Penn National Gaming Secures Nevada Gaming Control Board Approval of the Steps Necessary to Implement the Planned Separation of

  Penn National Gaming Secures Nevada Gaming Control Board Approval of the
  Steps Necessary to Implement the Planned Separation of Its Operating Assets
  from Real Property Assets

              - Provides Update on Regulatory Approval Status -

Business Wire

WYOMISSING, Pa. -- July 10, 2013

Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming” or the
“Company”) announced today that the Nevada Gaming Control Board unanimously
approved the steps necessary to implement the previously announced planned
separation of its operating assets and real property assets. In order to
complete the regulatory process in Nevada, the Company must now obtain the
approval of the Nevada Gaming Commission, which is scheduled to consider the
matter on July 25, 2013.

On November 15, 2012, the Company announced its intent to pursue a plan to
separate its operating assets and real property assets into two publicly
traded companies – an operating entity, Penn National Gaming, and a newly
formed, publicly traded real estate investment trust (a “REIT”), Gaming and
Leisure Properties, Inc. (“GLPI”) – and that it had received a private letter
ruling from the Internal Revenue Service (“IRS”) related to the tax treatment
of the separation and the qualification of GLPI as a REIT. The private letter
ruling is subject to certain qualifications including the accuracy of the
representations and statements made by the Company to the IRS. The completion
of the proposed transaction is contingent on receipt of approvals from gaming
regulators in certain states where the Company has operations as well as other
conditions.

GLPI has filed an initial registration statement for the proposed transaction.
Investors are encouraged to read the registration statement because it
contains more complete information about GLPI and its separation from the
Company including financial information and disclosures regarding GLPI’s
capital structure, senior management and relationship with Penn National
Gaming as well as a detailed description of the conditions that must be
satisfied in order to proceed with the proposed transaction, including,
without limit, the continuing validity of the factual representations
underlying the private letter ruling, the completion of the financings needed
to fund each of the public companies and the successful completion of the
gaming and racing regulatory approval process. Subject to satisfaction of the
applicable conditions, the Company is planning to consummate the separation in
the fourth quarter of 2013.

The Company has notified each of the 27 regulatory agencies that have
jurisdiction over the Company’s gaming and racing operations of the proposed
separation and has made, and is continuing to make, all documentary filings
required or requested by the various agencies. The Company believes that no
further regulatory approvals will be required by 12 of the 27 agencies prior
to the consummation of the separation and distribution of shares of GLPI
common stock, and that further prior approvals will be required from the other
15 agencies. No assurance can be given on the timing of the remaining
regulatory approvals or whether any of the 27 regulatory agencies may require
the Company or GLPI to provide additional information or obtain additional
approvals.

Based on Penn National Gaming’s current real estate portfolio, GLPI is
expected to initially own the real estate associated with 19 casino
facilities, which have a total of over 2,900 acres of land and 6.6 million
square feet of building space. GLPI would lease back to Penn National Gaming
17 of these casino facilities and own and operate two gaming facilities in
Baton Rouge, Louisiana and Perryville, Maryland.

About Penn National Gaming

Penn National Gaming owns, operates or has ownership interests in gaming and
racing facilities with a focus on slot machine entertainment. The Company
presently operates twenty-eight facilities in eighteen jurisdictions,
including Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine,
Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio,
Pennsylvania, Texas, West Virginia, and Ontario. In aggregate, Penn National's
operated facilities currently feature approximately 34,500 gaming machines,
approximately 850 table games, 2,900 hotel rooms and approximately 1.6 million
square feet of gaming floor space.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results may vary
materially from expectations. Although Penn National Gaming, Inc. and its
subsidiaries (collectively, the “Company”) believe that our expectations are
based on reasonable assumptions within the bounds of our knowledge of our
business and operations, there can be no assurance that actual results will
not differ materially from our expectations. Meaningful factors that could
cause actual results to differ from expectations include, but are not limited
to, risks related to the following: the proposed separation of GLPI from the
Company, including our ability to timely receive all necessary consents and
approvals, the anticipated timing of the proposed separation, the expected tax
treatment of the proposed transaction, the ability of each of the post spin
Company and GLPI to conduct and expand their respective businesses following
the proposed spin-off, and the diversion of management’s attention from
traditional business concerns; our ability to raise the capital necessary to
finance the spin-off, including the redemption of our existing debt and
preferred stock obligations, the anticipated cash portion of our special E&P
dividend and transaction costs; and other factors as discussed in GLPI’s
registration statement on Form S-11, as amended, and the Company’s Annual
Report on Form 10-K for the year ended December 31, 2012, subsequent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC.
The Company does not intend to update publicly any forward-looking statements
except as required by law.

Contact:

Penn National Gaming, Inc.
William J. Clifford, 610-373-2400
Chief Financial Officer
or
JCIR
Joseph N. Jaffoni, Richard Land
212-835-8500
penn@jcir.com
 
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