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Gaming and Leisure Properties Announces a Tender Offer for Up to $500,000,000 Outstanding 4.875% Senior Notes Due 2020

Vlad Poptamas

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Reading Time: 4 minutes

Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”), the first gaming-focused real estate investment trust in North America, announced today that its operating partnership, GLP Capital, L.P. (the “Operating Partnership”), and GLP Financing II, Inc., a wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers” and the Issuers collectively with GLPI, the “Company”), have commenced a cash tender offer (the “Offer”) to purchase up to $500,000,000 of the Issuers’ outstanding $1,000,000,000 aggregate principal amount of 4.875% Senior Notes due 2020 (CUSIP No. 361841 AD1) (the “Notes”), which Notes are fully and unconditionally guaranteed by GLPI.

The following table sets forth some of the terms of the Offer:

Title of
Security
CUSIP
Number
Principal
Amount
Outstanding
Tender Cap
(Principal
Amount)
Reference
U.S.
Treasury
Security
Bloomberg
Reference
Page(1)
Fixed
Spread
(basis
points)
Early
Tender
Premium
(per
$1,000)
4.875%
Senior Notes
due 2020
361841 AD1 $1,000,000,000 $500,000,000 1.625%
UST due
7/31/2020
FIT3 50 bps $30.00


(1) The applicable page on Bloomberg from which the Dealer Manager will quote the bid-side price of the reference U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.

The Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated August 15, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal. The Offer will expire at 11:59 p.m., New York City time, on September 12, 2019, unless extended or earlier terminated by the Company (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 28, 2019 (the “Early Tender Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The total consideration (the “Total Consideration”) paid in the Offer for Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase and will include an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 10:00 a.m., New York City time, on August 29, 2019 unless extended by the Company (the “Tender Offer Price Determination Date”).

Tenders of Notes will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 in excess thereof. Holders who tender less than all of their Notes must continue to hold Notes of such series in the minimum authorized denomination of $2,000 principal amount or an integral multiple of $1,000 in excess thereof.

Payments for Notes purchased will include accrued and unpaid interest from and including the most recent interest payment date for the Notes up to, but not including, the applicable settlement date. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline (the “Early Settlement Date”) is expected to be August 30, 2019, subject to all conditions to the Offer having been either satisfied or waived by the Issuers. The settlement date for the Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be September 16, 2019 (the “Final Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by the Issuers, assuming Notes having an aggregate principal amount equal to the Tender Cap are not purchased on the Early Settlement Date.

Subject to the Tender Cap, all Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted before any Notes validly tendered after the Early Tender Deadline. Even if the Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap, Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline.

Notes may be subject to proration if the aggregate principal amount validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.

The Company’s obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Issuers’ receipt of aggregate proceeds (before underwriter’s discounts and commissions and other offering expenses) of at least $500 million from an offering of new senior notes, on terms satisfactory to the Issuers. There can be no assurance such conditions will be satisfied.

Wells Fargo Securities, LLC is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (U.S. toll-free). Holders who would like additional copies of the offer documents may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 283-3192 (toll-free, for all others) or by e-mail at [email protected]

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal that the Company is distributing to holders of Notes.

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Bitcoin

The Gambler’s Fallacy is a Crutch for Bitcoin Adoption

George Miller

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The Gambler’s Fallacy is a Crutch for Bitcoin Adoption
Reading Time: 3 minutes

 

Gambling is a human institution and has been for millennia. It has been there along the way with religion, relationships, and sports as a regular institution in our lives. Many hopes and dreams have been validated and destroyed on the whims of a game of dice or roulette wheel. There is an explanation though – The Gambler’s Fallacy. This logical premise is cemented in the human psyche and is why gambling continues to thrive as an industry today — the same as it did in Babylon.

Today however, gambling is a much different phenomenon than its ancient predecessors. Americans bet $149 billion illegally on sports in 2015, and digital casinos rake in profits that compete with their physical counterparts on the Las Vegas strip.

Internationally, gambling havens like Monaco and Macau thrive on the same predilections for gambling that enabled hotbeds of underground casinos to emerge in the first place.

But the digital world is where gambling is poised to continue its rapid growth. No longer can fortunes explicitly be made and lost at a physical card table. Poker celebrities continually arise out of vaunted online poker circles to hit the floor at world championships hosted by the likes of MGM and The Venetian.

And cryptocurrencies are positioned to become an integral component of the proliferation of digital gambling.

An Already Changing Landscape 

A cursory glance at some of the leading online gambling venues (e.g., Bovada), reveals that these platforms are already embracing cryptocurrencies.

For example, before the emergence of bitcoin, online gambling platforms typically had to pay out winners via cashier’s checks (delivered by snail mail) or chargebacks to the user’s credit/debit card. A cashier’s check is about the slowest route to pay someone and is, obviously, not ideal in 2020. Chargebacks to cards were admittedly popular for a while, but they exposed Americans (illegally online gambling) to the whims of their banks and formed a trail of breadcrumbs for authorities investigating online platforms.

Enter bitcoin.

Nearly every popular online gambling site that earned its stripes in the early 2000s is embracing bitcoin. It reduces regulatory exposure on the part of the bookie (i.e., the platform), and makes payments quicker, more anonymous, and less costly. Bitcoin is naturally congruent with digital gambling.

And the second-order effects on bitcoin’s adoption are important to recognize.

Gambling is an Adoption Crutch for Bitcoin

People who gamble, and are not familiar with bitcoin, will progressively be exposed to the legacy cryptocurrency as their presence on digital gambling platforms increases. It will progress out of necessity and convenience too, not out of some ideological loyalty to bitcoin.

If you’re gambling on an online platform, what’s the better option?

  1. Risk problems with your bank and not receive your payout by using the card chargeback method.

  2. Wait for 2 – 4 weeks to receive a check in the mail.

  3. Download a bitcoin wallet and use that for instant payouts for the remainder of your gambling voyage.

Option 3 is clearly the most convenient.

Bitcoin adoption based on convenience is also a unique adoption curve for the cryptocurrency. Outside of online gambling, bitcoin is primarily “convenient” in the context of stashing funds from oppressive governments, circumventing capital controls, or sending lucrative sums to another person/entity with strong security and speed assurances. Outside of those contexts, bitcoin is not well understood by the public and is inconvenient to use.

The user-experience of wallets in the bitcoin market is rapidly improving, but gambling may be the crutch it can lean on in the near future.

For example, digital casinos aren’t solely emerging as competitors to Las Vegas casinos, they’re arising exclusively as bitcoin casinos — like Bitcoin Games. These digital gambling platforms emphasize the speed of payouts, transparency, and privacy. Not to mention they’re populated with new types of games and (in many cases) open-source code on a blockchain to enable gamblers to verify that they’re not being taken to the woodshed by the house.

And once these casinos start embedding more advanced sportsbooks? Lookout. Especially considering the NBA’s recent warming to the idea of enabling legal gambling on its games.

Digital global gambling statistics are challenging to coalesce due to fragmented regulations and the illegal nature of its existence with many private bookies, but what’s evident is the massive scale of the industry. Online gambling has grown virtually linearly over the last decade and the industry as a whole is projected to expand by a CAGR of 8.7 percent through 2024.

With an estimated 26 percent of the world’s population gambling at some point, that’s an enormous opportunity to onboard more users to bitcoin — an adoption crutch often overlooked as we enter the 2020s.

By Ray Sze, Head of Games at Bitcoin.com, who has extensive experience in the gaming industry that stretches back more than a decade. 

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Eastern Europe

Ukraine Telecoms Regulator Orders ISPs to Block 32 Online Gambling Websites

Niji Narayan

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Ukraine Telecoms Regulator Orders ISPs to Block 32 Online Gambling Websites
Photo Source: open4business.com.ua
Reading Time: < 1 minute

 

Ukrainian national telecommunications regulator the National Commission for State Regulation of Communications and Informatization (NKRZI) has called on internet service providers to block 32 online gambling websites. The websites include domains for PartyPoker, Pinnacle and CloudBet, as well as FastPay Casino, Yukon Gold, Golden Tiger Casino and BetChain.

The decision, which came at the order of the Chief Investigative Directorate of the Security Service of Ukraine, was based on a judicial decision by Oksana Hardina, judge in the Shevchenkovskiy District Court of Kyiv.

Hardina’s ruling gave the telecommunications regulator the power to issue blocking orders against websites offering illegal content, including online gambling.

An appeal to the order may be filed to the Kyiv Court of Appeal, within five days of the issuance of the order.

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Industry News

GPA Calls on GAA to Ban Gambling Ads During Live Matches

Niji Narayan

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GPA Calls on GAA to Ban Gambling Ads During Live Matches
Reading Time: < 1 minute

 

The Gaelic Players Association (GPA) has called on the Gaelic Athletic Association (GAA) to ban gambling ads during live matches.

The GPA has made formal contact with Croke Park on the issue and says “the GAA would become the first sporting organisation in the world to take such a step” if it were to back the proposal.

The GPA is seeking that no gambling advertisements be broadcast in commercial breaks during live coverage of Gaelic games and though it is questionable whether the GAA would be able to dictate to broadcasters on a matter such as this, the GPA believes the governing body would have enough heft to do so.

A GPA statement read: “Gambling promotion during GAA games presents a heightened risk to the welfare of all members of the GAA but particularly children and those most vulnerable to the perils of this destructive addiction.

“The proliferation of online betting and the availability of betting advertising around Gaelic Games has helped develop a worrying cultural issue with gambling in the GAA.

“We believe that the GAA, through its relationships with its broadcast partners, has the ability to prevent the broadcast of gambling ads during matches.

“Removing this intrinsic link between inter-county games and betting advertising reduces the risk of vulnerable members of the association developing issues with problem gambling.”

“We’re urging all delegates to support the views of the players at Congress and will share this information with them ahead of the weekend,” Paul Flynn, chief executive of GPA, said.

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