GLPI 7.21.15 8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 
FORM 8-K
 


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2015

 
GAMING AND LEISURE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
 

PENNSYLVANIA
 
001-36124
 
46-2116489
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission file number)
 
(IRS Employer Identification Number)

825 Berkshire Blvd., Suite 400
Wyomissing, PA 19610
(Address of principal executive offices)

610-401-2900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
 
x       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




Item 8.01.    Other Events.
On July 21, 2015, Gaming and Leisure Properties, Inc. (“GLPI”) issued a press release announcing that it had reached a definitive agreement with Pinnacle Entertainment, Inc. (“Pinnacle”) to acquire, subject to the terms and conditions thereof, substantially all of Pinnacle's real estate assets in a series of transactions including a spin-off by Pinnacle of its gaming operations assets into a new publicly-traded company followed by a merger of Pinnacle with a wholly owned subsidiary of GLPI. Also on July 21, 2015, GLPI released an investor presentation and held a teleconference regarding the proposed transaction.

A copy of the press release is attached hereto as Exhibit 99.1. A copy of the investor presentation is attached hereto as Exhibit 99.2. A transcript from the teleconference is attached hereto as Exhibit 99.3. The foregoing description is qualified in its entirety by reference to the text of such press release, investor presentation and transcript, which are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
  
Description
 
 
99.1
  
Press Release dated July 21, 2015
 
 
 
99.2
 
Investor Presentation dated July 21, 2015
 
 
 
99.3
 
Teleconference Transcript dated July 21, 2015


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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated: July 21, 2015
GAMING AND LEISURE PROPERTIES, INC.
 
 
 
 
 
By:
/s/ William J. Clifford
 
 
Name:
William J. Clifford
 
 
Title:
Chief Financial Officer


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