Gaming and Leisure Properties Inc美股招股说明书(2025-08-15版)

$600,000,000 5.250% Senior Notes due 2033$700,000,000 5.750% Senior Notes due 2037 GLP Capital, L.P. and GLP Financing II, Inc. (together, the “Issuers”) are offering $600,000,000 aggregate principal amount of 5.250% senior notes due 2033 (the “2033notes”) and $700,000,000 aggregate principal amount of 5.750% senior notes due 2037 (the “2037 notes” and, together with the 2033 notes, the “notes”). We will payinterest on the 2033 notes semi-annually in arrears on February 15 and August 15 of each year, commencing on February15, 2026. We will pay interest on the 2037notes semi-annually in arrears on May1 and November1 of each year, commencing on May1, 2026. Interest on the notes will accrue from August27, 2025. The 2033notes will mature on February 15, 2033 and the 2037 notes will mature on November1, 2037. We may redeem all or part of the 2033 notes at any time prior to the date that is two months prior to their maturity date (the “2033 notes Par Call Date”), at our option, ata redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium. We may redeem all or part of the 2037 notes at any time prior to the date that is three months prior to their maturity date (the “2037 notes Par CallDate”), at our option, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemptiondate, plus a “make-whole” premium. At any time on or following the 2033 notes Par Call Date or the 2037 notes Par Call Date, we may redeem all or part of theapplicable series of notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, theredemption date. See “Description of Notes—Redemption—Optional Redemption”. In addition, the notes will be subject to redemption requirements imposed by gaming laws and regulations of gaming authorities in jurisdictions where we conductgaming operations. See “Description of Notes—Redemption—Gaming Redemption”. The notes will be guaranteed on a senior unsecured basis by Gaming and Leisure Properties, Inc. (“GLPI”), but will not initially be guaranteed by, or be obligations of,any subsidiary of the Issuers. GLPI does not have any material assets other than its investment in GLP Capital, L.P. GLP Financing II, Inc., a wholly-owned subsidiary ofGLP Capital, L.P., is nominally capitalized and does not have any material assets or significant operations, other than with respect to acting asco-Issuerfor the notesoffered hereby, as well as for certain other debt obligations of GLP Capital, L.P. The notes will rankpari passuin right of payment with all of our existing and future senior indebtedness, including our existing senior unsecured notes and borrowingsunder our senior unsecured credit facilities, and senior in right of payment to all of our future subordinated indebtedness, without giving effect to collateral arrangements.The notes will be effectively subordinated to all of our future secured indebtedness to the extent of the value of the assets securing such indebtedness. The notes will bestructurally subordinated to all indebtedness and other liabilities of any of our subsidiaries, certain of which may in the future elect to guarantee our senior unsecuredcredit facilities. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 thereafter. Investing in the notes involves risks. You should carefully read and consider the “Risk Factors” onpageS-9ofthis prospectus supplement andbeginning on page 29 of our Annual Report onForm10-Kforthe year ended December31, 2024, which is incorporated by reference herein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No gaming or regulatory agency has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTBASIS OF PRESENTATIONPRESENTATION OFNON-GAAPFINANCIAL INFORMATIONCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF CERTAIN OTHER INDEBTEDNESSDESCRIPTION OF NOTESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE Prospectus CERTAIN DEFINED TERMSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCEGUARANT