Greetings and welcome to the Gaming and Leisure Properties Second Quarter 2015 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the conference over to your host today, Ms. Kara Smith of ICR. Please go ahead, Ms. Smith.

Good morning. We would like to thank you for joining us today for Gaming and Leisure Properties second quarter 2015 earnings call and webcast. The press release distributed earlier this morning is available in the Investor Relations section on our website at www.glpropinc.com. On today's call, managements' 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 from those discussed today. Examples of forward looking statements 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 these forward-looking statements contained in the company's filings with the SEC and the definitions and reconciliations of non-GAAP financial measures contained in the company's earnings release. On this morning's conference call, we're joined by Peter Carlino, Chairman and Chief Executive Officer; and Bill Clifford, Chief Financial Officer of Gaming and Leisure Properties, Inc. Also joining are Steve Synder, Senior Vice President of Development; Desiree Burke, Chief Accounting Officer; and Brandon Moore, Senior Vice President, General Counsel and Secretary. With that, I would like to turn the call over to Peter Carlino. Peter?

Thanks, Kara and good morning, everyone. As usual, we'll keep our comments brief and open the floor to questions. From an operating point of view, we had the quarter that we expected, so not much to report there, happy to say. Significantly, as you all know, we signed our transaction with Pinnacle this quarter, which is exciting and something that we're working with now very hard to bring to a conclusion in the shortest possible time. I would report that this whole process has been kicked off very positively with Pinnacle. They have been terrific to work with, and I think we are clearly aligned and getting to the goal in the shortest possible time. I noted that Pinnacle announced a great quarter. They, I gather, are going to be following us at – said 10 o’clock, 7 o’clock it kills me, their time. That's more ambitious than I think we'd want to do here, but to talk about the quarter they had, which was really terrific. So very pleased with what has happened there. And we remain focused, obviously. That's priority one, two, and three. But business is ongoing and we are still open for business as we look ahead. So with that, I am going to – unless Bill, you have -- okay. Then let's just get straight to your questions. Operator?

Thank you. [Operator Instructions] Our first question comes from Joel Simkins with Credit Suisse. Please proceed with your question.

Hey, good morning, guys. This might be the quickest call, I think, in gaming industry history.

We were expecting that. Go ahead. Joel.

Obviously, back in your former lives at [Penn], you made a very nice purchase of the [M]. I think back then you did a little bit of leap of faith that the regional - or that the locals market was going to get better. It does seem like, at least based upon [Boyd's] results that market's continuing to recover steadily. There's obviously a number of assets held by private companies, folks that might need some capital. Peter, what's your take on the Las Vegas locals market at this point? Is the recovery real, and is this something, [Mark], you would take a deeper look at?

Goodness, Joel. I mean you guys see that, and are focused more broadly on that everyday than even we are. I think the results are clearly there. The locals market has improved dramatically and that's certainly been the Penn experience at M which by the way I think from a pinpoint of view is pretty exciting as they look at the Trop transaction. As a shareholder I feel very positive about that, small commercial in for Penn. But I get the sense that pretty much across the board regional and local markets are doing better.

Yes, I mean Las Vegas is also - the construction - housing construction is starting to pick back up. Not anywhere near what it was at the peak, but you are at least starting to see construction jobs, new homes getting built, obviously the two projects announced on the strip, the Genten project, which to my understanding is ground-breaking, is going to create some good jobs in town. And then just the concept of they're still next to California. So at the end of the day, the migration of people's return to Las Vegas. So I don't know that it will hit - I don’t know that we can exactly say Las Vegas is back to the glory days, but it's certainly come out of - certainly on the way up.

Thanks, guys. I am all set.

Thanks, Joel.

Thank you. Our next question comes from Steven Wieczynski with Stifel. Please proceed with your question.

Good morning, guys. Bill, first question for you, I guess. On the guidance, the updated guidance, I want to get something clear. Does the new guidance - I know you called out, does not include deal-related costs going forward, but the EBITDA number for the full year, does that - that does include the costs from the second quarter, is that correct?

That’s correct.

So you essentially would have been raising guidance without the second quarter cost from the deal?

Yes, that’s correct.

Got you. Then second, given where the equity is kind of traded since you announced this transaction, I was wondering if you guys thought about any way to maybe do something to push the equity a little bit higher, basically trying to come up with something where you potentially use less debt - excuse me, more debt and less equity for this deal, given where your equity price is today?

You know, I think clearly we would be happier if our stock price was higher. I don't think there is any shock to that statement. I think at the end of the day we recognize going forward that we need to have conservative balance sheet and we will have to be in a position to be able to do big transactions. Doing big transactions from a higher leverage point we think for the future is not going to be conducive to getting there. At the end of the day clearly it's our view and it's our commitment to keep the leverage at 5.5 times. So for now, it's not really up for negotiation. However, facts and circumstances change. I am not saying we would never do that, but as far as plan A, B, and C, all involve us raising the amount of equity that we have indicated we are going to.

Look, it's a long road. These are very early days, so we are scarcely in panic mode. This is fine. We understand, I think, what's going on in the market. I think we just have to play this thing out and let time mature the situation. But Bill's answer is one I would stand by as well.

Okay. Great. Thanks guys, appreciate the color.

Thank you. Our next question comes from Dmitri Chupatov with Barclays. Please proceed with your question.

Hi, everyone. Could you just start by walking us through what needs to happen from now until close? I think we covered it on the last call, but beyond just shareholder vote, equity and debt deals, is there anything else that we are missing, and if you can give us any color on expected timing, that would be helpful.

Brandon, you want to speak to that?

Sure. I think outside of the SEC process and shareholder meeting, registration statement, the debt and equity that you talked about, the only thing I would highlight would be the gaming approval that Pinnacle will need in many states and we will need in a few states and that process has already started.

Great. That's helpful. Prior to the deal closing are there any restrictions on you pursuing other sorts of transaction, be it a one-off or larger portfolio deals?

No restrictions other than what you might have seen in the transaction documents that would be implicated if we were trying to do something that would make this deal materially more difficult to close. But nothing specific that would prevent us from pursuing another transaction.

That's really helpful. Thanks.

[Operator Instructions] Our next question comes from Carlo Santarelli with Deutsche Bank. Please proceed with your question.

Hey, guys. Just more of a technical question, as it pertains to the transaction and the structure and, obviously, the compensation of the Pinnacle shareholders. Obviously, there is break up fee in the language. Is there any other kind of language around the GLPI share price and moves within a certain band that we need to be aware of?

No. It's a fixed ratio, 0.85. There is no colors.

Okay. Great. Thank you, Bill. That's all for me.

Our next question comes from Chris Jones with Union Gaming. Please proceed with your question.

Great, thank you. Two quick questions. First, when you contemplate, as we kind of contemplate the merger between Pinnacle or this deal, how should we look at the TRS, the taxable REIT subsidiary, there going forward, and whether or not you are going to continue to focus on that and what might ultimately fall in there? And then, secondly, as you kind of go through the gaming approval process, are there certain states that at this point that are probably off limits, if you will, from GLPI buying, given that you are going to have a very significant position in those states? I'm looking at states like Missouri and such. Thank you.

I’ll address the TRS and maybe Brandon can address the other issue. There is no impact on the TRS with this transaction, other than our TRS becomes a smaller percentage of our total assets. There is no contemplated assets from the Pinnacle transaction that would get into our TRS, it's all readable property. So there's – relative to our focus we are going to maintain the same focus on the operating, the team that we've got doing a very credible job, very happy with the performance for both Prairieville and Baton Rouge. They're small properties. One is in Baton Rouge and the other one is in Prairieville, but I think really that this transaction is not going to have any impact on the TRS.

Thank you.

Let me add that it's not our goal to build the TRS. It's not our core business. We are delighted we have those properties and that they're doing so well, but make no mistake; we're a triple net REIT.

With respect to the question on what I think really gets around concentration issues in states like Missouri, it is our belief and expectation that as triple net REIT and a passive landlord, those issues should not be implicated if we should desire to purchase additional properties in Missouri or other states, and we'll obviously work closely with state regulators and, if necessary, the FTC, but we feel as though our structure is one that would permit us to open additional properties in Missouri as well as other states.

Great. Thank you. End of Q&A

Thank you. At this time I would like to turn the call back over to Mr. Peter Carlino for closing comments.

Well, this does set a record, a new record. We are kind of looking at our watches saying maybe this is the call that breaks the mold. So I think we are in this about 16 not even 17 minutes yet. So – well and that was expected. So hopefully we are going to continue to make great progress with our Pinnacle transactions between now and next quarter. Hope to have lots more to report, and I thank you all for dialing in.

Thank you.

Thank you. This does conclude today's teleconference. You may disconnect your lines at this time, and have a great day.