GAMING & LEISURE PROPERTIES, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documentation (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement.

Term credit agreement

On September 2, 2022, GLP Capital, LP (“GLP”), the operating partnership of
Gaming and Recreation Properties, Inc. (“GLPI”), has entered into a term credit agreement (the “Term Credit Agreement”) with Wells Fargo Bank, National Associationas administrative agent (“Term Lending Agent”), and the other agents and lenders parties thereto from time to time, providing for a $600 million
deferred draw credit facility with a maturity of September 2, 2027 (the “Term Credit Facility”). The term credit facility is guaranteed by GLPI.

Availability of loans under the Term Credit Facility is subject to customary conditions, including pro forma fulfillment of financial covenants, and receipt by the Term Lending Agent of a conditional guarantee of the Credit Facility. term by Bally’s Corporation (“Bally’s”) on a secondary basis, subject to the application of all remedies against GLP, GLPI and all sources other than Bally’s. Loans under the Term Credit Facility may be used only to finance a portion of the purchase price of the acquisition of one or more specified properties from Bally’s in one or a series of related transactions (the “Acquisition”) and to pay the fees, costs and expenses incurred in connection therewith.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP may obtain additional term loan commitments and incur additional term loans under the term credit agreement, so long as the total amount of the principal of all term loans outstanding under the term credit facility does not exceed $1.2 billion more until $60 million transaction fees and costs incurred in connection with the acquisition. There is currently no commitment with respect to these additional loans and commitments.

Interest Rates and Fees

Annual interest rates applicable to loans under the Term Credit Facility are, at GLP’s option, equal to either a rate based on SOFR or a base rate plus an applicable margin, which varies from 0.85% to 1.7% per year for SOFR loans. and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the term credit facility. The currently applicable margin is 1.30% for SOFR loans and 0.30% for base rate loans. In addition, GLP will pay a commitment fee on unused commitments under the term credit facility at a rate ranging from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the credit facility of time to time. The current rate of the commitment fee is 0.25%.

Amortization and installments

The term credit facility is not subject to interim amortization. GLP is required to prepay outstanding term loans with 100% of the net cash proceeds of the issuance of other debt securities which are unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt” ) that are received by GLPI, GLP or any of their affiliates after the funding date of the term loan facility (other than additional term loans under the term loan agreement and loans under the Bridge Revolving Facility (as defined below)), except to the extent that such net cash proceeds are used to repay outstanding loans under the Bridge Revolving Facility. GLP is not otherwise obligated to repay borrowings under the Term Credit Facility prior to maturity. GLP may prepay all or part of the loans under the Term Credit Facility prior to maturity without premium or penalty, subject to reimbursement of all Lenders’ SOFR break fees and may re-borrow loans it has reimbursed. Unused covenants under the Term Credit Facility automatically terminate on August 31, 2023.

Certain covenants and events of default

The Term Credit Facility contains customary covenants which, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP, to grant liens on their assets, incur indebtedness, sell assets, make acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments. Financial covenants include the following, which are measured quarterly on a rolling four-quarter basis: (i) maximum ratio of total debt to total asset value, (ii) maximum ratio of secured debt first lien on total asset value, (iii) maximum certain recourse debt to unencumbered asset value ratio, and (iv) minimum fixed charge coverage ratio. GLPI is required to maintain its status as a real estate investment trust (“REIT”) and is authorized to pay dividends to its shareholders as necessary in order to maintain its status as a REIT. GLPI is also authorized to pay other dividends

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and distributions, subject to pro forma compliance with financial covenants and the absence of default. The Term Credit Facility also contains certain customary covenants and events of default. The occurrence and persistence of an event of default, which includes but is not limited to non-payment of principal or interest, material misstatement of statements and non-performance of covenants, will allow lenders to accelerate loans and to terminate the resulting commitments.

Amendment No. 1 to the credit agreement

On September 2, 2022GLP has entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement between GLP, Wells Fargo Bank, National Associationas administrative agent (“Agent”), and the various banks and other financial institutions or entities party thereto, dated May 13, 2022 (the “Credit Agreement”). Pursuant to the Credit Agreement, as modified by the Amendment, GLP has the right, at any time until December 31, 2024choose to reallocate up to $700 million in existing revolving commitments under the credit agreement to a new revolving credit facility (the “Bridge Credit Facility”).

Loans under the revolving bridge loan are subject to an amortization of 1% per year. Amounts repaid under the bridge credit facility cannot be re-borrowed and the corresponding commitments are automatically reallocated to the existing revolving credit facility under the credit agreement. GLP is required to prepay the borrowings under the bridge loan with 100% of the net cash proceeds of the issuance of alternative acquisition debt received by GLPI, GLP or one of their subsidiaries (at the term loans under the Accord term loan and any loans under the Bridge Revolving Facility). Any outstanding commitment under the Bridge Revolving Facility that has not been borrowed by December 31, 2024 are automatically reallocated to the existing revolving credit facility under the credit agreement.

GLP’s ability to borrow under the Bridge Facility is subject to certain conditions, including pro forma compliance with GLP’s financial covenants, as well as the receipt by the Agent of a conditional loan guarantee in the under the Bridge Facility by Bally’s on a secondary basis, subject to all remedies against GLP, GLPI and all sources other than Bally’s. Loans under the Bridge Credit Facility will not be pro-rated to loans under the existing Revolving Credit Facility. Except as otherwise provided herein and as set forth in greater detail in Schedule 10.2, the Bridge Credit Facility has substantially the same terms as the existing Revolving Credit Facility under the Credit Agreement.

The parties to the Term Credit Agreement and Amendment and certain of their respective affiliates have provided investment banking, commercial lending and advisory services for GLPI, from time to time, for which they have received customary fees and expenses. These parties may, from time to time, engage in transactions and provide services to GLPI and their respective affiliates in the normal course of business.

The foregoing descriptions are summaries of the Term Credit Agreement and Amendment and are qualified in their entirety by the full text of the Term Credit Agreement and Amendment, which are filed herewith. as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by this reference. .

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit
Number                                    Description

10.1           Term Loan Credit Agreement, dated as of September 2, 2022, by and
             among GLP Capital, L.P., Wells Fargo Bank, National Association, as
             administrative agent, and the lenders party thereto

10.2           Amendment No. 1 to Credit Agreement, dated as of September 2, 2022,
             by and among GLP Capital, L.P., Wells Fargo Bank, National
             Association, as administrative agent, and the lenders party thereto

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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