operations or otherwise. “Income Property” shall not include any Development Property,
Redevelopment Property or undeveloped land during the period such property or assets or vessels are Development Properties, Redevelopment Properties
or undeveloped land as reasonably determined by an Issuer.
“Indebtedness” means, as of any date of determination, all indebtedness for borrowed money of the Issuers and their Subsidiaries that is included as a
liability on the Consolidated Financial Statements of the Issuers in accordance with GAAP, excluding: (i) any indebtedness to the extent Discharged or, in
the case of the notes other than the 2023 Notes, to the extent secured by cash, cash equivalents or marketable securities (it being understood that cash
collateral shall be deemed to include cash deposited with a trustee or other agent with respect to third party indebtedness), (ii) Intercompany Debt, (iii) all
liabilities associated with customary exceptions to non-recourse indebtedness, such as for fraud, misapplication of funds, environmental indemnities,
voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions and (iv) any redeemable equity interest in the Issuers; provided that in
the case of the notes other than the 2023 Notes, Indebtedness of a Subsidiary of any of the Issuers that is not a wholly owned Subsidiary of the Issuers shall
be reduced to reflect the Issuers’ proportionate interest therein.
“Intercompany Debt” means, as of any date, Indebtedness to which the only parties are the Guarantor, the Issuers and any of their respective Subsidiaries as
of such date; provided, however, that with respect to any such Indebtedness of which any of the Issuers is the borrower, such Indebtedness is subordinate in
right of payment to the notes.
“Interest Expense” means, for any period of time, the aggregate amount of interest payable in cash on Indebtedness of the Issuers and their Subsidiaries, net
of interest income and payments received under swap and other hedging agreements or arrangements relating to interest rates, and excluding (i) any
commitment, upfront, arrangement or structuring fees or premiums (including redemption and prepayment premiums) or original issue discount,
(ii) interest reserves funded from the proceeds of any Indebtedness, (iii) any cash costs associated with breakage in respect of hedging agreements for
interest rates, (iv) all cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing
fees, and (v) amortization of deferred financing costs; provided that the components of Interest Expense relating to a Subsidiary
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of any of the Issuers that is not a wholly owned Subsidiary of the Issuers shall be reduced to reflect the Issuers’ proportionate interest therein.
“Latest Completed Quarter” means, as of any date, the most recently ended fiscal quarter of the Issuers for which Consolidated Financial Statements of the
Issuers (or the Guarantor or another parent guarantor, as applicable) have been completed, it being understood that at any time when the Issuers (or the
Guarantor or another parent guarantor, as applicable) are subject to the informational requirements of the Exchange Act, and in accordance therewith file
annual and quarterly reports with the SEC, the term “Latest Completed Quarter” shall be deemed to refer to the fiscal quarter covered by the Issuers’ (or the
Guarantor’s or another parent guarantor’s, as applicable) most recently filed Quarterly Report on Form 10-Q, or, in the case of the last fiscal quarter of the
year, the Issuers’ (or the Guarantor’s or another parent guarantor’s, as applicable) Annual Report on Form 10-K.
“Lien” means, with respect to any asset (without duplication), any lien, security interest or other type of preferential arrangement for security, including,
without limitation, the lien or retained security title of a conditional vendor; provided that, for purposes hereof, “Lien” shall not include any Lien related to
Indebtedness that has been Discharged or otherwise satisfied by the Issuers or any of their Subsidiaries in accordance with the provisions thereof, including
through the deposit of cash, cash equivalents or marketable securities (it being understood that cash collateral shall be deemed to include cash deposited
with a trustee with respect to third party indebtedness).
“Ohio Development Facilities” means the properties under development as of the issue date of the 2023 Notes in Dayton, Ohio and Mahoning Valley, Ohio.
“Original Master Lease Properties” means the Penn Master Lease Properties as of the date of the Penn Master Lease.
“Ownership Share” means, with respect to any Subsidiary (other than a wholly owned Subsidiary of any of the Issuers) or any Unconsolidated Affiliate of
the Issuers, the Issuers’ relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined
in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership
agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.
“Penn” means Penn National Gaming, Inc., a Pennsylvania corporation.
“Penn Master Lease” means that certain Master Lease, dated as of November 1, 2013, between the Operating Partnership (and any Subsidiaries of the
Operating Partnership acting as landlord or co-landlord) and the Penn Tenant, as it may be amended, supplemented or modified from time to time.
“Penn Master Lease Guaranty” means the Guaranty of the Penn Master Lease by Penn in favor of the Operating Partnership or a Subsidiary thereof.
“Penn Master Lease Properties” means, as of any date of determination, the real properties that are leased to Penn Tenant pursuant to the Penn Master
Lease.
“Penn Notes” means the 2023 Notes.
“Penn Notes Issue Date” means October 30, 2013, with respect to the 2023 Notes.
“Penn Spin-Off” means the spin-off of the Guarantor from Penn to the shareholders of Penn in November 2013, which resulted in the Operating Partnership
having title to substantially all of the real estate assets held by Penn prior to the spin-off, and including the entering into by the Penn Tenant and the
Operating Partnership (or one or more Subsidiaries of the Operating Partnership acting as landlord or co-landlord) of the Penn Master Lease.
“Penn Tenant” means Penn Tenant, LLC, a Pennsylvania limited liability company, in its capacity as tenant under the Penn Master Lease, and its successors
in such capacity.
“Penn Transactions” means, collectively, (a) the Penn Spin-Off and the series of corporate restructurings and other transactions entered into in connection
with the foregoing, the acquisition by the Guarantor of the GLPI Assets (as defined in the 2013 Offering Memorandum) and the entering into of the Penn
Master Lease, (b) the issuance of the Penn Notes (and the Issuers’ 4.375% Senior Notes due 2018, which have been redeemed in full as of the date hereof)
and the entering into of the Credit Agreement on October 28, 2013, (c) the payment of the earnings and profits purge described in the 2013 Offering
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Memorandum, (d) any other transactions defined as “Transactions” in the 2013 Offering Memorandum and (e) the payment of fees and expenses in
connection with the foregoing.
“Permitted Debt” means:
(1) Indebtedness incurred under the Credit Facilities on or prior to the date of the indenture; and
(2) Indebtedness represented by the existing senior unsecured notes.
“Permitted Replacement Lease” means (a) any new lease entered into pursuant to Section 17.1(f) of the Penn Master Lease, (b) any new lease entered into
with a Qualified Successor Tenant or (c) any assignment of the Penn Master Lease to a Qualified Successor Tenant, in each case, whether in respect of all
or a portion of the gaming facilities subject to the Penn Master Lease.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.
“Pinnacle” means Pinnacle Entertainment, Inc., a Delaware corporation.
“Pinnacle Master Lease” means that certain master lease, dated as of April 28, 2016, between, Pinnacle MLS, LLC, as tenant, and Gold Merger Sub, LLC
(as successor to Pinnacle), as landlord, as such Master Lease may be amended, supplemented or modified from time to time.
“pro forma basis” means:
(1) For purposes of calculating the amount of Total Debt or Secured Debt or Unsecured Debt under “—Certain Covenants-Limitations on Incurrence of
Indebtedness-Limitation on Total Debt” and “—Limitation on Secured Debt,” there shall be excluded Indebtedness to the extent secured by cash, cash
equivalents or marketable securities (it being understood that cash collateral shall be deemed to include cash deposited with a trustee or other agent with
respect to third party indebtedness) or which has been repaid, discharged, defeased (whether by covenant or legal defeasance), retired, repurchased or
redeemed or otherwise satisfied on or prior to the date such calculation is being made or for which the Guarantor, the Issuers or any of their Subsidiaries has
irrevocably made a deposit to repay, defease (whether by covenant or legal defeasance), discharge, repurchase, retire or redeem or otherwise satisfy or
called for redemption, defeasance (whether by covenant or legal defeasance), discharge, repurchase or retirement, on or prior to the date such calculation is
being made (collectively, “Discharged”);
(2) For purposes of calculating the Coverage Ratio:
(a) in the event that the Issuers or any of their Subsidiaries incurs, assumes, guarantees or Discharges any Indebtedness (other than ordinary
working capital borrowings) subsequent to the commencement of the period for which the Coverage Ratio is being calculated and on or prior to
the date such calculation is being made, then the Coverage Ratio will be calculated giving pro forma effect thereto, and the use of the proceeds
therefrom (including any such transaction giving rise to the need to calculate the Coverage Ratio), in each case, as if the same had occurred at the
beginning of the applicable four-quarter period and Interest Expense relating to any such Indebtedness that has been Discharged or, in the case of
the notes other than the 2023 Notes, to the extent secured by cash, cash equivalents or marketable securities (it being understood that cash
collateral shall be deemed to include cash deposited with a trustee or other agent with respect to third party indebtedness) shall be excluded;
(b) acquisitions or investments that have been made by the Issuers or any of their Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter period or subsequent to such period and on or prior to the date such
calculation is being made, and the change in Consolidated EBITDA resulting therefrom, will be given pro forma effect as if they had occurred on
the first day of the four-quarter period, and Consolidated EBITDA for such period shall include the Consolidated EBITDA of the acquired entities
or applicable to such investments, and related transactions, and shall otherwise be calculated on a pro forma basis;
(c) (i) any Person that is a Subsidiary on the date such calculation is being made will be deemed to have been a Subsidiary at all times during the
applicable four-quarter period, and (ii) any Person that is not a Subsidiary on the date such calculation is being made will be deemed not to have
been a Subsidiary at any time during the applicable four-quarter reference period;
(d) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the date such calculation is being made, will be excluded;
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(e) the Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed
of prior to the date such calculation is being made, will be excluded, but only to the extent that the obligations giving rise to such Interest Expense
will not be obligations of the Issuers or any of their Subsidiaries following the date such calculation is being made;
(f) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional
rate as the Issuers may designate; and
(g) except with respect to the 2031 Notes, for any period that includes any period of time occurring prior to the Penn Notes Issue Date, the Penn
Transactions shall be given pro forma effect as if the Penn Transactions had occurred at the beginning of such period.
“Property EBITDA” means, for any period of time with respect to the Penn Master Lease Properties or any other group of related properties or any property
(excluding any properties that are not Income Properties), the sum, with respect to the Penn Master Lease Properties or other group of related properties or
property, of the net income (or net loss) derived from such property for such period (excluding, without duplication, gains (or losses) from dispositions of
depreciable real estate investments, property valuation losses and impairment charges);
(1) plus, without duplication and solely to the extent already deducted (and not added back) in arriving at such net income (or net loss), the sum of the
following amounts for such period:
(a) interest expense (whether paid or accrued and whether or not capitalized);
(b) income tax expense;
(c) depreciation expense;
(d) amortization expense;
(e) extraordinary, non-recurring and unusual items, charges or expenses (including, without limitation, property valuation losses, impairment
charges, fees, costs and expenses relating to the Penn Transactions, prepayment penalties and costs, fees or expenses incurred in connection with
any capital markets offering, debt financing, or amendment thereto, redemption or exchange of indebtedness, lease termination, business
combination, acquisition, disposition, recapitalization or similar transaction (regardless of whether such transaction is completed));
(f) expenses and losses associated with hedging agreements;
(g) expenses and losses resulting from fluctuations in foreign exchange rates;
(h) other non-cash items, charges or expenses reducing net income (or increasing net loss) (other than items that will require cash payments and
for which an accrual or reserve is, or is required by GAAP to be, made in which case, at the election of the Issuers such items may be added back
when accrued and deducted from net income when paid in cash, or given effect (and not added back to net income) when accrued or reserved);
(i) the amount of integration costs deducted (and not added back) in such period in computing the net income (or net loss);
(j) severance, relocation costs, signing costs, retention or completion bonuses, transition costs, curtailments or modifications to pension and post-
retirement employee benefit plans (including any settlement of pension liabilities); and
(k) to the extent not included in net income or, if otherwise excluded from Property EBITDA due to the operation of clause (2)(a) below, the
amount of insurance proceeds received during such period, or after such period and on or prior to the date the calculation is made with respect to
such period, attributable to such property;
(2) minus, without duplication and solely to the extent included in arriving at such net income (or net loss), the sum of the following amounts for such
period:
(a) extraordinary, non-recurring and unusual gains (other than insurance proceeds);
(b) gains attributable to hedging agreements;
(c) non-cash gains resulting from fluctuations in foreign exchange rates; and
(d) other non-cash gains increasing net income (or decreasing net loss) other than accruals in the ordinary course;
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provided that to the extent any amounts referred to in this definition or deducted in calculating net income (or net loss) (including any costs or expenses
included in calculating net income (or net loss)) are required to be paid by the Penn Tenant under the Penn Master Lease or any other Person that is a lessee
or operator of any such property, such amounts will not be subtracted, and will be added back to Property EBITDA for the applicable property or group of
properties.
Property EBITDA will be adjusted, without duplication, to give pro forma effect: (x) in the case of any assets having been placed-in-service or removed
from service since the beginning of the period and on or prior to the date of determination, to include or exclude, as the case may be, any Property EBITDA
earned or eliminated as a result of the placement of such assets in service or removal of such assets from service as if the placement of such assets in
service or removal of such assets from service occurred at the beginning of the period; and (y) in the case of any acquisition or disposition of any asset or
group of assets since the beginning of the period and on or prior to the date of determination, including, without limitation, by merger, or stock or asset
purchase or sale, to include or exclude, as the case may be, any Property EBITDA earned or eliminated as a result of the acquisition or disposition of those
assets as if the acquisition or disposition occurred at the beginning of the period. For purposes of calculating Property EBITDA, all amounts shall be as
determined reasonably by an Issuer, and in accordance with GAAP except to the extent that GAAP is not applicable.
“Qualified Successor Tenant” means a Person that: (a) in the reasonable judgment of an Issuer, has sufficient experience (directly or through one or more of
its Subsidiaries) operating or managing casinos or is owned, controlled or managed by a Person with such experience, to operate properties subject to a
Permitted Replacement Lease and (b) is licensed or certified by each gaming authority with jurisdiction over any gaming facility subject to the applicable
Permitted Replacement Lease as of the initial date of the effectiveness of the applicable Permitted Replacement Lease.
“Rating Agency” means (a) Fitch, Moody’s or S&P in the case of the 2030 Notes and 2024 Notes and Moody’s or S&P’s in the case of all of the other notes
or (b) if any of Fitch, Moody’s or S&P in the case of the 2030 Notes and 2024 Notes and Moody’s or S&P’s in the case of all of the other notes shall not
make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers (as
certified by a resolution of the Issuers’ Board of Directors) which shall be substituted for Fitch, Moody’s or S&P, as the case may be.
“Rating Category” means (a) with respect to Fitch or S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories);
(b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c) the equivalent of any
such category of Fitch, S&P or Moody’s used by another Rating Agency selected by the Issuers. In determining whether the rating of the notes has
decreased by one or more gradations, gradations within Rating Categories ((i) + and - for S&P and Fitch; (ii) 1, 2 and 3 for Moody’s; and (iii) the
equivalent gradations for another Rating Agency selected by the Issuers) shall be taken into account (e.g., with respect to S&P, a decline in a rating from
BB+ to BB, or from BB- to B+, will constitute a decrease of one gradation).
“Rating Date” means the date which is 90 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control
or of the intention by the Issuers to effect a Change of Control.
“Rating Decline” with respect to a particular series of notes shall be deemed to occur if, within 90 days after public notice of the occurrence of a Change of
Control (which period shall be extended in respect of a Rating Agency so long as the rating of the notes is under publicly announced consideration for
possible downgrade by any such Rating Agency with respect to a Rating Category), the rating of such series of notes by at least two of the three Rating
Agencies in the case of the 2030 Notes and 2024 Notes and each of the Rating Agencies in the case of all other notes shall be decreased by one or more
gradations to or within a Rating Category (including gradations within Rating Categories as well as between Rating Categories) as compared to the rating
of the notes on the Rating Date.
“Redevelopment Property” means any real property owned by an Issuer or its Subsidiaries that operates or is intended to operate as an Income Property (a)
(i) that has been acquired by an Issuer or any of its Subsidiaries with a view toward renovating or rehabilitating such real property at an aggregate
anticipated cost of at least 10% of the acquisition cost thereof and such renovation or rehabilitation is expected to disrupt the occupancy of at least 30% of
the square footage of such property or (x) that an Issuer or any of its Subsidiaries intends to renovate or rehabilitate at an aggregate anticipated cost in
excess of (y) 10% of the Capitalized Value of such real property immediately prior to such renovation or rehabilitation and such renovation or rehabilitation
is expected to temporarily reduce the Property EBITDA attributable to such property by at least 30% as compared to the immediately preceding comparable
prior period and or (ii) with respect to which an Issuer or a Subsidiary thereof has entered into a binding construction contract or construction has
commenced, (b) that does not qualify as a “Development Property” and (c) that an Issuer so desires to classify as a “Redevelopment Property” for purposes
of the notes.
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“Registration Rights Agreement” means (i) the Registration Rights Agreement related to the 2023 notes, dated as of October 30, 2013, which was between
the Issuers and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, as representative of the initial purchasers, as amended
or supplemented, and (ii) any other registration rights agreement entered into in connection with the issuance after the applicable date of issuance of the
2023 Notes of additional 2023 Notes or additional debt securities under the indenture in a private offering by the Issuers.
“Secured Debt” means, as of any date of determination, the portion of Total Debt as of such date that is secured by a Lien on property or assets of the
Issuers or any of their Subsidiaries.
“Significant Acquisition” means an acquisition in which the aggregate consideration (whether in the form of cash, securities, goodwill, or otherwise) with
respect to such acquisition is not less than five percent (5%) of Total Asset Value immediately prior to such acquisition.
“Significant Subsidiary” means any Subsidiary of an Issuer having (together with its Subsidiaries) assets that constitute five percent (5%) or more of Total
Asset Value as of the end any of the most recently completed fiscal year of the Issuers for which Consolidated Financial Statements have been prepared
prior to the date of determination.
“Statistical Release” means the statistical release designated “H.15” or any successor publication which is published weekly by the Federal Reserve System
(or companion online data resource published by the Federal Reserve System) and which establishes yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is not published at the time of any determination under the indenture, then such other
reasonably comparable index designated by us.
“Subsidiary” means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries
of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more
Subsidiaries of such Person has more than a 50% equity interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of an Issuer, and in the case of each of clauses (i) and (ii) which is required to be consolidated with such Person in
accordance with GAAP.
“Total Asset Value” means, as of any date, the sum of the following without duplication: (a) the sum of the Asset Values for all assets constituting Income
Properties, Development Properties, Redevelopment Properties or undeveloped land owned by the Issuers or any of their Subsidiaries at such
date, plus (b) an amount (but not less than zero) equal to all unrestricted cash and cash equivalents on hand of the Issuers and their Subsidiaries (including
the proceeds of the Indebtedness to be incurred), plus (c) earnest money deposits associated with potential acquisitions as of such date, plus (d) the book
value (determined in accordance with GAAP) (but determined without giving effect to any depreciation or amortization) of all other investments held by
the Issuers and their Subsidiaries at such date (exclusive of accounts receivable and non-real estate intangible assets in the case of the 2031 Notes, accounts
receivable and goodwill and other intangible assets in the case of the 2030 Notes and 2024 Notes and goodwill and other intangible assets in the case of all
other notes). Total Asset Value shall be adjusted in the case of assets owned by Subsidiaries of the Issuers which are not wholly owned Subsidiaries of the
Issuers to reflect the Issuers’ Ownership Share therein.
“Total Debt” means, as of any date of determination, the aggregate principal amount of outstanding Indebtedness of the Issuers and their Subsidiaries as of
such date; provided that (a) Total Debt shall not include Indebtedness in respect of letters of credit, except to the extent of unreimbursed amounts
thereunder, and (b) the amount of Total Debt, in the case of Indebtedness of a Subsidiary of the Issuers that is not a wholly owned Subsidiary of the Issuers,
shall be reduced to reflect the Issuers’ proportionate interest therein.
“Total Unencumbered Asset Value” means, as of any date of determination, the Total Asset Value for all assets owned by the Issuers or one of their
Subsidiaries at such date that are not subject to any Lien which secures Indebtedness of the Issuers and their Subsidiaries; provided, however, that in the
case of the 2031 Notes, 2030 Notes and 2024 Notes all investments by the Issuers and their Subsidiaries in unconsolidated joint ventures, unconsolidated
limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Total Unencumbered Asset Value
to the extent such investments would have otherwise been included.
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“Unconsolidated Affiliate” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted
for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the
financial results of such Person on the Consolidated Financial Statements of such Person.
“Unsecured Debt” means, as of any date of determination, that portion of Total Debt as of that date that is not Secured Debt.
“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.
Events of Default
The following are “events of default” under the indenture with respect to debt securities of a particular series issued under the indenture, including the
notes:
(1) default for 30 days in the payment when due of interest on the debt securities of a particular series issued under the indenture, including the notes;
(2) default in payment when due of the principal of or premium, if any, on the debt securities of a particular series issued under the indenture, including
the notes;
(3) failure by the Issuers or any of their Subsidiaries for 60 days after receipt of notice from the trustee or holders of at least 25% in principal amount of
the notes then outstanding to comply with any of the covenants or agreements in the indenture (other than a covenant or agreement included in the
indenture for the benefit of one or more series of debt securities other than the notes) or the notes;
(4) certain specified events under bankruptcy, insolvency or other similar laws with respect to the Issuers or any of their Significant Subsidiaries;
(5) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any of our
recourse Indebtedness (or the payment of which we guarantee), whether such Indebtedness or guarantee now exists or is created after the date of the
indenture, if that default: (i) is caused by a failure to pay principal of such Indebtedness at final maturity (a “payment default”); or (ii) results in the
acceleration of such Indebtedness prior to its express maturity (which, in the case of the 2031 Notes, such Indebtedness has not been Discharged or, in the
case of any of the notes, acceleration has not been rescinded, annulled or cured within 20 business days after receipt by us of notice from the trustee or
holders of at least 25% in principal amount of the notes then outstanding specifying such default), and, in each case, the due and payable principal amount
of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a payment default
or the maturity of which has been so accelerated, aggregates $100.0 million or more; and
(6) except with respect to the 2031 Notes, other than in connection with any transaction not prohibited by “-Certain Covenants-Penn Master Lease,” the
Penn Master Lease shall have terminated or the Penn Master Lease Guaranty shall have terminated (other than in accordance with the terms of the Penn
Master Lease); provided that such termination shall not constitute an event of default if within 90 days after such termination the Operating Partnership has
entered into one or more Permitted Replacement Leases (or in the case of the Penn Master Lease Guaranty, a replacement guaranty is entered into in
accordance with the Penn Master Lease).
In the case of an event of default arising under clause (4) of the immediately preceding paragraph with respect to the Issuers, all notes then outstanding will
become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at
least 25% in principal amount of then outstanding notes (or then outstanding debt securities of a particular series in case of an event of default specific to
such series) may declare all the debt securities outstanding under the indenture (or all of the notes of such series, as applicable) to be due and payable
immediately.
Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in
principal amount of then outstanding notes may direct the trustee, in writing, in its exercise of any trust or power. The trustee may withhold from holders of
the notes notice of any continuing default or event of default if it determines that withholding notice is in their interest, except a default or event of default
relating to the payment of principal or interest.
The holders of a majority in aggregate principal amount of the notes then outstanding by written notice to the trustee may on behalf of the holders of all of
the notes waive any existing default or event of default with respect to the notes and its consequences under the indenture (or in the case of an event of
default specific to a series of debt securities outstanding under
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the indenture, including the notes, holders of a majority in aggregate principal amount of the debt securities of such series then outstanding by written
notice to the trustee may on behalf of the holders of all of such series waive any existing default or event of default with respect to the debt securities of
such series and its consequences under the indenture), in each case, except a continuing default or event of default in the payment of interest on, or the
principal of, such debt securities, including the notes; provided that the holders of a majority in aggregate principal amount of such debt securities (or of the
debt securities of such series, respectively) then outstanding may rescind an acceleration of the debt securities (or the debt securities of such series) and
waive the payment default that resulted from such acceleration.
The Issuers are required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any default or
event of default, the Issuers are required to deliver to the trustee, a statement specifying such default or event of default.
Notwithstanding clause (3) of the first paragraph above or any other provision of the indenture, except as provided in the final sentence of this paragraph,
the sole remedy for any failure to comply by the Issuers with the covenant described under the caption “—Certain Covenants-Reports” shall be the payment
of liquidated damages as described in the following sentence, such failure to comply shall not constitute an event of default, and holders of the notes shall
not have any right under the indenture or the notes to accelerate the maturity of the notes as a result of any such failure to comply. If a failure to comply by
the Issuers with the covenant described under the caption “—Certain Covenants-Reports” continues for 60 days after the Issuers receives notice of such
failure to comply in accordance with clause (3) of the first paragraph above (such notice, the “Reports Default Notice”), and is continuing on the 60th day
following the Issuers’ receipt of the Reports Default Notice, the Issuers will pay liquidated damages to all holders of notes at a rate per annum equal to
0.25% of the principal amount of the notes from the 60th day following the Issuers’ receipt of the Reports Default Notice to but not including the earlier of
(x) the 121st day following the Issuers’ receipt of the Reports Default Notice and (y) the date on which the failure to comply by the Issuers with the
covenant described under the caption “—Certain Covenants-Reports” shall have been cured or waived. On the earlier of the date specified in the
immediately preceding clauses (x) and (y), such liquidated damages will cease to accrue. If the failure to comply by the Issuers with the covenant described
under the caption “—Certain Covenants-Reports” shall not have been cured or waived on or before the 121st day following the Issuers’ receipt of the
Reports Default Notice, then the failure to comply by the Issuers with the covenant described under the caption “—Certain Covenants-Reports” shall on
such 121st day constitute an event of default. A failure to comply with the covenant described under the caption “—Certain Covenants-Reports”
automatically shall cease to be continuing and shall be deemed cured at such time as the Issuers (or the Guarantor or other parent guarantor of the Issuers,
as applicable) furnishes to the trustee the applicable information or report (it being understood that the availability of such information or report on the
SEC’s EDGAR service (or any successor thereto) shall be deemed to satisfy the Issuers’ obligation to furnish such information or report to the
trustee); provided, however, that the trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have
been filed pursuant to the “EDGAR” system (or its successor).
Amendment, Supplement and Waiver
Except as provided in the next three succeeding paragraphs, the notes and the indenture may be amended or supplemented with the consent of the holders
of a majority in principal amount of the notes of a series then outstanding (including consents obtained in connection with a purchase of, or tender offer or
exchange offer for, notes), and any existing default or compliance with the notes of a series or any provision of the indenture as it relates to the notes of a
series may be waived with the consent of the holders of a majority in principal amount of the notes of such series then outstanding (including consents
obtained in connection with a purchase of, or tender offer or exchange offer for, notes).
Without the consent of each holder of notes affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):
(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes;
(3) reduce the rate of or change the time for payment of interest on any note;
(4) waive a default or event of default in the payment of principal of or interest or premium on the notes (except a rescission of acceleration of the notes
by the holders of a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);
(5) make any note payable in money other than that stated in the notes;
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(6) make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of notes to receive payments of
principal of or interest or premium on the notes;
(7) waive a redemption payment with respect to any note; or
(8) make any change in the preceding amendment and waiver provisions.
Notwithstanding the preceding, without the consent of any holder of notes, the Issuers and the trustee may amend or supplement the indenture or the notes:
(1) to cure any ambiguity, defect, mistake or inconsistency;
(2) to provide for uncertificated notes in addition to or in place of certificated notes;
(3) to provide for the assumption of the Issuers’ obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of
the Issuers’ assets;
(4) to comply with the rules of any applicable securities depository;
(5) to comply with applicable Gaming Laws, to the extent that such amendment or supplement is not materially adverse to the holders of notes;
(6) to provide for the issuance of additional notes or additional debt securities of any series in accordance with the limitations set forth in the indenture;
(7) to make any change that would provide any additional rights or benefits to the holders of notes (including to provide for any guarantees of the notes or
any collateral securing the notes or any guarantees of the notes) or that does not materially adversely affect the legal rights under the indenture of any such
holder;
(8) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the TIA; or
(9) to conform the text of the indenture or the notes to any provision of the Description of Notes contained in the 2013 Offering Memorandum or this
prospectus supplement as set forth in an officer’s certificate.
Legal Defeasance and Covenant Defeasance
The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to any series of the outstanding notes (“Legal
Defeasance”) except for:
(1) the rights of holders of outstanding notes to receive payments in respect of the principal of or interest or premium on such notes when such payments
are due from the trust referred to below;
(2) the Issuers’ obligations with respect to the notes concerning issuing temporary notes, the replacement of mutilated, destroyed, lost or stolen notes and
the maintenance of an office or agency for payment and money for security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ obligations in connection therewith; and
(4) the Legal Defeasance provisions of the indenture.
In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers released with respect to certain covenants that are
described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a default or event of
default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including the events described in clauses (1), (2), or
(4) under the caption “Events of Default” above pertaining to the Issuers) described under the caption “Events of Default” above will no longer constitute
an event of default with respect to the notes. The Issuers may exercise Legal Defeasance regardless of whether they previously have exercised Covenant
Defeasance.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) the Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the series of notes to be defeased, cash in U.S.
dollars, non-callable government securities, or a combination of cash in U.S. dollars and non-callable government securities, in amounts as will be
sufficient, in the opinion or based on the report of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay
the principal of, premium, if any, on and accrued and unpaid interest on the outstanding notes to be defeased on the stated maturity or on a redemption date,
as the case may be, and the Issuers must specify whether the notes are being defeased to maturity or to a particular redemption
27
date; provided that, with respect to any redemption pursuant to “—Redemption-Optional Redemption,” the amount deposited shall be sufficient for
purposes of the indenture to the extent that an amount is so deposited with the trustee equal to the redemption amount computed using the Treasury Rate (or
the Adjusted Treasury Rate in the case of the 2031 Notes) as of the third business date preceding the date of such deposit with the trustee (or the Deposit
Date in the case of the 2031 Notes);
(2) in the case of Legal Defeasance, the Issuers must have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming
that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has
been a change in the applicable United States federal income tax law, in either case to the effect that the holders of the outstanding notes will not recognize
income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuers must have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee
confirming that the holders of the outstanding notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;
(4) no default or event of default has occurred and is continuing on the date of such deposit (other than a default or event of default resulting from
transactions occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to such deposit or other Indebtedness
which is being Discharged and, in each case, the granting of Liens in connection therewith);
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or
instrument (other than the indenture or any agreement or instrument governing any other Indebtedness which is being Discharged) to which the Issuers are
a party or by which the Issuers are bound;
(6) the Issuers must deliver to the trustee an officer’s certificate stating that the deposit was not made by the Issuers with the intent of preferring the
holders of notes over the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others;
and
(7) the Issuers must deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.
The Legal Defeasance or Covenant Defeasance will be effective on the day on which all the applicable conditions above have been satisfied. Upon
compliance with the foregoing, the trustee shall execute proper instrument(s) acknowledging such Legal Defeasance or Covenant Defeasance.
Satisfaction and Discharge
The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:
(1) either:
(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment
money has been deposited in trust and, if provided for in the indenture, thereafter repaid to the Issuers, have been delivered to the trustee for
cancellation; or
(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of
redemption or otherwise or will become due and payable within one year and the Issuers have irrevocably deposited or caused to be deposited with
the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable government securities, or a combination of
cash in U.S. dollars and non-callable government securities, in amounts as will be sufficient, without consideration of any reinvestment of interest,
to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued
and unpaid interest to, but not including, the date of maturity or redemption; provided that, in the case of the 2031 Notes, 2030 Notes and 2024
Notes, in the event that any portion of the trust funds so deposited consist of non-callable government securities, the sufficiency of such trust funds
shall be determined based upon the opinion or the report of a nationally recognized firm of independent public accountants, investment bank or
appraisal firm; provided further that, with respect to any redemption pursuant to “-Redemption-Optional Redemption,” the amount deposited shall
be sufficient for purposes of the indenture to the extent that an amount is so deposited with the trustee equal to the redemption amount computed
using the Treasury Rate (or the Adjusted Treasury Rate in the case of the 2031 Notes) as of the third business date preceding the date of such
deposit with the trustee (or the date of such deposit with the trustee, including any such deposit in connection with a Legal or
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Covenant Defeasance described above under "—Legal Defeasance and Covenant Defeasance" in the case of the 2031 Notes) (the date of any such
deposit, a “Deposit Date”);
(2) the Issuers have paid or caused to be paid all other sums then payable by it under the indenture; and
(3) the Issuers have delivered irrevocable written instructions to the trustee under the indenture to apply the deposited money toward the payment of the
notes at maturity or the redemption date, as the case may be.
In addition, the Issuers must deliver an officer’s certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.
Upon compliance with the foregoing, the trustee shall execute proper instrument(s) acknowledging the satisfaction and discharge of all of the Issuers’
obligations under the notes and the indenture.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or direct or indirect partner, member or stockholder, past, present or future, of the Issuers, the Guarantor or any
successor entity, as such, will have any liability for any obligations of the Issuers or the Guarantor under the notes or the indenture or in the case of the 2023
Notes, the Registration Rights Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes
by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not
be effective to waive liabilities under the federal securities laws.
Forms and Denomination
The notes are issued as permanent global securities in the name of a nominee of DTC and in the case of the 2023 Notes, are available only in book-entry
form except in certain limited circumstances. The notes are issued in fully registered form without coupons and are available for purchase only in
denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Governing Law
The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.
Concerning the Trustee
If the trustee becomes a creditor of the Issuers or the Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.
The holders of a majority in principal amount of then outstanding applicable series of notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the trustee with respect to such series of notes, subject to certain exceptions. The
indenture provides that in case an event of default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of
care of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to
it against any loss, liability or expense.
In the case the of 2031 Notes, 2030 Notes and 2024 Notes, the trustee shall be entitled to make a deduction or withholding from any payment which it
makes under the indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any
current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or
by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the notes, in which event the trustee shall make such
payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall
have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. In connection with any proposed
exchange of a certificated note for a global note interest, the Issuers or DTC shall be required to use commercially reasonable efforts to provide or cause to
be provided to the trustee all information reasonably requested by the trustee that is necessary to allow the trustee to comply with any applicable tax
reporting obligations, including, in the case of the 2031 Notes, 2030 Notes and 2024 Notes, without limitation, any cost basis reporting
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obligations under Section 6045 of the Code. The trustee shall be entitled to rely on the information provided to it and shall have no responsibility to verify
or ensure the accuracy of such information.
Wells Fargo Bank, National Association, in addition to serving as trustee under the indenture, is one of the lenders under the Credit Facility, and such credit
facility includes outstanding debt which is to be retired at least in part with proceeds from this transaction. Wells Fargo Securities, LLC, an affiliate of the
trustee, is one of the underwriters. We currently have a business relationship, and may from time to time conduct other banking transactions including
lending transactions or maintaining deposit accounts, with Wells Fargo Bank, National Association in the ordinary course of business.
Certain Provisions of Pennsylvania Law and GLPI’s Articles of Incorporation and Bylaws and Other Governance Documents
Size of Board and Vacancies; Removal of Directors
Pursuant to GLPI’s Articles of Incorporation, each member of GLPI’s board of directors is elected until the next annual meeting of shareholders and until
his or her successor is elected or until his or her earlier death, resignation or removal, with the current members’ terms expiring at the annual meeting of
shareholders to be held in 2020. At any meeting of shareholders for the uncontested election of directors at which a quorum is present, the election will be
determined by a majority of the votes cast by the shareholders entitled to vote in the election.
GLPI’s board of directors has seven directors. The Bylaws provide that the number of directors on GLPI’s board of directors will be fixed exclusively by
the board of directors. Subject to the rights of holders of any stock having preference over the common stock to elect additional directors, newly created
directorships resulting from any increase in the number of directors and any vacancies in the board of directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause will be filled by the majority vote of the remaining directors in office, even if less than a
quorum is present.
Subject to the rights of any stock having preference over the common stock to elect directors, the Bylaws provide that a director may be removed only for
cause (as defined in the Bylaws) by the affirmative vote of: (i) a majority of the entire GLPI board of directors (not including the director whose removal is
being considered); or (ii) 75% of the votes cast by the holders of shares entitled to vote generally in the election of directors. In addition, under
Section 1726(c) of the Pennsylvania Business Corporation Law, or the PBCL, a court may remove a director upon application in a derivative suit in cases
of fraudulent or dishonest acts, gross abuse of authority or discretion, or for any other proper cause. Section 1726(a)(4) of the PBCL also provides that the
board of directors may be removed at any time with or without cause by the unanimous vote or written consents of the shareholders entitled to vote thereon.
Pennsylvania State Takeover Statutes
Section 2538 of Subchapter 25D of the PBCL requires certain transactions with an “interested shareholder” to be approved by a majority of disinterested
shareholders. “Interested shareholder” is defined broadly to include any shareholder who is a party to the transaction or who is treated differently than other
shareholders and affiliates of the corporation.
Subchapter 25E of the PBCL requires a person or group of persons acting in concert which acquires 20% or more of the voting shares of the corporation to
offer to purchase the shares of any other shareholder at “fair value.” “Fair value” means the value not less than the highest price paid by the controlling
person or group during the 90-day period prior to the control transaction, plus a control premium. Among other exceptions, shares acquired directly from
the corporation in a transaction exempt from the registration requirements of the Securities Act of 1933, are not counted towards the determination of
whether the 20% share ownership threshold has been met for purposes of Subchapter 25E.
Subchapter 25F of the PBCL generally establishes a 5-year moratorium on a “business combination” with an “interested shareholder.” “Interested
shareholder” is defined generally to be any beneficial owner of 20% or more of the corporation’s voting stock. “Business combination” is defined broadly
to include mergers, consolidations, asset sales and certain self-dealing transactions. Certain restrictions apply to a business combination following the 5-
year period. Among other exceptions, Subchapter 25F will be rendered inapplicable if the board of directors approves the proposed business combination,
or approves the interested shareholder’s acquisition of 20% of the voting shares, in either case prior to the date on which the shareholder first becomes an
interested shareholder.
Subchapter 25G of the PBCL provides that “control shares” lose voting rights unless such rights are restored by the affirmative vote of a majority of (i) the
disinterested shares (generally, shares held by persons other than the acquiror, executive officers of
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the corporation and certain employee stock plans) and (ii) the outstanding voting shares of the corporation. “Control shares” are defined as shares which,
upon acquisition, will result in a person or group acquiring for the first time voting control over (a) 20%, (b) 33 1/3% or (c) 50% or more of the outstanding
shares, together with shares acquired within 180 days of attaining the applicable threshold and shares purchased with the intention of attaining such
threshold. A corporation may redeem control shares if the acquiring person does not request restoration of voting rights as permitted by Subchapter 25G.
Among other exceptions, Subchapter 25G does not apply to a merger, consolidation or a share exchange if the corporation is a party to the transaction
agreement.
Subchapter 25H of the PBCL provides that if any person or group publicly discloses that the person or group may acquire control of the corporation, or a
person or group acquires, or publicly discloses an offer or intent to acquire, 20% or more of the voting power of the corporation and, in either case, sells
shares in the following 18 months, then the profits from such sale must be disgorged to the corporation if the securities that were sold were acquired during
the 18-month period or within the preceding 24 months.
If shareholders approve a control share acquisition under Subchapter 25G, the corporation is also subject to Subchapters 25I and 25J of the PBCL.
Subchapter 25I provides for a minimum severance payment to certain employees terminated within two years of the approval. Subchapter 25J prohibits the
abrogation of certain labor contracts prior to their stated date of expiration.
Amendments to GLPI’s Articles of Incorporation and Bylaws and Approval of Extraordinary Actions
Pennsylvania law and the Articles of Incorporation generally provide that GLPI can amend its Articles of Incorporation, merge, consolidate, sell all or
substantially all of our assets, engage in a statutory share exchange or dissolve if the action has first been approved by the board of directors and then by the
affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter. The Articles of Incorporation also provide that the
amendment or repeal of any Articles of Incorporation provision concerning the indemnification or limitation of liability of GLPI’s directors will require the
affirmative vote of at least 75% of the voting power of all of its outstanding capital stock entitled to vote generally in the election of directors, voting
together as a single class. Pennsylvania law provides that GLPI’s shareholders are not entitled by statute to propose amendments to the Articles of
Incorporation or to call special meetings of shareholders.
GLPI’s board of directors is authorized to adopt, amend or repeal any provision of the bylaws without shareholder approval. Except as otherwise required
by law, any provision of the Bylaws may only be adopted, amended or repealed by the shareholders (i) upon receiving at least 75% of the votes cast by the
holders of shares entitled to vote thereon or (ii) in the event that the amendment has been proposed by a majority of the board of directors, upon receiving a
majority of the votes cast by the holders of shares entitled to vote thereon.
Shareholder Meetings
Under the PBCL, shareholders will be not entitled to call special meetings of shareholders. Only the chairman of the board of directors or a majority of the
directors then in office may call such meetings pursuant to the Bylaws.
Shareholder Action by Written Consent
Under the PBCL, any action required to be taken or which may be taken at any annual or special meeting of the shareholders may be taken without a
meeting if, and only if, prior to the taking of such action, all shareholders entitled to vote thereon consent in writing to such action being taken.
Requirements for Advance Notification of Shareholder Nominations and Proposals
The Bylaws contain advance notice procedures with respect to shareholder proposals and recommendations of candidates for election as directors other
than nominations made by or at the direction of the board of directors or a committee of the board of directors. In particular, shareholders must notify the
corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the
information specified in the Bylaws. To be timely, the notice must be received at GLPI’s principal executive office not less than 120 nor more than 150 days
prior to the anniversary date of the immediately preceding annual meeting of shareholders. In order to be eligible to present a shareholder proposal or
recommend a candidate for nomination for election as a director at a shareholders meeting, a shareholder must have owned beneficially at least 1% of the
outstanding GLPI common stock for a continuous period of not less than 12 months. In addition, shareholders will not be permitted to nominate directly
candidates for election to the board of directors, but will instead be permitted to recommend potential nominees to the compensation and governance
committee.
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Effect of Certain Provisions of Pennsylvania Law and of the Articles of Incorporation and Bylaws
The restrictions on ownership and transfer of GLPI stock will prohibit any person from acquiring more than 7% of its outstanding common stock (without
prior approval of GLPI’s board of directors). The power of GLPI’s board of directors to issue authorized but unissued shares of our common stock and
preferred stock without shareholder approval also could have the effect of delaying, deferring or preventing a change in control or other transaction. These
additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and
employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could make it more difficult, or discourage
an attempt, to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
These provisions, along with other provisions of the PBCL and the Articles of Incorporation and Bylaws discussed above, including provisions relating to
the removal of directors and the filling of vacancies, the advance notice and special meeting provisions, alone or in combination, are designed to protect
GLPI’s shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with GLPI’s board of directors and by
providing GLPI’s board of directors with more time to assess any acquisition proposal.
Shareholders Rights Plan
While the PBCL authorizes a corporation to adopt a shareholder rights plan, GLPI does not have a shareholder rights plan currently in effect.
Limitation on Liability of Directors and Officers
The PBCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact
that he is or was a representative of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
In an action by or in the right of the corporation, indemnification will not be made in respect of any claim, issue, or matter as to which the person has been
adjudged to be liable to the corporation.
Unless ordered by a court, the determination of whether indemnification is proper in a specific case will be determined by (1) the board of directors by a
majority vote of a quorum consisting of directors who were not parties to the action or proceeding; (2) if such a quorum is not obtainable or if obtainable
and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the shareholders.
To the extent that a representative of a business corporation has been successful on the merits or otherwise in defense of a third-party action, derivative
action, or corporate action, he must be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection
therewith.
Pennsylvania law permits a corporation to purchase and maintain insurance for a director or officer against any liability asserted against him, and incurred
in his capacity as a director or officer or arising out of his position, whether or not the corporation would have the power to indemnify him against such
liability under Pennsylvania law.
The Articles of Incorporation and Bylaws provide that a director shall, to the maximum extent permitted by Pennsylvania law, have no personal liability or
monetary damages for any action taken, or any failure to take any action as a director. The Articles of Incorporation and Bylaws also provide for
indemnification for current and former directors, officers, employees, or agents serving at the request of the corporation to the fullest extent permitted by
Pennsylvania law. The Articles of Incorporation and Bylaws also permit the advancement of expenses.
Description of the Partnership Agreement of the Operating Partnership
The Operating Partnership was organized as a Pennsylvania limited partnership on March 12, 2013. The partnership agreement was entered into on
March 13, 2013 by and between GLP Capital Partners, LLC, as a limited partner, and GLPI, as the general partner. Pursuant to the partnership agreement,
as the general partner of the Operating Partnership, GLPI has full, exclusive and complete responsibility and discretion in the management and control of
the Operating Partnership and has the power to bind the Operating Partnership in the act of carrying on the business of the Operating Partnership.
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GLPI may not, without the consent of the limited partner, sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise dispose
of or encumber to any person other than the Operating Partnership, all or any portion of its interest in the Operating Partnership except (i) by operation of
law, (ii) to a receiver or trustee in bankruptcy for GLPI or (iii) to any wholly owned affiliate of GLPI.
The partnership agreement provides that the Operating Partnership will make distributions out of funds legally available therefor, at such time and in such
amounts as determined by GLPI in its sole discretion, to GLPI and the limited partner in accordance with their respective percentage interests in the
Operating Partnership.
Upon liquidation of the Operating Partnership, after payment of, or adequate provision for, debts and liabilities of the Operating Partnership, any remaining
assets of the Operating Partnership will be distributed to GLPI and the limited partner in accordance with their respective percentage interests.
The Operating Partnership will have perpetual existence, or until sooner dissolved upon:
•
•
•
The sale of all or substantially all of the Operating Partnership’s assets and properties;
The unanimous agreement of the partners to effect such dissolution; or
The entry of any order of judicial dissolution under Section 8681(a)(6) of the Pennsylvania Uniform Limited Partnership Act of 2016.
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Subsidiaries of Gaming and Leisure Properties, Inc. (a Pennsylvania corporation)
Exhibit 21
Name of Subsidiary
CCR PA Racing, LLC
GLP Capital Partners, LLC
GLP Capital, L.P.
GLP Holdings, Inc.
GLP Financing I, LLC
GLP Financing II, Inc.
GLP Midwest Properties I, LLC
Gold Merger Sub, LLC
Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge)
Morgantown Real Property, LLC
PA Meadows, LLC
Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville)
SE Inlet Properties, LLC
Tropicana LV, LLC
WTA II, LLC
State or Other
Jurisdiction of
Incorporation
Pennsylvania
Pennsylvania
Pennsylvania
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Louisiana
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Exhibit 22.1
List of Subsidiary Issuers of Guaranteed Securities
The following subsidiaries of Gaming and Leisure Properties, Inc. (the “Company”) were, as of December 31, 2020, issuers of
the (i) $500 million 5.375% senior unsecured notes due November 2023, (ii) $400 million 3.35% senior unsecured notes due
September 2024, (iii) $850 million 5.25% senior unsecured notes due June 2025, (iv) $975 million 5.375% senior unsecured
notes due April 2026, (v) $500 million 5.75% senior unsecured notes due June 2028, (vi) $750 million 5.30% senior unsecured
notes due January 2029, (vii) $700 million 4.00% senior unsecured notes due January 2030 and (viii) $700 million 4.000% senior
unsecured notes due January 2031, each guaranteed by the Company:
Entity
GLP Capital, L.P.
GLP Financing II, Inc.
Jurisdiction of Incorporation or Formation
Pennsylvania
Delaware
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of our reports dated February 19, 2021, relating to the consolidated
financial statements and financial statement schedules of Gaming and Leisure Properties, Inc. and Subsidiaries, and the effectiveness of Gaming and
Leisure Properties, Inc. and Subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of Gaming and Leisure
Properties, Inc. and Subsidiaries for the year ended December 31, 2020:
Exhibit 23
Registration Statement No. 333-233213 on Form S-3
Amendment No. 4 to Registration Statement No. 333-206649 on Form S-4
Amendment No. 1 to Registration Statement No. 333-196662 on Form S-4
Registration Statement No. 333-192017 on Form S-8
Registration Statement No. 333-249523 on Form S-8
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 19, 2021
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Exhibit 31.1
I, Peter M. Carlino, certify that:
1. I have reviewed this annual report on Form 10-K of Gaming and Leisure Properties, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date:
February 19, 2021
/s/ Peter M. Carlino
Name: Peter M. Carlino
Chief Executive Officer and Principal Financial Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350
Exhibit 32.1
In connection with the annual report of Gaming and Leisure Properties, Inc. (the “Company”) on Form 10-K for the year ended December 31,
2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter M. Carlino, Chief Executive Officer of the
Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
/s/ Peter M. Carlino
Peter M. Carlino
Chief Executive Officer and Principal Financial Officer
Date: February 19, 2021