Penn National Gaming Secures Approvals from Five Regulatory Agencies of the Steps Necessary to Implement the Planned Separation

  Penn National Gaming Secures Approvals from Five Regulatory Agencies of the
  Steps Necessary to Implement the Planned Separation of Its Operating Assets
  from Its Real Property Assets

Business Wire

WYOMISSING, Pa. -- September 19, 2013

Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming” or the
“Company”) announced today that it has secured approvals from five regulatory
agencies that have jurisdiction over its gaming and racing operations of the
steps necessary to implement the previously announced planned separation of
its operating assets and real property assets.

The steps necessary to implement the planned separation were approved today by
the Illinois Gaming Board and Maryland Lottery and Gaming Control Commission
following approval yesterday by the Maine State Harness Racing Commission.
Additionally, the Ohio Casino Control Commission yesterday approved the
suitability of Gaming and Leisure Properties, Inc. (“GLPI”) and its subsidiary
GLP Capital, L.P., following its approval of the transactional aspects of the
planned separation in August. Upon securing approvals from all regulatory
agencies that have jurisdiction over the Company’s gaming and racing
operations and satisfaction of other conditions, the Company plans to separate
its operating assets from its real property assets into two publicly traded
companies, and GLPI would become a publicly traded real estate investment
trust (“REIT”) holding substantially all of the Company’s real property
assets.

The Company believes that the approval of the Indiana Gaming Commission
(“IGC”) is the only remaining gaming agency approval required prior to
consummation of the separation. In April, the IGC granted GLP Capital, L.P. a
temporary supplier license and today the IGC issued the Permanent Supplier
License for GLP Capital, L.P., granted its final approval and authorization to
transfer the gaming license and affirmed the REIT structure. The IGC has
advised the Company that the remaining needed authorization for Penn National
Gaming to proceed with its financings, is expected within the Company’s
timeline to initiate and effect the transaction.

Upon securing the final IGC approval, the remaining conditions that must be
satisfied in order to proceed with the proposed transaction, include, without
limitation, the registration statement (File No. 333-188608) for the proposed
transaction filed by GLPI with the U.S. Securities and Exchange Commission
(the “SEC”) being declared effective by the SEC, the completion of the
financings needed to fund each of the public companies, and the continuing
validity of the factual representations underlying the private letter ruling
from the Internal Revenue Service (“IRS”), all of which are described in
further detail in GLPI’s registration statement.

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 entity, GLPI, that intends to become a publicly traded REIT, and that
it had received a private letter ruling from the 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 was contingent on receipt of
approvals from gaming regulators in certain states where the Company has
operations as well as other conditions.

Following the announcement on November 15, 2012, the Company notified each of
the 27 regulatory agencies that have jurisdiction over its 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 26
of the 27 agencies prior to the consummation of the separation and
distribution of shares of GLPI common stock. The approvals received from each
regulatory agency remain subject to continuing compliance with each agency’s
regulations and transaction approvals and conditions. No assurance can be
given on the receipt or timing of the remaining regulatory approval or whether
any of the 27 regulatory agencies may require the Company or GLPI to provide
additional information or obtain additional approvals.

GLPI has filed a registration statement (File No. 333-188608) with the SEC for
the proposed transaction. Investors are encouraged to read the registration
statement, as amended, 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. Subject to satisfaction of the applicable conditions, the Company
is planning to consummate the separation in the fourth quarter of 2013.

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, including two facilities currently under
development in Dayton and Youngstown, Ohio. 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,
850 table games, 2,900 hotel rooms and 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 GLPI’s 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
Chief Financial Officer
610-373-2400
or
JCIR
Joseph N. Jaffoni, Richard Land
212-835-8500
penn@jcir.com
 
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