Greeting and welcome to Gaming and Leisure Properties' Fourth quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Jim Leahy. Thank you. You may begin.

Thank you, Rob. Good morning, everyone and thank you for joining Gaming and Leisure Properties fourth quarter 2023 earnings call and webcast. The press release distributed yesterday afternoon is available on the Investor Relations section of our website at www.glpropinc.com. On today's call, management's prepared remarks and answers to your questions may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address matters that are subject to risks and uncertainties that may cause actual results to differ materially from those discussed today. Forward-looking statements may include those related to revenue, operating income and financial guidance, as well as non-GAAP financial measures such as FFO and AFFO. As a reminder, forward-looking statements represent management's current estimates and the company assumes no obligation to update any forward-looking statements in the future. We encourage listeners to review the more detailed discussions related to risk factors and forward-looking statements contained in the company's filings with the SEC, including its 10-K and in the earnings release, as well as the definitions and reconciliations of non-GAAP financial measures contained in the company's earnings release. On this morning's call, we are joined by Peter Carlino, chairman and Chief Executive Officer at Gaming and Leisure Properties, also joined today's call are Brandon Moore, chief Operating Officer, general Counsel and Secretary; Desiree Burke, chief Financial Officer and treasurer; Steve Ladany, senior Vice President, chief Development Officer and Matthew Demchyk, senior Vice President, chief Investment Officer. With that, it's my pleasure to turn the call over to Peter Carlino. Peter, please go ahead.

Thank you, Jim, and good morning, everyone. We're pleased to be here this morning to discuss the successful conclusion of last year and the positive start we've had in the first quarter of this year. The key issues are clearly detailed in the first four paragraphs of my written comments in our press release, and I encourage you to read them instead of having me repeat them as is customary. I will now ask Desiree Burke and Matthew Demchyk to share some points that we thought would be of interest to you, and then we will move straight to your questions. So, Desiree?

Sure. Good morning. For the fourth quarter of 2023, our total income from real estate exceeded the fourth quarter of 2022 by over $32 million. This growth was driven by the addition of Bally's Biloxi and Tiverton, which drove an increase of cash rental income of $12.1 million. The Rockford acquisition increased cash rental income by $3 million. The Casino Queen Marquette acquisition and the Baton Rouge landside development increased cash rental income by $2.3 million. The recognition of escalators and percentage rent adjustments on our leases added approximately $3.6 million of cash rent and the combination of higher non-cash revenue gross-ups, investment and lease adjustments, and straight line rent adjustments drove a collective year-over-year increase of approximately $11.6 million. Our operating expenses increased by $12.8 million, primarily related to increases in non-cash expenses such as depreciation and the provision for credit losses. The annualized rent reduction in the amended PENN percentage lease was $4.4 million, which began in November of 2023. However, we did achieve full escalation on that lease of $4.2 million annualized and $3.5 million escalation on the PENN 2023 master lease annualized. In addition, our PENN amended and Pinnacle-Boyd master leases have rent resets occurring on May 1st of 2024. We expect these resets will increase percentage rent adjustments between $4 million and $5 million annually. From a balance sheet perspective, during the fourth quarter, we sold 3.9 million shares of common stock under our ATM program raising approximately $179 million. Subsequent to year end, we sold an additional 182,000 shares. Our net leverage remains under five times EBITDA. Included in today's release is GLPI's full-year 2024 AFFO guidance, ranging from $3.70 to $3.74 per diluted share and OP unit. Please note that this guidance does not include the impact of future transactions. For modeling purposes, our non-cash straight line rent adjustments for 2024 will be approximately $62 million, which will be needed to be included in revenue and then deducted for AFFO purposes. I would also like to note that our first quarter dividend was declared of $0.76 per share and our rent coverage ratios remain strong, ranging from 1.95 to 2.75 on our master leases as of the end of the prior quarter. With that, I will turn it over to Matthew for his comments.

Thanks, Desiree and thanks to everyone for joining today. Over this past quarter, we've watched as market participants vacillated between diverse views on interest rates, inflation in the economy, headlines around looming commercial real estate loan issues and the potential for more abound. It's a very interesting backdrop to further highlight the relevance of GLPI's enduring cash flows. Our thoughtfully constructed portfolio of safe and durable cash flows combined with our liquidity and capital markets discipline have set the stage for opportunity. And to that end, this past quarter, we again demonstrated our team's ability to uniquely source and structure a transaction to the benefit of our shareholders. Our team created a bespoke solution for a new tenant partner, American Racing with our recently-announced Tioga Downs acquisition, in which we issued OP units and achieved an 8.3 initial cap rate on a $175 million investment. The transaction took a long time to finalize and underscores the sweat equity that our team invests into deals as we compete on capability and not just the cost of capital. Our capital market actions reemphasize our commitment to balance sheet strength and our respect for the role it plays in our long-term success. With an appreciation for our pipeline of opportunities, including Tioga, we also opted to lock in equity through our ATM program. Our very healthy net leverage positions us to be highly opportunistic in our use of debt and equity for new deals. We've underscored our dual commitment for GLPI to be both safe in a volatile environment, and also very well positioned to take advantage of opportunity if and when it arises. Our core message to potential counterparties is that despite the macro backdrop in volatility, we are very much open for business. Our overarching objective remains the same, increasing long-term intrinsic value per share. Thank you to our shareholders for the confidence you've placed in our efforts to make prudent long-term decisions for you. And with those comments, I'll turn the call back to Peter.

Well, thanks, Matthew. I think that well summarizes kind of our philosophy of operating with this company. And the growth, which I'd love to look at. The 19 properties we left when we spun from PENN, we did so with 19 properties. Today, we have 62 including Tioga. The script I have here says 61, but things get old here quickly. so, we're pleased to say 62 properties in the time we've been in this business. We're proud of that. Okay. with that, time to open the floor to your questions. Operator, would you please do so?

Thank you. Our first question comes from Jay Kornreich with Wedbush Securities. Please go ahead with your question.

Hey, good morning out there. You previously mentioned having a number of opportunities to hit singles and doubles this year with new acquisitions. So, I'm wondering how you currently see the opportunity set and based on your conversation, what the appetite of regional casino owners currently looks like?

Just for fun, I'm going to give that to Brandon Moore, who's looking to respond. How about it, Steve?

I'm sorry, could you repeat the second part of the question?

Yes. My second part was just based on your conversation with current regional hotel owners, kind of what their appetite currently looks like for sale-leaseback?

Sure, sure. Look, I think from a pipeline perspective, it remains very healthy and active. Our dialogues are plentiful. I think, from a regional owner perspective, we're currently having more dialogues with folks, who have either generational ownership type of complexities that they're working through or tax matters that they're working through. I think things right now are not necessarily down the middle of the fairway as far as people just out there looking to transact for the largest number and regular way transaction, because of where the capital markets sit in the macroeconomic environment. So, I think what we're really seeing is interest has remained high for people that have needs and those needs are various. But we continue to have dialogues and I think we feel very, very good about the upcoming quarters.

And Jay, I'll add if you, I mean, look out in the environment, we're building on this reputation of being a unique problem solver. You look at Tioga to Steve's point, the fact that we used OP units, we're able to help tax structuring, did the same exact thing in a different way with Cordish. that tends to help. And it also tends to help us get a better-than-market return when we close these deals for our shareholders. Because we have a true partnership with our counterparty.

I'm smiling here, you can't see it obviously. but my suggestion that we direct that question to Brandon as our General Counsel was, he is always caution that we don't get too far ahead of what's out there. Look, we're very active in chasing down opportunities. These things are often complex, take a long time to get done. So, with those cautions, we continue to work away. Early on, we used to get the question, where's your pipeline? Well, we've never had a pipeline yet. I highlight we've gone from 19 to 62 properties and it's not an accident. So, we're encouraged. We'll see where it goes.

Okay. Well, I appreciate all that color. And then just as a follow-up on the capital raising front, as you commented, you've recently been tapping the ATM, you have a robust $684 million cash and the balance sheet looks like. So, just wondering how you think about funding upcoming acquisitions, if that will largely be done, nothing but balance sheet or if you think about or how you think about match funding, kind of new equity and debt capital with new acquisitions.

Yes. Jay, I mean, one thing we've been certainly focused on is making sure that we're not exposed to the winds of the capital markets. So, towards the end of last year, we derisked our bond refi that we'll see later this year with the bond raise that we did. And you're right, we've used the ATM to cover effectively all the cash needed for Tioga and then a little bit from a position, where we already had really strong debt to EBITDA. And the goal is really to be in a position to play offense. And when you think about the relative cost of debt and equity, there's a period where they converged decently and they're beginning to diverge a bit. And if you look at our bonds that we did towards the end of last year, the trading in the low-sixes, and that's really late earnings potential to your point on incremental deals. I mean, we have the opportunity to use debt as a tool maybe, more so than we have over the past few years, because our leverage is so low and expect us to continue to pre-fund and match fund acquisitions with ATM equity at the same time as maybe balancing things a bit more from an earnings perspective. But it's going to be a function of how big the opportunities we close are and the timing around those. And don't forget, we've also got Lincoln still outstanding. We've got the spend with 10 on the back burner to ultimately get spent. So, we want our balance sheet to be able to handle, walk and chew gum at the same time, handle multiple things at once.

Okay. All makes sense. Thank you very much for the time.

Our next question is from Greg McGinnis with Scotiabank. Please proceed with your question.

Hey. good morning. Maybe, just to follow up on that funding question. So, VICIs used the forward feature on its ATM pretty effectively in terms of building up dry powder with a limited dilution impact. Is this a tool that you've considered using or what are you looking for before utilizing it?

Yes. I mean, we have used the ATM in the past. We closed on an acquisition in February of this year. So, the fourth quarter use of the ATM, we knew we had that transaction Tioga coming at us. So, there was no need to enter into a forward for that equity raise. But we absolutely know that that is a tool that we have to use when it makes sense for us to use it.

Okay. And then I'm just trying to understand on the guidance range how you might hit the bottom end. Because if we annualize Q4 we're kind of in the middle of the range and embedded escalators appear to offset any additional share issuance that is guidance included, share issuances beyond what we've already seen or is there something else to consider there?

Yes. The forward curve changes rapidly. Just last week, following the Fed's announcement, the curve shifted upward as they didn't anticipate some rate declines. This gives us some flexibility in our guidance regarding future changes to the curve based on upcoming announcements and the possibility of around 75 basis points of rate reductions by year-end. There is some variability in interest expense, along with the ongoing Rockford funding pipeline. While we are committed to funding that loan, the exact timing remains uncertain. Therefore, we have some leeway regarding when these transactions and loan fundings will occur.

Okay. So, if those are delayed, then that's potentially how we get to the bottom end.

All right.

I guess, it's just the term loan, right. That would be the…

Yes.

…on the variable side.

That's a $600 million term loan. That's right.

Okay. All right. Thank you.

Our next question is from Todd Thomas with KeyBanc Capital Markets. Please proceed with your question.

Yes. Hi. Thanks. Good morning. I guess, I just wanted to follow up first on the comments around that capital costs. Matt, you said they've come in a little bit, what's in the guidance for the September, the $400 million with a maturity at 3.35%. And then if you do look to utilize debt capital more in '24, with pricing a little bit more favorable today, can you just remind us how comfortable you are taking leverage up from current levels?

In the guidance, we have already accounted for the $400 million at 3.35% that we are taking out, which was issued at the end of 2023. This is a known figure and not subject to change. As Matthew stated, we will strategically use our balance sheet when it is the right time, and we can always increase our leverage. We do not plan to keep it below five indefinitely. We see it as a tool to be used at the appropriate moment.

Todd, I mean, over cycles we've talked about our target range being 5 to 5.5. We said, hey, in this environment, our sweet spot's definitely towards the lower end of that. but to Desiree's point, we're well within it right now. So that gives us some flexibility on incremental deals to navigate and think about what's best given those relative costs.

Okay. And then just in terms of the investment pipeline and pricing, how should we think about pricing for any future investments just vis-à-vis the Tioga Downs deal at 8.3%. Can you just provide some insight on pricing for future deals that you're seeing in the pipeline today and how we should think about that?

I'd say that every transaction is quite unique. There are elements of each transaction that can either lead to higher risk-adjusted returns and thus higher cap rates, or possibly lower cap rates, depending on the specifics of the deal. Generally speaking, if we look at the gaming market, particularly regional gaming transactions over the past year, most have fallen around the 8% range, give or take. I don't expect cap rates to shift significantly anytime soon. Thus, I don't foresee cap rates reaching 9.5% in the near future, nor do I think we'll see 6.5% cap rates in regional markets shortly. While Las Vegas has its unique factors, it's difficult to suggest a specific percentage to incorporate into your forecasts, as each transaction is distinct and should be evaluated individually.

Okay. and is there any update at all on Lincoln, whether you have any insight or can discuss how you feel about that potential opportunity prior to the end of the year?

Yes. we don't have really visibility or color into that. Obviously, it's an asset that is a premier regional asset that we would love to own in an accretive way. And so all those factors remain true. The win is very unknown. Obviously, as we did with the Tropicana transaction, we pushed out the option to the end of 2026 to give ourselves additional time to pursue and ultimately acquire Lincoln. So, we do have additional time. It's not required that we would close that by the end of this year. So, we're kind of standing by and waiting to hear updates.

Okay. Thank you.

Our next question is from Brad Heffern with RBC Capital Markets. Please proceed with your question.

Yes, thanks. Hey, Matt. I think you briefly mentioned about PENN development funding, but can you give a broader update on that and when you would expect those funds to start being drawn, obviously, Aurora's had the groundbreaking?

I mean, we really point you to the comments they made around their expectations. I mean, all that we've heard is pointed to them likely given the mechanics, the agreements and Aurora likely using their balance sheet and using us probably closer to the end of the development period versus early as more of a takeout. But it's really up to them. No, I think…

That's the update we have.

That is the best update. I mean, I believe they're, well, they are committed and moving forward on these projects. We'd love to put up money sooner, but that gets down to their balance sheet management and what they choose to do. So, we stand ready willing and able, and anxious to put money to work with PENN if we can, or as soon as we can.

Okay. Got it. And then the coverage ratios continue to work down fractionally each quarter. Are we at the point now where you think kind of the COVID tailwinds that we're elevating those numbers are out of the numbers and these coverage ratios are sort of representative of the true fundamentals? Or is there still more to go?

Yes, that's a good question. It likely pertains more to the operators than to us. However, as you have observed, the figures have only decreased slightly, remaining between 1.95 and 2.75. This is still very strong. We are confident that these changes are no longer due to COVID but rather due to operational adjustments that the operators have implemented to enhance their margins. However, the operators would be able to provide better insight regarding their coverage.

Yes. We've said for a long time we expect some of the benefit to ultimately be kept. but I mean, there are a lot of forces that were one time in there. So, we started from a strong position, it got incredibly strong and we expect it to fall out somewhere in the strong plus category.

Okay. thank you.

Our next question comes from Haendel St. Juste with Mizuho Securities.

Yes, I apologize for that. The first question concerns the dividend. The new annualized dividend of $3.04 suggests an 81% payout ratio at the top end of the guidance. I'm wondering if you are adjusting your target payout ratio to something above 80%, or is this mainly indicative of you and the board's confidence in your ability to exceed expectations this year? Thank you.

We are not changing, around 80%, we've always been around 80% of the payout ratio. Obviously, it does change based on what our taxable income is at any point in time. And we are reflecting a payout ratio to meet our taxable income distribution requirements.

Fair enough. Regarding the acquisition of Tioga Downs this quarter, the Racino asset, I'm interested in what attracted you to this asset type. Will we see more activity in this area soon? Also, could you provide some insight on how the low 8% cap rate compares to current regional gaming cap rates in the market? Thanks.

Steve?

Yes. look, the proprietor of that asset, Jeff Gural, we've known Jeff for some time. and Jeff had some tax things he was working through with respect to the transaction and minimizing the leakage and the like. So, we were a natural fit to have the dialogue with him and try to find a complex bespoke solution. And so we endeavored down that path. Look, we were not in the state of New York. We obviously have an interest in geographic diversification at the same time. It's a wonderful asset and I think we feel very comfortable that whether it's Jeff or someone, someone will want to run that property long into the future beyond when I'm here even. So, we felt very good about the longevity of the asset and the counterparty we were dealing with and the ability to solve some of the problems that he was working through from a tax perspective. So, those are all the reasons that kind of got us to the table as far as the transaction goes. with respect to whether you should take the A3 and just roll it forward for other transactions. I think, I would go back to what I just said. I think each transaction's different. I think for smaller transactions with individual proprietors, where we are providing additional benefits, I don't know; maybe for the time being that's an okay area to think about cap rates in the low-eights. But I think as the markets kind of stabilize and the larger players come back and start to look at divestitures or larger scale M&A, things of that nature, I don't think, we'll forever see low-eights as kind of the normal go-forward cap rate for transactions.

Got it. Appreciate the color. And just more broadly, are you interested in adding more of these assets to your portfolio? And is there anything specifically with this operator that you can do any rolling horizon agreements to purchase any more? Thanks.

Which assets? I mean…

Well, I think if I understand the question, are we interested in adding more regional assets of this nature? I think if that's the question, our answer will be sure. We can underwrite them and get the right cash flow.

Absolutely.

We have many assets that include a racing aspect. Sometimes, the racing aspect serves as an entry point for these transactions, while in other instances, it acts as an essential amenity for the deals we pursue. I don't believe we concentrate solely on racing, but the racetracks are indeed a significant element of numerous gaming properties, and we are open to engaging in those transactions.

I believe we own more racetracks than anyone else in the United States. We're involved in the gambling and gaming industry, which often serves as a gateway to broader gaming. Some of my last projects at PENN involved building two racetracks in Ohio, which are excellent facilities for gaming. We're excited about our presence in the racetrack sector.

Right. I would say we're thrilled to own racetracks with gaming component, right. So, it is the regulatory environment has historically allowed slot machines and other gaming because of the license.

You don't love horse racing now, Desiree, okay. It's kind of a joke in here. The racing business has been much of my life. But it's been the entree to a lot of great things for PENN in its time and certainly for us here at GLPI. So, would we own more? We sure hope so.

Well, Peter, thanks for that. And I wouldn't wager against you. You've got a pretty good track record. Thanks for the color, guys.

Thank you.

Our next question comes from Daniel Guglielmo with Capital One Securities. Please proceed with your question.

Hello, everyone. Thank you for taking my question. The first one, Peter, you've been in the gaming industry a long time and seen various cycles play out. When you think about ROI projects and things operators can do to bring more people in the door, what do you think is the best bang for the buck? Are there certain projects you'd be excited to see announced by your tenants in the coming years?

Wow, that's a difficult question. Yes. Anything that makes money.

PENN's a good case.

Yes.

The PENN's engaging in.

Yes, Matthew highlights that PENN is a good example of companies looking to invest more in their projects, including two hotels in Columbus and at the Diamond Las Vegas, both of which require room expansions. Columbus has long needed a hotel, and they are also expanding in two Illinois locations, Aurora and Joliet, which is a positive move. We can also reference the Casino Queen's successful transition in Baton Rouge into a landside property. We were heavily involved in that, and it has produced great results. Overall, we are keen to see our tenants invest in opportunities, but it varies by project. The projects we are considering are quite exciting and positive. Ultimately, anything that generates profit is what we are looking for.

Great, thank you. That makes sense. And then kind of on a similar vein and as you guys are looking at development, just how is the development environment changed, if any, this year versus last? Is there anything of note that you're seeing around kind of labor availability, supply chain underwriting versus actuals? Maybe, Steve or whoever? Thank you.

Steve?

Yes, there are two points to mention. From a development financing standpoint, not much has changed from last year to this year. It's still a challenging environment for those seeking funding. However, I've noticed that existing tenants are beginning to take a more in-depth look at their current portfolios and the redevelopment or development opportunities that may be available at those sites. This has become more apparent recently compared to a year ago. Regarding supply chains, I sense that, in many instances, things have improved slightly, though not fully. There are still long lead times for mechanical items, but it seems that everyone has adapted better to the situation. People are now accustomed to placing orders significantly further in advance than they used to. Overall, the construction process is starting to feel more normalized.

Great, thank you.

Our next question is from Barry Jonas with Truist Securities. Please proceed with your question.

Hey. good morning, guys. Wanted to ask about the Tropicana. Can you talk about where things stand or maybe what are the next steps there? I know the property's shutting down in roughly a month. And then just curious how involved you expect to be in the development of the stadium or the prop or the new property. Thanks.

Brandon is going to take that; I finally got him to answer something.

I'll answer. Yes. So look, I mean, I think a lot of the news coming out of Las Vegas lately has been somewhat negative questioning the timing and development, and maybe the viability of that project. I think from our perspective, a lot of that's noise. I think a lot of this is proceeding along the timelines that we would've expected. We understand at this point that the valleys and the As are working pretty closely together to ensure that the A's new stadium design and the integrated resort really maximize the use of that property, that 35-acre parcel and the value that's there. And we've had an opportunity to see the Stadium architectural designs and we've seen several variations of the integrated resort designs. And we still believe that the fully-developed property will be a very good addition to that corner of the strip. I think as far as how involved we'll be, time will tell. we're the landowner and obviously, we're taking a very keen interest in ensuring that the value of the remainder parcel that we hold is sustained. And if we can enhance that, we certainly are looking to do that. But this time, I think we're waiting to see what Valleys is proposing to do for the integrated resort and then we will figure out what our opportunities are to invest in that. And that in some ways will depend on Valley's needs for financing. So, I think we're in kind of a wait and see mode, but we're still optimistic that this will be a good project on the corner of the strip.

That's really helpful. And then just as a follow-up, kind of wanted to get your thoughts on the potential for maybe doing deals on tribal land. Curious if you have any thoughts on the types of structures that could potentially make sense. Thanks.

Yes. I don't know that I can shed a whole lot of light on the structures themselves. I can say this. we have focused on the tribal land held in trust market as a very large gaming market here in the United States. And if there's a way that we can find from a REIT perspective to generate good REIT income from an investment with those tribes on those properties, we see it as a tremendous opportunity. We've spent quite a bit of time and effort in structuring some things and I won't say that we're there. We have a few ideas on how these things could work and we'll continue to spend some time on that in conjunction with some of the tribes and see if we can come up with a way that we can safely invest in these assets for our shareholders. And I think if we're able to do that, it's a tremendous market. but we'll do so carefully and we continue to work on that.

Awesome. Really appreciate it. Thanks.

Thank you.

Our next question comes from Smedes Rose with Citi. please proceed with your question.

Hi. Thank you. You've been through a lot of questions, but I just wanted to kind of circle back. You mentioned at the beginning that you're spending a lot of time with folks, where there's generational ownership issues and maybe, some tax discussions. I guess, two questions, those kinds of deals, are they typically in this kind of rent range, kind of a, call it $15 million, $20 million? And do you feel as a company that you have maybe sort of a competitive advantage against maybe the other experiential REITs or just more traditional REITs, triple-net REITs that want to play in this space? I'm just kind of curious, who you're seeing kind of at the table when you start engage in these discussions.

Yes, I'll go ahead and start, and others can join in if they wish. Regarding the transaction size, it would be a mistake to think that all sole proprietor transactions fall within the $14 million rent range. The transaction involving the Cordish family was with a privately-owned business and was significantly over $1 billion. Therefore, I believe that not all deals, particularly those involving sole proprietors or closely-held family businesses—which still make up a significant part of the gaming industry—will fit into a specific size category. There are many large and notable assets in the country owned by individual owners or small groups. Thus, I don’t think there is a standard size range for these transactions. However, I believe that as we continue to engage in transactions with such counterparties and refine our strategies around tax structuring and the use of operating partnership units, we will begin to see a competitive advantage. I see this as a beneficial aspect for us as we proceed with transactions involving tenants that fit this profile, ultimately enhancing our competitive position within the industry.

Yes. and I would just add, from the competitive advantage standpoint, as Steve talks about. when we spun this company out of PENN over a decade ago, it was really heavily focused on some very creative and in-depth tax structuring. And I think we've kept that notion here at the company and when we look at potential counterparties and potential tenants, we often will put our resources, our tax resources and expertise behind trying to find ways to solve their issues. And so sometimes people come and they say, well, we'd love to transact, but we have these tax issues that we're just going to prevent that. And we say, well, let us take a look at those. We might be able to help you find solutions to those. And so I think to Steve's point in a competitive advantage, we show a willingness to try to take a problem and see if we can't put our resources behind it to try to solve it. And I think that's led to the deals like Tioga.

Yes, let me take a moment to highlight something I haven't done before. It has been my practice for many years to bring our entire team to these presentations, so you understand that no single person is responsible for our success in this company. We have an exceptional team of skilled, capable, and motivated individuals, and I believe what we do is remarkable. So that answers your question.

I think we, I mean, Smedes, as you asked the question, it just reminded me of the Cordish dialogue. I mean, they certainly had the opportunity to talk to whomever they wanted to and hearing directly across the table that the others treat it like it's other people's money. But you guys treat it like it's your own, really underscores the philosophical differentiation with Peter and his history, and being in the industry, the kind of compound difference you've been able to achieve. When people decide to take units in the company and become investors alongside us, and this theme of partnership, it leaves them to decisions that might be not fully economic to the last sense. And that's why in their case, they said, you guys weren't the best price, you were the best decision. And we hope to have that align with future dialogues. It certainly gives us case studies we can put out and have them look at, and understand the why behind the decisions that people have made to date.

Great. Thank you. I appreciate it.

Our next question comes from David Katz with Jefferies. Please proceed with your question.

Hi. Good morning, everyone. Thanks for taking my questions. Look, you covered a ton of ground, I think one of the areas we haven't really discussed much is international. And the degree to which, you would contemplate assets at this point that are outside the United States. And yes, I do consider Canada to be another international in another country. But any other territories that might be on your consideration board at this point?

Yes. I mean, every time a transaction comes up, we do look at it. So, we've looked at transactions in South America, Europe, Canada, 20 times. We have spent time, obviously it's not an easy endeavor, because you have to do a bunch of tax analysis and understand what the leakage is. And when we look at that, just like we do with our underwriting and we look at a risk-adjusted return. we look at what's the net tax impact cash flow and what does that mean from an investment perspective internationally. So, we have looked in a number of international jurisdictions. We have been on properties in the number of jurisdictions, but we've always looked at it with a net tax lens. And therefore, at times, I think that's maybe caused us to not win in a particular bidding scenario. But nonetheless, that's the appropriate way we believe to look at these things.

And is it fair to say that it sounds as though, if not the primary gating factor, is the tax element of it?

I wouldn't say that's the primary factor, but you certainly have to consider that you have leakage to that country that you have to pay before you bring the proceeds back to the U.S. for REIT purposes. You have to take that into consideration and what your return is that you're really getting, it's not a primary factor, but it is a factor, which will cause us to need more income in order to overcome that.

Yes. I think, when we look at these foreign jurisdictions, tax is certainly one of the leading indicators on whether or not economically it makes sense. But there's a whole handful of other risks that we have to analyze when we look at that. And if you're talking about Canada, you may have less so, but you certainly have regulatory risks. There are different regulatory environments. You have currency risks. you have political instability. So, depending on where you are from South America to Canada, the risks could be numerous or they could be a few. but tax is almost always one of them.

We carefully evaluate many factors and generally don't overlook much, but we haven't found a jurisdiction that meets our criteria yet. We'll continue to explore various opportunities, but we won't make a decision until we see sufficient evidence.

Understood. Thank you very much.

Our next question comes from Caitlin Burrows with Goldman Sachs. Please proceed with your question.

Hi. good morning, everyone. Maybe, just back to that, how a lot of the deals you're looking at today are not the simplest type given where the capital markets are. I guess, what do you think would make that change? Is it just lower cost of capital supporting lower cap rates? Is it capital needs by operators? Like what could get that traditional type deals going more actively?

My opinion would be capital market stability. I think, if you think about people trying to maximize price as a seller or you think about large scale M&A, for example in all those inputs that the critical component is the cost of debt, any quantum of leverage you can put on a transaction. So clearly, a few years ago, when that was plentiful and inexpensive., we saw prices able to press higher, because the amount of leverage whether it be public gaming REITs or private real estate investors were able to utilize to maximize the purchase price. And I think from a gaming perspective, on the operator side, most of our tenants and even those that aren't our tenants fund most transactions via debt. there are not a lot of gaming operators that go out and issue equity to do transactions. So, as the capital markets are more expensive on the debt side in particular, it definitely causes a slowdown in regular way "traditional" sale-leaseback transactions and puts a little bit of a capping on the pricing aspect.

Got it. Okay. That makes sense. And then maybe, just on that activity, you guys mentioned earlier in the call, how the number of properties has increased substantially over the past number of years. So, as you look at your current conversations and expectations for '24, can you give any commentary on just your expectation for deal activity to kind of get over the finish line this year or even just in the first half?

The answer is no. The answer is no. Look, I think it's been well said that there's a lot of stuff that is out there. We look at a lot of stuff. I sometimes use the Bible quote, that many are called, but few are chosen. So, it's completely unpredictable. I could tell you the number of things, I can't and won't. but I could tell you some things we're looking at, we'd like to see done. but they're getting done is completely unpredictable. Or even if it is likely to happen, is it going to happen this year? Will it happen next year? A lot of complexities to the stuff that we do. There's regulatory approvals, there's just so many parts and pieces, so that nothing happens fast. Therefore, we're just going to tell you we're working at it. Stay tuned.

Okay, thanks. We'll stay tuned.

Our next question is from Ron Kamdem with Morgan Stanley. Please proceed with your question.

Hey, just two quick ones. So, one on the Tioga Downs deal. I saw the presentation on the website, which I think is one of the first times you guys have put out a presentation after a deal. So obviously curious, why you decide to start with this one, which is super-helpful. But the question on this one is just on this right, or first refusal for Vernon Downs, any sort of conversations with sort of American Racing are they looking to sell? But actually, what's the color behind that ROFR?

I'll touch base on the ROFR and then Steve can talk about the presentations, which you got to start somewhere, so why not now. I think, I think with the ROFR, the ROFR when we look at Vernon is more of a defensive play. So, Vernon doesn't generate a ton of EBITDA and it has some challenges, some tax challenges and other things in the way that that property came to be. It's not something that we have focused on as being necessary for the transaction and I don't think it's necessarily something that Vernon or that American Racing is focused on in monetizing. I think the issue in New York is or in any gaming jurisdiction, anytime you have a facility in its potential, you want to see if you can get a right to acquire that facility. And this is one where it didn't make sense to acquire it today, but that doesn't mean it won't make sense to acquire it in the future. And so that's the reason we had negotiated that ROFR with respect to Vernon. but I wouldn't say there's anything in the foreseeable future from either our side or American Racing, where that will make much sense.

Yes. With respect to the presentations, I think we had heard through the Rockford transaction that I think it would've been helpful in some cases for us to have some nice pictures for people to look at and things of that nature. So, I think to Brandon's point, we just figured we'd start somewhere and I think future transactions, we'll have similar few pages of information for you to look at and glean a sense of what we're doing.

My second question relates to the guidance, as it seems you came in below consensus, and there appears to be some conservatism included. You mentioned your assumptions regarding interest costs. Could you provide more clarity on the expected changes in interest costs compared to the anticipated changes in NOI? I'm looking for a broader view of the key line items beyond just the AFFO situation to understand better why the figure of $3.72, which essentially reflects the fourth quarter annualized, is what it is.

Yes, we've provided all the information we want to share. The $10 million spread on $1.50 billion isn't a significant change. I've tried to clarify where we think we have some flexibility, considering the timing of the transactions that need funding throughout the year and the movement in interest rates. The rate increased by 38 basis points recently, which shows the uncertainty about future developments, especially as the Fed releases more information and inflation remains strong, not yet down to the 2% target. In the grand scheme, I don't see this as significant; our peak is $3.74. We'll adjust our guidance as we gather more information and gain better insight into what's occurring. That's the context I wanted to provide on this call.

Great. thanks so much.

Our next question comes from Mitch Germain with Citizens JMP. Please proceed with your question.

Thanks and congrats on the year. just toward guidance, I'm just trying to make sure, I understand what's in it and what's not. So, Tioga and I guess, you provided some perspective Desiree on Boyd and Pinnacle resets. Is that in guidance today?

Yes. It is in guidance today. And Tioga is in guidance today. That's correct.

Right. Okay, great. And just curious about the competitive landscape. Are you guys seeing more organized capital kind of coming off the sidelines these days?

It's a very small sample size. However, I would say that the same organized capital that has been pursuing gaming real estate for the past couple of years is still the same capital that's active now. I don't believe there are new entrants that have raised funds to enter this market. We've also had discussions with one private real estate provider about potentially exiting the space. So, I don't think there are significant headwinds. The main factors keeping some additional participants on the sidelines are the leverage component and the cost of debt.

Thank you.

Our next question comes from John DeCree with CBRE. Please proceed with your question.

Good morning, everyone. I have addressed most of my questions, but I have one big picture question for you, Peter. Given your extensive experience with new states legalizing casinos, I wanted to ask about the recent legislative activity in states like Texas, Georgia, and Alabama, among others. Assuming you don’t have a crystal ball, is there anything specific you are monitoring or any situation where you see potential momentum that might warrant our attention? I'd like to know if you have any particular insights regarding these scenarios.

We watch closely anything that looks like opportunity. So, you can count on the fact that we're very much aware of what's going on out there in the world, period. Look, my general view is everybody, game is going to be everywhere. There's no place, where it won't be, just a matter of time. States feel the pressure when the guy next door and half their population is going elsewhere to gamble. Sooner or later, they break down and participate. So, we keep a close eye on that. But Brandon, you want to add anything?

I think that's generally correct. We are closely monitoring developments in Alabama, Georgia, and Texas. Currently, both Alabama and Georgia have bills in progress that could create new opportunities. The landscape in the southeastern United States has changed significantly in the past five years, with an increase in sports betting in nearby states. People are becoming more familiar with gaming as a form of entertainment rather than just associating it with negative impacts. As a result, the general population in these states appears to be more supportive of expanding resort-style entertainment gaming. Each year, progress is made in these states, and I believe we will eventually see these changes take place in both Alabama and Georgia, as well as in neighboring southeastern states. We are keeping a close watch on this situation, as it presents potential opportunities if these states move forward.

That's great. Appreciate all that color. Thank you, all.

Well, thanks, operator and thanks to all of you, who have dialed in this morning. I hope that what we've presented is helpful. and as always, we are looking forward to seeing you all next quarter. Thank you.

This concludes today's conference. You may disconnect your lines at this time and we thank you for your participation.