What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-24 compared with 2021-02-19 · 217 added, 138 removed, 410 unchanged (46% of the section changed)

GLPI is a self-administered and self-managed Pennsylvania REIT.

The Company was formed from the 2013 tax-free spin-off of the real estate assets of Penn and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of Penn.

The Company was formed from the 2013 tax-free spin-off of the real estate assets of Penn National Gaming, Inc.

PENN) ("Penn")) and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of Penn.

On November 1, 2013, Penn contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn's real property interests and real estate development business, as well as the assets and liabilities of Louisiana Casino Cruises, Inc.

1 unchanged sentence

(d/b/a Hollywood Casino Perryville) (which are referred to herein as the "TRS Properties") and then spun-off GLPI to holders of Penn's common and preferred stock in a tax-free distribution (the "Spin-Off").

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs .

GLPI owns and operates the TRS Properties and holds the real estate of Tropicana Las Vegas through its wholly-owned subsidiary, Tropicana LV, LLC which together with the TRS Properties and GLP Holdings, Inc., is the Company's TRS Segment (the "TRS Segment").

In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S.

federal income tax purposes) for periods prior to the consummation of the Spin-Off between Penn and GLPI.

In connection with its election to be taxed as a REIT for U.S.

federal income tax purposes for the year ended December 31, 2014, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a “taxable REIT subsidiary,” which together with the TRS Properties and GLP Holdings, Inc.

is the Company's TRS segment (the "TRS Segment").

Finally, in advance of our UPREIT transaction discussed below, the Company elected GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements.

Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, utilities and maintenance expenses that arise from the use of the property.

As of December 31, 2020, GLPI’s portfolio consisted of interests in 48 gaming and related facilities, including the TRS Segment, the real property associated with 33 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

As of December 31, 2021, GLPI's portfolio consisted of interests in 51 gaming and related facilities, including Tropicana Las Vegas, the real property associated with 34 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE:

BYD) ("Boyd")) and the real property associated with the Casino Queen in East St.

Louis, Illinois.

Penn, Caesars and Boyd are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-mutual properties and established gaming providers with strong financial performance.

BYD) ("Boyd"), the real property associated with 2 gaming and related facilities operated by Bally's Corporation (NYSE:

BALY) ("Bally's), the real property associated with gaming and related facilities at Live!

Casino & Hotel Maryland operated by The Cordish Companies ("Cordish") and the real property associated with 2 gaming and related facilities operated by the Casino Queen Holding Company Inc.

("Casino Queen").

These facilities, including our corporate headquarters building, are geographically diversified across 17 states and contain approximately 27.6 million square feet.

As of December 31, 2020, the Company's properties were 100% occupied.

As of December 31, 2021, our properties were 100% occupied.

We expect to continue growing our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

Properties and Leases

Penn Master Lease, Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

Penn Master Lease

As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to Penn for use by its subsidiaries pursuant to a unitary master lease (the "Penn Master Lease").

The Penn Master Lease is a triple-net operating lease, the term of which expires October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc.

3 unchanged sentences

Concurrent with the Penn-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St.

Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new

unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease.

Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the

Company’s Amended Pinnacle Master Lease.

The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

3 unchanged sentences

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property.

The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Meadows Lease

The real estate assets of the Meadows Racetrack and Casino (the "Meadows") are leased to Penn under a single property triple-net lease (the "Meadows Lease").

The real estate assets of the Meadows Racetrack and Casino are leased to Penn pursuant to a single property triple-net lease (the "Meadows Lease").

The Meadows Lease commenced on September 9, 2016 and has an initial term of 10 years, with no purchase option, and the option to renew for three successive 5-year terms and one 4-year term (exercisable by the tenant) on the same terms and conditions.

The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility, which is reset every two years to an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year period.

The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5% until the earlier of ten years or the year in which total rent is $31 million, at which point the escalator will be reduced to a maximum of 2% annually thereafter.

Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc.

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement (the "Real Estate Purchase Agreement") dated April 15, 2018 between Tropicana and GLP Capital L.P.

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital L.P.

("GLP Capital"), the operating partnership of GLPI, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement").

1 unchanged sentence

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company entered into an agreement to amend and restate the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety, commencing with the third lease year, (iii) in the third lease year increase annual land base rent to approximately $23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to regulatory approvals and the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease, subject to regulatory approvals and the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The Amended and Restated Caesars Master Lease became effective on July 23, 2020 when all of the necessary regulatory approvals were received and notice periods were satisfied.

On December 18, 2020, Caesars transferred to the Company the real estate assets of the Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of the Tropicana Evansville and a cash payment of $5.7 million.

The Waterloo and Bettendorf facilities were added to the Amended and Restated Caesars Master Lease and the annual rent increased by approximately $520,000.

(now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars (the "Tropicana Merger Agreement") and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent to approximately $23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars completed an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.

This resulted in a non-cash gain of $41.4 million in the fourth quarter of 2020, which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.

In connection with the Exchange Agreement, the annual building base rent was increased to $62.5 million and the annual land component was increased to $23.7 million.

Lumière Place Lease

4 unchanged sentences

On September 29, 2020, the transaction closed and we entered into a new triple net lease with Caesars (the "Lumière Place Lease") the initial term of which expires on October 31, 2033 with four separate renewal options of five years each, exercisable at the tenant's option.

The Lumière Place Lease rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met.

The Lumière Place Lease rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company reacquired the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million.

In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino from Bally's for a cash purchase price of approximately $144.0 million.

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") which has an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions.

Tropicana Las Vegas

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas") from Penn in exchange for rent credits of $307.5 million, which were applied against future rent obligations due under the parties' existing leases during 2020.

This asset has been placed in the Company's TRS Segment.

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from Penn in exchange for rent credits of $307.5 million, which were applied against future rent obligations due under the parties' existing leases during 2020.

An affiliate of Penn continues to operate the casino and hotel business of the Tropicana Las Vegas pursuant to a triple net lease with GLPI for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold.

Morgantown Lease

On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were fully utilized by Penn in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of Penn for an initial annual rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis in for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the Consumer Price Index ("the CPI") increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").

Bally's Master Lease

On October 27, 2020, the Company entered into a series of definitive agreements pursuant to which a subsidiary of Twin River Worldwide Holdings, Inc.

(now doing business as Bally's Corporation (NYSE:

BALY) ("Bally's")), will acquire 100% of the equity interests in the Caesars subsidiary that currently operates Tropicana Evansville and the Company will reacquire the real property assets of Tropicana Evansville from Caesars for a cash purchase price of approximately $340.0 million.

In addition, the Company entered into a real estate purchase agreement with Bally's pursuant to which the Company will purchase the real estate assets of the Dover Downs Hotel & Casino, located in Dover, Delaware, which is currently owned and operated by Bally's, for a cash purchase price of approximately $144.0 million.

At the closing of the transactions, which is expected in mid-2021, subject to regulatory approvals, the Tropicana Evansville and Dover Downs Hotel and Casino facilities will be added to a new master lease between the Company and Bally's (the “Bally's Master Lease”).

The Company anticipates that the Bally's Master Lease will have an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions.

Rent under the Bally's Master Lease will be $40.0 million annually and is subject to an annual escalator of up to 2% determined in relation to the annual increase in the Consumer Price Index.

Casino Queen Lease and Casino Queen Master Lease

Finally, GLPI leases the Casino Queen property in East St.

Louis back to its operators on a triple-net basis on terms similar to those in the Penn Master Lease (the "Casino Queen Lease").

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million.

The Company will retain ownership of all real estate assets at Hollywood Casino Baton Rouge and will simultaneously enter into a master lease with Casino Queen, which will include the Casino Queen property in East St.

Louis that is currently leased by us to them and the Hollywood Casino Baton Rouge facility (the "Casino Queen Master Lease").

The initial annual cash rent on the retained real estate will be approximately $21.4 million and the lease will have an initial term of 15 years with four 5 year renewal options.

This rental amount will be increased annually by 0.5% for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year.

Additionally, the Company will complete the current land side development project that is in process and the rent under the

Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25% on GLPI's project costs.

The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second half of 2021.

Hollywood Casino Perryville Lease

On December 11, 2020, Penn agreed to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville, Maryland, for $31.1 million, with the closing of such purchase, subject to regulatory approvals, expected to occur during calendar year 2021 on a date selected by Penn with reasonable prior notice to the Company unless otherwise agreed by both parties.

Upon closing, the Company will lease the real estate of the Perryville facility to Penn pursuant to a lease providing for initial annual rent on the retained real estate of $7.77 million, $5.83 million of which will be subject to escalation provisions beginning in the second lease year through the fourth lease year and shall increase by 1.50% and then to 1.25% for the remaining lease term.

The escalation provisions beginning in the fifth lease year are subject to CPI being at least 0.5% for the preceding lease year (the "Hollywood Casino Perryville Lease").

In the first quarter of 2020, COVID-19 became a global pandemic.

Responses to the COVID-19 outbreak in the United States included mandates from federal, state, and/or local authorities requiring temporary closures of, or imposed limitations, on the operations of non-essential businesses.

All of the Company's tenants' casino operations, in addition to the Company's two TRS Properties, were closed in mid-March.

Our properties began reopening at limited capacity in May and by early July nearly all had resumed operations at limited capacity.

However, in the fourth quarter, increased spread of COVID-19 led some jurisdictions to impose temporary closures once again.

As of the date of this filing, only one of our tenants' properties is closed.

The Company is leasing the land back to an affiliate of Penn for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease").

Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million (the "HCBR transaction").

This transaction closed on December 17, 2021 which resulted in a pre-tax gain of $6.8 million (loss of $7.7 million after tax) for the year ended December 31, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St.

Louis that is currently leased by us to them and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

The lease has an initial term of 15

years with four 5 year renewal options exercisable by the tenant.

Additionally, the Company will complete the current landside development project that is in process and the rent under the Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25% on GLPI's project costs.

The Company will also have a right of first refusal with Casino Queen for other sale leaseback transactions up to $50 million over the next 2 years.

Finally, in 2021, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which had been previously written off in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net, for the year ended December 31, 2021.

Perryville Lease

On December 15, 2020, the Company announced that Penn exercised its option to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville, Maryland, for $31.1 million.

The transaction closed on July 1, 2021 which resulted in a pre-tax gain of $15.6 million ($11.3 million after tax) for the year ended December 31, 2021.

The Company retained ownership of all the real estate assets of Hollywood Casino Perryville and simultaneously entered into a triple net lease with Penn (the "Perryville Lease").

Maryland Live!

Lease and Pennsylvania Live!

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live!

Casino & Hotel Maryland, Live!

Casino & Hotel Philadelphia, and Live!

Casino Pittsburgh, including assignment of applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, whereby GLPI will invest in 20% of the Cordish portion of the equity in the project for a period of seven years following the closing of the acquisition of the Pennsylvania properties, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

GLPI will enter into a new triple net lease master lease with Cordish for Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh (the "Pennsylvania Live!

Master Lease"), and GLPI entered into a single asset lease for Live!

Casino & Hotel Maryland (the "Maryland Live!

The Pennsylvania Live!

Master Lease and the Maryland Live!

Lease has or will have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options.

The annual rent for the Maryland Live!

Lease is $75 million and for the Pennsylvania Live!

Master Lease will be $50 million both of which have or will have a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The Maryland Live!

Lease became effective on December 29, 2021 and the Pennsylvania transactions are expected to close in early 2022, subject to the receipt of regulatory approvals and other customary closing conditions.

In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S.

11 unchanged sentences

As a result, certain activities of the Company which occur within our TRS Segment are subject to federal and state income taxes.

As of December 31, 2020, 33 of the Company’s real estate investment properties were leased to subsidiaries of Penn under the Penn Master Lease, the Amended Pinnacle Master Lease, the Meadows Lease and the Morgantown Lease, 7 of the Company's real estate investment properties were leased to subsidiaries of Caesars under the Amended and Restated Caesars Master Lease and the Lumière Place Lease and 4 of the Company's real estate investment properties were leased to subsidiaries of Boyd under the Boyd Master Lease and the Belterra Park Lease.

We also lease a single real estate investment property to Casino Queen pursuant to the Casino Queen Lease.

The obligations under the Penn and Amended Pinnacle Master Leases, as well as the Meadows Lease and Morgantown Lease, are guaranteed by Penn and, with respect to each lease, jointly and severally by Penn's subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Amended and Restated Caesars Master Lease are jointly and severally guaranteed by Caesars and by most of Caesars's subsidiaries that occupy and operate the facilities leased under the Amended and Restated Caesars Master Lease.

The obligations under the Boyd Master Leases are

jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (i) every five years to an amount equal to 4% of the average net revenues of all facilities under the Penn Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20% of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor that equals $22.9 million annually due to Penn's 2019 purchase of a competing facility, the Greektown Casino Hotel in Detroit, Michigan.

Similar to the Penn Master Lease, the Amended Pinnacle Master Lease and Boyd Master Lease both include fixed components, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property in the Amended Pinnacle Master Lease due to Penn's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Amended Pinnacle Master Lease and Boyd Master Lease during the preceding two years in excess of contractual baselines.

The obligations under the Penn and Amended Pinnacle Master Leases, as well as the Meadows Lease, the Perryville Lease, and Morgantown Lease are guaranteed by Penn and, with respect to each lease, jointly and severally by Penn's

subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Amended and Restated Caesars Master Lease and the Bally's Master Lease are jointly and severally guaranteed by the corporate parent and the parent's subsidiaries that occupy and operate the facilities leased under the Amended and Restated Caesars Master Lease and Bally's Master Lease, respectively.

The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

Similarly, the obligations under the Maryland Live!

Lease are jointly and severally guaranteed by the Cordish subsidiaries that occupy and operate the facilities leased under the Maryland Live!

The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to Penn's opening of a competing facility) (i) every five years to an amount equal to 4% of the average net revenues of all facilities under the Penn Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20% of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor that equals $22.9 million annually due to Penn's 2019 purchase of a competing facility, the Greektown Casino Hotel in Detroit, Michigan.

Similar to the Penn Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property due to Penn's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4% of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease with a Boyd affiliate operating the property.

The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities which is adjusted, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

The Amended and Restated Caesars Master Lease became effective on July 23, 2020, and among other things, changed the rental terms to become entirely fixed in nature, with the majority being subject to fixed escalations beginning in the fifth lease year as previously discussed.

On September 29, 2020, the Company acquired the real estate of Lumière Place in satisfaction of the CZR loan, subject to the Lumière Place Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenant's option.

The Lumière Place Lease's rent is subject to an annual escalator of 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

The rent structure under the Casino Queen Lease also includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facility, which is reset every five years to an amount equal to the greater of (i) the annual amount of non-fixed rent applicable for the lease year immediately preceding such rent reset year and (ii) an amount equal to 4% of the average annual net revenues of the facility for the trailing five-year period.

As previously discussed, on September 29, 2020, we entered into the Lumière Place Lease with Caesars the initial term of which expires on October 31, 2033 with four separate renewal options of five years each, exercisable at the tenant's option.

The Lumière Place Lease rent is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met.

On October 1, 2020, the Company acquired the underlying land at Penn's development facility in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits and entered into the Morgantown Lease whereby the Company is leasing the underlying land back to an affiliate of Penn for an initial annual rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

Furthermore, the Company's master leases provide for a floor on the percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a

property under the existing master lease with such tenant).

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under Penn's gaming facility under construction for an initial cash rent of $3.0 million, provided, however, that (i) on the opening date and on

each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the Consumer Price Index ("CPI") increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

The Perryville Lease with Penn became effective July 1, 2021 and has initial annual rent of $7.77 million, $5.83 million of which is subject to escalation provisions beginning in the second lease year through the fourth lease year and increasing by 1.50% during such period and then increasing by 1.25% for the remaining lease term.

The escalation provisions beginning in the fifth lease year are subject to the CPI being at least 0.5% for the preceding lease year.

The Bally's Master Lease became effective on June 3, 2021 in connection with the Company's acquisition of the real estate assets of Tropicana Evansville and Dover Downs Casino & Hotel.

Rent under the Bally's Master Lease is $40 million annually and is subject to an annual escalator of up to 2% determined in relation to the annual increase in CPI.

The Casino Queen Master Lease initial annual rent is $21.4 million and such amount increases annually by 0.5% for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year, then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25%, then rent will remain unchanged for such lease year.

The Maryland Live!

Lease, as well as the Pennsylvania Live!

Master Lease when it becomes effective, contain or will contain terms which increase the entirety of rent by 1.75% beginning on the second anniversary of the respective leases through the remainder of the lease term.

Furthermore, the Company's leases with percentage rent provide for a floor on such percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing lease with such tenant).

These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant.

A percentage rent floor was triggered on Penn's Hollywood Casino Toledo property, as a result of Penn's purchase of the operations of the Greektown Casino-Hotel in Detroit, Michigan and a percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to Penn's acquisition of Margaritaville Resort Casino.

Additionally, a percentage rent floor was triggered on the Hollywood Casino at Penn National Race Course in connection with Penn opening a facility in York, Pennsylvania, which will go into effect at the next reset.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs:

9 unchanged sentences

Tenant Occupied Properties

Hollywood Casino Lawrenceburg Lawrenceburg, IN Penn/Penn Master Lease 634,000 73.1 32.1 295

Hollywood Casino Lawrenceburg (3)

Lawrenceburg, IN Penn/Penn Master Lease 634,000 73.1 32.1 295

Hollywood Casino Aurora Aurora, IL Penn/Penn Master Lease 222,189 0.4 1.7 —

3 unchanged sentences

Hollywood Casino Columbus Columbus, OH Penn/Penn Master Lease 354,075 116.2 — —

Hollywood Casino at Charles Town Races

Charles Town, WV Penn/Penn Master Lease 511,249 298.6 — 153

Hollywood Casino at Penn National Race Course

Grantville, PA Penn/Penn Master Lease 451,758 573.7 — —

Hollywood Casino at Charles Town Races Charles Town, WV Penn/Penn Master Lease 511,249 298.6 — 153

Hollywood Casino at Penn National Race Course Grantville, PA Penn/Penn Master Lease 451,758 573.7 — —

M Resort Henderson, NV Penn/Penn Master Lease 910,173 83.5 — 390

9 unchanged sentences

Louis Maryland Heights, MO Penn/Penn Master Lease 645,270 220.8 — 502

Hollywood Gaming at Dayton Raceway

Dayton, OH Penn/Penn Master Lease 191,037 119.7 — —

Hollywood Gaming at Mahoning Valley Race Course

Youngstown, OH Penn/Penn Master Lease 177,448 193.4 — —

1st Jackpot Casino

Tunica, MS Penn/Penn Master Lease 78,941 52.9 93.8 —

Hollywood Gaming at Dayton Raceway Dayton, OH Penn/Penn Master Lease 191,037 119.7 — —

Hollywood Gaming at Mahoning Valley Race Course Youngstown, OH Penn/Penn Master Lease 177,448 193.4 — —

1st Jackpot Casino Tunica, MS Penn/Penn Master Lease 78,941 52.9 93.8 —

Ameristar Black Hawk Black Hawk, CO Penn/Amended Pinnacle Master Lease 775,744 105.2 — 536

15 unchanged sentences

Hollywood Casino Morgantown Morgantown, PA Penn/Morgantown Lease — 36.0 — —

Louis, IL Casino Queen 330,502 67.2 — 157

Hollywood Casino Perryville Perryville, MD Penn/Perryville Lease 97,961 36.3 — —

Casino Queen East St.

Louis, IL Casino Queen Master Lease 330,502 67.2 — 157

Hollywood Casino Baton Rouge Baton Rouge, LA Casino Queen Master Lease 95,318 25.1 — —

Belterra Casino Resort Florence, IN Boyd/Boyd Master Lease 782,393 167.1 148.5 662

11 unchanged sentences

Louis, MO Caesars/Lumiere Place Lease 807,407 18.5 — 494

Dover Downs Dover, DE Bally's Master Lease 212,500 69.6 — 500

Tropicana Evansville Evansville, IN Bally's Master Lease 754,833 18.4 10.2 338

Casino & Hotel Maryland (7)

Hanover, MD Cordish / Live!

Maryland Lease 2,326,669 12.6 — 310

26,465,943 4,983.9 798.2 13,804

2 unchanged sentences

various N/A 23,400 3.9 — —

Hollywood Casino Baton Rouge Baton Rouge, LA GLPI 95,318 25.1 — —

Hollywood Casino Perryville Perryville, MD GLPI 97,961 36.3 — —

Tropicana Las Vegas (6)

Las Vegas, NV Penn 1,148,212 35.1 — 1,467

1,341,491 96.5 — 1,467

Total 27,637,555 — 5,023 — 798 — 15,271

8 unchanged sentences

The property is operated by an affiliate of Penn pursuant to a triple net lease for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold.

See Note 7 in the Notes to the Consolidated Financial Statements for further details.

We compete for additional real property investments with other REITs, including two other publicly traded gaming focused REITs, MGM Growth Properties LLC and VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.

See Note 6 in the Consolidated Financial Statements for further details.

(7) This property is accounted for as a financing lease and is not included in real estate investments.

See Note 8 in the Consolidated Financial Statements for further details.

We compete for additional real property investments with other REITs, including two other publicly traded gaming focused REITs, VICI Properties Inc.

("VICI") and MGM Growth Properties LLC (which is being acquired by VICI), investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.

Some of our competitors are significantly larger and have greater financial resources and lower costs of capital than we have, making it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.

In addition, revenues from our gaming properties are dependent on the ability of our gaming tenants and operators to compete with other gaming operators.

In addition, percentage rent revenues on our leases are dependent on the ability of our gaming tenants to compete with other gaming operators.

The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of internet gaming, sports betting and other forms of gaming in the U.S.

6 unchanged sentences

Consistent with how our Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting ) reviews and assesses our financial performance, we have two reportable segments, GLP Capital, L.P.

(a wholly-owned subsidiary of GLPI through which GLPI owns substantially all of its real estate assets) ("GLP Capital") and the TRS Segment.

(a consolidated subsidiary of GLPI through which GLPI owns substantially all of its real estate assets) ("GLP Capital") and the TRS Segment.

The GLP Capital reportable segment consists of the leased real property and represents the majority of our business.

The TRS Segment consists of Hollywood Casino Perryville, Hollywood Casino Baton Rouge and Tropicana Las Vegas.

Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8—Financial Statements and Supplementary Data—Note 19—Segment Information" for further information with respect to the Company's segments.

The TRS Segment consists of Hollywood Casino Perryville (until July 1, 2021, as the operations of this property were sold to Penn and subsequent to this date includes the rental income from the Perryville Lease) and Hollywood Casino Baton Rouge (until December 17, 2021, as the operations of this property were sold to Casino Queen) as well as the real estate of Tropicana Las Vegas.

See "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8—Financial Statements and Supplementary Data—Note 19—Segment Information" for further information with respect to the Company's segments.

Information about our Executive Officers

41 unchanged sentences

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company, elected to treat Tropicana LV, LLC as a TRS.

Finally, in advance of our UPREIT transaction discussed below, the Company elected GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.

10 unchanged sentences

A "C corporation" is a corporation that generally is required to pay tax at the corporate level.

Double taxation means taxation once at the corporate level when income is earned and once again at the shareholder level when the income is distributed.

Double taxation means taxation once at the corporate level when income is earned and once again at the shareholder level when the net earnings and profits are distributed as dividends.

In general, the income that we generate is taxed only at the shareholder level upon a distribution of dividends to our shareholders.

13 unchanged sentences

• The earnings of our TRS Segment will generally be subject to U.S.

federal, state and corporate income tax.

federal, state and corporate income tax, and then the REIT will be required to include in our distribution tests, any dividends received from the TRS.

In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, gross receipts and other taxes on our assets and operations.

3 unchanged sentences

(1) that is managed by one or more trustees or directors;

the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

(2) the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of

beneficial interest;

(3) that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;

1 unchanged sentence

(5) the beneficial ownership of which is held by 100 or more persons;

in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include specified tax-exempt entities);

(6) in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is

owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include specified tax-

exempt entities);

(7) that meets other tests described below, including with respect to the nature of its income and assets.

15 unchanged sentences

These subsidiaries, therefore, will not be subject to federal corporate income taxation, although they may be subject to state and local taxation.

During 2021, we had one qualified REIT subsidiary for most of the year, which elected to become a TRS in December 2021.

Taxable REIT Subsidiaries

19 unchanged sentences

• Rents received from a tenant will not qualify as "rents from real property" in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a "Related Party Tenant").

However, rental payments from a taxable REIT subsidiary will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the taxable REIT subsidiary if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the taxable REIT subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section 856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied.

However, rental payments from a TRS will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the TRS if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section

856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied.

• Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent exceeds 15% of the total rent received under the lease.

• The REIT generally must not operate or manage the property or furnish or render services to tenants, except through an "independent contractor" who is adequately compensated and from whom the REIT derives no income, or through a taxable REIT subsidiary.

The "independent contractor" requirement, however, does not apply to the extent the services provided by the REIT are "usually or customarily rendered" in connection with the rental of space for occupancy only, and are not otherwise considered "rendered to the occupant." In addition, a de minimis rule applies with respect to non-customary services.

Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as "rents from real property." A taxable REIT subsidiary may provide services (including noncustomary services) to a REIT’s tenants without "tainting" any of the rental income received by the REIT, and will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.

Specifically, if the value of the non-customary service income with respect to a property (valued at no less than 150% of the direct costs of performing such services) is 1% or less of the total income derived from the property, then all rental income except the non-customary service income will qualify as "rents from real property." A TRS may provide services (including noncustomary services) to a REIT’s tenants without "tainting" any of the rental income received by the REIT, and will be able to manage or operate properties for third parties and generally engage in other activities unrelated to real estate.

We do not anticipate receiving rent that is based in whole or in part on the income or profits of any person (except by reason of being based on a fixed percentage or percentages of gross receipts or sales consistent with the rules described above).

3 unchanged sentences

We may receive certain types of income that will not qualify under the 75% or 95% gross income tests.

In particular, dividends received from a taxable REIT subsidiary will not qualify under the 75% test.

In particular, dividends received from a TRS will not qualify under the 75% test.

We believe, however, that the aggregate amount of such items and other non-qualifying income in any taxable year will not cause GLPI to exceed the limits on non-qualifying income under either the 75% or 95% gross income tests.

12 unchanged sentences

government securities, and, under some circumstances, stock or debt instruments purchased with new capital.

For this purpose, real estate assets include interests in real property (such as land, buildings, leasehold interest in real property and, for taxable years that began or after January 1, 2016, personal property leased with real property if the rents attributable to the personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or on interests in real property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years that began on or after January 1, 2016, debt instruments issued by publicly offered REITs.

January 1, 2016, debt instruments issued by publicly offered REITs.

Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.

64 unchanged sentences

It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief.

2021 GLP Holdings Operating Asset Sales, TRS Merger, and E&P Purging Distribution

On December 17, 2021, we completed our sale of the membership interests of Louisiana Casino Cruises, LLC to a third-party operator and tenant, which was preceded by its conversion from a C corporation and transfer of the real property assets to GLP Holdings, Inc.

During June of 2021, we had previously completed a similar transaction with the membership interests of Penn Cecil Maryland, LLC.

On December 23, 2021, GLP Holdings, Inc.

was merged with and into GLP Capital, L.P.

in a transaction which was intended to be treated as a tax-free liquidation of GLP Holdings, Inc., a TRS, into the REIT.

The result of such transaction was intended to wind up GLP Holdings, Inc.

after its taxable sale of the operating assets and have the REIT receive the real property assets in a carryover basis transaction for income tax purposes prior to the completion of the UPREIT Transaction discussed below.

As a result of the tax-free nature of the transaction, the REIT inherited all of GLP Holdings, Inc.'s C corporation earnings and profits earned while it was a TRS.

Under Section 857 of the Code, as of the close of the taxable year, a REIT must not have earnings and profits which were accumulated in any non-REIT year, so the REIT was required to distribute any GLP Holdings, Inc.

earnings and profits which had accumulated prior to its merger with GLP Capital, L.P.

The Company’s Board of Directors declared a special earnings and profits cash dividend of $0.24 per share of its common stock payable on January 7, 2022 to shareholders of record on December 27, 2021.

We believe that in accordance with Code Section 857(b)(9), such dividend will be treated as having been paid by the REIT and received by the REIT shareholders on or prior to December 31, 2021 to the extent it was treated as satisfying the REIT’s requirements to purge any earnings and profits from a non-REIT year.

2021 UPREIT Transaction

On December 29, 2021, we completed a transaction with Cordish whereby they contributed certain real property assets into GLP Capital, L.P.

(our operating partnership, or the “OP”) in exchange for newly issued partnership interests in the OP.

As a result of the contribution, the OP became treated as a regarded partnership for income tax purposes, with the REIT being deemed to contribute substantially all of the assets and liabilities of the REIT in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the “UPREIT Transaction”).

Prior to this transaction, the OP had been wholly owned by the REIT and another entity wholly owned by the REIT and disregarded for income tax purposes, making the OP disregarded as separate from the REIT.

The structure of the transaction is intended to allow the REIT to still receive rents from real property on a passthrough basis from the OP, and it will continue to own an interest in real property through its ownership of the OP partnership interests as its sole asset.

Based on this, we believe that the UPREIT Transaction will not impact our ability to meet the requirements of the REIT asset, income, and distribution tests described above.

Legislative or Other Actions Affecting REITs

1 unchanged sentence

federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time.

The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and interpretations.

The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and

interpretations.

Changes to the U.S.

4 unchanged sentences

federal income taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017.

In addition to reducing corporate and individual income tax rates, the Tax Cuts and Jobs Act eliminates or restricts various deductions that, along with other provisions, may change the way that we calculate our REIT taxable income and our TRSs' taxable income.

Significant provisions of the Tax Cuts and Jobs Act that investors should be aware of include provisions that:

5 unchanged sentences

We have not yet elected out of the new interest expense limitation.

The effect of the Tax Cuts and Jobs Act is highly uncertain, both in terms of its direct effect on the taxation of holders of our common stock and its indirect effect on the value of our assets or market conditions generally.

Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.

2 unchanged sentences

Gaming laws also may be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on gaming industry participants as well as to enhance economic development and tourism.

To accomplish these public policy goals, gaming laws establish

procedures to ensure that participants in the gaming industry, including landlords and other suppliers, meet certain standards of character and fitness.

To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry, including landlords and other suppliers, meet certain standards of character and fitness.

In addition, gaming laws require gaming industry participants to:

9 unchanged sentences

(1) our ownership and operation of the TRS Properties;

(2) our ownership of land and buildings in which gaming activities are operated by third party tenants pursuant to long-term leases;

(2) our ownership of land and buildings in which gaming activities are operated by third party tenants pursuant to long-term

and (3) the operations of our gaming tenants.

Our ownership and operation of the TRS Properties subject GLPI, its subsidiaries and its officers and directors to the jurisdiction of the gaming regulatory agencies in Louisiana and Maryland.

Further, many gaming and racing regulatory agencies in the jurisdictions in which our gaming tenants operate require GLPI and its affiliates to maintain a license as a key business entity, principal affiliate, business entity, qualifier, operator or supplier because of its status as landlord, including Colorado, Illinois, Indiana, Massachusetts, Mississippi, Missouri, New Jersey, Ohio and Pennsylvania.

Our historical ownership and operation of the TRS Properties subjected GLPI, its subsidiaries and its officers and directors to the jurisdiction of the gaming regulatory agencies in Louisiana and Maryland.

Further, many gaming and racing regulatory agencies in the jurisdictions in which our gaming tenants operate require GLPI and its affiliates to maintain a license as a key business entity, principal affiliate, business entity, qualifier, operator or supplier because of its status as landlord, including Colorado, Delaware, Illinois, Indiana, Massachusetts, Mississippi, Missouri, New Jersey, Ohio and Pennsylvania.

Our businesses and those operated by our tenants are subject to various federal, state and local laws and regulations in addition to gaming regulations.

2 unchanged sentences

Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

We have comprehensive liability, property and business interruption insurance at our TRS Properties.

We have comprehensive liability, property and business interruption insurance covering our business.

In regards to our properties subject to triple-net leases, the lease agreements require our tenants to procure and maintain their own comprehensive liability, property and business interruption insurance policies, including protection for our insurable interests as the landlord.

9 unchanged sentences

Certain of these laws have been interpreted to provide for joint and several liability unless the harm is divisible and there is a reasonable basis for allocation of responsibility.

We also may be liable under certain of these laws for

damage that occurred prior to our ownership of a property or at a site where we or our tenants sent wastes for disposal.

We also may be liable under certain of these laws for damage that occurred prior to our ownership of a property or at a site where we or our tenants sent wastes for disposal.

The failure to properly remediate a property could result in fines or sanctions and may also adversely affect our ability to lease, sell or rent the property or to borrow funds using the property as collateral.

2 unchanged sentences

We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties.

Pursuant to the Penn Master Lease and a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to environmental liabilities arising from the businesses and operations of Penn's real property holdings prior to the Spin-Off (other than any liability arising from or relating to the operation or ownership of the TRS Properties and except to the extent first discovered after the end of the term of the Penn Master Lease) was retained by Penn and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses arising from or relating to such environmental liabilities.

Similarly, pursuant to a Separation and Distribution Agreement originally between Pinnacle's operating company and GLPI (as successor to Pinnacle Entertainment), any liability arising from or relating to environmental liabilities arising from the business and operations of Pinnacle's real property holdings prior to the Company's acquisition of the majority of Pinnacle's real property assets (except to the extent first discovered after the end of the term of the Amended Pinnacle Master Lease) was retained by Pinnacle and Pinnacle will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses arising from or relating to such environmental liabilities.

Pursuant to the Penn Master Lease and a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to environmental liabilities arising from the businesses and operations of Penn's real property holdings prior to the Spin-Off (other than any liability arising from or relating to the operation or ownership of the TRS Properties and except to the extent first discovered after the end of the term of the Penn Master Lease) was retained by Penn and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any losses arising from or relating to such environmental liabilities.

Similarly, pursuant to a Separation and Distribution Agreement originally between Pinnacle's operating company and GLPI (as successor to Pinnacle Entertainment), any liability arising from or relating to environmental liabilities arising from the business and operations of Pinnacle's real property holdings prior to the Company's acquisition of the majority of Pinnacle's real property assets (except to the extent first discovered after the end of the term of the Amended Pinnacle Master Lease) was retained by Pinnacle and Pinnacle will indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any losses arising from or relating to such environmental liabilities.

Effective October 15, 2018, Penn assumed all obligations of Pinnacle pursuant to a merger of Pinnacle with and into a subsidiary of Penn.

1 unchanged sentence

Moreover, even if we ultimately succeed in recovering from Penn any amounts for which we are held liable, we may be temporarily required to bear these losses.

Corporate Responsibility at GLPI

We believe that environmental and community stewardship is an integral component of growing shareholder value and we are committed to fostering a corporate culture that encourages and seeks the betterment of the Company and the communities in which we operate or conduct business.

With this in mind, we endeavor to integrate environmental, social and governance (ESG) practices that create long-term economic value for our shareholders, employees and other constituents.

We have initiated an ESG strategy to further understand the environmental impact of our leased properties, as well as an undertaking of Greenhouse Gas inventory at our own corporate headquarters.

Corporate Responsibility and Environmental, Social, Governance (ESG)

At GLPI, we believe that environmental and community stewardship is an integral component of growing shareholder value.

With this in mind, we endeavor to integrate ESG practices to create long-term economic value for our shareholders, employees and other constituents that will have lasting, positive impacts on all stakeholders.

We are committed to fostering a corporate culture that encourages and seeks the betterment of GLPI and its employees, as well as, the engagement and betterment of those communities in which we conduct business and where our properties are located.

To achieve these goals, we are committed to continued improvement and institutionalization of our ESG initiatives.

Our Nominating and Corporate Governance Committee (the “ Committee ”) has direct oversight of ESG matters, which are discussed thoughtfully at each meeting of the Committee and reported to our Board of Directors.

The Company recently implemented the following key policies :

Charitable Contribution Matching Policy

Corporate Volunteering Policy

Vendor Code of Conduct

Diversity, Equity, and Inclusion (DEI).

We recognize the importance of diverse representation throughout our organization.

We believe that maintaining and promoting a diverse and inclusive workplace where every employee feels valued and respected is essential for organizational growth.

As such, we are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work.

In 2020, the Company implemented its Inclusive Workplace Policy.

All GLPI employees and the Company’s Board of Directors are required to complete diversity and inclusion training.

We seek to hire and retain highly talented employees and empower those employees to create value for our shareholders.

We adhere to equal employment policies in our employee and board recruitment and selection process.

We employ, train and refresh our employees in accordance with our nondiscriminatory, inclusive practices and policies implemented to prevent discrimination and protect our employees, customers and stakeholders from offensive and harmful behaviors.

Our continued commitment to DEI is further evidenced by the Company’s expansion of its Board of Directors to include more diverse representation, backgrounds and viewpoints.

As of December 31, 2021, 59% of our workforce is female and 41% is male, with our Board of Directors being 25% female.

Tenant Engagement.

Fostering a strong channel of communication with our tenants is an important component in establishing long-term, successful relationships critical to the success of our business.

In 2021, we formalized our tenant engagement initiative through our Tenant Partnership Program.

Through the Tenant Partnership Program, we have been able to discuss the importance of utility data collection and sharing to aid in the compilation of our Scope III emissions and have implemented certain green lease provisions with respect to data collection.

Additionally, to enhance our tenant experience, we circulated a Tenant Satisfaction Survey in the second quarter of 2021 to encourage meaningful dialogue with our tenants to better understand those issues that are important to their business.

Environmental Sustainability.

We are committed to conducting our business in an environmentally conscious manner to uphold our responsibility as a corporate citizen, including through enhanced transparency and continued improvement in our ESG reporting and disclosure.

We strive to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company.

We promote sustainable practices and environmental stewardship throughout the organization, with a particular emphasis on energy efficiency, recycling, indoor environmental quality and environmental awareness.

We are committed to the promotion of greater environmental awareness among our employees.

In furtherance to our commitment to transparency, we published our first standalone ESG disclosure available on our website.

To learn more about our ESG efforts, please visit the ESG section of our Investor Relations site.

The information at our website shall not be deemed incorporated by reference in this Annual Report on Form 10-K.

In 2021, we initiated an ESG strategy designed, in part, to better understand the environmental impact and risks of our leased properties.

Also in 2021, we successfully conducted a Greenhouse Gas (GHG) inventory of our Scope 1 and 2 emissions

at our corporate headquarters.

We have also implemented green lease provisions in several of our leases and through lease amendments with certain of our tenants.

In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers to perform Phase I Environmental Site Assessments as part of our acquisition process.

The leased properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each gaming operator is ultimately responsible for maintaining the buildings, including controlling its energy usage and the implementation of environmentally sustainable practices.

We are committed to promoting awareness, influencing and engaging with our tenants where possible, regarding sustainability practices and environmentally beneficial energy solutions.

We are committed through our tenant engagement initiatives to promoting awareness, influencing and engaging with our tenants where possible, regarding sustainability practices and environmentally beneficial energy solutions.

Many of our tenants have implemented similar efficiency and conservation measures in recent capital expenditure projects, including cost-saving indoor and outdoor LED lighting retrofits, installation of guest room occupancy-based thermostats, building management systems upgrades, and installation of electronic vehicle charging stations.

Recognizing that sustainability is a journey, we are committed to continuous improvement and will strive to engage and communicate with our key stakeholders as we make progress on our ESG stewardship.

Recognizing that sustainability is a journey, we are committed to continuous improvement and will strive to engage and communicate with our key stakeholders regarding our ESG stewardship.

Further, we are committed to developing initiatives to address and mitigate those environmental risks within our control and supporting our tenants to do the same.

Human Capital

As of December 31, 2021, we had 17 full and part time employees.

Substantially all of these employees are employed at Hollywood Casino Baton Rouge and Hollywood Casino Perryville.

We strive to maintain a corporate work environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company.

We offer, among other things, competitive and balanced compensation programs on par with those of our peers and competitors that include well-rounded healthcare, prescription drug and disability insurance benefits for our employees and their families, participation in a 401(k) plan, with a matching contribution by the Company, competitive paid time-off benefits, a parental leave program that applies to both women and men and an employee assistance plan that provides professional support, access to special programs and certain resources to our employees experiencing personal, work, financial or family related issues.

1 unchanged sentence

We devote substantial efforts to retaining, motivating and supporting our employees by providing access to such benefits and opportunities as tuition reimbursement, professional development reimbursement and internal growth and advancement.

We created a Leadership Academy to cultivate management and leadership skills to empower our employees to succeed.

We view providing our employees with a healthy and safe working environment as essential.

Our goal is to reduce the potential for injury or illness by maintaining safe working conditions, such as providing proper tools and training to all employees.

Our corporate headquarters and Hollywood Casino Baton Rouge and Hollywood Casino Perryville are smoke-free environments.

Our corporate headquarters is a smoke-free environment.

Additionally, we offer resources to our employees to encourage healthy habits, such as tobacco cessation and health coaches for those employees with certain chronic conditions, including but not limited to diabetes and asthma.

We also believe that maintaining and promoting a diverse and inclusive workplace where every employee feels valued and respected is essential for us to grow as a company.

As such, we are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work.

We seek to hire and retain highly talented employees and empower those employees to create value for our shareholders.

In our employee recruitment and selection process and operation of our business, we adhere to equal employment policies and provide annual trainings on diversity and inclusion.

We recognize and respect the freedom of employees to exercise their lawful rights and free association and collective bargaining.

Certain of our employees at Hollywood Casino Perryville are currently represented by labor unions.

The Seafarers Entertainment and Allied Trade Union represents 129 of our employees under an agreement that expires in January 2032.

Additionally, United Industrial Service Transportation Professional and Government Workers of North America and Local No.

27 United Food and Commercial Workers represent certain employees under collective bargaining agreements that expire in 2021 and 2033, respectively, neither of which represents more than 50 of our employees at Hollywood Casino Perryville.

We value the relationships we have with not only those employees but their representation as well.

We believe our relations with its employees are good.

We are committed to upholding human dignity and equal opportunity under the principles outlined in the United Nations Declaration of Human Rights.

This is formalized and evidenced by our Code of Business Conduct and our Vendor Code of Conduct.

Available Information

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business