Gaming and Leisure Properties, Inc.

Transcription

1 Gaming and Leisure Properties, Inc. February 25, Gaming & Leisure Properties Inc.

2 Safe Harbor In addition to historical facts or statements of current conditions, this presentation contains forward-looking statements that involve risk and uncertainties within the meaning of the Private Securities Litigation Reform Act of Such forward-looking statements reflect the company s current expectations and beliefs but are not guarantees of future performance. As such actual results may vary materially from expectations. The risks and uncertainties associated with the forward-looking statements are described in the company s filings with the Securities and Exchange Commission, including the Company s reports on Form 8-K, Form 10-K, Form 10-Q and Form S-11. GLPI assumes no obligation to publicly update or revise any forward-looking statements. This presentation includes Non-GAAP financial measures within the meaning of SEC Regulation G. A reconciliation of all Non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP can be found at in the Recent News section and financial schedules available on the Company s website. 2 Gaming & Leisure Properties Inc.

3 Investment Highlights Geographically Diversified Portfolio National portfolio of high quality casino properties across 13 states Proven and Experienced Management Team Industry expertise combined with disciplined investment management approach High Barriers to Entry New supply restrained by rigorous gaming licensing standards Opportunity for Long Term Growth Acquisition opportunities within gaming and two current projects under development Strong Operating Company Tenant Deep regional operating expertise and market leading brand Conservative Financial Approach Committed to maintaining a strong balance sheet Cash Flow Strength and Stability Long-term cross-collateralized master lease with strong rent coverage 3 Gaming & Leisure Properties Inc.

4 Company Overview First real estate company focused on gaming assets Spun-off from Penn National Gaming (NYSE:PENN) November 2013 REIT election expected effective for the 2014 tax year 17 Properties leased back to PENN though a triple-net master lease Approximately 6.5 million total square feet of building space owned Over 3,000 acres of land and 2,600 hotel rooms Two properties owned and operated in a taxable REIT subsidiary Casino Queen in East St. Louis, IL recently acquired and leased back to its existing operators Focus on growth and diversification Two facilities under construction in Ohio; expected to open in the fall of 2014 Intention to actively pursue acquisition and development opportunities in regional gaming and adjacent leisure markets Disciplined, market-tested management team Significant development and acquisition track record Management has over 45 years of combined gaming & leisure real estate experience 4 Gaming & Leisure Properties Inc.

5 Experienced Management Team 45 years of combined Gaming, Lodging & Leisure experience in numerous industry cycles Able to leverage industry relationships to source acquisitions Hold ~15% of shares outstanding fully aligned with shareholders Peter Carlino Chairman of the Board and Chief Executive Officer Serves as the Chairman and CEO of GLPI in addition to the Chairman of Penn National Gaming s Board of Directors Served as Penn's Chairman since April 1994 CEO of Penn from April 1994 until GLPI was spun out to shareholders on November 1, 2013 William Clifford Chief Financial Officer, Secretary and Treasurer Serves as GLPI s Chief Financial Officer, Secretary and Treasurer Served as Penn National Gaming s Senior Vice President-Finance and Chief Financial Officer since October 2001 Served as the Chief Financial Officer and Senior Vice President of Finance for Sun International Resorts, Inc., Paradise Island, Bahamas, the Financial, Hotel and Operations Controller for Treasure Island Hotel and Casino in Las Vegas, the Controller for Golden Nugget Hotel and Casino, Las Vegas, and the Controller for the Dunes Hotel and Casino, Las Vegas 5 Gaming & Leisure Properties Inc.

6 With a Proven Track Record of Growth 1994 PENN Initial Public Offering 1997 Acquired Charles Town Races 2001 Acquired Casino Rouge and Casino Rama Mgt. Contract 2004 Acquired Bangor Historic Track 2007 Acquired Zia Park Casino 1972 Grand Opening of Penn National Race Course 1996 Acquired Pocono Downs Racetrack 2000 Acquired Casino Magic and Boomtown Biloxi 2003 Acquired Hollywood Casino Corp Acquired Argosy Gaming 6 Gaming & Leisure Properties Inc.

7 And an Eye Towards Creating Shareholder Value In 2007 PENN entered into agreement to sell the Company to Fortress Investment Group and Centerbridge Partners for $67 per share The all-cash transaction represented a total value of approximately $8.9 billion including repayment of debt Sale price would have resulted in a 30% premium to shareholders Macro events led to the termination of the agreement in July 2008 PENN received a $225 million termination fee and well as a $1.25 billion investment in the form of zero-coupon preferred equity Preferred equity, which was to have been redeemed in July 2015, was repurchased / converted in the recent spin transaction 7 Gaming & Leisure Properties Inc.

8 Through Even the Toughest Periods In light of the termination of the private equity transaction, PENN explored alternatives to create shareholder value including a spin-off of assets into a PROPCO REIT Despite challenging economic circumstances, PENN continued to grow through acquisition and development while pursing the REIT spin-off 2008 Grand Opening of Slot Operations at Bangor, ME 2010 Grand Opening of Hollywood Casino Perryville, MD 2012 Grand Opening of Hollywood Casino Kansas Speedway 2012 Grand Opening of Hollywood Casino Columbus, OH 2013 GLPI Completes Spin off from PENN Fall 2014 Expected Grand Opening of Hollywood at Mahoning Valley Race Track 2008 Grand Opening of Hollywood Casino PNRC Grantville, PA 2009 Grand Opening of New Hollywood Casino Lawrenceburg, IN 2011 Acquired M Resort Las Vegas, NV 2012 Grand Opening of Hollywood Casino Toledo, OH 2012 Acquired Hollywood Casino St. Louis, MO Fall 2014 Expected Grand Opening of Hollywood at Dayton Raceway 8 Gaming & Leisure Properties Inc.

9 Spin-off Transaction Overview & Highlights Separated real estate and non-real estate holdings in tax free spin-off Entered into master lease agreement with PENN to operate the assets Exchanged $975 million of Series B Redeemable Preferred Stock at $67 per share into non-voting PENN common shares Following the exchange, PENN purchased $397 million of the non-voting PENN common stock at $67 per share and redeemed $252 million other Preferred Stock at par in order to satisfy related party tenant rules GLPI declared and paid a dividend of $11.84 per share to purge historical earnings and profits as required to achieve REIT status Reduces Cost of Capital Improves Financial Efficiency (Margins, ROE) Facilitates Acquisitions 9 Gaming & Leisure Properties Inc.

10 Transaction Rationale Premium REIT valuation / Lower Cost of Capital GLPI trades at EBITDA multiple premium to regional gaming companies and has a lower cost of capital Regulatory Concentration Contraint Removed GLPI faces reduced FTC/Regulatory constraints in owning properties in same jurisdiction Access to Diverse Capital GLPI has access multiple sources to fund growth including preferred, equity/linked, secured & unsecured instruments Opportunity to Grow Portfolio First mover and balance sheet advantage allow GLPI to source meaningfully accretive deals quickly Diversification Opportunities Exist Potential to work with multiple gaming operators to expand tenant base Enhanced Credit Profile Through spin-off GLPI has a greatly enhanced credit profile ¹ Based on Total Debt / Adjusted EBITDA ² Based on Adjusted EBITDA / Interest Expense 10 Gaming & Leisure Properties Inc.

11 Payment of Earnings & Profits Purge On February 18 th GLPI completed its purge of approximately $1.05 billion in accumulated earnings and profits Approximately $11.84 per share was distributed in cash and stock Dividend totaled $210 million in cash plus 22 million additional shares GLPI intends to elect REIT tax status for the 2014 tax year The Company expects that on completion of the purge that it has satisfied all of the requirements to qualify as a REIT Addition to the MSCI US REIT Index expected effective February 28, Gaming & Leisure Properties Inc.

12 Broad Geographic Presence Multi-jurisdictional REIT portfolio with 20 assets in 13 jurisdictions GLPI has deep market knowledge and has been through lengthy gaming license process in each of the states in which the company operates Hollywood Slots Hotel and Raceway Argosy Casino Sioux City Hollywood Casino Aurora Hollywood Casino Toledo Hollywood Mahoning Hollywood Casino at Penn National Race Course M Resort Argosy Casino Riverside Hollywood Casino Joliet Hollywood Casino St. Louis Argosy Casino Alton Casino Queen Hollywood Dayton Hollywood Casino Lawrenceburg Hollywood Casino Columbus Charles Town Races & Slots Hollywood Casino Perryville Black Gold Casino at Zia Park Hollywood Casino Bay St. Louis Hollywood Casino Tunica Boomtown Biloxi Current Jurisdictions Casino Hollywood Casino Baton Rouge Projects Under Development Casinos Owned & Operated 12 Gaming & Leisure Properties Inc.

13 High Barriers to Entry Capital Intensive Assets Extensive Management Experience Creates first mover advantage in real estate asset class Access to Capital REIT status allows lower cost of capital Regulatory Advantage Only REIT with regulatory approval in multiple gaming jurisdictions 13 Gaming & Leisure Properties Inc.

14 Opportunity for Long-Term Growth Sale Leasebacks and Acquisitions Target assets in domestic regional and destination gaming markets with stable revenue and reliable cash flow Attractive opportunity for private or public single or multi-site operators Attractive financing alternative Utilize UPREIT structure to defer tax consequences Ability to retain PENN as asset operator or seek third party operator PENN Master lease has escalator and percentage rent components Growth in PENN rental payment through annual escalator Retained ability to benefit from performance of owned properties Balance sheet will support ability to explore additional growth options Sale Leaseback With Third Party Operator Acquisitions With PENN or Another Operator Greenfield Development New Asset Categories 14 Gaming & Leisure Properties Inc.

15 Opportunity to Consolidate Existing Casino Assets The only REIT focused on the casino market, with considerable industry expertise Significant market opportunity Over 250 (1,2) commercial gaming facilities in the United States Approximately 140 are owned by public companies, that may consider monetizing the assets to focus on operating opportunities Many gaming facilities are located in areas where regulatory constraints limit operator expansion Commercial Gaming Assets Held by Publicly Traded Companies Commercial Gaming Assets Held by Privately Held Companies Total Commercial Gaming Assets ¹ American Gaming Association, company websites, SEC filings and state gaming regulatory boards. ² Represents only domestic gaming (and excludes Native American) properties. Figures exclude assets owned by Penn and properties in South Dakota due to their small size. Nevada property count only includes publicly traded companies (equity and debt) with $12 million or more of gaming revenue. 15 Gaming & Leisure Properties Inc.

16 Casino Queen Highlights Robust Acquisition Opportunity Approximately one month after spin-off, GLPI announced its first acquisition Casino Queen in East St. Louis was acquired for $140 million Property is leased back on a triple-net basis for approximately $14 million in rent per year GLPI provided a new five year $43 million term loan at 7% Adds a quality asset with stable market share to GLPI portfolio Provides further diversification and strengthens cash flows Demonstrates GLPI s ability to become consolidator and provider of financing solutions to highly levered regional gaming operators 16 Gaming & Leisure Properties Inc.

17 Development Pipeline Pipeline: $190M of development coming on line in the fall of 2014 Management targets a 9-11% yield on cost for development projects Project Scope Planned Capital Spend (1) Amount Spent to Date (12/31/13) (1) Completion Date Hollywood at Mahoning Valley Race Track Austintown, OH $100 $25.9 Fall 2014 Hollywood at Dayton Raceway Dayton, OH $89.5 $26.2 Fall 2014 (1) $ in millions 17 Gaming & Leisure Properties Inc.

18 Strong Operating Company Tenant High quality, capital intensive assets with recognized brand and loyal customer base Hollywood Casino at Charles Town ~511,249 property square footage 3,500 gaming machines and 110 table games Hollywood Casino at Lawrenceburg ~634,000 property square footage 2,907 gaming machines and 80 table games Hollywood Casino at Penn National RC ~451,758 property square footage 2,469 gaming machines and 53 table games Hollywood Casino Columbus ~354,075 property square footage 3,015 gaming machines and 78 table games 18 Gaming & Leisure Properties Inc.

19 Strong Operating Company Tenants Disciplined capital investments & improvements = Strong ROICs Young Portfolio 12 of 20 assets are less than 10 years old (1) (1) Includes properties which have undergone significant renovation 19 Gaming & Leisure Properties Inc.

20 Cash Flow Strength & Stability With PENN Lease Lease Structure: Term and Termination: Rent: Capital Expenditures: Triple Net Master Lease: PENN will be responsible for maintenance capital expenditures, property taxes, insurance and other expenses All properties subject to the lease will be cross-defaulted / guaranteed PENN will remain responsible for acquisition, maintenance, operation and disposition of all (including gaming) FF&E and personal property required for operations 15 years, with four 5-year extensions at PENN s option Causes for termination by lessor include lease payment default, bankruptcy and/or loss of gaming licenses At the end of lease term, PENN will be required to transfer the gaming assets (including the gaming licenses) to successor tenant for fair market value, subject to regulatory approval Provisions for orderly auction-based transition to new operator at the end of the lease term if not extended Fixed base rent component with annual escalators (subject to minimum rent coverage of 1.8x) plus: Fixed percentage rent component for the facilities (other than Hollywood Casino Toledo and Hollywood Casino Columbus) reset every 5 years to equal 4% of the average net revenue for such facilities for the trailing 5 years Ohio s (Toledo and Columbus) performance components will be established monthly with land rent set at 20% of monthly net revenues (represents less than 10% of PENN rent) PENN required to maintain properties and spend a minimum of 1% of net revenues on maintenance capital (including FF&E and capitalized personal property required for operations) annually Structural projects will generally require GLPI consent Other: Obligations under the Master Lease will be guaranteed by PNG and certain of its subsidiaries Certain rights of first offer as well as radius restrictions on competition 20 Gaming & Leisure Properties Inc.

21 Measured Financial Approach To Support Growth Ample Capacity on Credit Facility to Fund Growth At 12/31/13 the company has $700 million available on its revolver Manageable Debt Maturity Schedule First tranche of maturities in 2018 Attractive, Stable Yield Targeted 80% AFFO payout ratio, with growth coming from acquisitions and percentage rent components Fully Leased /Movement Away From Single Tennant Risk 100% Tenant Occupancy / Recent Acquisition of Casino Queen highlights effort to move away from single tenant concentration in portfolio Low Cost Rated Debt Ratings on company s credit facility and bonds are currently BBB-/Ba1 with stated goal of investment grade rating 21 Gaming & Leisure Properties Inc.

22 Strong Financial Flexibility and Balance Sheet (2) Low leverage and ample liquidity to fund growth $700 million available under revolving credit facility $285 million cash Attractive in-place debt 4.7 % weighted average cost of debt December 31, 2013 Interest Rate Balance Unsecured Term Loan A (1) L ,000 Unsecured $700m Revolver (1) L Senior Notes Due % 550,000 Senior Notes Due % 1,000,000 Senior Notes Due % 500,000 $ 2,350,000 Manageable maturity schedule with no maturities until 2018 Projected EBITDA (3) Projected Adjusted Funds From Operations (3) First Quarter Dividend Per Share Debt to Adjusted EBITDA (4) $432.6 $301.3 $ X (1) Effective January 28, 2014 the interest rate on the Revolver and Term Loan A decreased to L (2) Data as of 12/31/2013. (3) 2014 projection per press release dated 2/20/14 (4) Pro Forma for OH tracks set to open in the fall of Gaming & Leisure Properties Inc.

23 Structure Promotes Stable Cash Flow Master lease provides for cross collateralization and cross default protection Leases are triple-net Current rent coverage is in excess of 1.8x Exposure to regional gaming trends mitigated - Approx. 80% of PENN rent is permanently fixed - Approx. 10% of PENN rent is fixed for five years - Less than 10% of PENN rent is variable monthly Diverse asset ownership across multiple markets 23 Gaming & Leisure Properties Inc.

24 Investment Highlights Geographically Diversified Portfolio National portfolio of high quality casino properties across 13 states Proven and Experienced Management Team Industry expertise combined with disciplined investment management approach High Barriers to Entry New supply restrained by rigorous gaming licensing standards Opportunity for Long Term Growth Large target opportunity within gaming and in adjacent markets / Current projects under development Strong Operating Company Tenant Deep regional operating expertise and market leading brand Conservative Financial Approach Committed to maintaining a strong balance sheet Cash Flow Strength and Stability Long-term cross-collateralized master lease with tenant parent guarantee and strong rent coverage 24 Gaming & Leisure Properties Inc.

25 Appendix 25 Gaming & Leisure Properties Inc.

26 Transaction Mechanics Public Shareholders Public Shareholders Dividends (E&P & Ordinary) PNG (OpCo) GLPI (REIT) Mostly Non-REIT qualifying assets Leasehold assets 7 racetracks Casino Rama management contract Kansas JV Gaming Licenses, FF&E, Intellectual Property Rights and Misc. (2) Lease Payments REIT Assets 17 gaming assets leased to PNG (OpCo) under a triple net Master Lease 1. Hollywood Casino at Charles Town Races 2. Hollywood Casino Lawrenceburg 3. Hollywood Casino at Penn National Race Course 4. Hollywood Casino Aurora 5. Hollywood Casino Joliet 6. Argosy Casino Riverside 7. Argosy Casino Alton 8. Hollywood Casino Tunica 9. Hollywood Casino Bay St. Louis 10. Argosy Casino Sioux City 11. Boomtown Biloxi 12. Hollywood Slots Hotel and Raceway 13. Black Gold Casino at Zia Park 14. M Resort 15. Hollywood Casino Toledo 16. Hollywood Casino Columbus 17. Hollywood Casino St. Louis TRS (1) 2 Operating Assets Perryville, MD Baton Rouge, LA (1) Taxable REIT Subsidiary conducts activity that generates non-qualifying REIT income. (2) At the end of the lease term, Penn has the right to sell the applicable gaming license necessary to operate the facilities at fair market value, subject to regulatory approval. 26 Gaming & Leisure Properties Inc.

27 Definitions and Reconciliation of Non-GAAP Measures to GAAP Adjusted EBITDA, or earnings before interest, taxes, stock compensation, insurance recoveries and deductible charges, depreciation and amortization, gain or loss on disposal of assets, and other income or expenses, and inclusive of gain or loss from unconsolidated affiliates, is not a measure of performance or liquidity calculated in accordance with GAAP Adjusted EBITDA information is presented as a supplemental disclosure. Adjusted EBITDA should not be construed as an alternative to operating income, as an indicator of the Company's operating performance, as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure of performance determined in accordance with GAAP. The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA. Adjusted EBITDA is presented as a supplemental disclosure as this measure is considered by many to be a better indicator of the Company s operating results than diluted net income (loss) per GAAP. A reconciliation of the Company s adjusted EBITDA to net income (loss) per GAAP, as well as the Company s adjusted EBITDA to income (loss) from operations per GAAP, is included in the Company s news announcements and financial schedules available on the Company s website. Funds From Operations ( FFO ) is equal to net income, excluding gains or losses from sales of property, plus real estate depreciation FFO is defined by NAREIT (the National Association of Real Estate Investment Trusts, the trade organization for REITs) as the most commonly accepted and reported measure of REIT operating performance. Adjusted Funds From Operations ( AFFO ) is defined as FFO plus stock based compensation expense reduced by maintenance capex. A reconciliation of FFO and AFFO to net income (loss) per GAAP is included in the news announcements and financial schedules available on the Company s website. FFO and AFFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP and is not indicative of cash available to fund all cash flow needs. Notwithstanding the foregoing, GLPI s measures of adjusted EBITDA, adjusted EBITDAR, FFO and AFFO may not be comparable to similarly titled measures used by other companies 27 Gaming & Leisure Properties Inc.

28 Gaming and Leisure Properties, Inc. February 25, 2014