Penn National Gaming Secures Approvals from Four Regulatory Agencies of the Steps Necessary to Implement the Planned Separation of Its Operating Assets from Real Property Assets
Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming” or the “Company”) announced today that it has secured approvals from four additional regulatory agencies of the steps necessary to implement the previously announced planned separation of its operating assets and real property assets.
The Iowa Racing and Gaming Commission, Louisiana Gaming Control Board and Mississippi Gaming Commission today approved the steps necessary to implement the planned separation. Additionally, on August 2, the Pennsylvania State Racing Commission approved the steps necessary to implement the planned separation.
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 that intends to become a 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 a preliminary registration statement (File No. 333-188608) with the U.S. Securities and Exchange Commission 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 limitation, 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 19 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 8 agencies. The Company expects most of the remaining agencies to consider these matters at their August meetings. However, the Company does not expect all agencies to consider the matters related to the proposed separation in August, and, in any event, 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, 850 table games, 2,900 hotel rooms and 1.6 million square feet of gaming floor space.
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