Item 7.01. Regulation FD Disclosure.
On December 6, 2021, Gaming and Leisure Properties, Inc. (together with its
subsidiaries, "GLPI") issued a press release announcing the entering into
definitive agreements to acquire the real estate of three gaming facilities from
affiliates of The Cordish Companies, as more fully described in Item 8.01 of
this Current Report on Form 8-K. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is intended to be
furnished and shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section and shall not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01. Other Events.
On December 6, 2021, GLPI entered into definitive agreements to acquire the real
property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel
Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground
leases, from affiliates of The Cordish Companies ("Cordish"). The three
properties have an aggregate real estate purchase price payable by GLPI of
approximately $1.81 billion, to be comprised of approximately $795.2 million in
qualified debt assumption (to be satisfied by GLPI), $323.0 million of
newly-issued operating partnership units, or OP units, in GLPI's operating
partnership, and the balance in cash.
Simultaneous with the closing of these transactions, GLPI will enter into a new
triple-net master lease with affiliates of Cordish for Live! Casino & Hotel
Philadelphia, and Live! Casino Pittsburgh, as well a single asset lease for
Live! Casino & Hotel Maryland. The master lease and single asset lease will each
have an initial term of 39 years, with a maximum term of 60 years inclusive of
tenant renewal options. The initial annual cash rent for all three properties
will be $125.0 million, with a 1.75% fixed yearly escalator on the entirety of
the rent commencing upon the leases' second anniversary.
The Maryland transaction is expected to close in late 2021, and the Pennsylvania
transactions in early 2022, in each case subject to receipt of required
regulatory approvals, financing and other customary closing conditions. In
connection with the issuance of OP units in GLPI's operating partnership at the
closing of each transaction, GLPI intends to enter into limited tax protection
agreements with the applicable Cordish affiliates pursuant to which the
operating partnership will agree to minimize the tax consequences to Cordish
resulting from the taxable sale or other disposition of the applicable
properties within a specified period and to maintain certain minimum levels of
indebtedness allocable to each protected partner for tax purposes.
GLPI expects to fund the total cash consideration payable by it at the closings
using cash on hand, borrowings under its revolving credit facility and/or with
funds from additional financing arrangements, which are expected to include
issuances of debt and equity securities, or a combination thereof. The sources
of financing actually used will depend upon a variety of factors, including
market conditions.
In addition to the real estate transactions for the three properties described
above, GLPI and Cordish have agreed to collaborate on a range of future real
estate and development opportunities, including a five-year right of first offer
and refusal for GLPI on any sale-leaseback (or similar) transaction that Cordish
might pursue with respect to its existing Kansas City Live! Entertainment
District property, and a seven-year equity co-investment arrangement pursuant to
which GLPI will co-invest with Cordish at the 20% level on new gaming
development projects, excluding those involving currently-owned Cordish
properties or non-Cordish owned existing gaming licensed facilities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated December 6, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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