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Item 2. Management’s Discussion and Analysis

2024-04-25 compared with 2023-10-26 · 182 added, 249 removed, 346 unchanged (55% of the section changed)

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

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

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 Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

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

GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc.

PENN) ("PENN").

On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

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

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 GLPI, 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 ("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 The Queen Casino & Entertainment Inc., formerly known as CQ Holding Company, Inc., ("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, 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, L.

P., the operating partnership ("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 Casino Hotel Resort, elected to treat Tropicana LV, LLC as a TRS.

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

In 2021, subsequent to the sale of the operations of the TRS Properties, GLP Holdings, Inc.

was merged into GLP Capital, L.P., the operating partnership of GLPI ("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 Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

In September 2022, Bally's Corporation (NYSE:

BALY) ("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 and 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.

In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital.

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

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

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

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton").

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton").

On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing").

There were 8,087,630 OP Units outstanding as of March 31, 2024.

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 September 30, 2023, GLPI's portfolio consisted of interests in 61 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation ("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 Casino Queen, the real property associated with 3 gaming and related facilities operated by Cordish and 1 facility under development that is intended to be managed by Hard Rock.

As of March 31, 2024, GLPI’s portfolio consisted of interests in 62 gaming and related facilities, 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 Entertainment Corporation (NASDAQ:

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

BYD) ("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, the real property associated with 4 gaming and related facilities operated by Casino Queen, 1 gaming facility under construction that upon opening is intended to be managed by a subsidiary of Hard Rock International ("Hard Rock") and 1 gaming and related facility operated by American Racing.

These facilities, including our corporate headquarters building, are geographically diversified across 19 states and contain approximately 29.0 million square feet.

As of September 30, 2023, our properties were 100% occupied.

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

As of March 31, 2024, the Company's properties were 100% occupied.

GLPI expects to continue growing its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

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 a unitary master lease (the "Original PENN Master Lease").

The Original PENN Master Lease is a triple-net operating lease, the term of which expires 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 a new master lease with PENN for seven of PENN's current properties.

The Original PENN Master Lease was a triple-net 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 a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease").

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 transaction, including the creation of the new master lease, became effective on January 1, 2023.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois;

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and Henderson, Nevada.

The properties removed from the Original Penn Master Lease were added to a new master lease.

In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania (the "Meadows Lease") and the Hollywood Casino Perryville in Maryland (the "Perryville Lease") were terminated and these properties were transferred into the new master lease (the "PENN 2023 Master Lease").

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 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.

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 which is fixed with annual escalation of 1.50%, with the first escalation to occur for the lease year beginning 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.

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

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, that became effective on January 1, 2023, 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, as well as 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.

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

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("Pinnacle") for approximately $4.8 billion.

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires on April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

On October 15, 2018, the Company completed the previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").

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

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The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan").

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

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

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

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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.

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 Entertainment Inc.

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

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent 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 Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was 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.

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent 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, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

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

On December 18, 2020, the Company and Caesars entered into an amendment to the Amended and Restated Caesars Master Lease (as amended, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.

In connection with the Exchange Agreement, the annual building base rent and annual land base rent was increased.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.

In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated, 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.

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 the Horseshoe St.

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and the Company entered into a new triple net lease with Caesars (the "Horseshoe St.

On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with Caesars (the "Horseshoe St.

Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.

The Horseshoe St.

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

Louis Lease rent terms were adjusted on December 1,

2021 such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

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

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

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 a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

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

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

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, it also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022 and recorded in Other assets on the Condensed Consolidated Balance Sheet at December 31, 2022.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022.

This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023.

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.

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 ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $771.0 million and additional rent of $58.8 million.

Tropicana Las Vegas Lease

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 $307.5 million of rent credits 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 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).

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The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").

On May 13, 2023 the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball (“MLB”) team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”).

On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”).

The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “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.

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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 (including, without limitation, a food, beverage and retail entrance plaza and structured parking).

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, the approval of the MLB owners to relocate the Team on or before December 1, 2023, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

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

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

On the opening date and on each anniversary thereafter 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 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 (the "Morgantown Lease").

On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) 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 (the "Morgantown Lease").

Hollywood Casino Morgantown opened on December 22, 2021.

Casino Queen Master Lease

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

Third Amended and Restated Casino Queen Master Lease

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

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 a triple net master lease with Casino Queen, which includes the Casino Queen property in East St.

Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility (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.

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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's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the 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 also acquired the land and certain improvements at Casino Queen Marquette for $32.72 million on September 6, 2023.

The annual rent on the 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 that is expected to be completed by December 31, 2024 for an amount not to exceed $12.5 million.

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 as of September 6, 2023 and annual rent was increased by $2.7 million for this acquisition.

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

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

The Second Amended and Restated Casino Queen Master Lease was subsequently amended and restated on November 13, 2023 (the "Third Amended and Restated Casino Queen Master Lease").

Maryland Live!

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Casino & Hotel Philadelphia and Live!

Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (the "Pennsylvania Live!

Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live!

Master Lease").

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Master Lease and the Maryland Live!

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

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

The annual rent for both leases has 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 the rental 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.

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

(1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Additionally, in accordance with Accounting Standards Codification ("ASC") 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Condensed

Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.

We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.

Rockford Lease

On August 29, 2023, the Company acquired the land associated with the Hard Rock Casino development project in Rockford, IL from an affiliate of 815 Entertainment, LLC (together, "815 Entertainment") for $100.0 million.

Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 years term.

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million.

Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 year term.

The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term (the "Rockford Lease").

In addition to the Rockford Lease, the Company has also committed to providing up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan").

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

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

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 September 30, 2023, $40 million was advanced and outstanding under the Rockford Loan.

As of March 31, 2024, $54 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.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million.

Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months.

The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term (the "Tioga Downs Lease").

The majority of our earnings are the result of the rental 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:

Additionally, in accordance with ASC 842, we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Condensed Consolidated Statements of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.

We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $359.6 million and $268.3 million, respectively, for the three months ended September 30, 2023, compared to $333.8 million and $317.6 million, respectively, for the corresponding period in the prior year.

For the nine months ended September 30, 2023, we reported total revenues and income from operations of $1,071.4 million and $773.4 million, respectively, compared to $975.3 million and $754.5 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, were as follows:

• Total income from real estate increased by $25.7 million to $359.6 million for the three months ended September 30, 2023 compared to $333.8 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.2 million for the three months ended September 30, 2023.

Additionally, the three months ended September 30, 2023 benefited by $3.8 million compared to the corresponding period in the prior year from escalations on our leases.

We reported total revenues and income from operations of $376.0 million and $257.6 million, respectively, for the three months ended March 31, 2024, compared to $355.2 million and $266.8 million, respectively, for the corresponding period in the prior year.

The major factors affecting our results for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, were as follows:

• Total income from real estate increased by $20.8 million to $376.0 million for the three months ended March 31, 2024 compared to $355.2 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $7.9 million for the three months ended March 31, 2024.

Additionally, the three months ended March 31, 2024 benefited by $4.8 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $2.4 million on its Investment in leases, financing receivables and favorable straight-line rent adjustments of $7.0 million compared to the corresponding period in the prior year.

Finally, the Company had unfavorable variable rents of $0.8 million for the three months ended September 30, 2023 compared to the corresponding period in the prior year.

• Total income from real estate increased by $96.1 million for the nine months ended September 30, 2023 compared to the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $56.8 million for the nine months ended September 30, 2023.

Additionally, the nine months ended September 30, 2023 benefited by $11.1 million compared to the corresponding period in the prior year from escalations on our leases.

The Company also recognized higher accretion of $2.7 million on its Investments in leases, financing receivables and favorable straight-line rent adjustments of $24.9 million compared to the corresponding period in the prior year.

Finally, the Company had higher ground rent income of $1.4 million due primarily from the additions to the Bally's Master Lease.

Partially offsetting these favorable variances was lower variable rent of $0.7 million for the nine months ended September 30, 2023 compared to the corresponding period in the prior year.

• Total operating expenses increased by $75.0 million for the three months ended September 30, 2023 as compared to the corresponding period in the prior year.

This was primarily due to the prior year sale of the Tropicana Las Vegas building asset to Bally's that closed on September 26, 2022 which resulted in a pre-tax gain of $67.4 million.

Additionally, the provision for credit losses, net, increased by $1.6 million during the three months ended September 30, 2023.

The provision increase was the result of the origination of the Rockford Loan and Rockford

Lease during the third quarter of 2023, partially offset by a reversals associated with reserves associated with the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

The benefit recorded on these two leases was the result of an improvement in the long term projections of the Commercial Real Estate Price Index as of September 30, 2023, compared to June 30, 2023 which lowered their expected losses.

Depreciation expense for the three months ended September 30, 2023 increased by $6.0 million compared to the corresponding period in the prior year due to our recent acquisitions that were added to the Bally's Master Lease and Casino Queen Master Lease as well as higher depreciation expense related to the building assets at the Company's Joliet and Aurora properties and Casino Queen Baton Rouge which opened in late August 2023.

In connection with the recent transaction with PENN, new facilities are expected to be developed that would replace these existing locations.

As a result, the Company decreased the useful life assumption of these two assets to reflect the expected opening date of the new projects.

Partially offsetting these increases was a property transfer tax recovery of $2.2 million for the three months ended September 30, 2023 related to the Pennsylvania Live!

Master Lease.

• Total operating expenses increased by $77.1 million for the nine months ended September 30, 2023 as compared to the corresponding period in the prior year.

This was primarily due to the prior year sale of the Tropicana Las Vegas building asset to Bally's that closed on September 26, 2022 which resulted in a pre-tax gain of $67.4 million.

Depreciation expense for the nine months ended September 30, 2023 increased by $18.2 million compared to the corresponding period in the prior year due to our recent acquisitions that were added to the Bally's Master Lease as well as higher depreciation expense related to the building assets at the Company's Joliet and Aurora properties as explained above.

The provision for credit losses, net, decreased by $4.8 million for the nine months ended September 30, 2023 as compared to the corresponding period in the prior year.

The nine months ended September 30, 2022 provision of $28.9 million was driven primarily by the initial reserve established for the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

The nine months ended September 30, 2023 included the previously mentioned property transfer tax recovery of $2.2 million whereas the corresponding period in the prior year included an impairment charge of $3.3 million related to the sale of excess land.

• Other expenses increased by $2.4 million and $0.1 million for the three and nine months ended September 30, 2023, due to higher interest expense of $3.2 million and $7.8 million, respectively, associated with the Company's increased borrowings to fund our recent acquisitions, partially offset by higher interest income of $0.8 million and $6.2 million because of higher variable market interest rates earned on our cash balances.

Finally, debt extinguishment charges of $0.6 million were recorded during the nine months ended September 30, 2023 compared with charges of $2.2 million for the nine months ended September 30, 2022.

• Income tax expense decreased by $14.8 million and $15.4 million for the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year primarily from the tax provision related to the Tropicana building asset sale to Bally's in the prior year.

• Net income decreased by $36.9 million and increased by $34.4 million for the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Finally, the Company had unfavorable variable rents of $1.3 million for the three months ended March 31, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic.

• Total operating expenses increased by $30.0 million for the three months ended March 31, 2024 as compared to the corresponding period in the prior year.

The provision for credit losses, net, increased by $28.9 million during the three months ended March 31, 2024.

The provision increase was due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and to a lesser extent the Company's real estate loans and related loan commitment (See Note 3 and Note 5 for further discussion).

Additionally, the prior year period benefited from the underlying casino operations in the Pennsylvania Live!

Master Lease outperforming the budgeted expectations that were utilized in the reserve calculation at December 31, 2022.

Additionally, general and

administrative expenses increased by $1.4 million due primarily to transaction related costs of $0.6 million, higher payroll and benefits costs of $0.4 million and higher stock based compensation costs of $0.3 million.

• Other expenses decreased by $0.2 million for the three months ended March 31, 2024, primarily due to higher interest income of $5.0 million as compared to the corresponding period in the prior year because of higher variable market interest rates earned on our cash balances and debt extinguishment charges of $0.6 million.

These items were partially offset by higher interest expense of $5.3 million associated with the Company's increased borrowings to fund our recent acquisitions.

• Net income decreased by $9.1 million for the three months ended March 31, 2024, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Critical Accounting Estimates

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For further information on our critical accounting estimates, see Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our

most recent Annual Report.

There has been no material change to these estimates for the three and nine months ended September 30, 2023.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report.

There has been no material change to these estimates for the three months ended March 31, 2024.

Results of Operations

The following are the most important factors and trends that contribute or may contribute to our operating performance:

• We have announced or closed numerous transactions recently 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 pursuant to three master leases and a single property lease and account for a significant portion of our revenue.

• The risks related to economic conditions, including recent stress in the banking sector, high inflation levels (that have been negatively impacted by the armed conflict between Russia and Ukraine and may be further impacted by recent events 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.

• 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 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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Department of the Treasury.

Changes to the tax laws or interpretations thereof, including any changes proposed and implemented by the current administration, with or without retroactive application, could materially and adversely affect GLPI and its investors.

The consolidated results of operations for the three and nine months ended September 30, 2023 and 2022 are summarized below:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI and its investors.

The consolidated results of operations for the three months ended March 31, 2024 and 2023 are summarized below:

Three Months Ended March 31,

(in thousands)

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non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

impairment charges;

property transfer tax recoveries and impairment charges;

straight-line rent adjustments;

losses on debt extinguishment;

and provision (benefit) for credit losses, net, reduced by capital maintenance 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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non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

impairment charges;

property transfer tax recoveries and impairment charges;

losses on debt extinguishment;

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Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 is as follows:

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three months ended March 31, 2024 and 2023 is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(in thousands)

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Amortization of debt issuance costs, bond premiums and original issuance discounts

2,406 2,348 7,312 7,598

Accretion on investment in leases, financing receivables (5,813) (5,238) (16,806) (14,103)

Non-cash adjustment to financing lease liabilities 122 121 347 360

Stock based compensation 8,122 7,807

Losses on debt extinguishment — 556

Recovery of property transfer tax and impairment charge (2,187) — (2,187) 3,298

Accretion on investment in leases, financing receivables (7,884) (5,444)

Non-cash adjustment to financing lease liabilities 117 109

Capital maintenance expenditures (90) (8)

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Adjusted EBITDA $ 333,426 $ 323,099

Net income, FFO, AFFO and Adjusted EBITDA were $189.3 million, $254.4 million, $251.2 million, and $327.1 million for the three months ended September 30, 2023.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $226.2 million, $232.8 million, $235.0 million and $308.8 million for the corresponding period in the prior year.

The decrease in net income of $36.9 million was primarily attributable to the previously explained variances which increased operating expenses by $75.0 million and higher other expenses of $2.4 million, partially offset by the increase in total revenues of $25.7 million and lower income taxes of $14.8 million.

Net income, FFO, AFFO and Adjusted EBITDA were $538.1 million, $733.6 million, $750.2 million, and $975.7 million for the nine months ended September 30, 2023.

(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.

Net income, FFO, AFFO and Adjusted EBITDA were $179.5 million, $244.4 million, $258.6 million, and $333.4 million for the three months ended March 31, 2024, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $188.7 million, $253.8 million, $248.6 million and $323.1 million for the corresponding period in the prior year.

The increase in net income of $34.4 million was primarily attributable to the previously explained variances in total revenues which increased by $96.1 million and lower income taxes of $15.4 million, partially offset by higher operating expenses of $77.1 million as compared to the corresponding period in the prior year.

The increases in FFO for the three and nine months ended September 30, 2023 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The decrease in net income of $9.1 million was primarily attributable to increased operating expenses by $30.0 million (which was driven by the increase in provision for credit losses of $28.9 million) partially offset by an increase in total revenues of $20.8 million and lower other expenses of $0.2 million.

The decrease in FFO for the three months ended March 31, 2024 was due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

Revenues for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Percentage

2023 2022 Variance Variance

Rental income $ 321,206 $ 296,779 $ 24,427 8.2 %

Interest income from real estate 38,332 37,039 1,293 3.5 %

Interest income from real estate loans 22 — 22 N/A

Total income from real estate

$ 359,560 $ 333,818 $ 25,742 7.7 %

Nine Months Ended September 30, Percentage

Revenues for the three months ended March 31, 2024 and 2023 were as follows (in thousands):

Three Months Ended March 31, Percentage

2024 2023 Variance Variance

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Total income from real estate

• Total income from real estate increased by $25.7 million to $359.6 million for the three months ended September 30, 2023 compared to $333.8 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.2 million for the three months ended September 30, 2023.

Additionally, the three months ended September 30, 2023 benefited by $3.8 million compared to the corresponding period in the prior year from escalations on our leases.

• Total income from real estate increased by $20.8 million to $376.0 million for the three months ended March 31, 2024 compared to $355.2 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $7.9 million for the three months ended March 31, 2024.

Additionally, the three months ended March 31, 2024 benefited by $4.8 million compared to the corresponding period in the prior year from escalations on our leases.

Finally, the Company had unfavorable variable rent of $0.8 million for the three months ended September 30, 2023 compared to the corresponding period in the prior year.

• Total income from real estate increased by $96.1 million for the nine months ended September 30, 2023.

The reason for the increase was due primarily to our recent acquisitions which in the aggregate increased cash rental income by $56.8 million for the nine months ended September 30, 2023.

Additionally, the nine months ended September 30, 2023 benefited by $11.1 million compared to the corresponding period in the prior year from escalations on our leases.

Finally, the Company had higher ground rent income of $1.4 million due primarily from the additions to the Bally's Master Lease.

Partially offsetting these favorable variances was lower variable rent of $0.7 million for the nine months ended September 30, 2023 compared to the corresponding period in the prior year.

Details of the Company's income from real estate for the three and nine months ended September 30, 2023 was as follows (in thousands)

Three Months Ended September 30, 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

Finally, the Company had unfavorable variable rent of $1.3 million for the three months ended March 31, 2024 compared to the corresponding period in the prior year primarily related to the trailing 5 year reset on the Amended PENN Master Lease that occurred on November 1, 2023 which was negatively impacted by the casino closures during the COVID-19 pandemic.

Details of the Company's income from real estate for the three months ended March 31, 2024 was as follows (in thousands)

Three Months Ended March 31, 2024 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 (1) Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 53,090 $ 10,759 $ 6,519 $ — $ 70,368 $ 4,952 $ 569 $ — $ 75,889

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Rockford Loan — — — 1,077 1,077 — — — 1,077

Tioga Downs Lease 2,212 — — — 2,212 — 1 584 2,797

Total $ 282,658 $ 43,386 $ 16,614 $ 1,077 $ 343,735 $ 15,790 $ 8,555 $ 7,884 $ 375,964

Nine Months Ended September 30, 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

(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.

Three Months Ended March 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 $ 52,049 $ 10,759 $ 7,685 $ — $ 70,493 $ (3,274) $ 595 $ — $ 67,814

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Tropicana Las Vegas Lease — 2,625 — — 2,625 — — — 2,625

Rockford Lease — 711 — — 711 — — 159 870

Rockford Loan — — — 22 22 — — — 22

Total $ 273,147 $ 41,322 $ 17,871 $ — $ 332,340 $ 8,752 $ 8,678 $ 5,444 $ 355,214

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Operating expenses

Operating expenses for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Percentage

2023 2022 Variance Variance

Land rights and ground lease expense $ 12,406 $ 11,754 $ 652 5.5 %

General and administrative 13,600 12,060 1,540 12.8 %

Gains from dispositions (22) (67,430) 67,408 (100.0) %

Depreciation 65,846 59,887 5,959 10.0 %

Property transfer tax recovery (2,187) — (2,187) N/A

Provision for credit losses 1,613 (19) 1,632 (8,589.5) %

Total operating expenses $ 91,256 $ 16,252 $ 75,004 461.5 %

Nine Months Ended September 30, Percentage

Operating expenses for the three months ended March 31, 2024 and 2023 were as follows (in thousands):

Three Months Ended March 31, Percentage

2024 2023 Variance Variance

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General and administrative 17,886 16,450 1,436 8.7 %

Gains from dispositions (22) (67,481) 67,459 (100.0) %

Depreciation 65,360 65,554 (194) (0.3) %

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

Provision for credit losses 23,294 (5,653) 28,947 (512.1) %

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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 $0.7 million and decreased by $0.9 million for the three and nine months ended September 30, 2023, as compared to the corresponding period in the prior year.

The increase for the three month period ended September 30, 2023 was the result of new ground leases acquired in connection with the January 3, 2023 acquisition of the real property assets of Bally's Biloxi.

The decrease for the nine months ended September 30, 2023 was the result of a $2.7 million accelerated write-off due to a partial donation of leased land which occurred during the nine month period ended September 30, 2022.

Partially offsetting this decrease was the full quarter impact of a ground lease in the Pennsylvania Live!

Master Lease that became effective on March 1, 2022 as well as new ground leases acquired in connection with the January 3, 2023 acquisition of the real property assets of Bally's Biloxi.

Land rights and ground lease expense decreased by $0.2 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year.

General and Administrative Expense

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

General and administrative expenses increased by $1.5 million and $2.7 million for the three and nine months ended September 30, 2023 as compared to the corresponding periods in the prior year.

The reason for the increases was primarily due to higher stock based compensation expense for the three and nine months ended September 30, 2023 of $0.8 million and $1.7 million, respectively.

Results for the nine months ended September 30, 2023 also included higher transaction related costs as compared to the corresponding period in the prior year.

Gains from dispositions

The three and nine months ended September 30, 2022, included a pre-tax gain of $67.4 million on the sale of the Tropicana Las Vegas building to Bally's.

Property transfer tax recovery and impairment charge

During the three and nine months ended September 30, 2023, the Company recorded a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

During the nine months ended September 30, 2022, the Company entered into an agreement to sell excess land and incurred an impairment charge of $3.3 million as the proceeds that were received were less than the carrying value of the asset.

Depreciation expense increased by $6.0 million and $18.2 million for the three and nine months ended September 30, 2023 as compared to the corresponding periods in the prior year due to the Company's additions to the Bally's Master Lease as well as higher depreciation expense due to the opening of Casino Queen Baton Rouge in August 2023 and shortening the useful life assumptions at our properties at the Company's Joliet and Aurora properties as mentioned previously.

General and administrative expenses increased by $1.4 million for the three months ended March 31, 2024 as compared to the corresponding period in the prior year.

The reason for the increase for the three months ended March 31, 2024 was primarily due to higher transaction related costs, higher payroll and benefit costs and higher stock based compensation expense.

Depreciation expense decreased by $0.2 million for the three months ended March 31, 2024 as compared to the corresponding period in the prior year.

Provision for credit losses

The Company recorded a provision for credit losses of $1.6 million for the three months ended September 30, 2023 compared to an immaterial amount for the corresponding period in the prior year.

As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, - financing receivables, net.

The primary reason for the increased provision during the three months ended September 30, 2023, was the result of the origination of the Rockford Loan and Rockford Lease during the third quarter of 2023, partially offset by reversals of reserves associated with the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

During the nine months ended September 30, 2023, the Company recorded a provision of $24.0 million compared to $28.9 million for the corresponding period in the prior year.

The nine months ended September 30, 2023 included the aforementioned provisions recorded in the three month period ended September 30, 2023, as well as increased reserves on the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease due to declines in the Commercial Price Index since December 31, 2023.

See Note 3 for additional information.

The nine months ended September 30, 2022 included the initial reserves established for the Pennsylvania Live!

Master Lease which was partially offset by reductions in reserves for the Maryland Live!

Lease due to improved property performance.

The reason for the higher allowance for credit losses as a percentage of the outstanding investment in leases for the Rockford Lease and the Pennsylvania Live!

Master Lease compared to the Maryland Live!

Lease is primarily due to the significantly higher rent coverage ratio on the Maryland Live!

Lease compared to the Pennsylvania Live!

Master Lease and the expected coverage ratio on the Rockford Lease.

Future changes in economic probability factors, changes in the estimated value of our real estate property leased to Cordish and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

The Company recorded a provision for credit losses of $23.3 million for the three months ended March 31, 2024 compared to a benefit of $5.7 million for the corresponding period in the prior year.

The reason for the increased provision during the three months ended March 31, 2024 was due to a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and related loan commitment.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of March 31, 2024, have declined relative to December 31, 2023.

Commercial real estate prices are anticipated to remain at low levels for several quarters based on the third party economic forecast the Company utilizes to calculate its reserve for credit losses.

During the three months ended March 31, 2023, the Company recorded a benefit for credit losses, net of $5.7 million.

The majority of this benefit was the result of the underlying casino operations in the Pennsylvania Live!

Master Lease outperforming the budgeted expectations that were utilized in the reserve calculation at December 31, 2022.

Future changes in economic probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Other income (expenses)

Other income (expenses) for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Percentage

2023 2022 Variance Variance

Interest expense $ (79,788) $ (76,574) $ (3,214) 4.2 %

Interest income 1,273 488 785 160.9 %

Total other expenses $ (78,515) $ (76,086) $ (2,429) 3.2 %

Nine Months Ended September 30, Percentage

Other income (expenses) for the three months ended March 31, 2024 and 2023 were as follows (in thousands):

Three Months Ended March 31, Percentage

2024 2023 Variance Variance

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Interest income 9,232 4,255 4,977 117.0 %

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

Losses on debt extinguishment — (556) 556 N/A

Total other expenses $ (77,443) $ (77,661) $ 218 (0.3) %

Interest expense

Interest expense increased by $3.2 million and $7.8 million for the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year.

The increases were due to increased borrowings that partially funded our recent acquisitions.

Interest expense increased by $5.3 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year.

The increase was due to increased borrowings that partially funded our recent acquisitions.

Interest income

Interest income increased by $0.8 million and $6.2 million for the three and nine months ended September 30, 2023 as compared to the corresponding periods in the prior year due to higher market interest rates earned on cash deposits.

Interest income increased by $5.0 million for the three months ended March 31, 2024 as compared to the corresponding period in the prior year due to higher average cash deposits year over year.

Losses on debt extinguishmen t

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the nine months ended September 30, 2023.

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the three months ended March 31, 2023.

In connection with this transaction, the Company wrote-off deferred issuance costs of $0.6 million.

During the nine months ended September 30, 2022, the Company terminated its existing credit facility and entered into a new credit agreement which resulted in a debt extinguishment loss of $2.2 million.

Net income attributable to noncontrolling interest in the Operating Partnership

As partial consideration for the acquisition of certain real estate assets, the Company's operating partnership issued OP Units to affiliates of Cordish and Bally's.

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

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.

The operating partnership is a variable interest entity ("VIE") in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could be significant to the VIE.

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Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.

Net cash provided by operating activities was $746.4 million and $699.5 million during the nine months ended September 30, 2023 and 2022, respectively.

The increase in net cash provided by operating activities of $46.9 million for the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $67.1 million along with decreases in cash paid to employees and cash paid for taxes of $0.6 million and $4.8 million, respectively, and an increase in interest income of $6.1 million.

This was partially offset by increases in amounts paid for operating expenses of $4.7 million and cash paid for interest of $27.0 million.

The increase in cash receipts collected from our customers for the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions as well as escalations while the increase in interest expense was due to increased borrowings to partially fund our recent acquisitions.

Investing activities used cash of $635.3 million and $347.0 million during the nine months ended September 30, 2023 and 2022, respectively.

Net cash used in investing activities during the nine months ended September 30, 2023 consisted primarily of $455.6 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, $100.2 million for the Rockford Lease which was accounted for as an Investment in leases, financing receivables, $40.0 million for fundings for the Rockford Loan and capital expenditures of $39.5 million.

The net cash used in investing activities for the nine months ended September 30, 2022 consisted primarily of $479.2 million for the acquisition of the real estate assets contained within the Pennsylvania Live!

Master Lease which was accounted for as an Investment in leases, financing receivables and capital expenditures of $16.5 million, partially offset by 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 used cash of $269.0 million and $1,018.1 million during the nine months ended September 30, 2023 and 2022, respectively.

Net cash used in financing activities during the nine months ended September 30, 2023 was driven primarily by the repayment of long term debt of $575.1 million, dividend payments of $636.4 million, non-controlling interest distributions of $18.5 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million which were partially offset by proceeds from the issuance of long term debt of $685.0 million and proceeds from the issuance of common stock, net of costs, totaling $289.5 million.

Cash used in financing activities during the nine months ended September 30, 2022 was driven primarily by the repayment of long term debt of $1,271.0 million, dividend payments of $586.9 million, noncontrolling interest distributions of $15.5 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $11.9 million, partially offset by proceeds from the issuance of long term debt, net of costs of $412.1 million and proceeds from the issuance of common stock, net of costs of $455.1 million

Net cash provided by operating activities was $257.9 million and $241.2 million during the three months ended March 31, 2024 and 2023, respectively.

The increase in net cash provided by operating activities of $16.7 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $11.4 million along with decreases in cash paid for operating expenses and cash paid for interest of $0.8 million and $3.0 million, respectively, and an increase in interest income of $2.7 million.

This was partially offset by increases in cash paid for employees of $1.2 million.

The increase in cash receipts collected from our customers for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations.

The increase in interest income was due to higher average cash deposits in the current year.

Investing activities used cash of $448.4 million and $422.1 million during the three months ended March 31, 2024 and 2023, respectively.

Net cash used in investing activities during the three months ended March 31, 2024 primarily consisted of $93.3 million for the acquisition of the real estate assets contained within the Tioga Downs Lease which was accounted for as an Investment in leases, financing receivables, Rockford Loan fundings of $14.0 million, the purchase of zero coupon U.S.

Treasury Bills totaling $341.0 million, and capital expenditures of $0.1 million.

The net cash used in investing activities for the three months ended March 31, 2023 consisted primarily of $412.3 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, and capital expenditures of $9.8 million.

Financing activities used cash of $281.9 million and $51.4 million during the three months ended March 31, 2024 and 2023, respectively.

Net cash used in financing activities during the three months ended March 31, 2024 was driven by the repayment of long term debt of $63.5 million, dividend payments of $206.6 million, non-controlling interest distributions of $6.1 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million which were partially offset by proceeds from the issuance of common stock, net of costs, totaling $9.0 million.

Cash used in financing activities during the three months ended March 31, 2023 was driven by the repayment of long term debt of $500.0 million, dividend payments of $254.8 million, noncontrolling interest distributions of $7.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million, partially offset by proceeds from the issuance of long term debt, net of costs of $660.0 million and proceeds from the issuance of common stock, net of costs of $64.3 million.

Capital Expenditures

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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.

During the nine months ended September 30, 2023 and 2022, we spent approximately $39.5 million and $16.5 million, respectively, for capital expenditures.

The majority of the capital expenditures were related to a land side development project at Hollywood Casino Baton Rouge.

During the three months ended March 31, 2024 and 2023, we spent approximately $0.1 million and $9.8 million, respectively, for capital expenditures.

The majority of the capital expenditures in 2023 were related to a land side development project at Hollywood Casino Baton Rouge that was completed in August 2023.

Term Loan Credit Agreement

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The Term Loan Credit Facility is guaranteed by GLPI.

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit 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.

than Bally’s.

The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith.

The Company drew down the entire $600 million Term Loan

Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the closing of Bally's Biloxi and Bally's Tiverton.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition.

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The current commitment fee rate is 0.25%.

The weighted average interest rate under the Term Loan Credit Facility at March 31, 2024 was 6.72%.

Amortization and Prepayments

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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.

At March 31, 2024, the Company was in compliance with all required financial covenants under the Term Loan Credit Facility.

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (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 is guaranteed by GLPI.

On September 2, 2022, GLP Capital entered into an amendment to the 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 (as amended by such amendment, the "Amended Credit Agreement").

The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under the Initial Revolving Credit Facility and our Term Loan Credit Agreement.

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.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 (as amended by such amendment, the "Amended Credit Agreement").

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").

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Loans under the Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At September 30, 2023, $10.0 million was outstanding under the Amended Credit Agreement.

Additionally, at September 30, 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 $1,739.6 million of available borrowing capacity under the Amended Credit Agreement as of September 30, 2023.

At March 31, 2024, no amounts were outstanding under the Amended Credit Agreement.

Additionally, at March 31, 2024, 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 March 31, 2024.

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 Amended Credit Agreement.

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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 weighted average interest rate under the Revolver at September 30, 2023 was 6.73%.

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.

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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 September 30, 2023, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

At March 31, 2024, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Senior Unsecured Notes

At September 30, 2023, the Company had $5,675.0 million of outstanding senior unsecured notes (the "Senior Notes").

At March 31, 2024, the Company had $6,075.0 million of outstanding senior unsecured notes (the "Senior Notes").

Each of the Company's Senior Notes contain covenants limiting the Company’s ability to:

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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.

The Senior Notes contain covenants limiting the Company’s ability to:

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These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

On January 13, 2023, the Company announced that it called for redemption all of the $500 million, 5.375% Senior Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for $507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption Date, incurring a loss on the early extinguishment of debt of $0.6 million, primarily related to debt issuance write-offs.

GLPI funded the redemption of the Notes primarily from cash on hand as well as through the settlement of a forward sale agreement that occurred in February 2023 which resulted in the issuance of 1,284,556 shares which raised net proceeds of $64.6 million.

GLPI owns all of the assets of GLP Capital and conducts all of its operations through the operating partnership.

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Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.

At September 30, 2023, the Company was in compliance with all required financial covenants under its Senior Notes.

At March 31, 2024, the Company was in compliance with all required financial covenants under its Senior Notes.

Distribution Requirements

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federal income tax laws.

We intend to make distributions to our shareholders

to comply with the REIT requirements of the Code.

We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.

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 Revolver and potential sales of common shares, 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 March 31, 2024, the Company had $584.6 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 "at the market" offering program relating to our common stock, issuance of additional operating partnership units, and/or debt offerings.

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, 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-Q

Item 2. Management’s Discussion and Analysis