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Item 7. Management’s Discussion and Analysis

2024-02-27 compared with 2023-02-23 · 225 added, 230 removed, 437 unchanged (51% of the section changed)

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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 the TRS Properties and then spun-off GLPI to holders of PENN's common and preferred stock in the Spin-Off.

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

The Company elected on its U.S.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and the Company, together with an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and the Company, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

(d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc.

(d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" effective on the first day of the first taxable year of GLPI as a REIT.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a “taxable REIT subsidiary”.

Further, as partial consideration for the transactions with Cordish described below, GLP Capital issued 7,366,683 newly-issued OP Units to affiliates of Cordish.

(d/b/a Hollywood Casino Perryville) as a TRS effective on the first day of the first taxable year of GLPI as a REIT.

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, 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.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and leased the real estate to PENN pursuant to a standalone lease.

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to Casino Queen and leased the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below.

On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales.

In 2021, subsequent to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc.

was merged into GLP Capital.

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a TRS.

In September 2022, Bally's acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas.

GLPI retained ownership of the land and entered into a ground lease with Bally's.

In connection with this transaction, Tropicana LV, LLC was merged

into GLP Capital.

GLPI paid a special earnings and profit dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

In connection with the UPREIT Transaction with Cordish, GLP Capital issued 7,366,683 newly-issued OP Units to affiliates of Cordish.

OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.

In advance of the UPREIT Transaction being consummated, the Company, along with GLP Financing II, jointly elected for GLP Financing II, Inc.

Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish.

In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc.

jointly elected for GLP Financing II, Inc.

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

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, under the PENN Master Lease.

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

In 2021, as a result of the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc.

was merged into GLP Capital.

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Biloxi and Bally's Tiverton.

There were 7,653,326 OP Units outstanding as of December 31, 2023.

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

As of December 31, 2022, GLPI's portfolio consisted of interests in 57 gaming and related facilities, which was comprised of 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, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 7 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish and the real property associated with 2 gaming and related facilities operated by Casino Queen.

These facilities, including our corporate headquarters building, are

geographically diversified across 17 states and contain approximately 27.8 million square feet.

As of December 31, 2023, GLPI's portfolio consisted of interests in 61 gaming and related facilities, which was comprised of the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 9 gaming and related facilities operated by Bally's, the real property associated with 3 gaming and related facilities operated by Cordish and the real property associated with 4 gaming and related facilities operated by Casino Queen and 1 gaming facility under construction that upon opening is intended to be managed by Hard Rock.

These facilities, including our corporate headquarters building, are geographically diversified across 18 states and contain approximately 28.7 million square feet.

As of December 31, 2023, our properties were 100% occupied.

These figures do not include the January 3, 2023 acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton which added 2.4 million of property square feet, and diversified the Company into Rhode Island.

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

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.

See Note 12 for further details regarding such renewal options.

Additionally, see Note 18 for additional information related to the creation of a new master lease with PENN.

PENN 2023 Master Lease and Amended 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 the Original PENN Master Lease.

The Original PENN Master Lease was a triple-net operating lease, the term of which was scheduled to expire on 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.

On October 10, 2022, the Company announced that it agreed to create the PENN 2023 Master Lease for seven of PENN's properties.

The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the new master lease.

The PENN 2023 Master Lease became effective on January 1, 2023.

Pursuant to this agreement, the Amended PENN Master Lease was also created to remove PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada.

The properties removed from the Original Penn Master Lease were added to the PENN 2023 Master Lease.

In addition, the Meadows Lease and the Perryville Lease were terminated and these properties were transferred into the PENN 2023 Master Lease.

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, the construction of a hotel at Hollywood Casino Columbus, and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

The terms of the PENN 2023 Master Lease and the Amended PENN Master Lease are substantially similar to the Original PENN Master Lease with the following key differences:

• The PENN 2023 Master Lease is cross-defaulted and co-terminus with the Amended PENN Master Lease.

• The rent for the PENN 2023 Master Lease is $232.2 million in base rent with fixed annual escalation of 1.50%, with the first escalation occurring on November 1, 2023.

• The rent for the Amended 2023 PENN Master Lease was adjusted to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent.

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

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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 Meadows Lease

The real estate assets of the Meadows Racetrack and Casino are leased to PENN pursuant to 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.

As described in Note 18, the Meadows Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Second Amended and Restated Caesars Master Lease

Third 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 and certain of its affiliates pursuant to the Amended Real Estate Purchase Agreement.

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Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

and a wholly-owned subsidiary of Caesars and leased the GLP Assets from the Company pursuant to the terms of the Caesars Master Lease.

On June 15, 2020, the Company entered into 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 years, 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, Waterloo, 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.

(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 the Caesars Master Lease.

On June 15, 2020, the Company entered into 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 and annual building base rent, (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 years, 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 Trop Casino 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, Waterloo, 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 Trop Casino 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 of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which were received on July 23, 2020.

On December 18, 2020, the Company and Caesars entered into the Second Amended and Restated Caesars Master Lease in connection with the completion of 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.

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.

The Exchange Agreement also 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 and the annual land component were increased.

On November 13, 2023, the Company and Caesars entered into the Third Amended and Restated Caesars Master Lease in connection with Caesars selling its interest in the Belle of Baton Rouge to Casino Queen with no change in rent obligation to the Company.

See Note 12 for further discussion.

Horseshoe St.

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Louis property terminated and the loan became unsecured.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Horseshoe St.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of Horseshoe St.

Louis property in satisfaction of the CZR loan.

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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.

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

The real estate assets of these two facilities were added to 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.

Rent under the Bally's Master Lease is subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

On April 1, 2022, the Company completed the previously announced acquisition from Bally's of the land and real estate assets of Bally's three Black Hawk Casinos in Black Hawk, Colorado and Bally's Quad Cities Casino & Hotel in Rock Island, Illinois for $150 million in total consideration.

These properties were added to the existing Bally's Master Lease and the initial annual rent was increased by $12 million and is subject to the escalation clauses described above.

On January 3, 2023, the Company completed its previously announced acquisition of the real property assets of Bally's

Tiverton in Tiverton, Rhode Island and Bally's Biloxi in Biloxi, Mississippi for $635 million in consideration, inclusive of $15 million in the form of OP Units.

These properties were added to the Company's Master Lease with Bally's.

The initial rent for the lease was increased by $48.5 million on an annualized basis, subject to escalation clauses described above.

In connection with the closing, a $200 million deposit funded by GLPI in September 2022 was returned to the Company along with a $9.0 million transaction fee that will be recorded against the purchase price of the assets acquired.

On April 1, 2022 and January 3, 2023, the Company completed the acquisitions of real estate assets of Bally's Biloxi, Bally's Tiverton, Bally's Black Hawk, and Bally's Quad Cities.

These properties were added to the existing Bally's Master Lease with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, a deposit of $200.0 million funded by GLPI in September 2022 was returned to the Company along with a $9.0 million transaction fee that was recorded against the purchase price of the assets acquired.

Concurrent with the closing, GLPI borrowed $600 million under its previously structured delayed draw term loan.

GLPI continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln in Lincoln, RI prior to December 31, 2024 for a purchase price of $771 million and additional rent of $58.8 million.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort prior to December 31, 2026 for a purchase price of $771.0 million and additional rent of $58.8 million.

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 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.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas Hotel and Casino, Inc.

for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, which resulted in a pre-tax gain of $67.4 million.

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) with initial annual rent of $10.5 million subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to CPI meeting a 0.5% threshold.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, which resulted in a pre-tax gain of $67.4 million, $52.8 million after-tax.

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) with rent subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to the CPI

meeting a 0.5% threshold.

The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

On May 13, 2023 the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics, which owns the Team, entered into the LOI setting forth the terms for developing the Stadium.

The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre Tropicana Site, owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease.

The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium.

The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents.

Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site.

The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities.

GLPI is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium.

The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent.

GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances.

In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

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 utilized by PENN in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of PENN pursuant to the Morgantown Lease 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 subject to escalation provisions following the opening of the property.

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

In lease years two and three, rent increased by 1.5% annually (and on a prorated basis for the remainder of the lease year in which the gaming facility opened) for each of the following three lease years and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) 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 (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

Hollywood Casino Morgantown opened on December 22, 2021.

Casino Queen Master Lease

Third Amended and Restated Casino Queen Master Lease

On November 25, 2020, the Company entered into a definitive agreement with respect to the HCBR transaction.

The HCBR 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 the Casino Queen Master Lease.

The initial annual cash rent is approximately $21.4 million and the lease has an initial term of 15 years with four 5 year renewal options exercisable by the tenant.

The HCBR transaction closed on December 17, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into the Second Amended and Restated Casino Queen Master Lease.

The lease has an initial term of 15 years with four 5 year renewal options exercisable by the tenant on the same terms and conditions.

See Note 12 for a discussion regarding such renewal options.

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

Annual rent increases 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 landside development project that is in process and the rent under the 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 until December 2023.

Finally, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which was previously fully impaired in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net during 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 and the real estate assets of the Hollywood Casino Perryville are being leased to PENN pursuant to the Perryville Lease.

A pre-tax gain of $15.6 million ($11.3 million after tax) was recorded during the year ended December 31, 2021 in connection with the sale of the operating assets to PENN.

As described in Note 18, the Perryville Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million.

The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million on September 6, 2023.

The annual rent on the Second Amended and Restated Casino Queen Master Lease was increased by $2.7 million for this acquisition.

Additionally, the Company anticipates funding certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $12.5 million.

The rent will be adjusted to reflect a yield of 8.25% for the funded project costs.

The Company entered into the Third Amended and Restated Casino Queen Master Lease on November 13, 2023.

Maryland Live!

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Casino & Hotel Philadelphia, and Live!

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

Casino Pittsburgh, including applicable long-term ground

leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs, at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

On December 29, 2021, GLPI closed the acquisition of the Live!

Casino & Hotel Maryland transaction and GLPI entered into the Maryland Live!

Casino & Hotel Maryland and GLPI entered into the Maryland Live!

On March 1, 2022, GLPI closed the acquisition of the Live!

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Lease each have initial lease terms of 39 years, with maximum terms of 60 years inclusive of tenant renewal options.

The annual rent for the Maryland Live!

Lease is $75 million and the Pennsylvania Live!

Master Lease is $50 million.

Both leases have a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The majority of our earnings are the result of revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish and Caesars.

Additionally, we have rental revenue from the Casino Queen Master Lease which is also a triple net lease.

The annual rent for both leases has a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL, that upon opening is intended to be managed by Hard Rock, from an affiliate of 815 Entertainment.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease with 815 Entertainment.

The initial annual rent for the Rockford Lease is subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term.

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via the Rockford Loan.

Any borrowings under the Rockford Loan will be subject to an interest rate of 10%.

The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension).

The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL, which is expected in September 2024.

The Rockford Loan advances are subject to typical construction lending terms and conditions.

As of December 31, 2023, $40 million was advanced and outstanding under the Rockford Loan.

Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.

The majority of our earnings are the result of revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish, Casino Queen and Caesars.

In addition to rent, the tenants are required to pay the following executory costs:

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We expect that our geographic diversification will limit the effect of a decline in any one regional market on our overall performance.

These figures do not include the January 3, 2023 acquisition of Bally's Biloxi and Bally's Tiverton real property assets which added 2.4 million of property square feet, and 55.3 acres of land and diversified the Company into Rhode Island.

Financially Secure Tenants

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Furthermore, our tenants' results since they have reopened has been strong and in some cases better than prior to COVID-19, due to their increased focus on cost efficiencies and decreasing and/or eliminating lower margin amenities.

For instance, the rent coverage ratios on all of our leases except for the Meadows Lease have increased at September 30, 2022 compared to pre-COVID-19 levels at December 31, 2019.

For instance, the rent coverage ratios on all of our leases have increased compared to pre-COVID-19 levels at December 31, 2019.

Although we are unable to predict whether these results will continue, we believe that our assets should generate substantial cash flows well into the future for both ourselves and our tenants.

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Segment Information

Due to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, the Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

The operating results of the Company's real estate investments are reviewed in the aggregate, by the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

Due to the sale of the operations of the TRS Properties, the Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

As such, as of January 1, 2022, the Company has one reportable segment.

The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements by the Chief Executive Officer, who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

Executive Summary

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Total income from real estate increased by $128.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Current results benefited from the additions and/or full year impact of the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, Bally's Master Lease, the Casino Queen Master Lease, the Perryville Lease and the Tropicana Las Vegas Lease which in the aggregate increased cash rental income by $156.6 million.

Current year results also benefited by $12.4 million from full escalations being incurred on the PENN Master Lease, the Amended Pinnacle Master Lease, the Boyd Master Lease, the Bally's Master Lease and the Belterra Park Lease.

The Company also recognized accretion of $19.4 million on its Investment in leases, financing receivables and had higher ground rent revenue gross ups of $14.4 million compared to the prior year due primarily from the additions of the Maryland Live!

Lease and the Bally's Master Lease.

Finally, the Company had higher percentage rents of $1.0 million due primarily to strong performance at its tenants properties upon reopening from the COVID-19 mandated closures which negatively impacted the 2020 variable rent resets for certain leases.

• Gaming, food, beverage and other revenue decreased by $109.7 million for the year ended December 31, 2022, as compared to the prior year due to the sale of the operations of the Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

• Total operating expenses decreased by $92.8 million for the year ended December 31, 2022, as compared to the prior year.

Gains from dispositions of property increased $45.7 million compared to the prior year due to the sale of of the Tropicana Las Vegas building to Bally's that closed on September 26, 2022 which resulted in a gain of $67.4 million.

Gains from dispositions of property for the year ended December 31, 2021 included gains of $22.4 million attributable to the sale of operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge.

The sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge led to a $53.0 million decline in gaming, food, beverage and other expense as well as a $9.9 million reduction in general and administrative expenses due to the sales partially offset by higher acquisition expenses, payroll and benefit expenses, insurance costs as well as increased stock based compensation charges.

During the year ended December 31, 2022, the Company recorded non-cash provision for credit losses, net of $6.9 million compared to provisions for credit losses, net of $8.2 million for the year ended December 31, 2021.

The Company incurred higher depreciation expense of $2.3 million due to its recent acquisitions.

Finally, the Company incurred higher land rights and ground lease expense of $11.7 million due to higher ground lease rents paid by our tenants due to the acquisition of the real estate of Maryland Live!

Hotel & Casino and Pittsburgh Live!

Casino, which both have ground leases and higher land right amortization due to a partial donation of leased land that occurred in the first quarter of 2022 as well as the full year impact of the June 3, 2021 acquisition of Tropicana Evansville.

• Other expenses, net increased by $30.2 million for the year ended December 31, 2022, as compared to the prior year, primarily due to higher interest expense associated with the increased borrowings to fund our recent acquisitions.

• Income tax expense decreased by $11.3 million for the year ended December 31, 2022 as compared to the prior year primarily due to the year over year variances associated with the sale of the Tropicana Las Vegas building to Bally's in 2022 compared with the prior year income tax expense associated with the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge.

Current results benefited from the additions to, and/or the full year impact of the Bally's Master Lease, the Pennsylvania Live!

Master Lease, the Tropicana Lease, the Third Amended and Restated Casino Queen Master Lease, and the Rockford Lease and Rockford Loan, which in the aggregate increased cash income by $74.2 million.

Current year results also benefited by $15.3 million from escalations on our leases.

The Company also recognized favorable straight line rent adjustments of $35.6 million compared to the corresponding period in the prior year, as well as higher accretion of $3.6 million on its Investment in leases, financing receivables.

Finally, the Company had higher ground rent income of $1.3 million due primarily to the additions to the Bally's Master Lease.

Partially offsetting these favorable variances, was a $1.3 million decline in percentage rent.

• Total operating expenses increased by $89.9 million for the year ended December 31, 2023, as compared to the prior year.

The reason for the increase was due to a decline in gains from dispositions of property of $67.5 million compared to the prior year due to the sale of the Tropicana Las Vegas building to Bally's in 2022, a $24.2 million increase in depreciation expense due to our recent acquisitions and a $5.1 million increase in general and administrative expenses due primarily from transaction related costs that did not qualify for capitalization as well as higher stock based compensation charges due to higher valuations on the Company's equity awards.

Partially offsetting these increases was a property transfer tax recovery of $2.2 million in the current year compared to an impairment charge of $3.3 million in 2022, as well as lower land rights and ground lease expense of $0.9 million and lower provision for credit losses of $0.4 million.

• Other expenses, net increased by $1.8 million for the year ended December 31, 2023, as compared to the prior year.

The increase was due to higher borrowing levels that partially funded our recent acquisitions, partially offset by an increase in interest income.

• Income tax expense decreased by $15.1 million for the year ended December 31, 2023 as compared to the prior year The reason for the decrease was primarily due to the taxes incurred on the gain on the sale of the building at Tropicana Las Vegas in 2022.

• Net income increased by $52.1 million for the year ended December 31, 2023, as compared to the prior year, primarily due to the variances explained above.

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Currently, we have master leases with PENN, Caesars, Bally's, Boyd, Cordish and Casino Queen.

We also have separate single property leases with PENN, Caesars, Boyd and Cordish.

We also have separate single property leases with PENN, Caesars, Boyd, Cordish and 815 Entertainment.

The accounting guidance under ASC 842 is complex and requires the use of judgments and assumptions by management to determine the proper accounting treatment of a lease.

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5) Specialized nature - The underlying asset is of such specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the underlying leased assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise all renewal options (in order to determine the lease term), the estimated remaining economic

life of the leased assets, and an allocation of rental income received under our Master Leases to the underlying leased assets.

The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the underlying leased assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise some or all renewal options (in order to determine the lease term), the estimated remaining economic life of the leased assets, and an allocation of rental income received under our Master Leases to the underlying leased assets.

A slight change in estimate or judgment can result in a materially different financial statement presentation and income recognition method.

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In cases whereby control has not transferred to the Company, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 "Receivables".

The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales type under ASC 842.

We have concluded that each of the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease are required to be accounted for as an Investment in leases - financing receivable on our Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP.

The accounting for the financing receivable

under ASC 310 is materially consistent with the accounting for our investments in leases - sales type under ASC 842.

We have concluded that certain of our leases are required to be accounted for as an Investment in leases - financing receivable on our Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP.

Allowance for credit losses

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investments in leases - financing receivables.

We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance.

This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding Investment in leases, financing receivable balance.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our Investments in lease - financing receivable.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD for this financing receivable.

The PD and LGD are estimated during the initial term of the lease.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivables.

Management will monitor the credit risk related to its financing receivables by obtaining the rent coverage on the Maryland Live!

Lease and Pennsylvania Live!

Master Lease on a periodic basis.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD.

The PD and LGD are estimated during the initial term of the instruments subject to CECL.

The PD and LGD estimates were developed using current financial condition forecasts.

Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivable, on our Consolidated Balance Sheets.

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period.

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

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements

imposed by the Code relating to matters such as operating results, asset holdings, distribution levels, and diversity of stock ownership.

As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our shareholders.

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• We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

• Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for the majority of our revenue.

• The risks related to economic conditions, including uncertainty related to COVID-19, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine) and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

• Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.

• The risks related to economic conditions, including stress in the banking sector, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine as well as conflicts in the Middle East) and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants as outlined in the long-term triple-net leases with these tenants.

• The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.

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• Our leases contain variable rent that resets on varying schedules depending on the lease.

The portion of our cash rents that are variable represented approximately 11.7% of full year cash rental income for the year ended December 31, 2022.

However, given our recent amendment to the PENN Master Lease and our January 2023 transaction with Bally's, both of which are described more fully in Note 18, we expect this percentage to decline to approximately 5.3% in 2023.

The Company's percentage rent which is subject to adjustment was 5.3% of total cash rent in 2023 compared to 11.7% in 2022.

The consolidated results of operations for the years ended December 31, 2023 and 2022 are summarized below:

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non-cash adjustments to financing lease liabilities;

impairment charges;

property transfer tax recoveries and impairment charges;

straight-line rent adjustments;

(gains) or losses on sales of operations, net of tax;

losses on debt extinguishment;

and provision for credit losses, net, reduced by maintenance capital expenditures.

and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures.

Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net;

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(gains) or losses from dispositions of property, net of tax;

(gains) or losses on sales of operations, net of tax;

stock based compensation expense;

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non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

impairment charges;

losses on debt extinguishment;

and provision for credit losses, net.

and provision (benefit) for credit losses, net.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP.

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Stock based compensation 22,873 20,427

Gains on sale of operations, net of tax — (3,560)

Losses on debt extinguishment 556 2,189

Impairment loss on land 3,298 —

Property transfer tax recoveries and impairment charges (2,187) 3,298

Provision for credit losses, net 6,461 6,898

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(1) Such amortization is a non-cash component included in interest, net.

(2) Current year amounts exclude the non-cash interest expense gross up related to the ground lease for the Maryland Live!

(2) Amounts exclude the non-cash interest expense gross up related to the ground lease for the Maryland Live!

Net income, FFO, AFFO, and Adjusted EBITDA were $755.4 million, $1,015.8 million, $1,006.8 million and $1,307.1 million, respectively, for the year ended December 31, 2023.

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The increase in net income was primarily driven by a $128.7 million increase in income from real estate as explained below.

In addition, we had lower operating expenses of $92.8 million that are also discussed below.

These benefits were partially offset by a reduction of $109.7 million in gaming, food, beverage and other revenues resulting from the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021, higher interest expense of $26.3 million due to our increased borrowings to partially fund our recent acquisitions and lower income tax expense of $11.3 million.

The income tax variance was due primarily from the sale of the Tropicana Las Vegas building to Bally's in 2022 as

compared to income tax expenses on the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

This was partially offset by higher operating expenses of $89.9 million that are also discussed below.

The Company also incurred lower income tax expense of $15.1 million for the year ended December 31, 2023 due primarily from the sale of the Tropicana Las Vegas building to Bally's in 2022.

The increases in FFO for the year ended December 31, 2023 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.

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$ 1,286,358 $ 1,173,376 $ 112,982 9.6 %

Income from Investment in leases, financing receivables 138,309 — 138,309 N/A

Income from Investment in leases, financing receivables 152,990 138,309 14,681 10.6 %

Interest income from real estate loans

1,044 — 1,044 N/A

Total income from real estate 1,440,392 1,311,685 128,707 9.8 %

Gaming, food, beverage and other

— 109,693 (109,693) (100.0) %

Total revenues $ 1,311,685 $ 1,216,351 $ 95,334 7.8 %

Total income from real estate

Total income from real estate increased $128.7 million, or 9.8%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Current results benefited from the additions and/or full year impact of the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, the Bally's Master Lease, the Casino Queen Master Lease, the Perryville Lease and the Tropicana Las Vegas Lease which in the aggregate increased cash rental income by $156.6 million.

The Company also recognized accretion of $19.4 million on its Investment in leases, financing receivables.

The Company also had higher ground rent revenue gross ups of $14.4 million compared to the prior year due primarily from the additions of the Maryland Live!

Lease and the Bally's Master Lease.

Finally, the Company had higher percentage rents of $1.0 million due primarily to strong performance at its tenants' properties upon reopening from the COVID-19 mandated closures, which negatively impacted the 2020 variable rent resets for certain leases.

Current results benefited from the additions to, and/or the full year impact of the the Bally's Master Lease, the Pennsylvania Live!

Master Lease, the Tropicana Lease, the Third Amended and Restated Casino Queen Master Lease, and the Rockford Lease and Rockford Loan which in the aggregate increased cash income by $74.2 million.

Current year results also benefited by $15.3 million from escalations on our leases.

Finally, the Company had higher ground rent income of $1.3 million due primarily to the additions to the Bally's Master Lease.

Partially offsetting these favorable variances was a $1.3 million decline in percentage rent.

Details of the Company's income from real estate for the year ended December 31, 2023 and December 31, 2022 were as follows (in thousands):

Year Ended December 31, 2022 Building base rent Land base rent Percentage rent Total cash income Straight line rent Ground rent in revenue Accretion on financing leases Other rental revenue Total rental income

Year Ended December 31, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent adjustments Ground rent in revenue Accretion on financing leases Total income from real estate

Amended Penn Master Lease $ 208,889 $ 43,035 $ 29,977 $ — $ 281,901 $ (7,610) $ 2,304 $ — $ 276,595

PENN 2023 Master Lease 232,750 — (312) — 232,438 25,388 — — 257,826

Amended Pinnacle Master Lease 239,532 71,256 28,655 — 339,443 7,432 8,255 — 355,130

PENN Meadows Lease 15,811 — 8,824 24,635 2,289 — — 589 27,513

PENN Morgantown Lease — 3,092 — — 3,092 — — — 3,092

PENN Perryville Lease 5,871 1,943 — 7,814 196 — — — 8,010

Caesars Master Lease 63,493 23,729 — — 87,222 9,378 1,449 — 98,049

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Tropicana Las Vegas Lease — 10,555 — — 10,555 — — — 10,555

Rockford Lease — 2,711 — — 2,711 — — 645 3,356

Rockford Loan — — — 1,044 1,044 — — — 1,044

Total $ 1,103,493 $ 168,058 $ 70,472 $ 1,044 $ 1,343,067 $ 39,881 $ 34,388 $ 23,056 $ 1,440,392

Year Ended December 31, 2021 Building base rent Land base rent Percentage rent Total cash income Straight line rent Ground rent in revenue Other rental revenue Total rental income

PENN Master Lease $ 285,944 $ 93,969 $ 97,423 $ 477,336 $ (11,700) $ 2,495 $ — $ — $ 468,131

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PENN Meadows Lease 15,811 — 8,824 24,635 2,289 — — 589 27,513

Penn Morgantown — 3,000 — 3,000 — — — 3,000

Penn Perryville 2,914 971 — 3,885 120 — — 4,005

PENN Morgantown Lease — 3,047 — 3,047 — — — — 3,047

PENN Perryville Lease 5,871 1,943 — 7,814 196 — — — 8,010

Caesars Master Lease 62,709 23,729 — 86,438 10,162 1,512 — — 98,112

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Bally's Master Lease 49,598 — — 49,598 — 9,603 — — 59,201

Maryland Live!

Lease 75,000 — — 75,000 — 8,521 12,569 — 96,090

Pennsylvania Live!

Master Lease 41,667 — — 41,667 — 1,001 6,873 — 49,541

Casino Queen Master Lease 22,122 — — 22,122 442 — — — 22,564

Tropicana Las Vegas Lease — 2,771 — 2,771 — — — — 2,771

Total $ 897,666 $ 210,394 $ 146,266 $ 1,254,326 $ 4,294 $ 33,034 $ 19,442 $ 589 $ 1,311,685

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The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.

Gaming, food, beverage and other revenue

Gaming, food, beverage and other revenue decreased by $109.7 million for the year ended December 31, 2022, as compared to the prior year due to the sale of the operations of Hollywood Casino Perryville on July 1, 2021 and Hollywood Casino Baton Rouge on December 17, 2021.

Operating Expenses

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2023 2022 Variance Variance

Gaming, food, beverage and other $ — $ 53,039 $ (53,039) (100.0) %

Land rights and ground lease expense $ 48,116 $ 49,048 $ (932) (1.9) %

General and administrative 56,450 51,319 5,131 10.0 %

(Gains) losses from disposition of properties (67,481) (21,751) (45,730) 210.2 %

Impairment charge on land 3,298 — 3,298 N/A

Gains from disposition of properties (22) (67,481) 67,459 (100.0) %

Property transfer tax recovery and impairment charge (2,187) 3,298 (5,485) (166.3) %

Depreciation 262,870 238,688 24,182 10.1 %

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Total operating expenses $ 371,688 $ 281,770 $ 89,918 31.9 %

Gaming, food, beverage and other expense

Gaming, food, beverage and other expense decreased by approximately $53.0 million, or 100.0%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

As previously discussed, the Company sold the operations of Hollywood Casino Perryville and the operations of Hollywood Casino Baton Rouge in 2021.

Land rights and ground lease expense

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.

Land rights and ground lease expense increased by $11.7 million, or 31.2%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily from higher rent expense due to the acquisition of the real estate of Maryland Live!

Hotel & Casino and Pittsburgh Live!

Casino, which both have ground leases, higher land right amortization due to the acquisition of Tropicana Evansville on June 3, 2021, and a $2.7 million accelerated write-off due to a partial donation of leased land which occurred during 2022.

Land rights and ground lease expense decreased by $0.9 million, or 1.9%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The year ended December 31, 2022 had a $2.7 million accelerated write-off due to a partial donation of leased land which was partially offset by higher rent expense due to the acquisition of additional real estate assets that have ground leases.

General and administrative expense

General and administrative expenses include items such as compensation costs (including stock-based compensation awards), professional services and costs associated with development activities.

General and administrative expenses decreased by $9.9 million, or 16.2%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

The reason for the decline was primarily due to the sale of the operations of Hollywood Casino Perryville on July 1, 2021 and Hollywood Casino Baton Rouge on December 17, 2021 which was partially offset by higher bonus expense and stock based compensation charges due to improved performance and higher valuations on the Company's equity awards as well as transaction related costs that did not qualify for capitalization.

General and administrative expenses increased by $5.1 million, or 10.0%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The reason for the increase was due primarily from transaction related costs that did not qualify for capitalization as well as higher stock based compensation charges due to higher valuations on the Company's equity awards.

Gains from dispositions of property

Gains from dispositions of property totaled $67.5 million and $21.8 million for the year ended December 31, 2022 and December 31, 2021, respectively.

The year ended December 31, 2022 included a pre-tax gain of $67.4 million on the sale of the Tropicana Las Vegas building to Bally's.

The year ended December 31, 2021 included the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge that resulted in a combined pre-tax gain of $22.4 million.

Impairment charge on land

During 2022, the Company entered into an agreement and completed the sale of excess land for approximately $3.5 million that had a carrying value of $6.8 million and as such the Company recorded an impairment charge for the year ended December 31, 2022.

Gains from dispositions of property totaled $67.5 million for the year ended December 31, 2022 which was a result of the $67.4 million pre-tax gain on the sale of the Tropicana Las Vegas building to Bally's.

Property transfer tax recovery and impairment charge

For the year ended December 31, 2023, the Company recorded a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

During the corresponding period in the prior year, the Company completed the sale of excess land for approximately $3.5 million that had a carrying value of $6.8 million and as such the Company recorded an impairment charge for the year ended December 31, 2022.

Depreciation expense

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Provision for credit losses, net

For the year ended December 31, 2022, the Company recorded a $6.9 million provision for credit losses on the Maryland Live!

Lease and Pennsylvania Live!

Master Lease as compared to the year ended December 31, 2021 when the Company recorded a $12.2 million provision for credit losses on the Maryland Live!

Additionally, the Company recorded a $4 million recovery during the year ended December 31, 2021 for a payment received from Casino Queen in full satisfaction of a loan that was previously fully impaired.

The Company recorded an initial allowance of $32.3 million on the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

During the year ended December 31, 2022, the Company received an updated earnings forecast from its tenant for the properties comprising both the Maryland Live!

For the year ended December 31, 2023, the Company recorded a $6.5 million provision for credit losses as compared to a $6.9 million provision in the corresponding period in the prior year.

The primary reason for the current year provision was related to the initial provision of $6.2 million on the Rockford Lease and the Rockford Loan and related loan commitment.

During 2022, the Company recorded an initial provision of $32.3 million on the Pennsylvania Live!

Master Lease which was

originated on March 1, 2022.

However, this initial provision was partially offset due to improved performance and updated earnings forecast from its tenant for the properties comprising both the Maryland Live!

Lease and the Pennsylvania Live!

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Interest income 12,607 1,905 10,702 561.8 %

Insurance gain — 3,500 (3,500) (100.0) %

Losses on debt extinguishment (2,189) — (2,189) NA

Losses on debt extinguishment (556) (2,189) 1,633 (74.6) %

Total other expenses $ (311,337) $ (309,575) $ (1,762) 0.6 %

1 unchanged sentence

For the year ended December 31, 2023, the Company's interest expense increased by $14.1 million as compared to the corresponding period in the prior year.

The increase was due to the issuance of additional unsecured senior notes that partially funded our recent acquisitions.

The increase was due to higher borrowing levels that partially funded our recent acquisitions.

See Note 10 for additional information.

Insurance gain

For the year ended December 31, 2021, the Company recognized insurance gains of $3.5 million due to an insurance claim related to the temporary closures of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2020 related to COVID-19.

Interest income

Interest income for the year ended December 31, 2023 increased by $10.7 million due to higher cash balances and market interest rates in the current year.

Our income tax expense decreased $15.1 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

During the year ended December 31, 2023, we had income tax expense of approximately $2.0 million, compared to income tax expense of $17.1 million during the year ended December 31, 2022.

The reason for the decrease was primarily due to the taxes incurred on the gain on the sale of the building at Tropicana Las Vegas in 2022 compared to the taxes incurred on the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge in 2021.

The reason for the decrease was primarily due to the taxes incurred on the gain on the sale of the building at Tropicana Las Vegas in 2022.

Net income attributable to noncontrolling interest in the Operating Partnership

As partial consideration for the Cordish transactions related to the Maryland Live!

Lease and Pennsylvania Live!

Master Lease, the Company's operating partnership issued OP Units to affiliates of Cordish.

As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units.

OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.

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Net cash provided by operating activities was $1,009.4 million and $920.1 million during the years ended December 31, 2023 and 2022, respectively.

The increase in net cash provided by operating activities of $116.3 million for the year ended December 31, 2022 as compared to the prior year was primarily due to an increase in cash receipts from customers of $60.9 million along with decreases in cash paid to employees of $16.4 million, cash paid for operating expenses of $57.3 million partially offset by an increase in cash paid for interest and cash paid for taxes of $12.6 million and $3.4 million, respectively.

The increase in cash receipts collected from our customers for the year ended December 31, 2022, as compared to the corresponding period in the prior year, was due to the additions of the Maryland Live!

Lease, the Pennsylvania Live!

Master Lease, the Casino Queen Master Lease, the Bally's Master Lease, and the Perryville Lease and full escalations being incurred on the Amended Pinnacle Master Lease, the Boyd Master Lease, the Belterra Park Lease and the PENN Master Lease less the impact from the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge which also led to the decline in cash paid for operating expenses.

The increase in net cash provided by operating activities of $89.2 million for the year ended December 31, 2023 as compared to the prior year was primarily due to an increase in cash receipts from customers of $88.1 million along with decreases in cash paid for taxes of $19.3 million and an increase in interest income of $10.7 million, partially offset by increases in cash paid for interest and cash paid for operating expenses of $23.9 million and $5.5 million, respectively.

The increase in cash receipts collected from our customers for the year ended December 31, 2023, as compared to the corresponding period in the prior year, was due to the additions to and/or the full year impact of the Bally's Master Lease,

the Third Amended and Restated Casino Queen Master Lease, the Pennsylvania Live!

Master Lease, the Rockford Lease and Rockford Loan and the Tropicana Lease as well as escalations incurred on our leases.

Investing activities used net cash of $650.8 million and $354.5 million during the years ended December 31, 2023 and 2022, respectively.

Net cash used in investing activities during the year ended December 31, 2022 consisted primarily of $129.1 million for the acquisition of the real estate assets contained within the Pennsylvania Live!

Master Lease which was accounted for as an Investment in lease, financing receivables, $200 million for a deposit payment for our recently announced transaction with Bally's, $150.1 million for the acquisition of the real estate assets of Bally's Black Hawk, CO and Rock Island, IL properties which were added to the Bally's Master Lease, and capital expenditures equal to $24.0 million, partially offset by the proceeds of $145.2 million from the sale of the Company's building at Tropicana Las Vegas and the sale of excess land for $3.5 million.

Net cash used in investing activities during the year ended December 31, 2021 consisted of $487.5 million for the acquisition of real estate assets in the Bally's acquisitions and $592.2 million for the acquisition of the real estate assets of Maryland Live!

which was accounted for as an investment in lease, financing receivable.

The Company also incurred capital expenditures of $16.2 million, partially offset by the net proceeds received for the sale of the operations of Hollywood Casino Perryville to PENN of $30.8 million, proceeds from the sale of the operations of Hollywood Casino Baton Rouge to Casino Queen of $28.2 million, a loan loss recovery of $4.0 million, and proceeds from the sale of property of $2.1 million.

Financing activities used net cash of $1,051.2 million during the year ended December 31, 2022 and provided net cash of $443.1 million during the year ended December 31, 2021.

Net cash used in investing activities during the year ended December 31, 2023 consisted primarily of $412.3 million for the acquisition of the real estate assets of Bally's Tiverton, RI and Hard Rock Biloxi, MS properties (which was net of the $200 million deposit paid in the prior year) which were added to the Bally's Master Lease, $32.7 million and $1.8 million for the acquisition of the real estate assets of the Casino Queen Marquette, IA and two building assets at the Belle of Baton Rouge properties, respectively, which were added to the Third Amended and Restated Casino Queen Master Lease, and $7.6 million and $8.7 million for land in Joliet, IL and Aurora, IL, respectively.

The Company also incurred capital expenditures equal to $47.4 million for the development project at Hollywood Casino Baton Rouge.

The Company also acquired land for $100.2 million associated with the Rockford Lease which was accounted for as an Investment in lease, financing receivables and $40.0 million in fundings for the Rockford Loan.

Net cash used in investing activities during the year ended December 31, 2022 consisted primarily of $129.0 million for the acquisition of the real estate assets included in the Pennsylvania Live!

Master Lease which was accounted for as an Investment in lease, financing receivables, $200 million for a deposit payment for the Bally's Tiverton, RI and Hard Rock Biloxi, MS real estate acquisitions previously discussed, $150.1 million for the acquisition of the real estate assets of Bally's Black Hawk, CO and Rock Island, IL properties which were added to the Bally's Master Lease, and capital expenditures equal to $24.0 million, partially offset by the proceeds of $145.2 million from the sale of the Company's building at Tropicana Las Vegas and the sale of excess land for $3.5 million.

Financing activities provided net cash of $86.4 million during the year ended December 31, 2023 and used net cash of $1,051.2 million during the year ended December 31, 2022.

Net cash provided by financing activities for the year ended December 31, 2023 was driven by $1,077.8 million of proceeds from the issuance of long-term debt and $469.2 million of net proceeds from the issuance of common stock.

This was offset by repayments of long term debt of $585.1 million, dividend payments of $834.0 million, non-controlling interest distributions of $24.1 million, financing costs of $4.0 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million.

Net cash used in financing activities for the year ended December 31, 2022 was driven by the repayment of long term debt of $1,271.1 million, dividend payments of $770.9 million, non-controlling interest distributions of $20.7 million, financing costs of $11.9 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $11.9 million.

These items were partially offset by $424.0 million of proceeds from the issuance of long-term debt and $611.3 million of net proceeds from the issuance of common stock.

Net cash provided by financing activities for the year ended December 31, 2021 was driven by $795.0 million of proceeds from the issuance of long-term debt and $662.3 million of net proceeds from the issuance of common stock, partially offset by the repayment of long term debt of $363.4 million related to the Maryland Live!

transaction, dividend payments of $633.9 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $9.9 million.

Capital Expenditures

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Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility.

The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs

incurred during the development period until the project is substantially complete and available for occupancy.

The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.

Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

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However, during the years ended December 31, 2023 and 2022, we incurred $47.4 million and $23.9 million, respectively, on capital project expenditures related to a landside development project at Hollywood Casino Baton Rouge.

Additionally, for the year ended December 31, 2021, $8.7 million was incurred on capital project expenditures related to an expansion at Casino Queen.

As described in Note 11, the Company has various funding commitments over the next several years with PENN, Bally's and Casino Queen to develop new casino projects or enhance existing facilities leased by these tenants.

The exact amounts and timing of these commitments can not be precisely determined, however the Company expects to fund up to $575 million to develop or enhance facilities leased to PENN under the PENN 2023 Master Lease, consisting of $225 million for the relocation of PENN's riverboat in Aurora, Illinois at a 7.75% cap rate and, if requested by PENN, up to $350 million for the relocation of the Hollywood Casino Joliet as well as the construction of hotels at Hollywood Casino Columbus and a second hotel tower at the M Resort Spa Casino at then current market rates if the funding is requested by PENN.

Additionally, the Company is expected to commit up to $175 million of funding for hard construction costs related to the development of a potential casino resort redevelopment envisioned at the Tropicana Site where the Stadium is intended to be constructed for the Athletics.

The Company has also committed to provide up to $150 million (of which $40 million was funded as of December 31, 2023) of development funding via the Rockford Loan.

Finally, the Company committed funding for certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $12.5 million.

Term Loan Credit Agreement

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GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Unused commitments under the Term Loan Credit Facility automatically terminate on August 31, 2023.

Unused commitments under the Term Loan Credit Facility automatically terminated on August 31, 2023.

Certain Covenants and Events of Default

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The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default.

The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder.

Senior Unsecured Credit Facility

The Company, through GLP Capital, historically had access to a senior unsecured credit facility (the "Amended Credit

Facility") consisting of a $1,175 million revolving credit facility and a $424 million Term Loan A-2 facility.

The Amended Credit Facility was scheduled to mature on May 21, 2023.

On May 13, 2022, GLP Capital terminated its Amended Credit Facility and entered into a credit agreement (the "Credit Agreement") providing for the Initial Revolving Credit Facility maturing in May 2026, plus two six-month extensions at GLP Capital's option.

GLP Capital was the primary obligor under the Amended Credit Facility, which was guaranteed by GLPI and GLP Capital is the primary obligor under the Credit Agreement, which is guaranteed by GLPI.

The Company recorded a debt extinguishment loss of $2.2 million in connection with this transaction.

On September 2, 2022, GLP Capital entered into Amendment No.

1 (the “Amendment”) to the Credit Agreement (as amended, the "Amended Credit Agreement") among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto.

Pursuant to the Credit Agreement, as amended by the Amendment, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver").

The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest,

material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder.

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for the Initial Revolving Credit Facility maturing in May 2026, plus two six-month extensions at GLP Capital's option.

GLP Capital is the primary obligor under the Credit Agreement, which was guaranteed by GLPI.

On September 2, 2022, GLP Capital entered into an amendment No.

Pursuant to the Amended Credit Agreement, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Amended Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver").

Loans under the Bridge Revolving Facility are subject to 1% amortization per annum.

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GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the Bridge Revolving Facility).

Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by December 31, 2024 are automatically re-allocated to the existing revolving facility under the Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.

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At December 31, 2023, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at December 31, 2022, the Company was contingently obligated under letters of credit issued pursuant to the Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2022.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Agreement.

Additionally, at December 31, 2023, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,749.6 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2023.

The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans.

Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%.

In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Credit Agreement from time to time.

The current facility fee rate is 0.25%.

The Credit Agreement is not subject

to interim amortization except with respect to the Bridge Revolving Facility.

GLP Capital is not required to repay any loans under the Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.

The Amended Credit Facility includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

The Amended Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility.

GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity except as set forth above with respect to the Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.

The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio.

In addition, GLPI is required to maintain a minimum tangible net worth and its status as a REIT.

GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults.

GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults.

The Amended Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Amended Credit Facility will enable the lenders under the Amended Credit Facility to accelerate the loans and terminate the commitments thereunder.

At December 31, 2022, the Company was in compliance with all required financial covenants under the Amended Credit Facility.

The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder.

At December 31, 2023, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At December 31, 2023, the Company had an outstanding balance of $6,075.0 million of senior unsecured notes (the "Senior Notes").

On December 13, 2021, the Company issued $800 million of 3.25% senior unsecured notes due January 2032 at an issue price equal to 99.376% of the principal amount.

The proceeds were used to partially finance the Company's acquisition of certain real estate assets in the Cordish transaction.

In the first quarter of 2020, the Company redeemed all $215.2 million aggregate principal amount of the Company’s outstanding 4.875% senior unsecured notes due in November 2020 and all $400 million aggregate principal amount of the Company’s outstanding 4.375% senior unsecured notes due in April 2021, incurring a loss on the early extinguishment of debt related to the redemption of $17.3 million, primarily for call premium charges and debt issuance write-offs.

On June 25, 2020, the Company issued $500 million of 4.00% senior unsecured notes due January 2031 at an issue price equal to 98.827% of the principal amount to repay indebtedness under its Revolver.

On August 18, 2020, the Company issued an additional $200 million of 4.00% senior unsecured notes due January 2031 at an issue price equal to 103.824% of the principal amount to repay Term Loan A-1 indebtedness, incurring a loss on the early extinguishment of debt of $0.8 million, related to debt issuance write-offs.

These bond offerings extended the maturities of our long-term debt.

On November 22, 2023, the Company issued $400 million of 6.75% senior unsecured notes due December 2033 at an issue price equal to 98.196% of the principal amount.

The Company plans to use the net proceeds for working capital and general corporate purposes, which may include the acquisition, development and improvement of properties, the repayment of indebtedness, capital expenditures and other general business purposes.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.

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The guarantees of GLPI are full and unconditional.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Facility, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

GLPI is not subject to any material or significant restrictions on its ability to obtain funds from its subsidiaries through dividends or loans or to transfer assets from such subsidiaries, except as provided by applicable law and the covenants listed below.

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To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement of $1.75 billion, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement of $1.75 billion and our ability to raise equity proceeds, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

In late December 2022, the Company refreshed its ATM capacity to $1 billion (the "2022 ATM Program").

As of December 31, 2022, the Company had $1 billion remaining for issuance under the 2022 ATM Program.

Additionally, the Company also entered into the Term Loan Credit Agreement for up to $600 million in funding which was accessed in connection with the January 3, 2023 acquisition of the real property assets of Bally's Tiverton and Bally's Biloxi.

In August 2022, the Company entered into a forward sale agreement (the "August 2022 Forward Sale Agreement"), for up to $105 million that will require settlement by August 19, 2023.

No amounts have been or will be recorded on the Company's balance sheet with respect to the August 2022 Forward Sale Agreement until settlement.

The Company settled the August 2022 Forward Sale Agreement in February 2023 and utilized the net proceeds of $64.6 million to partially fund the redemption of the $500 million, 5.375% Notes that were redeemed on February 12, 2023.

As of December 31, 2023, the Company had $593.6 million remaining for issuance under the 2022 ATM Program.

We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties.

If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program), issuance of additional OP Units, and/or debt offerings.

In addition, as described above, the Company redeemed its 5.375% Notes.

In addition, the Company intends to redeem its 3.350% Notes which are due in September 2024.

Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis