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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-23 · 23 added, 33 removed, 264 unchanged (18% of the section changed)

37 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche

/s/ Deloitte & Touche LLP

New York, New York

1 unchanged sentence

OTHER INFORMATION

On February 21, 2023, GLP Capital entered into an amended and restated PENN Master Lease (the “A&R PENN Master Lease”) and entered into a new master lease with affiliates of PENN (the “New PENN Master Lease”), each effective as of January 1, 2023.

The A&R PENN Master Lease removed PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada and these properties were added to the New PENN Master Lease.

In addition, the existing Meadows Lease and Perryville Lease were terminated and these properties were also added to the New PENN Master Lease.

The PENN tenant parties to the New Penn Master Lease include Penn Tenant LLC, Penn Cecil Maryland, LLC, and PNK Development 33, LLC, each of which is a wholly-owned subsidiary of PENN, directly or indirectly.

The initial term of the New Penn Master Lease will expire on October 31, 2033, with three 5-year extensions at PENN’s option.

Base rent for the New Penn Master Lease will be approximately $232.2 million (fixed), with annual escalation of 1.50%, with the first escalation occurring for the lease year beginning on November 1, 2023.

Rent for the A&R PENN Master Lease will be approximately $284.1 million, consisting of approximately $208.2 million of building base rent, approximately $43.0 million of land base rent, and approximately $32.9 million of percentage rent.

The New Penn Master Lease is cross-defaulted, cross collateralized and co-terminus with the A&R PENN Master Lease.

The terms of the A&R PENN Master Lease and the New Penn Master Lease are otherwise materially similar to the terms of the current PENN Master Lease.

Pursuant to the terms of a development agreement with PENN, the Company has agreed to a funding mechanism to support PENN’s pursuit of relocation and development opportunities at several of the properties included in the New PENN Master Lease.

Specifically, the Company has 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, to fund 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

The information called for in this item is hereby incorporated by reference to the 2024 Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULE

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

Financial Statements.

21 unchanged sentences

(Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on June 15, 2018).

3.2 Amended and Restated Bylaws of Gaming and Leisure Properties, Inc.

(Incorporated by reference to Exhibit 3.2 to the Company's current report on Form 8-K filed on June 15, 2018).

3.2 Second Amended and Restated Bylaws of Gaming and Leisure Properties, Inc.

(Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on December 13, 2023).

4.1 Indenture, dated as of October 30, 2013, among GLP Capital, L.P.

42 unchanged sentences

(Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K filed on December 17, 2021).

4.13 Officer's Certificate of GLP Capital, L.P.

and GLP Financing II, Inc., dated as of October 30, 2013, establishing the 2018 Notes and the 2023 Notes.

(Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on November 1, 2013).

4.13 Twelfth Supplemental Indenture, dated as of November 22, 2023, among GLP Capital, L.P.

and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.14 Form of 2026 Note (Incorporated by reference to Exhibit 4.4 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).

6 unchanged sentences

4.20 Form of 2031 Note (Incorporated by reference to Exhibit 4.11 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on August 18, 2020).

4.21 Form of 2032 Note (Incorporated by reference to Exhibit 4.12 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on December 17, 2021).

4.21 Form of 2032 Note (Incorporated by reference to Exhibit 4.12 and included in Exhibit 4.

3 to the Company's current report on Form 8-K filed on December 17, 2021).

4.22 Form of 2033 Note (Incorporated by reference to Exhibit 4.13 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.23* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

10.1 Registration Rights Agreement, dated as of October 30, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure Properties, Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the 2023 Notes.

(Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 1, 2013).

10.1 Credit Agreement, dated as of October 28, 2013, among GLP Capital, L.P., as successor-by-merger to GLP Financing, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

44 unchanged sentences

10.17 Ninth Amendment to the Master Lease Agreement, dated as of January 14, 2022, by and among GLP Capital, L.P.

and Penn Tenant, LLC.

and Penn Tenant, LLC (Incorporated by reference to Exhibit 10.18 to the Com pany's annual report on Form 10-K filed on February 23, 2023).

10.18 Amended and Restated Master Lease, dated February 21, 2023, by and among GLP Capital, L.P.

and Penn Tenant, LLC

10.20* Master Lease, dated February 21, 2023, by and among GLP Capital, L.P., Penn Tenant LLC, Penn Cecil Maryland, LLC, and PNK Development 33, LLC

and Penn Tenant, LLC (Incorporated by reference to Exhibit 10 .19 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.19 Master Lease, dated February 21, 2023, by and among GLP Capital, L.P., Penn Tenant LLC, Penn Cecil Maryland, LLC, and PNK Development 33, LLC (Incorporated by reference to Exhibit 10.20 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.20 Master Lease, dated April 28, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC.

8 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on October 16, 2018).

10.26* Fifth Amendment to the Master Lease, dated January 14, 2022, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC.

10.25 Fifth Amendment to the Master Lease, dated January 14, 2022, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC (Incorporated by reference to Exhibit 10.26 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.26 Master Lease Agreement, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC.

9 unchanged sentences

2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020.

(Inco rporated by reference to Exhibit 10.30 to the Company's ann ual report on Form 10-K filed on Fe bruary 24, 2022).

(Incorporated by reference to Exhibit 10.30 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.31 # Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2021.

(Inco rporated by reference to Exhibit 10.31 to the Company's annual report on Form 10-K filed on February 24, 2022 ) .

(Incorporated by reference to Exhibit 10.31 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.32 # Form of Director Restricted Stock Award with Quarterly Vesting under the Gaming and Leisure Properties, Inc.

18 unchanged sentences

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2022.

(Incorporated b y reference to Exhibit 10.38 to the Company's annual report on Form 10-K filed on February 24, 2022).

(Incorporated by reference to Exhibit 10.38 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.39* Form of Restricted Stock Performance Award NNN under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2023.

10.40 # Gaming and Leisure Properties, Inc.

11 unchanged sentences

1 to Credit Agreement, dated as of September 2, 2022, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 8, 2022).

19.1* Gaming and Leisure Properties, Inc.

Policy Statement on Trading in Company Securities

21* Subsidiaries of the Registrant.

6 unchanged sentences

32.2* Principal Financial Officer Certification pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes - Oxley Act of 2022.

97.1* Gaming and Leisure Properties, Inc.

Policy Regarding the Mandatory Recovery of Compensation

101 The following financial information from Gaming and Leisure Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

21 unchanged sentences

Director February 27, 2024

/s/ JOANNE A.

EPPS Director February 23, 2023

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 9A. Controls and Procedures