Press Release December 18, 2017

Gaming and Leisure Properties Announces Transactions in Connection With Pinnacle Entertainment’s Acquisition by Penn National Gaming for $2.8 Billion

The REITs and Real Estate M&A team advised Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) in its agreements with Penn National Gaming, Inc. (NASDAQ:PENN), Pinnacle Entertainment, Inc. (NASDAQ:PNK) and Boyd Gaming Corporation (NYSE:BYD) in connection with the proposed acquisition of Pinnacle by Penn for $2.8 billion.

GLPI has agreed to amend the master lease with Pinnacle to allow for the sale of the operating assets at Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort. Boyd has entered into an agreement to acquire these operating assets and has agreed to a new master lease with the company. Terms of the new Boyd Master Lease will be similar to GLPI’s existing leases with rent initially set at approximately $98.1 million annually. Rent at the remaining properties in the Pinnacle master lease will initially be set at approximately $284.7 million annually.

GLPI has also agreed to acquire the physical assets at Penn’s Plainridge Park Casino and Pinnacle’s Belterra Park Gaming & Entertainment for an aggregate amount of approximately $315.2 million. Plainridge Park will be added to the Pinnacle master lease with annual rent of $25.0 million, which will not be subject to any escalators or revenue reset adjustments. Belterra Park will be added to the new Boyd master lease with initial annual rent of approximately $7.2 million, which will be subject to the same escalators and revenue adjustments as the other properties in that lease.

GLPI is engaged in the business of acquiring, financing and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties, and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The Goodwin team was led by partner Yoel Kranz and of counsel Ed Glazer and included associates Benjamin Hittman and Erin Claywell with assistance from counsel Michael Litchman and associates William Goldberg and Daniel Healy.

For additional details on the agreements, please read the press release.