Regulators Approve Pinnacle, GLPI Transaction

The transaction between Pinnacle Entertainment Inc. and Gaming & Leisure Properties Inc. recently was approved by the Mississippi Gaming Commission. Pinnacle will spin off its operating business plus the real property of Belterra Park into a separately traded public company, and GLPI will acquire the real estate assets held by the remaining company.

The Mississippi Gaming Commission unanimously approved Pinnacle Entertainment Inc.’s transaction with Gaming & Leisure Properties Inc., announced on July 21, 2015, in which Pinnacle will spin off its operating business plus the real property of Belterra Park Gaming & Entertainment Center into a separately traded public company, “OpCo,” and GLPI will acquire the real estate assets held by the remaining company, “PropCo.” Pinnacle shareholders will receive one share of OpCo common stock for each share of Pinnacle common stock they own, as consideration for the exchange ratio of 0.85 of a share of GLPI common stock. The transaction is subject to additional regulatory approvals, shareholder approval and closing conditions.

Chief Executive Officer of Pinnacle Entertainment Anthony Sanfilippo said, “We are pleased to have received the first of seven required state gaming regulatory agency approvals necessary to complete our proposed transaction with GLPI, and we thank the Mississippi Gaming Commission for expeditiously reviewing and approving our application. We have applications on file with the remaining six state gaming regulatory bodies that must approve various aspects of our transaction with GLPI, which we expect them to consider for approval at upcoming meetings. We expect to complete the transaction with GLPI in the 2016 first quarter.”

After the transaction closes, Pinnacle will operate the leased gaming facilities under a triple-net Master Lease agreement with GLPI and will pay $377 million in initial annual rent.

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