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Shareholders' Equity
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Shareholders' Equity Equity
Common Stock

On July 1, 2022, the Company issued 7,935,000 shares of its common stock, generating net proceeds of approximately
$350.8 million.

On August 14, 2019, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $600 million of its common stock from time to time through a sales agent in "at the market" offerings (the "2019 ATM Program"). Actual sales will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding. The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the 2019 ATM Program. The 2019 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the 2019 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $600 million. The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case proceeds may or may not be received or cash may be owed to the forward purchaser.
In connection with the 2019 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2% of the gross sales price of the shares sold. Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2% of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.

During the year ended December 31, 2022, GLPI sold 5,206,499 of its common stock at an average price of $50.32 per share under the 2019 ATM Program, which generated net proceeds of approximately $260.8 million. Program commencement to date, the Company has sold 10,755,679 of its common stock at an average price of $49.67 per share, which generated net proceeds of approximately $531.5 million. In November 2022, the Company exhausted the capacity under its 2019 ATM Program and then in December 2022, entered into a new continuous equity offering under which the Company may sell up to $1 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program"). As of December 31, 2022, the Company had $1.0 billion remaining for issuance under the 2022 ATM Program.

During the fourth quarter of 2021 and 2020, the Company issued 8.9 million shares at $44.24 per share and 9.2 million shares at $36.25 per share, respectively of common stock to partially finance the funding required for the Cordish and Bally's transactions, respectively. See Note 6 for further details.

In August 2022, the Company entered into a forward sale agreement (the "August 2022 Forward Sale Agreement"), for up to $105 million. No amounts have been or will be recorded on the Company's balance sheet with respect to the August 2022 Forward Sale Agreement until settlement.

The August 2022 Forward Sale Agreement requires the Company to, at its election prior to August 19, 2023, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the August 2022 Forward Sale Agreement. The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed amounts.

Until settlement of the August 2022 Forward Sale Agreement, earnings per share dilution resulting from the August 2022 Forward Sale Agreement will be determined under the treasury stock method. Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contract). The August 2022 Forward Sale Agreement had no dilutive impact for the year ended December 31, 2022. As described in Note 18, the Company settled the August 2022 Forward Sale Agreement in February 2023.

Noncontrolling Interests

As partial consideration for the Cordish transaction (See Note 1), the Company's operating partnership issued OP Units to affiliates of Cordish. The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. As of December 31, 2022, the Company holds a 97.3% controlling financial interest in the operating partnership. The Company paid $20.7 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the year ended December 31, 2022.
The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2022, 2021 and 2020:

Declaration DateShareholder Record DateSecurities ClassDividend Per SharePeriod CoveredDistribution Date
Dividend Amount (1) (2)
(in thousands)
2022
February 24, 2022March 11, 2022Common Stock$0.69 First Quarter 2022March 25, 2022$170,805 
May 9, 2022June 10, 2022Common Stock$0.705 Second Quarter 2022June 24, 2022$174,519 
August 31, 2022September 16, 2022Common Stock$0.705 Third Quarter 2022September 30, 2022$181,549 
November 23, 2022December 9, 2022Common Stock$0.705 Fourth Quarter 2022December 23, 2022$183,813 
2021
February 22, 2021March 9, 2021Common Stock$0.65 First Quarter 2021March 23, 2021$151,308 
May 20, 2021June 11, 2021Common Stock$0.67 Second Quarter 2021June 25, 2021$156,876 
August 27, 2021September 10, 2021Common Stock$0.67 Third Quarter 2021September 24, 2021$159,426 
November 29, 2021December 9, 2021Common Stock$0.67 Fourth Quarter 2021December 23, 2021$165,628 
December 17, 2021December 27, 2021Common Stock$0.24 Fourth Quarter 2021January 7, 2022$59,330 
2020
February 20, 2020March 6, 2020Common Stock$0.70 First Quarter 2020March 20, 2020$150,574 
April 29, 2020May 13, 2020Common Stock$0.60 Second Quarter 2020June 26, 2020$129,071 
August 6, 2020August 17, 2020Common Stock$0.60 Third Quarter 2020September 25, 2020$130,697 
November 5, 2020November 16, 2020Common Stock$0.60 Fourth Quarter 2020December 24, 2020$137,943 

(1) Dividend distributed on June 26, 2020 was paid $25.8 million in cash and $103.2 million in stock (2,697,946 shares at $38.2643). Dividend distributed on September 25, 2020 was paid $26.2 million in cash and $104.5 million in stock (2,767,704 shares at $37.7635). Dividend distributed on December 24, 2020 was paid $27.6 million in cash and $110.3 million in stock (2,543,675 shares at $43.3758). For accounting purposes, since the Company is in an accumulated deficit position the value of the stock dividend was recorded at its par value.

(2) On December 17, 2021, the Company declared a special earnings and profits dividend related to the sale of the operations at Hollywood Casino Perryville and Hollywood Casino Baton Rouge of $0.24 per share on the Company's common stock. The dividend was accrued in 2021 and paid on January 7, 2022. In addition, dividend payments of $61 thousand were made to GLPI restricted stock award holders.

In addition, for the years ended December 31, 2022, 2021 and 2020, dividend payments were made to GLPI restricted stock award holders in the amount of $0.8 million, $0.7 million and $0.8 million, respectively. Dividends distributed to the Company's employees on June 26, 2020 were paid $33 thousand in cash and $153 thousand in stock (4,006 shares at $38.2643). Dividends distributed to the Company's employees on September 25, 2020 were paid $32 thousand in cash and $217 thousand in stock (5,746 shares at $37.7635). Dividends distributed to the Company's employees on December 24, 2020 were paid $34 thousand in cash and $118 thousand in stock (2,722 shares at $43.3758).
A summary of the Company's taxable common stock distributions for the years ended December 31, 2022, 2021 and 2020 is as follows (unaudited):

Year Ended December 31,
202220212020
(in dollars per share)
Qualified dividends$— $0.22552 $— 
Non-qualified dividends2.5686 2.58944 2.4517 
Capital gains0.2773 0.01199 0.0025 
Non-taxable return of capital— 0.03215 0.0458 
Total distributions per common share (1)
$2.85 $2.86 $2.50 
Percentage classified as qualified dividends— %7.89 %— %
Percentage classified as non-qualified dividends
90.26 %90.57 %98.07 %
Percentage classified as capital gains9.74 %0.42 %0.10 %
Percentage classified as non-taxable return of capital
— %1.12 %1.83 %
100.00 %100.00 %100.00 %
(1) A portion of the $0.24 dividend declared on December 27, 2021 and paid on January 7, 2022 is treated as a 2022 distribution and a portion is treated as a 2021 distribution for federal income tax purposes.