Gaming and Leisure Properties Inc美股招股说明书(2026-02-27版)

$800,000,000 5.625% Senior Notes due 2036 GLP Capital, L.P. and GLP Financing II, Inc. (together, the “Issuers”) are offering $800,000,000 aggregate principal amount of 5.625% senior notes due 2036 (the“notes”). We will pay interest on the notes semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2026. Interest on the noteswill accrue from March 4 , 2026. The notes will mature on March1, 2036. We may redeem all or part of the notes at any time prior to the date that is three months prior to their maturity date (the “Par Call Date”), at our option, at a redemptionprice 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.At any time on or following the Par Call Date, we may redeem all or part of the notes at a redemption price equal to 100% of the principal amount thereof, plus accruedand unpaid interest, if any, to, but not including, the redemption 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 as co-Issuer for 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” on page S-8 of this prospectussupplement and beginning on page 30 of our Annual Report on Form 10-K for the year ended December31, 2025, which isincorporated by reference herein. (1)Plus accrued interest from March 4, 2026, if settlement occurs after that date. 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. We expect delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about March 4, 2026. Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTBASIS OF PRESENTATIONPRESENTATION OF NON-GAAP FINANCIAL 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 REFERENCEGUARANTOR DISCLOSURE USE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCK OF GLPI DESCRIPTION OF DEPOSITARY SHARES OF GLPICERTAIN PROVISIONS OF PENNSYLVANIA LAW AND GLPI’S AMENDED AND RESTATED ARTICLES OF INCORPORATION ANDAMENDED AND RESTATED BYLAWS AND OTHER GOVERNANCE DOCUMENTS CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS SELLING SECURITY HOLDERS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering and also adds