Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) (NASDAQ: GLPI) today announced that its operating partnership, GLP Capital, L.P. (the “Operating Partnership”), and GLP Financing II, Inc., a wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers”), have commenced an offering to sell senior notes (the “Notes”) in a public offering. The Notes will be senior unsecured obligations of the Issuers, guaranteed by the Company.

The Issuers intend to use (i) approximately $512.0 million of the net proceeds to finance a cash tender offer (the “Tender Offer”) to purchase up to $500.0 million aggregate principal amount of the Issuers’ outstanding 4.875% senior unsecured notes due November 1, 2020 (the “2020 Notes”) and (ii) to the extent the net proceeds from the offering exceed $512.0 million, the remaining net proceeds for general corporate purposes, which may include the repayment of outstanding borrowings under the Operating Partnership’s revolving credit facility and/or Term Loan A-1 facility. To the extent less than $500.0 million of the 2020 Notes are tendered in the Tender Offer and there are any remaining net proceeds, the Issuers will use such remaining net proceeds for general corporate purposes or to pay down additional borrowings under the Operating Partnership’s revolving credit facility and/or Term Loan A-1 facility.

The offering will be made under an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) and only by means of a prospectus and prospectus supplement. The preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available by visiting the EDGAR database on the SEC’s website at www.sec.gov.

Wells Fargo Securities, LLC, BofA Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., Citizens Capital Markets, Inc., Credit Agricole Securities (USA) Inc., M&T Securities, Inc. and SunTrust Robinson Humphrey, Inc. are serving as joint book-running managers for the offering. A copy of the preliminary prospectus supplement, final prospectus supplement (when available) and the accompanying prospectus relating to the offering of the Notes may be obtained by contacting:  Wells Fargo Securities, LLC at 1-800-645-3751, BofA Securities, Inc. at 1-800-294-1322, Fifth Third Securities, Inc. at 1-866-531-5353, or J.P. Morgan Securities LLC, collect at 1-212-834-4533.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer or sale will be made only by means of the prospectus supplement and prospectus forming part of the effective registration statement relating to these securities.

Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”), the first gaming-focused real estate investment trust in North America, announced today that its operating partnership, GLP Capital, L.P. (the “Operating Partnership”), and GLP Financing II, Inc., a wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers” and the Issuers collectively with GLPI, the “Company”), have commenced a cash tender offer (the “Offer”) to purchase up to $500,000,000 of the Issuers’ outstanding $1,000,000,000 aggregate principal amount of 4.875% Senior Notes due 2020 (CUSIP No. 361841 AD1) (the “Notes”), which Notes are fully and unconditionally guaranteed by GLPI.

The following table sets forth some of the terms of the Offer:

(1) The applicable page on Bloomberg from which the Dealer Manager will quote the bid-side price of the reference U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.

The Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated August 15, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal. The Offer will expire at 11:59 p.m., New York City time, on September 12, 2019, unless extended or earlier terminated by the Company (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 28, 2019 (the “Early Tender Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The total consideration (the “Total Consideration”) paid in the Offer for Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase and will include an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 10:00 a.m., New York City time, on August 29, 2019 unless extended by the Company (the “Tender Offer Price Determination Date”).

Tenders of Notes will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 in excess thereof. Holders who tender less than all of their Notes must continue to hold Notes of such series in the minimum authorized denomination of $2,000 principal amount or an integral multiple of $1,000 in excess thereof.

Payments for Notes purchased will include accrued and unpaid interest from and including the most recent interest payment date for the Notes up to, but not including, the applicable settlement date. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline (the “Early Settlement Date”) is expected to be August 30, 2019, subject to all conditions to the Offer having been either satisfied or waived by the Issuers. The settlement date for the Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be September 16, 2019 (the “Final Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by the Issuers, assuming Notes having an aggregate principal amount equal to the Tender Cap are not purchased on the Early Settlement Date.

Subject to the Tender Cap, all Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted before any Notes validly tendered after the Early Tender Deadline. Even if the Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap, Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline.

Notes may be subject to proration if the aggregate principal amount validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.

The Company’s obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Issuers’ receipt of aggregate proceeds (before underwriter’s discounts and commissions and other offering expenses) of at least $500 million from an offering of new senior notes, on terms satisfactory to the Issuers. There can be no assurance such conditions will be satisfied.

Wells Fargo Securities, LLC is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (U.S. toll-free). Holders who would like additional copies of the offer documents may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 283-3192 (toll-free, for all others) or by e-mail at glpi@dfking.com.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal that the Company is distributing to holders of Notes.

Game will Provide Resorts’ Online Players with an Exciting Virtual Sports Betting Game That Uses Historic NBA Game Footage to Produce Millions of Possible Game Outcomes

Spin Games LLC (“Spin Games” or “Spin”), a North American leader in Remote Gaming Server technology and interactive content, announced today that, subject to regulatory approval, it will deepen its support of Atlantic City’s Resorts Casino’s online gaming website with NBA Last 90. A new virtual sports betting game, NBA Last 90 gives players the ability to wager on various outcomes, including which team will win, who will score on the first possession and the total number of points scored by both teams, during the last 90 seconds of a simulated matchup between two NBA teams.  A vast archive of NBA highlights and footage will be randomly pulled from any matchup over recent seasons between the two teams, producing millions of possible outcomes. Created by Highlight Games Limited, a UK-based provider of innovative, sports focused gaming experiences, in partnership with the National Basketball Association (NBA) and the National Basketball Players Association (NBPA), NBA Last 90 offers players a unique and compelling virtual sports gaming experience.

Kent Young, Spin Games’ Chief Executive Officer and founder commented: “We are pleased to offer Resorts Casino’s online players access to NBA Last 90, an innovative virtual sports betting game just released by our partner Highlight Games. By pulling clips from an extensive real game historical footage library, NBA Last 90 will allow players to make a variety of wagers on the game’s outcome. We look forward to its launch during the upcoming NBA season.”