Gaming And Leisure Offers To Buy Real Estate Assets Of Pinnacle Entertainment

(RTTNews) - Gaming and Leisure Properties Inc. (GLPI) announced that it offers to acquire the real estate assets of Pinnacle Entertainment Inc. (PNK) for GLPI shares in a transaction with an enterprise value of $4.1 billion, including assumption of debt.

Gaming and Leisure Properties noted that its offer is designed to enhance Pinnacle's plan, which was announced in November 2014, to separate its operating business and real estate assets.

Under the GLPI offer, following the spin-off of OpCo, Pinnacle's real estate assets would be merged into GLPI and OpCo would enter into a mutually agreeable master lease agreement with GLPI. In the transaction, Pinnacle shareholders would receive one share of OpCo common stock and 0.5517 shares of GLPI common stock for each share of Pinnacle they own. Pro forma for the transaction, Pinnacle shareholders would own 100% of OpCo and approximately 36 million shares in GLPI, representing an approximate 20% equity interest in the larger, post-transaction GLPI.

The transaction is expected to provide Pinnacle shareholders with aggregate value of approximately $36 per share and to close prior to the end of 2015.

This value represents a 30% premium to Pinnacle's closing stock price on March 6, 2015, a 47% premium to Pinnacle's volume weighted average price over the last 30 days, and a 59% premium to Pinnacle's price on the date (January 16, 2015) when GLPI made its initial offer to Pinnacle.