SEC Form FWP filed by Gaming and Leisure Properties Inc.
ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS SUPPLEMENT
DATED AUGUST 13, 2025 AND PROSPECTUS DATED MAY 1, 2025)
FILED PURSUANT TO RULE 433
REGISTRATION NUMBERS 333-286909, 333-286909-01 and 333-286909-02
GLP Capital, L.P.
GLP Financing II, Inc.
This term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the accompanying Prospectus (as supplemented through and including the date hereof, the “Preliminary Prospectus”). The information in this term sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. Other information (including financial information) presented in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Preliminary Prospectus.
Terms Applicable to the 5.250% Senior Notes due 2033 (the “2033 notes”)
| Title of Security: | 5.250% Senior Notes due 2033 | |
| Principal Amount: | $600,000,000 | |
| Coupon (Interest Rate): | 5.250% per annum | |
| Benchmark Treasury: | UST 4.000% due July 31, 2032 | |
| Benchmark Treasury Yield: | 3.979% | |
| Spread to Benchmark Treasury: | +133 basis points | |
| Yield to Maturity: | 5.309% | |
| Scheduled Maturity Date: | February 15, 2033 | |
| Public Offering Price: | 99.642% of the principal amount plus accrued interest, if any, from August 27, 2025 | |
| Optional Redemption: | Make-whole call at T+20 basis points
In addition, on or after December 15, 2032 (two months prior to the maturity date of the 2033 notes), the Issuers may redeem the 2033 notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2033 notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
| CUSIP / ISIN Numbers: | 361841AV1 (CUSIP) US361841AV10 (ISIN) | |
| Interest Payment Dates: | February 15 and August 15 of each year, commencing on February 15, 2026 | |
| Record Dates: | February 1 and August 1 of each year | |
Terms Applicable to the 5.750% Senior Notes due 2037 (the “2037 notes”)
| Title of Security: | 5.750% Senior Notes due 2037 | |
| Principal Amount: | $700,000,000 | |
| Coupon (Interest Rate): | 5.750% per annum | |
| Benchmark Treasury: | UST 4.250% due August 15, 2035 | |
| Benchmark Treasury Yield: | 4.242% | |
| Spread to Benchmark Treasury: | +160 basis points | |
| Yield to Maturity: | 5.842% | |
| Scheduled Maturity Date: | November 1, 2037 | |
| Public Offering Price: | 99.187% of the principal amount plus accrued interest, if any, from August 27, 2025 | |
| Optional Redemption: | Make-whole call at T+25 basis points
In addition, on or after August 1, 2037 (three months prior to the maturity date of the 2037 notes), the Issuers may redeem the 2037 notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2037 notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
| CUSIP / ISIN Numbers: | 361841AW9 (CUSIP) US361841AW92 (ISIN) | |
| Interest Payment Dates: | May 1 and November 1 of each year, commencing on May 1, 2026 | |
| Record Dates: | April 15 and October 15 of each year | |
Terms Applicable to the 2033 notes and the 2037 notes (collectively, the “notes”)
| Issuers: | GLP Capital, L.P. (the “Operating Partnership”) and GLP Financing II, Inc. (together with the Operating Partnership, the “Issuers”) | |
| Guarantor: | Gaming and Leisure Properties, Inc. | |
| Distribution: | SEC Registered (Registration Nos. 333-286909, 333-286909-01 and 333-286909-02) | |
| Trade Date: | August 13, 2025 | |
| Settlement Date: | August 27, 2025 (T+10)
The settlement date of the notes is expected to be August 27, 2025, the tenth business day following the trade date (such settlement date being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the date that is one business day preceding the settlement date will be required, by virtue of the fact that the notes initially settle in T+10 to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes during such period should consult their advisors. | |
| Use of Proceeds: | The estimated net proceeds from the offering are expected to be approximately $1,280.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Issuers.
The Issuers intend to use the net proceeds of this offering to fund the redemption in full of their $975.0 million 5.375% senior unsecured notes due April 2026 at a redemption price equal to par, plus accrued and unpaid interest to, but not including, the date of redemption, plus a make-whole premium, and any related fees and expenses. The Issuers intend to use the remaining proceeds for working capital and general corporate purposes, which may include funding development and expansion projects at existing and new properties, repayment of indebtedness, capital expenditures and other general business purposes. | |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC Citizens JMP Securities, LLC Fifth Third Securities, Inc. Truist Securities, Inc. M&T Securities, Inc. Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. BofA Securities, Inc. J.P. Morgan Securities LLC KeyBanc Capital Markets Inc. RBC Capital Markets, LLC Barclays Capital Inc. Capital One Securities, Inc. Morgan Stanley & Co. LLC Scotia Capital (USA) Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC | |
The Guarantor and the Issuers have filed a registration statement (including the Preliminary Prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus in that registration statement and other documents the Guarantor has filed with the SEC that are incorporated by reference into the Preliminary Prospectus for more complete information about the Issuers, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from Wells Fargo Securities, LLC by calling 1-800-645-3751, Citizens JMP Securities, LLC by calling 1-617-725-5500, Fifth Third Securities, Inc. by calling 1-866-531-5353, or Truist Securities, Inc. by calling 1-800-685-4786.
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