Gaming & Leisure tenders for $500 million of 4.875% notes due 2020

By Marisa Wong

Los Angeles, Aug. 15 – Gaming & Leisure Properties Inc. said GLP Capital, LP, its operating partnership, and GLP Financing II, Inc., a wholly owned subsidiary of the operating partnership, have begun a cash tender offer to purchase up to $500 million of their outstanding $1 billion of 4.875% senior notes due 2020 guaranteed by Gaming & Leisure.

The total consideration will be calculated using a fixed spread of 50 basis points over the yield to maturity of the 1.625% U.S. Treasury due July 31, 2020.

The total consideration will include an early tender premium of $30.00 per $1,000 principal amount of notes tendered by 5 p.m. ET on Aug. 28, the early tender time, and accepted for purchase. Holders who tender their notes after the early tender deadline will only be eligible to receive the tender offer consideration, which is equal to the total consideration less the early tender premium.

Pricing will be set at 10 a.m. ET on Aug. 29.

The issuers will also pay accrued interest from and including the most recent interest payment date up to but excluding the applicable settlement date. The settlement date for early tendered notes is expected to be Aug. 30. The final settlement date is expected to be Sept. 16 for any remaining tendered notes accepted for purchase.

Subject to the tender cap, all notes tendered by the early deadline will be accepted before any notes tendered after the early deadline. Even if the offer is not fully subscribed as of the early deadline, notes tendered by the early deadline will be accepted for purchase in priority to notes tendered later.

Tenders will be accepted in principal amounts equal to $2,000 or multiples of $1,000 in excess of that.

Notes may be subject to proration if the aggregate amount tendered exceeds the offer cap.

If the offer is fully subscribed as of the early tender deadline, holders who tender notes after the deadline will not have any of their notes accepted for payment, the company noted.

Tenders may be withdrawn at any time at or prior to 5 p.m. ET on Aug. 28.

The tender offer is conditioned on the issuers’ receipt of proceeds of at least $500 million from an offering of new senior notes.

Wells Fargo Securities, LLC (704 410-4759 or 866 309-6316) is acting as dealer manager for the tender offer. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. (212 269-5550 for banks or brokers or 800 283-3192 for all others or glpi@dfking.com).

The gaming-focused real estate investment trust is based in Wyomissing, Pa.

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