Exhibit 99.2
GAMING AND LEISURE PROPERTIES ANNOUNCES PRICING OF
TENDER OFFER FOR ITS 4.875% SENIOR NOTES DUE 2020
NEW YORK, August 29, 2019—Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”), the first gaming-focused real estate investment trust in North America, announced today the pricing 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$782,593,000 aggregate principal amount of Notes were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on August 28, 2019 (the “Early Tender Deadline”). The Company accepted all Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline, including the amount exceeding the Original Tender Cap, and expects to make payment for the Notes on August 30, 2019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 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 the early results press release, dated August 28, 2019, the “Offer Documents”).
The table below sets forth the Total Consideration (as defined in the Offer Documents) payable for the Notes. Holders of Notes accepted for purchase will also receive accrued interest from the most recent interest payment date up to, but not including, the Early Settlement Date. The Total Consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase was determined in the manner described in the Offer Documents, calculated at 10:00 a.m., New York City time, on August 29, 2019.
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Title of
Security | | CUSIP
Number | | Principal
Amount
Outstanding | | | Tendered
Notes
(Principal
Amount) | | | Reference
U.S. Treasury
Security | | Bloomberg
Reference
Page(1) | | Fixed Spread
(basis points) | | Reference
Yield | | | Total
Consideration(2) | |
4.875%
Senior
Notes due
2020 | | 361841
AD1 | | $ | 1,000,000,000 | | | $ | 782,593,000 | | | 1.625%
UST due
7/31/2020 | | FIT3 | | 50 bps | | | 1.792 | % | | $ | 1,023.37 | |
| (1) | The applicable page on Bloomberg from which the Dealer Manager quoted thebid-side price of the reference U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security. |
| (2) | Per $1,000 principal amount of Notes accepted for purchase. Total Consideration includes the early tender premium of $30.00 per $1,000 principal amount of Notes (the “Early Tender Premium”). |
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 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 Deadline and at or prior to the Expiration Date will receive the Tender Offer Consideration (as defined in the Offer Documents) of $993.37 per $1,000 principal amount on any such tendered Notes that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. The settlement date for Notes that are tendered following the Early Tender Deadline but at or prior to the Expiration Date is expected to be September 16, 2019 (the “Final Settlement Date”). Holders of Notes accepted for purchase on the Final Settlement Date will also receive accrued interest from most recent interest payment date for the Notes up to, but not including, the Final Settlement Date.
