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Gaming and Leisure Properties and The Cordish Companies Announce Strategic Relationship

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Gaming and Leisure Properties, Inc. announced that it entered into definitive agreements to acquire the real property assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, including applicable long-term ground leases, from affiliates of The Cordish Companies (“Cordish”). The initial transaction has an aggregate consideration of approximately $1.81 billion. Cordish will immediately lease back all the properties, and continue uninterrupted to own, control and manage all the gaming operations of the facilities. The transaction for the three properties includes not only the existing real estate assets, but also a binding partnership on future Cordish casino developments, as well as potential financing partnerships between GLPI and Cordish in other areas of Cordish’s portfolio of real estate and operating businesses.

Consideration for the three-property real estate transactions will be comprised of a mix of qualified debt assumption (to be satisfied by GLPI), cash, and $323 million of newly-issued operating partnership units, or OP units, in GLPI’s operating partnership, economically aligning both groups for future collaboration and partnership.

Simultaneous with the closing of these transactions, GLPI will enter into a new triple-net master lease with Cordish for Live! Casino & Hotel Philadelphia, and Live! Casino Pittsburgh, as well a single asset lease for Live! Casino & Hotel Maryland. The master lease and single asset lease will have an initial term of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. The initial annual cash rent for all three properties will be $125.0 million, with a 1.75% fixed yearly escalator on the entirety of the rent commencing upon the leases’ second anniversary, representing an implied capitalization rate of 6.9%. The rent coverage ratio in 2022 is expected to approximate 2.0x for the master lease and 2.7x for the single asset lease.

Peter Carlino, Chairman and CEO of GLPI, commented, “We are excited to establish a relationship with The Cordish Companies, one of the country’s preeminent developers of large-scale experiential real estate projects, casinos, hospitality and entertainment districts. We have long admired Cordish for their creation of the highly successful ‘Live!’ brand across these entertainment, gaming and hospitality districts. A crucial aspect of our transaction was Cordish’s continued commitment to operating with the same team, approach, and standard of excellence that has brought their casinos so much success. These new leases are expected to have strong rent coverage at an accretive cap rate while further expanding and diversifying our portfolio and marking a continuation of our strategy to build an industry leading, high quality tenant roster. In addition to the real estate transaction for the three properties, we are excited to partner with Cordish on a range of future strategic opportunities that can leverage the financial and real estate development strengths and resources of both companies. The OP unit portion of the transaction consideration aligns our interests with the goal of building new value for our constituents.”

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David Cordish, Chairman of The Cordish Companies, commented, “We have long admired GLPI’s pioneering structure and accomplishments as a public platform. Cordish is delighted to be partnering with GLPI on this range of transactions, which align two recognized leaders in their respective industries. Live! is iconic brand, and our commitment to our customers, team members and local communities as top priorities will continue unabated. We look forward to continue delivering quality entertainment experiences in the markets we serve now, and collaborating and partnering with GLPI on opportunities to grow the Live! brand in the future.  Our election to receive a significant portion of our consideration in GLPI OP units stands testament to our recognition of GLPI’s significant underlying value and quality as a company, and the synergies we see between the two companies.”

The Maryland transaction is expected to close by 2021 year end, and the Pennsylvania transactions are expected to close in early-2022, all subject to receipt of required regulatory approvals, financing and other customary closing conditions. GLPI expects to fund the total cash consideration payable by it at the closings using cash on hand, borrowings under its revolving credit facility and/or with funds from additional financing arrangements, which are expected to include issuances of debt and equity securities, or a combination thereof. The sources of financing actually used will depend upon a variety of factors, including market conditions.

In addition to the real estate transaction for the three properties, and the potential for collaboration at existing or future non-gaming properties, GLPI and Cordish have agreed to collaborate on a range of future real estate and development opportunities, including:

  • Casino Development Equity Co-Investment Partnership: For a period of seven years following the closing of the transaction for the Pennsylvania properties, GLPI will co-invest with Cordish on any new gaming development project, excluding those involving currently-owned Cordish properties or existing gaming licensed facilities. GLPI will invest in 20% of Cordish’s portion of the equity in the project throughout the life of the project.
  • Right Of First Refusal: For a period of five years following the closing of the transaction for the Pennsylvania properties, GLPI will have a right of first offer and right of first refusal on any sale-leaseback (or similar) transaction which Cordish pursues, in whole or in part, related to a specifically identified Cordish Live! Entertainment District property.

Wells Fargo Securities acted as financial advisor to GLPI on the transaction.

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AGCO Removes Cap on Seller Commission for Charitable Lottery Products

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The Alcohol and Gaming Commission of Ontario (AGCO) has updated several lottery policies to remove the cap on seller commission for Paper Raffles and Media Bingo, along with removing the prohibition on Catch the Ace paper lotteries, to align with other charitable lottery products.

Licensed charities may now negotiate commissions directly with sellers and determine commissions, provided they are reasonable and tied to the cost of service provided by the seller.

These updates further the AGCO’s commitment to adopt an outcomes-based regulatory approach and reduce burden for the charitable gaming sector. Local charitable organizations will have greater flexibility to make decisions that best serve their fundraising objectives.

Important Reminders

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• Charities must still receive approval for other expenses incurred under their licence and retain receipts for seller commission paid.

• Licensing authorities will not require documentation to be submitted as part of the application process, however, charities are still subject to audit to determine compliance.

• Charities are reminded of their legal requirement to meet their obligations under the Criminal Code and with respect to conducting and managing a charitable gaming scheme.

• As with all licensed charitable lottery events, charities must take the necessary steps to ensure that they are conducting and managing the lottery event within Ontario.

For charitable gaming-related inquiries, email an AGCO Eligibility Officer at [email protected] or call AGCO Customer Service at 1-800-522-2876, Monday to Friday from 8:30 a.m. to 5 p.m.

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The post AGCO Removes Cap on Seller Commission for Charitable Lottery Products appeared first on Gaming and Gambling Industry in the Americas.

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Alon Segev

Segev LLP Celebrates 10 Years of Business-Focused Legal Innovation

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Leading business, technology, finance, and gaming law firm, Segev LLP, is proud to announce its 10th anniversary. Over the past decade, Segev has evolved from a bold idea into a multi-jurisdictional firm serving clients across Canada, the U.S., and beyond.

Built for innovation-driven industries, the firm is widely recognized for its work with companies at the forefront of gaming, crypto, technology, and emerging sectors. “Our 10-year anniversary is a defining moment,” said Founding Partner, Ron Segev. “It’s a testament to the strength of our team and our culture of teamwork, self-improvement, and growthall of which is directed at scoring wins for our great clients.”

As industries like fintech, crypto, iGaming, and AI have matured, so has the firm, often in parallel with its clients. “We’ve all grown together with our clients from one success to the next, whether it be helping clients complete financings or helping them close business,” said Managing Partner Alon Segev. “I look forward to continued growth for us and our clients in the next 10 years!”

The firm’s client-first approach has consistently earned recognition from top legal ranking guides. Segev LLP is ranked by Chambers and Partners as a “Leading Firm” and “Band-1” in Canada for Gaming Law and are also recommended by The Legal 500 and Lexology. These rankings reflect the team’s ability to deliver strategic, high-quality legal solutions that align with their clients’ business goals.

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Recognized for their unique ability to exceed expectations and deliver out-of-the-box solutions, Segev LLP’s clients have affirmed: “The firm demonstrates its capability not only to understand complex matters, but also to offer solutions that are practical, pragmatic, and value-adding.”

“Segev possesses outstanding resources and maintains global partnerships, enabling it to deliver precise and informed responses to any queries related to the iGaming industry.”

“Epic service, very good, I won the case!”

“Great service, friendly atmosphere, and support.”

Several Segev team members also reflected on the milestone: “There was a moment early in my time here when I realized I wasn’t just being brought in to help; I was expected to contribute, take initiative, and run with big ideas. That stuck with me,” said Negin Alavi.

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“Together with our clients, [Segev] has experienced remarkable growth over the past decade. I’m honored to have contributed to this journey and to celebrate these shared successes,” said David McHugh.

Segev has cultivated a thriving law practice on the principle that challenges are to be embraced as opportunities. The approach has enabled us to grow as lawyers, but more importantly, it has enabled us to ensure the success of our clients,” said Mark Balestra.

“Since joining through Segev’s Ontario expansion, I’ve had the chance to work alongside some of the sharpest and most collaborative lawyers in the gaming space,” added Manav Bhargava. “As a full-service firm and industry leader, Segev stands out for its ability to support innovative businesses with practical, forward-thinking legal advice.”

Segev LLP will commemorate the anniversary with a series of internal and external initiatives throughout the remainder of the year.

The post Segev LLP Celebrates 10 Years of Business-Focused Legal Innovation appeared first on Gaming and Gambling Industry in the Americas.

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INCENTIVE GAMES SECURES ONTARIO GAMING LICENSE

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Incentive Games, a leading B2B games provider, is proud to announce that it has been awarded an Ontario Gaming License by the Alcohol and Gaming Commission of Ontario (AGCO), effective today. This achievement enables the company to offer its portfolio of real-money games to licensed operators and players across the province.

The license underscores the Incentive Games’ commitment to meeting the highest standards of compliance, security, and operational excellence. The rigorous application process demands robust security protocols and comprehensive responsible gaming measures and affirms the company’s readiness to enter one of Canada’s most dynamic iGaming markets.

The North American market is a strategic focus for Incentive Games, and this milestone follows closely on the heels of the company receiving its Provisional Michigan gaming licence from the Michigan Gaming Control Board earlier this month.

Incentive Games will distribute its real-money gaming content in Ontario through Incentive Studios, the company’s dedicated Real-Money Gaming division, ensuring a focused and tailored approach to the market.

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“Ontario represents a huge opportunity for us, and securing this license is a proud moment for the whole team,” said John Gordon, Chief Executive Officer at Incentive Games. “It reinforces our dedication to meeting the highest standards while delivering compelling real-money content. We’re looking forward to building strong relationships in the region and continuing our momentum across regulated markets worldwide.”

The post INCENTIVE GAMES SECURES ONTARIO GAMING LICENSE appeared first on Gaming and Gambling Industry in the Americas.

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