INVESTIGATIVE REPORT FOR THE MASSACHUSETTS GAMING COMMISSION APPLICANT: SPRINGFIELD GAMING & REDEVELOPMENT, LLC PRINCIPALS: Peter Carlino Timothy Wilmott Et al August 26, 2013 1 Executive Summary On January 3, 2013, Springfield Gaming and Redevelopment, LLC (“Springfield Gaming”), a subsidiary and affiliated entity of Penn National Gaming, filed an application for a gaming license. The application sought a category 1 gaming license for a site located in Springfield, MA. At the time of its application, Springfield Gaming had two members: Western Mass Gaming Ventures, LLC (“Western MA”) (a wholly owned subsidiary of Penn National Gaming) and Picknelly Gaming. Picknelly Gaming had a ownership interest in Springfield Gaming, with an option to increase to . Western MA held the remaining interest. Springfield Gaming was one of two applicants vying to build a category 1 gaming establishment in Springfield. On April 30, 2013, the City of Springfield notified the Applicant that it had selected Blue Tarp, a subsidiary of MGM Resorts International, as the proposed applicant from Springfield. Following that decision, Western MA and Picknelly Gaming decided to rescind their joint venture agreement and Picknelly Gaming, along with its individual qualifiers, asked to withdraw as a qualifier on the applicant’s application. Since this withdrawal occurred prior to any action taken on the application, it was allowed without Commission action pursuant to Commission regulations. Springfield Gaming remained as the applicant and Western MA remained as a qualifier. In June, 2013 Penn National advised the Commission that the Applicant wished to continue in the suitability process because it was considering applying for a category 2 slots license. On July 11, 2013, the Applicant announced plans for a slots facility in Tewksbury, MA. The facility would be located at 300 Ames Pond Drive, near the intersection of Interstate 495 and State Route 133. The applicant’s proposal for the 30 acre site will include its Hollywood casino brand, multiple dining options and other amenities. On July 18, 2013, Western MA entered into a host community agreement with Tewksbury. Tewksbury approved the host community agreement and took the necessary steps to call for the required election. On August 20, 2013, a special town meeting vote was held in Tewksbury which defeated a proposed zoning change which would have been necessary for the proposed slots parlor. As of the submission of this report, the Applicant does not have a site for the proposed facility. 2 Springfield Gaming and its affiliated entities submitted the requisite entity disclosure forms. A table of organization for the Applicant and its various affiliates relating to the casino project is attached as an exhibit to this report . In addition, numerous individuals submitted Personal History Disclosure Forms as qualifiers of the Applicant and were subject to a thorough background investigation. The reports on their individual qualifications are included herein. Springfield Gaming, Tewksbury Gaming and Western Mass are relatively new companies, created to facilitate the entry of Penn National into Massachusetts. As such, there is no meaningful history for these entities, and the level of investigation reflects that practical reality. Similarly, Delvest is the holding company generally utilized by Penn National for its gaming ventures, but has no operational responsibilities for any of Penn National’s gaming operations in general or the Massachusetts project in particular. By contrast, the parent company, Penn National, is an experienced gaming facility owner and operator in a myriad of jurisdictions throughout the United States and one in Canada. Therefore, the license investigation necessarily focused on the qualifications of Penn National, the ultimate parent company. We emphasize that it is the responsibility of the applicant for a gaming license to demonstrate by clear and convincing evidence that it and all of its qualifiers are suitable pursuant to Massachusetts’s statutory standards. In essence, the suitability of the Applicant is inextricably linked to a determination of suitability of Penn National. On November 15, 2012, Penn National announced plans for a major restructuring, with the formation of a publicly traded real estate investment trust (“REIT”), which subsequently was named Gaming & Leisure Properties Inc. (“GLPI”). This new entity will hold the company’s vast real estate interests while Penn National will continue separately and independently as a gaming operating company. Penn National received a private letter ruling from the Internal Revenue Service related to the treatment of the separation and the qualification of GLPI as a REIT, which is subject to certain qualifications and based on certain representations and statements made by Penn National. On May 16, 2013, GLPI filed an initial registration statement on Form S-11 with the Securities and Exchange Commission (“SEC”). Penn National expects completion of the restructuring, with all necessary regulatory approvals, by January 2014. The 3 restructuring is designed to enhance the long-term prospects for the Company as it copes with an increasingly saturated casino marketplace. In the course of this license investigation, investigators requested the production of voluminous records and documents from Penn National and its affiliates. Such requests for relevant information were necessary in order to conduct the requisite, thorough background review. In all respects, Penn National was cooperative and compliant, dutifully providing updated information upon request as the investigation progressed. Notably, the examination of the Company’s books and records revealed no irregularities or improprieties that could potentially impact adversely upon this license application. Moreover, all of the natural person qualifiers were cooperative during this investigative process. The following report is the result of the investigation of Penn National and its directors, officers and other qualifiers. The review encompassed an evaluation of the statutory licensing criteria, including good character, honesty and integrity of the Applicant and the various qualifiers, as well as an evaluation of their financial stability, integrity and responsibility. Ronald Naples was recently elected to the Board of Directors of Penn National. On July 11, 2013, Naples filed his application as a qualifier of the Applicant. The report on his qualifications will be filed under separate cover after completion of the background investigation. 4 Contents Executive Summary ............................................................................................................ 2 Contents .............................................................................................................................. 5 I. Introduction ................................................................................................................... 16 II. Scope and Methodology ............................................................................................... 18 III. General Information .................................................................................................... 21 A. Applicant and Entity Qualifiers ........................................................................... 21 1. Springfield Gaming ......................................................................................... 21 2. Western Mass Gaming..................................................................................... 21 3. Delvest Corp. ................................................................................................... 22 B. Penn National ...................................................................................................... 22 1. Corporate History ............................................................................................ 22 2. Current Stockholders and Natural Person Qualifiers ...................................... 23 3. Gaming Facilities ............................................................................................. 26 IV. Applicant Suitability ................................................................................................... 35 A. Compliance Plan ................................................................................................. 35 B. Compliance History ............................................................................................. 38 1. Compliance Matters, 2010-13 ......................................................................... 39 C. Significant Corporate Events since 2009 ............................................................ 51 1. Massachusetts .................................................................................................. 51 2. Ohio ................................................................................................................. 54 3. Iowa ................................................................................................................. 55 4. Maryland .......................................................................................................... 56 5. Kansas .............................................................................................................. 59 6. Pennsylvania .................................................................................................... 60 7. Colorado .........................................................................................................