Exhibit 99.1
GAMING AND LEISURE PROPERTIES ANNOUNCES EARLY RESULTS OF
TENDER OFFER FOR ITS 4.875% SENIOR NOTES DUE 2020
AND UPSIZE OF TENDER OFFER FROM $500,000,000 TO UP TO
ANY AND ALL 4.875% SENIOR NOTES DUE 2020
NEW YORK, August 28, 2019—Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”), the first gaming-focused real estate investment trust in North America, announced today the early results of the previously announced cash tender offer (the “Offer”) by 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”), for up to $500,000,000 aggregate principal amount (the “Original Tender Cap”) of the Issuers’ 4.875% Senior Notes due 2020 (the “Notes”).
$782,593,000 aggregate principal amount of Notes were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on August 28, 2019 (the “Early Tender Deadline”). The Company will accept all Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline, including the amount exceeding the Original Tender Cap, and expects to make payment for the Notes on August 30, 2019 (the “Early Settlement Date”).
The table below sets forth certain information regarding the Offer, including the aggregate principal amount of Notes that were validly tendered and not withdrawn at or prior to the Early Tender Deadline:
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Title of Security | | CUSIP Number | | Principal Amount Outstanding | | | Original Tender Cap (Principal Amount) | | | Tendered Notes (Principal Amount) | | | Reference U.S. Treasury Security | | Bloomberg Reference Page(1) | | | Fixed Spread (basis points) | | | Early Tender Premium (per $1,000) | |
4.875% Senior Notes due 2020 | | 361841 AD1 | | $ | 1,000,000,000 | | | $ | 500,000,000 | | | $ | 782,593,000 | | | 1.625% UST due 7/31/2020 | | | FIT3 | | | | 50 bps | | | $ | 30.00 | |
(1) | The applicable page on Bloomberg from which the Dealer Manager will quote thebid-side price of the reference U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security. |
The deadline to validly withdraw tenders was the Early Tender Deadline (5:00 p.m., New York City time, on August 28, 2019) and no withdrawal rights exist for tenders submitted after the Early Tender Deadline, except in certain limited circumstances where additional withdrawal rights are required by law.
The total consideration (the “Total Consideration”) payable for the Notes 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 dated August 15, 2019 (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 Notes (the “Early Tender Premium”). The Total Consideration will be determined at 10:00 a.m., New York City time, on August 29, 2019. Holders of Notes accepted for purchase on the Early Settlement Date will also receive accrued interest from most recent interest payment date for the Notes up to, but not including, the Early Settlement Date. The terms and conditions of the Offer are further described in the Offer to Purchase and the related Letter of Transmittal, each dated August 15, 2019 (as amended by this press release, the “Offer Documents”).
The Company will continue to accept Notes tendered after the Early Tender Deadline for up to any and all Notes, $1,000,000,000 aggregate principal amount of which was outstanding when the Offer was announced. The Offer will expire at 11:59 p.m., New York City time, on September 12, 2019 (the “Expiration Date”), unless extended or earlier terminated by the Company. Holders of Notes who validly tender their Notes following the Early Tender