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Additionally, the fact that we must distribute 90% of our net taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance acquisitions.
−Removed: As a result, if debt or equity financing is not available on acceptable terms, further acquisitions might be limited or curtailed and completing proposed acquisitions may be adversely impacted.
+Added: As a result, if debt or equity financing is not available on acceptable terms, further acquisitions might be limited or curtailed and completing
+Added: proposed acquisitions may be adversely impacted.
Furthermore, fluctuations in the price of our common stock may impact our ability to finance additional acquisitions through the issuance of common stock and/or cause significant dilution.
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Expansion of internet gaming and sports betting in other jurisdictions may compete with our traditional operations, which could have an adverse impact on our business and result of operations.
−Removed: The operations of our tenants in our leased facilities are subject to disruptions or reduced patronage as a result of severe weather conditions, changing climate conditions, natural disasters and other casualty events.
+Added: The operations of our tenants in our leased facilities are subject to disruptions or reduced patronage as a result of severe weather conditions, changing climate conditions, natural disasters and other casualty events, terrorist attacks or other acts of violence.
Because many of our facilities are located on or adjacent to bodies of water, they are subject to risks in addition to those associated with land-based facilities, including loss of service due to casualty, forces of nature, mechanical failure, extended or extraordinary maintenance, flood, hurricane or other severe weather and climate conditions.
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consequently, a casualty that leads to the loss of use of a casino facility subject to our leases for an extended period may negatively impact our revenues.
−Removed: COVID-19 has had, and may continue to have, a significant impact on our tenants' financial conditions and operations.
−Removed: In December 2019, a new strain of novel coronavirus, COVID-19, was reported in China and shortly thereafter spread across the globe.
−Removed: This global pandemic outbreak led to unprecedented responses by federal, state and local officials.
−Removed: Certain responses have included mandates from authorities requiring temporary closures of or imposed limitations on the operations of many businesses in the attempt to mitigate the spread of infections.
−Removed: Unemployment levels rose sharply and economic activity levels declined dramatically as a result.
−Removed: The United States government implemented various significant aid packages to support the economy and credit markets to combat these declines.
−Removed: Our TRS Properties and our tenants' casino operations were forced to close temporarily in mid-March through various dates into May and June 2020.
−Removed: Even though most of our properties recommenced operations to encouraging results, including certain locations where earnings were higher than the corresponding period in the prior year, it is uncertain whether these strong results will continue in future periods, particularly with the widespread increases in COVID-19 cases throughout the United States as a result of the Delta variant of COVID-19, which began to spread globally in the first half of 2021, and the more recent Omicron variant detected in November 2021, which appears to be the most transmissible variant to date.
−Removed: Although rent payments continue to be paid by our tenants, the temporary closures may result in lower variable rent reset amounts for the Penn Master Lease which resets in 2023.
−Removed: Despite a recent decline in cases, hospitalizations and deaths in large portions of the United States, mask mandates, social distancing, travel restrictions and stay-at-home orders could be reinstated.
−Removed: The ultimate impact of COVID-19 and its
−Removed: variants on us is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including the duration of the pandemic, continued emergence of new strains of COVID-19, the effectiveness of vaccines and therapeutics over time against current and future strains of COVID-19, additional or modified government actions, new information that will emerge concerning the severity and impact of COVID-19 and the actions taken to contain COVID-19 or address its impact in the short and long term, among others.
We face extensive regulation from gaming and other regulatory authorities.
The ownership, operation, and management of gaming and racing facilities are subject to pervasive regulation.
−Removed: These regulations impact both our historical ownership and operation of the TRS Properties and the operations of our gaming tenants.
−Removed: Our historical ownership and operation of the TRS Properties subjected us, our officers, directors and shareholders to the jurisdiction of the gaming regulatory agencies in Louisiana and Maryland.
−Removed: Further, many gaming and racing regulatory agencies in the jurisdictions in which our tenants operate require GLPI, its affiliates and certain officers and directors to maintain licenses as a key business entity, principal affiliate, business entity qualifier, operator, supplier or key person because of GLPI's status as landlord.
+Added: These regulations impact both GLPI and the operations of our gaming tenants.
+Added: Many gaming and racing regulatory agencies in the jurisdictions in which our tenants operate require GLPI, its affiliates and certain officers and directors to maintain licenses as a key business entity, principal affiliate, business entity qualifier, operator, supplier or key person because of GLPI's status as landlord.
For GLPI to maintain such licenses in good standing, certain of GLPI's officers and directors are also required to maintain licenses or a finding of suitability.
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Some jurisdictions may also limit the number of gaming licenses or gaming facilities in which a person may hold an ownership or a controlling interest.
−Removed: Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.
+Added: Subject to certain regulations and administrative proceeding requirements, the gaming regulators have the authority to deny any
+Added: application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.
Additionally, substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our subsidiaries must be reported to and in some cases approved by gaming authorities in advance of the transaction.
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In addition, we may be unable to achieve our desired return on our investments in new or adjacent asset classes.
+Added: COVID-19 has had, and may continue to have, a significant impact on our tenants' financial conditions and operations.
+Added: In December 2019, a new strain of novel coronavirus, COVID-19, was reported in China and shortly thereafter spread across the globe.
+Added: This global pandemic outbreak led to unprecedented responses by federal, state and local officials.
+Added: Certain responses included mandates from authorities requiring temporary closures of or imposed limitations on the operations of many businesses in the attempt to mitigate the spread of infections.
+Added: Unemployment levels rose sharply and economic activity levels declined dramatically as a result.
+Added: The United States government implemented various significant aid packages to support the economy and credit markets to combat these declines.
+Added: Our TRS Properties and our tenants' casino operations were forced to close temporarily in mid-March of 2020 through various dates into May and June 2020.
+Added: Even though most of our properties recommenced operations to encouraging results, including certain locations where earnings were higher than the corresponding period prior to COVID-19, it is uncertain whether these strong results will continue in future periods.
+Added: The ultimate impact of COVID-19 and its variants on us is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including the continued emergence of new strains of COVID-19, the effectiveness of vaccines and therapeutics over time against current and future strains of COVID-19, additional or modified government actions, new information that will emerge concerning the severity and impact of COVID-19 and the actions taken to contain COVID-19 or address its impact in the short and long term, among others.
Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of our company.
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GLPI's charter, with certain exceptions, authorizes the Board of Directors to take such actions as are necessary and desirable to preserve GLPI's qualification as a REIT.
−Removed: GLPI's charter also provides that, subject to certain exceptions approved
−Removed: by the Board of Directors, no person may beneficially or constructively own more than 7% in value or in number, whichever is more restrictive, of GLPI's outstanding shares of all classes and series of stock.
−Removed: The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals or entities to be constructively owned by one individual or entity.
+Added: GLPI's charter also provides that, subject to certain exceptions approved by the Board of Directors, no person may beneficially or constructively own more than 7% in value or in number, whichever is more restrictive, of GLPI's outstanding shares of all classes and series of stock.
+Added: The constructive ownership rules are complex
+Added: and may cause shares of stock owned directly or constructively by a group of related individuals or entities to be constructively owned by one individual or entity.
These ownership limits could delay or prevent a transaction or a change in control of GLPI that might involve a premium price for shares of GLPI stock or otherwise be in the best interests of GLPI shareholders.
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Pennsylvania law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our shareholders from realizing a premium on their stock.
−Removed: Our charter and bylaws, in addition to Pennsylvania law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirors to negotiate with our Board of Directors rather than to attempt a hostile takeover.
+Added: Our charter and bylaws, in addition to Pennsylvania law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover.
Our charter and bylaws, among other things (i) permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock, which may have rights senior to those of the common stock;
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We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal.
−Removed: These provisions are not intended to make GLPI immune from takeovers or to prevent a
−Removed: transaction from occurring.
−Removed: However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board of Directors determines is not in the best interests of GLPI.
+Added: These provisions are not intended to make GLPI immune from takeovers or to prevent a transaction from occurring.
+Added: However, these provisions will apply even if the offer may be considered beneficial by some
+Added: shareholders and could delay or prevent an acquisition that our Board of Directors determines is not in the best interests of GLPI.
These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
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In addition, even if damage to our properties is covered by insurance, a disruption of our or our tenant's business caused by a casualty event may result in the loss of business or tenants.
−Removed: The business interruption insurance we or our tenant's carry may not fully compensate us for the loss of business or tenants due to an interruption caused by a casualty event.
+Added: The business interruption insurance our tenant's carry may not fully compensate us for the loss of business of our tenants due to an interruption caused by a casualty event.
A disruption in the financial markets may make it more difficult to evaluate the stability, net assets and capitalization of insurance companies and any insurer's ability to meet its claim payment obligations.
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A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems;
−Removed: result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;
−Removed: result in our inability to monitor our compliance with the rules and regulations
−Removed: regarding our qualification as a REIT;
+Added: result in misstated financial reports, violations of loan
+Added: covenants and/or missed reporting deadlines;
+Added: result in our inability to monitor our compliance with the rules and regulations regarding our qualification as a REIT;
result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
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or damage our reputation among our tenants and investors generally.
+Added: If our tenants fail to detect fraud or theft, including by our tenants’ users and employees, our tenants, and, therefore, our reputation may suffer which could harm our tenants, and, therefore, our brand and reputation and negatively impact our tenants, and therefore, our business, financial condition and results of operations and can subject us to investigations and litigation .
+Added: Our tenants may incur losses from various types of financial fraud, including use of stolen or fraudulent credit card data, claims of unauthorized payments by a user and attempted payments by users with insufficient funds.
+Added: Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts.
+Added: Under current credit card practices, our tenants may be liable for use of funds on their products with fraudulent credit card data, even if the associated financial institution approved the credit card transaction.
+Added: Acts of fraud may involve various tactics, including collusion.
+Added: Successful exploitation of our tenants' systems could have negative effects on their product offerings, services and user experience and could harm their reputation.
+Added: Failure to discover such acts or schemes in a timely manner could result in harm to their operations.
+Added: In addition, negative publicity related to such schemes could have an adverse effect on their reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and prospects.
+Added: We cannot guarantee that any of our tenants’ measures to detect and reduce the occurrence of fraudulent or other malicious activity on our offerings will be effective or will scale efficiently with our tenants business.
+Added: Our tenants’ failure to adequately detect or prevent fraudulent transactions could harm our tenants’, and, therefore, our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our tenants, and, therefore, our business, financial condition and results of operations.
Risk Factors Relating to our Status as a REIT
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federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in computing our taxable income.
−Removed: Any resulting corporate liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of our common stock.
+Added: Any resulting corporate liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an
+Added: adverse impact on the value of our common stock.
Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.
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Furthermore, our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis.
−Removed: Our ability to satisfy the asset
−Removed: tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.
−Removed: In addition, subject to certain exceptions, rents received or accrued by us from our tenants will not be treated as qualifying rent for purposes of these requirements if we or an actual or constructive owner of 10% or more of our stock actually or constructively owns 10% or more of the total combined voting power of all classes of such respective tenant's stock entitled to vote or 10% or more of the total value of such respective tenants stock.
+Added: Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.
+Added: In addition, subject to certain exceptions, rents received or accrued by us from our tenants will not be treated as qualifying rent for purposes of these requirements if we or an actual or constructive owner of 10% or more of our stock actually or constructively owns 10% or more of the total combined voting power of all classes of such respective tenant's stock entitled to vote or 10% or more of the total value of such respective tenant's stock.
Our charter provides for restrictions on ownership and transfer of our shares of stock, including restrictions on such ownership or transfer that would cause the rents received or accrued by us from our tenants, to be treated as non-qualifying rent for purposes of the REIT gross income requirements.
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federal corporate income tax on our undistributed net taxable income.
−Removed: In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S.
+Added: In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum
+Added: amount specified under U.S.
federal income tax laws.
−Removed: We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.
+Added: We intend to make distributions to our shareholders to comply with the REIT requirements of the Code and to avoid the imposition of corporate income tax or the 4% excise tax.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
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federal, state, and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes.
−Removed: For example, we held certain of our assets and conducted related activities through TRS subsidiary corporations that were subject to
−Removed: federal, state, and local corporate-level income taxes as regular C corporations as well as state and local gaming taxes.
+Added: For example, we may hold certain of our assets and conduct related activities through TRS subsidiary corporations that are subject to federal, state, and local corporate-level income taxes as regular C corporations as well as state and local gaming taxes.
In addition, we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm's-length basis.
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In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs.
+Added: Lastly, no more than 25% of the value of our total assets can be represented by unsecured debt of publicly traded REITs.
If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.
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Income from certain hedging transactions that we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or from transactions to manage risk of currency fluctuations with respect to any item of income or gain that satisfy the REIT gross income tests (including gain from the termination of such a transaction) does not constitute "gross income" for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met.
−Removed: To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests.
−Removed: As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS.
−Removed: This could increase the cost of our hedging activities because the TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates that we would otherwise want to bear.
+Added: To the extent that we enter into other types of hedging transactions or fail to properly identify such transactions as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests.
+Added: As a result of these rules, we may be required to limit our use of advantageous hedging techniques or
+Added: implement those hedges through a TRS.
+Added: This could increase the cost of our hedging activities because the TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.
In addition, losses in the TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS.
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As of December 31, 2022, we had approximately $6.1 billion in long-term indebtedness, net of unamortized debt issuance costs, bond premiums and original issuance discounts, consisting of:
−Removed: • $424.0 million of total indebtedness outstanding under our senior unsecured credit facility (the "Amended Credit Facility");
• $6,175.0 million of outstanding senior unsecured notes;
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Increased indebtedness may also limit our ability to adjust rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels and/or borrowing costs.
−Removed: Increased future debt service obligations may limit our operational
−Removed: flexibility, including our ability to acquire properties, finance or refinance our properties, contribute properties to joint ventures or sell properties as needed.
+Added: Increased future debt service obligations may limit our operational flexibility, including our ability to acquire properties, finance or refinance our properties, contribute properties to joint ventures or sell properties as needed.
If we incur additional indebtedness or such other obligations, the risks associated with our leverage, including our possible inability to service our debt, may increase.
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Our shareholders may be subject to significant dilution caused by the additional issuance of equity securities.
−Removed: If and when additional funds are raised through the issuance of equity securities, including under our "at the market" offering program relating to our common stock (the "ATM Program") or in connection with future acquisitions, our shareholders may experience significant dilution.
+Added: If and when additional funds are raised through the issuance of equity securities, including under our "at the market" offering program relating to our common stock or in connection with future acquisitions, our shareholders may experience significant dilution.
Additionally, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock, make it more difficult for our shareholders to sell their GLPI common stock at a time and price that they deem appropriate and impair our future ability to raise capital through an offering of our equity securities.
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Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which may adversely affect the market price of our common stock.
−Removed: The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to our Amended Credit Facility and our Term Loan A-2.
−Removed: Both of these debt instruments are indexed to LIBOR which is expected to be phased out between December 31, 2021 through June 30, 2023.
−Removed: The discontinuance of LIBOR would affect our interest expense and earnings.
−Removed: The borrowings under our Amended Credit Facility will be subject to the expected LIBOR transition.
−Removed: LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”).
−Removed: We are currently monitoring the transition and cannot be certain whether SOFR will become the standard rate for our variable rate debt.
+Added: The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under our $1.75 billion revolving credit facility (the "Initial Revolving Credit Facility").
+Added: This debt instrument is indexed to SOFR.
Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position or results of operations.
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Covenants that limit our operational flexibility as well as defaults under our debt instruments could have a material adverse effect on our business, financial position or results of operations.
−Removed: Risk Factors Relating to Our Acquisition of Penn, Pinnacle and Tropicana's Gaming Properties
+Added: Risk Factors Relating to Our Acquisition of Pinnacle and Tropicana's Gaming Properties
Our recourse against Tropicana, including for any breaches under the Amended Real Estate Purchase Agreement or the Tropicana Merger Agreement, is limited.
As is customary for a public company target in a merger and acquisition transaction, Tropicana has no obligation to indemnify us or Caesars for any breaches of its representations and warranties or covenants included in the Tropicana Merger Agreement and the Amended Real Estate Purchase Agreement, or for any pre-closing liabilities or claims.
−Removed: While we have certain arrangements in place with Caesars in connection with certain limited pre-closing liabilities, if any issues arise post-closing (other than as provided for in the Amended and Restated Caesars Master Lease), we may not be entitled to sufficient, or
−Removed: any, indemnification or recourse from Tropicana or Caesars, which could have a materially adverse impact on our business and results of operations.
+Added: While we have certain arrangements in place with Caesars in connection with certain limited pre-closing liabilities, if any issues arise post-closing (other than as provided for in the Second Amended and Restated Caesars Master Lease), we may not be entitled to sufficient, or any, indemnification or recourse from Tropicana or Caesars, which could have a materially adverse impact on our business and results of operations.
PENN has contractual obligations to indemnify us for certain liabilities , including liabilities as successor in interest to Pinnacle.
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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.