Gaming and Leisure Properties Inc. announced that it has entered into a binding term sheet with Bally’s Corporation to acquire the real property assets of Bally’s two Rhode Island casino properties – Bally’s Twin River Lincoln Casino Resort (Lincoln) and Bally’s Tiverton Casino & Hotel – subject to customary regulatory approvals with Bally’s Twin River Lincoln Casino Resort also subject to lender consent. Pursuant to the terms of the transaction, Bally’s will immediately lease back both properties and continue to own, control, and manage all the gaming operations of the facilities on an uninterrupted basis. Total consideration for the acquisition is $1.0 billion and GLPI expects the transaction to be accretive to earnings upon closing in late 2022. GLPI intends to fund the transaction through a mix of debt, equity, and OP units.

Both properties are expected to be added to the existing Bally’s Master Lease (the Master Lease) between GLPI and Bally’s, with incremental rent of $76.3 million. The Master Lease has an initial term of 15 years (with 14 years remaining) followed by four five-year renewals at the tenant’s option. Normalized rent coverage on the Master Lease – which includes Bally’s Dover Casino Resort, Bally’s Evansville Casino & Hotel, Bally’s Quad Cities Casino & Hotel and Bally’s Black Hawk Casinos – is expected to be 2.0x in the first calendar year following the completion of the acquisition of the real property assets of Bally’s Rhode Island properties.

Peter Carlino, Chairman and CEO of GLPI, said, “GLPI is delighted to extend our relationship with Bally’s that brings to the table a high-growth track record through their ownership of properties in attractive regional gaming markets. Bally’s Rhode Island assets have delivered exceptionally strong performance over their lifetime thanks to their attractive location near Providence while planned capital investments at Lincoln offer healthy upside potential. Bally’s properties are currently the only two gaming facilities in Rhode Island and the transaction again diversifies our portfolio as the state becomes our 18th U.S. jurisdiction. Importantly, this transaction comes with a conservative rent and Master Lease structure that offers GLPI material downside protection while offering our Company with an opportunity for additional long-term growth. We thank Bally’s for their trust in GLPI and look forward to fostering this growing relationship going forward.”

In connection with GLPI’s commitment to consummate the Bally’s acquisitions, it also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which will be credited or repaid to GLPI at the earlier of closing and December 31, 2023, in either case along with a $9.0 million transaction fee payable at closing.

If all third-party consents and approvals for the acquisition of Lincoln are not timely received, then GLPI will instead acquire the real property assets of the Hard Rock Hotel & Casino Biloxi (Biloxi) in Mississippi along with Bally’s Tiverton Casino & Hotel, for total rent of $48.5 million, at the same combined 7.6% capitalization rate with total payment of $635 million. In that event, GLPI will also have the option, subject to receipt of required consents, to acquire the real property assets of Lincoln prior to December 31, 2024 for a purchase price of $771 million and additional rent of $58.8 million.