Pinnacle Entertainment stockholders approve transaction with Gaming and Leisure Properties

2016-03-16

Reading time 1:33 min

Pinnacle Entertainment, Inc. has announced the results of its special meeting of stockholders, which was held at L'Auberge Baton Rouge Casino Hotel to consider proposals related to its previously announced transaction with Gaming and Leisure Properties, Inc. ("GLPI"). At the special meeting, PNK stockholders approved the merger with GLPI by voting affirmatively to adopt the merger agreement for the transaction. In addition, GLPI confirmed that its shareholders voted to approve its proposal to issue shares of GLPI common stock to stockholders of PNK in connection with GLPI's pending acquisition of substantially all of Pinnacle's real estate assets.

Anthony Sanfilippo, Pinnacle Entertainment's Chief Executive Officer stated, "We are proud to unlock value with this transformational transaction, and appreciate our stockholders' overwhelming support and vote of approval at our special meeting. We are excited that our stockholders will continue to have the opportunity to own shares of Pinnacle Entertainment, a dynamic, well-capitalized gaming entertainment company. Our stockholders will also receive shares of Gaming and Leisure Properties as consideration for the Company's real estate assets. As a result of our transaction, Gaming and Leisure Properties will enhance its geographic and tenant diversification, and almost double its cash rental revenue and leased gaming facilities.

"We are working diligently to obtain the remaining required gaming regulatory approvals in Louisiana, Nevada, and Missouri, and anticipate closing the transaction as soon as possible after those are received," concluded Sanfilippo.

As previously disclosed, on July 21, 2015, PNK and GLPI jointly announced a transaction in which Pinnacle will spin off its operating business and the real property of Belterra Park Gaming & Entertainment Center into a separately traded public company ("OpCo") and the real estate assets held by the remaining company ("PropCo") will be acquired by GLPI. As consideration for the real estate assets in PropCo, Pinnacle shareholders will receive a fixed exchange ratio of 0.85 of a share of GLPI common stock per share of Pinnacle common stock they own. Pinnacle shareholders will also receive one share of OpCo common stock for each share of Pinnacle common stock they own.

After the close of the transaction, Pinnacle will operate the leased gaming facilities under a triple-net Master Lease agreement with GLPI and will pay initial annual rent of $377 million. The transaction is subject to customary closing conditions and the receipt of additional regulatory approvals.