Play and leisure properties to acquire real estate

The acquisition is expected to be immediately accretive upon closing; Further away
Diversifies the company’s national footprint

Transaction to be carried out at a capitalization rate of 7.6%

WYOMISSING, Pa., June 28, 2022 (GLOBE NEWSWIRE) — Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI” or “the Company”) announced today that it has entered into a binding term sheet with Bally’s Corporation (NYSE: BALY) (“Bally’s”) to acquire the real estate assets of Bally’s two Rhode Island casino properties – Bally’s Twin River Lincoln Casino Resort (“Lincoln”) and Bally’s Tiverton Casino & Hotel – subject to customary regulatory approvals with Bally’s Twin River Lincoln Casino Resort is also subject to the consent of the lender. Pursuant to the terms of the transaction, Bally’s will immediately lease both properties and will continue to own, control and manage all gaming operations of the facilities on an uninterrupted basis. The total consideration for the acquisition is $1.0 billion and GLPI expects the transaction to be earnings accretive upon closing in late 2022. GLPI intends to finance the transaction through a combination of debts, equity and OP units.

Both properties are expected to be added to Bally’s existing head lease (the “Head Lease”) between GLPI and Bally’s, with an additional rent of $76.3 million. The main lease has an initial term of 15 years (with 14 years remaining) followed by four five-year renewals at the tenant’s option. Normalized rent coverage on the head lease – which includes Bally’s Dover Casino Resort, Bally’s Evansville Casino & Hotel, Bally’s Quad Cities Casino & Hotel and Bally’s Black Hawk Casinos – is expected to increase 2.0 times over the first calendar year following completion of the acquisition. real estate assets of Bally properties in Rhode Island.

Peter Carlino, President and CEO of GLPI, commented, “GLPI is delighted to extend our relationship with Bally’s which brings to the table a track record of high growth through its ownership of properties in attractive regional gaming markets. Bally’s assets in Rhode Island have performed exceptionally strong throughout their lifetime thanks to their attractive location near Providence, while planned capital investments in Lincoln offer healthy upside potential. Bally’s properties are currently the only two gambling facilities in Rhode Island and the transaction further diversifies our portfolio as the state becomes our 18th US jurisdiction. Importantly, this transaction comes with a conservative rent and head lease structure that provides significant downside protection against GLPI while providing our company with an opportunity for additional long-term growth. We thank Bally’s for their confidence in GLPI and look forward to fostering this growing relationship in the future.

As part of GLPI’s commitment to complete the Bally Acquisitions, it has also agreed to pre-finance, at Bally’s option, a deposit of up to $200.0 million, which will be credited or refunded to GLPI at the earliest between closing and December 31, 2023, in both cases, as well as a transaction fee of $9.0 million payable at closing.

If all third party consents and approvals for the Lincoln acquisition are not received in a timely manner, GLPI will instead acquire the real estate assets of the Hard Rock Hotel & Casino Biloxi (“Biloxi”) in Mississippi along with Bally’s Tiverton Casino & Hotel, for a total rent of $48.5 million, at the same combined capitalization rate of 7.6% with a total payment of $635 million. In this event, GLPI will also have the option, subject to receipt of the required consents, to acquire the real estate assets of Lincoln before December 31, 2024 for a purchase price of $771 million and an additional rent of $58 .8 million.

About Play and Leisure Properties
GLPI is engaged in acquiring, financing and owning real estate for lease to gaming operators under triple net lease agreements, under which the tenant is responsible for all maintenance of the facilities, insurance required in connection with the Leased Properties and the activities carried on at the Leased Properties, taxes levied on or in connection with the Leased Properties and all utilities and other services necessary or appropriate for the Leased Properties and the activities carried out on rental properties.

Forward-looking statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations regarding our ability to add the new properties to the main lease and the rental coverage provided. Forward-looking statements can be identified by the use of forward-looking words such as “expects”, “believes”, “estimates”, “intends”, “may”, “will”, “should” or ” anticipates” or the negative or other variation of these or similar words, or through discussions of future events, strategies, or risks and uncertainties. These forward-looking statements are inherently subject to risks, uncertainties and assumptions regarding GLPI and its subsidiaries, including risks related to the following: GLPI’s ability to add Bally’s Tiverton Casino & Hotel and Bally’s Twin River Lincoln Casino Resort to the main lease; the potential negative impact of recent high levels of inflation and the impact of monetary policies implemented to control inflation; GLPI’s ability to participate in the growth and expansion initiatives of its tenants; the effect of pandemics, such as COVID-19, on GLPI due to the impact such pandemics may have on the business activities of GLPI’s tenants and their continued ability to pay rent in a timely manner or at all; GLPI’s ability to successfully complete the announced transactions with Bally’s, including the parties’ ability to satisfy various closing conditions, including receipt of all required regulatory approvals, or other delays or impediments to the completion of the proposed transaction; the availability and ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease such properties on favorable terms; the ability to receive or delays in obtaining regulatory approvals required to own and/or operate its properties, or other delays or impediments to completing acquisitions or projects; GLPI’s ability to maintain its REIT status; our ability to access capital through the debt and equity markets in amounts, at rates and at costs acceptable to GLPI; the impact of our substantial indebtedness on our future operations; changes in US tax laws and other state, federal or local laws, whether or not specific to REITs or the gaming or lodging industries; and other factors described in GLPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on behalf of GLPI are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. . In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or may not occur at all.

Gaming and Recreation Properties, Inc. Investor Relations
Matthew Demchyk, Chief Investment Officer Joseph Jaffoni, Richard Land, James Leahy
610/401-2900 JCIR
[email protected] 212/835-8500
[email protected]