Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant |
Closing of Notes Offering
On August 6, 2024, Gaming and Leisure Properties, Inc. (“GLPI”) closed the previously announced offering (the “Offering”) of $1,200,000,000 aggregate principal amount of Notes (as defined below), co-issued by its operating partnership, GLP Capital, L.P. (the “Operating Partnership”), and GLP Financing II, Inc., a wholly-owned subsidiary of the Operating Partnership (“GLP Financing”, and together with the Operating Partnership, the “Issuers”). The Notes were issued in two tranches, the first of which is comprised of senior notes due 2034 (the “2034 Notes”) and the second of which is comprised of senior notes due 2054 (the “2054 Notes” and, together with the 2034 Notes, the “Notes”). The Notes are senior unsecured obligations of the Issuers, guaranteed by GLPI.
Indentures for the Notes
The Issuers issued the Notes on August 6, 2024 pursuant to an Indenture, dated as of October 30, 2013 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 28, 2016 (the “First Supplemental Indenture”), and, with respect to the 2034 Notes, the Thirteenth Supplemental Indenture, dated as of August 6, 2024 (the “Thirteenth Supplemental Indenture”), and, with respect to the 2054 Notes, the Fourteenth Supplemental Indenture, dated as of August 6, 2024 (the “Fourteenth Supplemental Indenture”, and together with the Base Indenture, the First Supplemental Indenture and the Thirteenth Supplemental Indenture, the “Indenture”), among the Issuers, GLPI, as parent guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
The 2034 Notes mature on September 15, 2034 and bear interest at a rate of 5.625% per annum. Interest on the 2034 Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2025. The 2054 Notes mature on September 15, 2054 and bear interest at a rate of 6.250% per annum. Interest on the 2054 Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2025.
The Issuers may, at their option, redeem all or part of either series of Notes at any time prior to the date that is, with respect to the 2034 Notes, 30 days, and with respect to the 2054 Notes, 90 days, prior to the maturity date of the applicable series of Notes (the “Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus, in the case of the 2034 Notes, 25 basis points, and in the case of the 2054 Notes, 30 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Issuers may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date. The Notes also are subject to redemption requirements imposed by gaming laws and regulations.
The Notes are guaranteed on a senior unsecured basis by GLPI. The Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with all of the Issuers’ senior indebtedness, and senior in right of payment to all of the Issuers’ future subordinated indebtedness, if any, without giving effect to collateral arrangements. The Notes will be effectively subordinated to the Issuers’ future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness. The Notes will not be guaranteed by any of the Operating Partnership’s subsidiaries, except in the event that the Operating Partnership in the future issues certain subsidiary-guaranteed debt securities, and, therefore, unless and until such time, the Notes are structurally subordinated to all liabilities of any of the Operating Partnership’s subsidiaries (excluding GLP Financing).
The Indenture contains covenants limiting the Issuers’ ability to: incur additional debt and use their assets to secure debt; and merge or consolidate with another company. The Indenture also requires the Issuers to maintain a specified