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Gaming and Leisure Properties to Buy Tropicana’s Real Estate for $1.85B


Las Vegas, NV-based Tropicana Entertainment Inc., a majority owned subsidiary of Icahn Enterprises LP recently revealed that it has entered into a definitive agreement to sell Tropicana’s real estate to Gaming and Leisure Properties Inc. and to merge its gaming and hotel operations into Eldorado Resorts, Inc., for aggregate consideration of approximately $1.85 billion.

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements and elected to be taxed as a real estate investment trust for United States federal income tax purposes with the 2014 taxable year.

The transaction does not include Tropicana’s Aruba assets, which will be disposed of as a condition to closing. The aggregate consideration of approximately $1.85 billion will be increased by the amount of the net proceeds received in connection with the Aruba disposition and will be further adjusted to pay corporate level taxes.

The transaction is expected to close in the second half of 2018, subject to receipt of required gaming approvals, termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The transaction is not subject to any financing condition.

Thompson Hine LLP acted as legal advisor to the company and Jefferies LLC delivered a fairness opinion to the Company’s Board of Directors in connection with the transaction.