Investors
PRESS RELEASE
Gaming and Leisure Properties Offers to Enhance Pinnacle Entertainment's Separation Plan by Acquiring Pinnacle's Real Estate Assets
- Offer Provides Pinnacle Shareholders Premium Valuation With Stronger Currency, Certainty And Speed Compared To Pinnacle's Own Undeveloped Separation Plan
- Combined Property Business Would Be Third Largest Triple-Net REIT, With Extensive Scale, Tenancy Diversification And Financial Strength
- Pinnacle Has Refused To Engage With GLPI And Is Denying Pinnacle Shareholders The Substantial Benefits Of GLPI's Proposed Transaction
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GLPI Offer Valued at About
$36 Per Share, 30% Premium to Current Price, 47% Premium to 30-Day Volume Weighted Average Price, and 59% Premium to Date of GLPI's First Offer
The real estate company resulting from the transaction GLPI is proposing would be the third-largest triple-net REIT by enterprise value, with the scale, diversity and financial strength to deliver increased value to both companies' shareholders. Pinnacle's operating business would become a separately traded public company ("OpCo"), as Pinnacle previously announced, and would be operated by its current management and Board of Directors.
Under the GLPI offer, following the spin-off of OpCo, Pinnacle's real estate assets ("PropCo") would be merged into GLPI and OpCo would enter into a mutually agreeable master lease agreement with GLPI. In the transaction, Pinnacle shareholders would receive one share of OpCo common stock and 0.5517 shares of GLPI common stock for each share of Pinnacle they own(1). Pro forma for the transaction, Pinnacle shareholders would own 100% of OpCo and approximately 36 million shares in GLPI, representing an approximate 20% equity interest in the larger, post-transaction GLPI. The transaction is expected to provide Pinnacle shareholders with aggregate value of approximately
"We wholeheartedly agree with Pinnacle's management and Board that the separation of Pinnacle's real estate from its operating business is in shareholders' best interests," said
TRANSACTION DETAILS: A SUPERIOR PROPOSAL
With the benefit of its own experience,
- Create One of the Largest Publicly Traded Triple-Net REITs. On a combined basis, the companies' real estate businesses would constitute the third largest US publicly traded triple-net REIT with extensive scale, a diversified tenant base, broad financial resources, and access to far-ranging growth opportunities. On a combined basis, GLPI will have more than twice the assets and cash flows compared to the standalone real estate company proposed by Pinnacle.
- Deliver Superior Long-Term Shareholder Value. Shareholders have consistently valued the leading REITs at a clear premium to their smaller peers. GLPI's public valuation demonstrates it enjoys such support from established institutional investors. At less than half the size of GLPI, we believe the Pinnacle standalone REIT would be unlikely to attract such preferential valuation.
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Assured Ability to Close, and Close Quickly. GLPI's proposal is structured as a taxable transaction, and is not reliant, as is Pinnacle's, on a favorable
IRS tax ruling. Based on GLPI's direct experience, even if Pinnacle were to obtain anIRS ruling this year, which is highly uncertain, a successful spin-off within the next 12 months is unlikely. Even Pinnacle has admitted the spin-off will not occur until sometime in 2016. In contrast, GLPI expects its transaction would close during 2015. - Established Management Team, Without Duplicative Corporate Costs. Pinnacle has yet to identify a senior leadership team to operate the real estate company. In contrast, GLPI's highly experienced management team would direct the operations of the REIT and no new hires would be required, thereby saving material corporate costs that will directly enhance free cash flow.
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Fully Financed Proposal. GLPI's proposal will be fully underwritten to maintain its optimal capital structure. In contrast, Pinnacle is too highly levered in its current configuration for a separation and, therefore, its transaction is reliant on the future placement of up to
$700 million of equity (equivalent to approximately 40% of Pinnacle's current market capitalization).
"In contrast to the major risks, contingencies and delays which we believe are inherent in the Pinnacle standalone plan," said
LET SHAREHOLDERS DECIDE WHOSE PLAN FOR SEPARATING PINNACLE IS IN THEIR BEST INTERESTS
GLPI notes that Pinnacle has elected not to provide basic information that would enable Pinnacle's shareholders to evaluate the benefits of its planned separation. In contrast, when GLPI announced its own separation (one year prior to its completion), it provided its shareholders with detailed transaction information, including financial projections for both its OpCo (Penn National Gaming) and PropCo (GLPI), and believes Pinnacle's shareholders have the right to similar information, including:
- Master Lease key terms, including expected rent structure, adjustment mechanism and coverage
- Leverage levels of both the operating and real estate entities
- Prospective management of the REIT
- Corporate overhead costs
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Scope of
IRS ruling and remaining tax risk to shareholders - Tax structure constraints from equity offering on future capital-raising transactions to fund growth
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Details on the proposed up to
$700 million equity capital raise, including whether the reduction in the size of the previously announced offering from up to$1 billion was, as we believe, primarily triggered by a delay in the expected completion of the separation until the second half of 2016 - Pro forma historical results and forward guidance for each of PropCo and OpCo
- Guidance on timing, including regulatory approvals which require resolution on a number of the aforementioned items.
Morgan Stanley is acting as financial advisor and
The full text of the letter is set forth below:
March 9, 2015 Board of Directors
c/oJames Martineau , Chairman of the Board
Pinnacle Entertainment, Inc.
3980 Howard Hughes Parkway
Las Vegas, NV 89169Dear Members of the Board:
We have made repeated efforts since December to engage with Pinnacle in a confidential and productive dialogue regarding a strategic transaction between our two companies. On
January 16 th, we submitted our first written proposal which detailed specific terms for an acquisition by GLPI of Pinnacle's real estate assets, the same assets that you have already elected to separate from Pinnacle. More than seven weeks later, and after further improving the economics of our proposal, Pinnacle continues to refuse to engage with us. Instead, we have been subjected to a variety of delay tactics designed to impede what is a very attractive transaction for your shareholders.
As you know, Pinnacle announced a plan to separate its real estate assets from its operating business in
November 2014 in response to shareholder pressure and following the innovative and highly successful spin-off of GLPI from Penn National Gaming in 2013. As you highlighted to your shareholders on your recent earnings call, the Pinnacle plan was announced prior to seriously assessing the complexity of creating a REIT as a tax-free spinoff from an operating company. The initial reaction to your announcement and the material changes in your separation assumptions in the months since you announced your plan has created uncertainty and volatility in your share price. Speaking from our own experience, the significant milestones you still need to achieve in your plan involve many variables and the complexity and amount of time required to consummate your plan cannot be underestimated. The GLPI proposal is simple: we seek to eliminate many of these variables, expedite your timeline to completion and provide greater value to your shareholders.The history of Pinnacle's failure to engage with us paints a clear but disconcerting picture. On
February 5 th, at your request, we delivered an in-depth presentation that detailed both the assumptions underpinning ourJanuary 16 th written proposal and the financial and strategic superiority of our proposal. Subsequently, with no explanation, your chief executive officer cancelled the long-planned in-person meeting with me onFebruary 18 th, which had been scheduled on the date he requested. In a further effort to initiate a dialogue, we then offered to refine our proposal based on receipt of certain very limited non-competitive information from Pinnacle (focusing on the tax basis of Pinnacle's real estate and operating assets and the available utilization of its net operating losses). Rather than provide this very limited and non-competitive information, which Pinnacle has told us is readily available, Pinnacle instead insisted on a highly restrictive and inappropriate non-disclosure agreement as a new pre-condition to any substantive meeting or engagement. In response, we offered to enter into, and delivered a draft of, an appropriate (in the context of the limited nature of the information requested and the transaction proposed) non-disclosure agreement. Pinnacle again refused to engage.Last week, in a further effort to start a dialogue, we presented Pinnacle a revised, enhanced offer. Despite our good faith overtures and a transaction that would deliver to your shareholders value, certainty and speed which are superior to Pinnacle's current separation plan, your Company still refuses to engage. Pinnacle's continued creation of impediments to our offer has compelled us to conclude that your Board has no intention of exploring our superior proposal. As a result, we have been left with no other choice but to advise your shareholders directly of our offer and seek their assistance in pursuing it.
Our proposal is fully endorsed by our senior management team and has been unanimously approved by GLPI's Board of Directors. We remain fully committed to pursuing this transaction and, in the paragraphs below, we (i) detail the key terms of our enhanced proposal, (ii) reiterate the multiple advantages our proposal offers compared to your standalone plan, and (iii) discuss next steps for making this mutually beneficial transaction a reality.
Key Terms of Our Proposal
GLPI proposes that Pinnacle spin off its gaming operations into a new publicly traded corporation ("OpCo") and then merge the Company's real estate assets ("PropCo") into GLPI, which would include the assumption of Pinnacle's remaining existing indebtedness. Concurrent with the merger of PropCo, OpCo would enter into a Master Lease Agreement with GLPI on terms mutually agreeable to both parties.
In the transaction, Pinnacle shareholders would receive one share of OpCo common stock and 0.5517 shares of GLPI common stock for each share of Pinnacle they own(1). This would equate to GLPI acquiring the real estate assets of Pinnacle for approximately 36 million GLPI shares in a transaction with an enterprise value of
$4.1 billion (assuming 2015E property EBITDAR of$680 million and 1.90x property EBITDAR lease coverage at OpCo). As a result of the transaction, Pinnacle shareholders would own 100% of OpCo and approximately 20% of an enlarged GLPI after giving effect to the merger. We have assumed that OpCo incurs leverage of 4.5x debt-to-EBITDA (net of lease payments to PropCo), with all remaining Pinnacle existing indebtedness being refinanced by GLPI. We would be prepared to enter into a definitive agreement without any financing condition and are confident in our ability to secure committed financing through the access we have to the leading financial and lending institutions, including our financial advisor Morgan Stanley. While our current proposal contemplates that Pinnacle shareholders receive solely GLPI shares as a form of consideration, we would be amenable to altering the form of transaction to also include cash consideration, should your shareholders desire.GLPI is also open to exploring any alternative structural arrangements that more efficiently optimize the use of Pinnacle's tax basis and net operating losses, or otherwise create more value for your shareholders. With access to select, non-competitive diligence information, we would be able to quickly determine the optimal structure.
Key Advantages of our Proposal
We have devoted significant time and resources, both internal and external, to assessing this transaction and we continue to believe that we have the experience, resources, financial wherewithal and market credibility to successfully deliver a transaction with a compelling strategic rationale and that provides Pinnacle shareholders with superior value creation, greater transaction certainty, a faster path to completion, and reduced management burden.
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Compelling strategic rationale: On a combined basis, the companies' real estate businesses would constitute the third largest US publicly traded triple-net REIT with extensive scale, a diversified tenant base, broad financial resources, and access to far-ranging growth opportunities (including outside of the gaming industry). On a combined basis, GLPI would have more than twice the assets and cash flows compared to the standalone real estate company proposed by Pinnacle, with more efficient and cheaper access to the capital markets.
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Superior value creation: Based on today's market multiples and conservative assumptions for pro forma business performance, we would expect our proposal to provide Pinnacle shareholders with aggregate value of
$35.77 per share at closing (detailed in Appendix A), which represents a 30% premium to the Company's current share price of$27.42 , a 47% premium to the volume weighted average price of$24.34 for the last 30 days and a 59% premium to Pinnacle's price on the date when GLPI made its first offer to Pinnacle (January 16, 2015 ).
This transaction will be well understood and rewarded by the market and, post-merger, we believe GLPI will have a stronger, more stable currency and trade at a quantifiable premium to standalone Pinnacle PropCo. As you know, valuation multiples for REITs are closely correlated to the diversification and size of their lease streams, access to capital and ability to pursue growth opportunities. Consequently, the value proposition to Pinnacle shareholders from our proposal is further enhanced over time versus that achievable through your Company's standalone plan; the potential for further valuation upside through a multiple re-rating is real, though not factored into our analysis.
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Greater transaction certainty: In contrast to the major risks, contingencies and delays which we believe are inherent in Pinnacle's undeveloped standalone separation plan, GLPI's proposal is straightforward and offers substantially less risk. Our proposal would not require the receipt of a private letter ruling from the
IRS and the combination of GLPI's existing REIT structure and approvals will mitigate the regulatory uncertainty present in Pinnacle's standalone plan. Furthermore, we would be prepared to enter into a definitive agreement without any financing condition. Our proposal would be fully underwritten to maintain our optimal capital structure. In contrast, Pinnacle is too highly levered in its current configuration for a separation and therefore, your plan is reliant on the future placement of up to$700 million of equity (~40% of Pinnacle's current market capitalization). As detailed in your latest earnings release, Pinnacle has already been required to make material changes to its plan and presumably could be subject to further changes, not least given your Company's absence of financial guidance and macroeconomic uncertainties.
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Faster path to completion: Our proposal is structured as a taxable transaction. Therefore, unlike the proposed Pinnacle transaction, our proposal is not reliant on nor would it face the challenges inherent in obtaining a favorable
IRS tax ruling. In addition, we and/or our principals have been, or are, licensed in each of the jurisdictions where Pinnacle currently has operations. Consequently, we expect to close our transaction in 2015, well in advance of the publicly announced expected completion date of your standalone plan, which you have described as not occurring until sometime in 2016. Even if Pinnacle were to obtain anIRS ruling this year, which is highly uncertain, a successful spin-off within the next twelve months is unlikely.
- Reduced management burden: The inclusion of our experienced management and resulting elimination of Pinnacle's need to design the separation would allow management to devote its attention to optimizing the performance of Pinnacle's gaming operations. Furthermore, our experienced team eliminates the requirement to identify and appoint senior executive leadership and a new Board of Directors for standalone PropCo, and the substantial incremental corporate costs associated with these new hires. Under our proposal, Pinnacle's current management team and Board of Directors would continue in their respective roles and focus their efforts on building value for Pinnacle OpCo shareholders post-closing
Next Steps
As you will note and as we have reiterated to your management and advisors over the past weeks, we have had to make certain assumptions to form our perspectives on transaction structure. We have sought to obtain from Pinnacle a few very limited and non-competitive diligence items to help us quickly determine whether our structure is optimal. The information we seek is not competitively sensitive and we have been told it is readily available. Additionally, we expressed our willingness to modify our transaction structure as necessary to maximize value. We and our advisors (Morgan Stanley & Co. LLC and
Wachtell, Lipton, Rosen & Katz ) are ready to commence discussions immediately. We have more experience on gaming REIT tax and transaction issues than any other firm, a unique capability that will greatly benefit your shareholders.As would be the case in any M&A transaction, consummation of the transaction is subject to completion of customary due diligence, execution of a definitive merger agreement and receipt of required shareholder and regulatory approvals.
We continue to believe the time is right to move forward and will continue to devote substantial resources to achieving the tremendous potential that combining Pinnacle's real estate assets with GLPI has to offer. We would prefer to discuss and negotiate this transaction with your Board, your management team and your advisors.
In view of the time you have had to study our proposal and its attractiveness, we believe you should respond very promptly and positively to the extraordinary opportunity our proposal offers. We strongly urge you to act in the best interests of your shareholders and to engage without further delay in constructive discussions with us regarding our proposal.
Very truly yours,
Peter M. Carlino
Chairman of the Board and Chief Executive Officer
Gaming and Leisure Properties, Inc.
ENCLOSURE: Presentation outlining GLPI's proposal
(1) Pinnacle fully diluted shares outstanding based on 60,244,891 basic shares outstanding as of
February 26, 2015 ; 5,568,628 options outstanding with a weighted average exercise price of$15.17 as ofDecember 31, 2014 ; 1,212,933 non-vested restricted stock units as ofDecember 31, 2014 ; and 520,322
Appendix A - Proposed Value to Pinnacle Shareholders | |
$MM | |
Value in Pro Forma GLPI | |
GLPI 2016E EBITDA |
|
Pinnacle PropCo 2016E EBITDA (1) | 365 |
Pro Forma GLPI 2016E EBITDA |
|
Current GLPI Forward EV / EBITDA Multiple | 14.7x |
Pro Forma GLPI Enterprise Value |
|
Pro Forma GLPI Debt (2) | (4,775) |
Pro Forma GLPI Cash | 30 |
Pro Forma GLPI Equity Value |
|
Pinnacle Ownership (3)(4) | 20% |
Value in Pro Forma GLPI |
|
Value Per Pinnacle Share (4) |
|
Value in Pro Forma Pinnacle OpCo | |
Pro Forma Pinnacle OpCo 2016E EBITDA (1) |
|
Trading Multiple | 7.5x |
Pro Forma Pinnacle OpCo Enterprise Value |
|
Pro Forma Pinnacle OpCo Debt (5) | (1,107) |
Pro Forma Pinnacle OpCo Non-Controlling Interest | (11) |
Pro Forma Pinnacle OpCo Cash | 165 |
Pro Forma Pinnacle OpCo Equity Value |
|
Pinnacle Ownership | 100% |
Value in Pro Forma Pinnacle OpCo |
|
Value Per Pinnacle Share (4) |
|
Total Value Per Share to Pinnacle Shareholders |
|
Notes: | |
(1) Based on median research estimates for Pinnacle EBITDAR and assumed 1.9x property EBITDAR lease coverage at OpCo | |
(2) Based on pro forma debt / 2015E EBITDA of 6.0x and pro forma GLPI 2015E EBITDA of $796MM | |
(3) Pinnacle shareholders to receive 0.5517 shares of GLPI common stock for each share of Pinnacle they own | |
(4) Pinnacle fully diluted shares outstanding of 64.5 million based on 60.2 million basic shares outstanding as of |
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(5) Based on pro forma debt / 2015E EBITDA of 4.5x and pro forma Pinnacle OpCo 2015E EBITDA of $246MM |
Investor Presentation
An investor presentation outlining GLPI's proposal accompanied the letter sent to Pinnacle's Board of Directors. The presentation is available on the GLPI's investor relations website.
About GLPI
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. GLPI expects to grow its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators. GLPI also intends to diversify its portfolio over time, including by acquiring properties outside the gaming industry to lease to third parties. GLPI intends to elect to be taxed as a real estate investment trust ("REIT") for
Forward Looking Statements
Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of GLPI and its subsidiaries (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company's business strategy, plans, and goals and objectives. Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could' are generally forward-looking in nature and not historical facts. You should understand that the following important
factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements: the ultimate outcome of any potential transaction between GLPI and Pinnacle including the possibilities that GLPI will not pursue a transaction with Pinnacle and that Pinnacle will not engage in negotiations with respect to a transaction with GLPI; if a transaction between GLPI and Pinnacle were to occur, the ultimate outcome and results of integrating the assets that would be acquired by GLPI in the transaction; the effects of a transaction between GLPI and Pinnacle, including the post-transaction GLPI's financial condition, operating results, strategy and plans; and additional factors discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's
most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities and no tender or exchange offer for the shares of Pinnacle has commenced at this time. This communication relates to a proposal which GLPI has made for a business combination transaction with Pinnacle. In furtherance of this proposal and subject to future developments, GLPI (and, if a negotiated transaction is agreed, Pinnacle) may file one or more proxy statements, registration statements, tender or exchange offer documents or other documents with the
Certain Information Regarding Participants
GLPI and its directors and executive officers may be deemed to be participants in any solicitation with respect to the proposed transaction under the rules of the
(1) Pinnacle fully diluted shares outstanding based on 60,244,891 basic shares outstanding as of
(2) NAREIT defines funds from operations ("FFO") as net income (computed in accordance with generally accepted accounting principles), excluding (gains) or losses from sales of property and real estate depreciation. GLPI has defined adjusted funds from operations ("AFFO") as FFO excluding stock based compensation expense, debt issuance costs amortization and other depreciation reduced by maintenance capital expenditures
CONTACT: InvestorsSource:Dan Burch /Laurie Connell /Jeanne Carr MacKenzie Partners, Inc. 212-929-5500Bill Clifford Gaming and Leisure Properties, Inc. 610-401-2900 MediaRon Low /Reze Wong /Zachary Tramonti Sard Verbinnen & Co 415-618-8750 / 212-687-8080
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