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Pinnacle Entertainment, Inc. Board of Directors Approves Conditional Distribution and Spin-Off in Connection With Transaction With Gaming and Leisure Properties, Inc.

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LAS VEGAS, April 07, 2016 (GLOBE NEWSWIRE) -- Pinnacle Entertainment, Inc. (NASDAQ:PNK) ("Pinnacle" or the "Company") announced today that its Board of Directors has approved the distribution of one share of PNK Entertainment, Inc. ("OpCo") common stock for each share of common stock of Pinnacle (the "Distribution") held of record as of April 18, 2016 (the "Record Date"). The Distribution is expected to be made on April 28, 2016 and is subject to certain terms and conditions, including approval of the transactions by the Louisiana Gaming Control Board.

The Distribution will effectuate the spin-off of Pinnacle's operations, the real property of Belterra Park Gaming and Entertainment Center, and undeveloped land at certain locations into an independent publicly traded company ("OpCo"). The Distribution is being declared in connection with the Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated July 20, 2015, by and among Pinnacle, Gaming and Leisure Properties, Inc. ("GLPI") and Gold Merger Sub, LLC ("Gold Merger Sub"). Immediately following the Distribution, Pinnacle will merge with and into Gold Merger Sub, with Gold Merger Sub surviving the merger as a wholly-owned subsidiary of GLPI, following which GLPI will own substantially all of Pinnacle's real property assets (excluding the real property of Belterra Park Gaming and Entertainment Center and undeveloped land at certain locations). In connection with the Distribution and merger, OpCo will enter into a triple-net master lease agreement with GLPI pursuant to which it will lease from GLPI the real property assets associated with fourteen of the gaming facilities used in its operations.

Holders of the Pinnacle's common stock as of the Record Date will not be required to take any action to participate in the Distribution. OpCo has filed a registration statement on Form 10 (File No. 001-37666) with the U.S. Securities and Exchange Commission (the "SEC") for the proposed transaction (as amended, the "Registration Statement"). Investors are encouraged to read the Registration Statement because it contains more complete information about OpCo and its separation from Pinnacle and OpCo's relationship with GLPI after the transaction, including information regarding senior management, financial information and disclosures regarding OpCo's capital structure, as well as a detailed description of the conditions that must be satisfied in order to proceed with the proposed transaction.

The Distribution is taxable to stockholders and is subject to the fulfillment or waiver of certain applicable conditions, including obtaining all regulatory approvals necessary to consummate the transactions contemplated by the Merger Agreement. Approvals received from regulatory agencies remain subject to continuing compliance with each agency's regulations and transaction approvals and conditions. No assurance can be given as to the receipt or timing of the remaining regulatory approvals or whether any regulatory agency may require Pinnacle or GLPI to provide additional information or obtain additional...


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