Penn National Gaming, Inc. Announces Early Settlement of Tender Offer for Its 8 3/4% Senior Subordinated Notes Due 2019, Redemption of Remaining Notes and Discharge of Indenture

Business Wire


Penn National Gaming, Inc. (PENN:Nasdaq) (“Penn”) announced the early settlement of its previously announced tender offer and solicitation of consents (the “Tender Offer”) for any and all of its 8¾% Senior Subordinated Notes due 2019 (the “Notes”).

As of 5:00 p.m., New York City time, on October 29, 2013 (the “Early Settlement Deadline”), holders of $292.7 million aggregate principal amount of Notes had validly tendered and delivered (and not validly withdrawn or revoked prior to the withdrawal deadline) such Notes and the related consents (the “Early Tender Notes”), which represents approximately 90.055% of the $325.0 million aggregate principal amount of Notes outstanding. Penn has exercised its right to accept for purchase and payment, and to purchase and pay for, all Early Tender Notes and used a portion of the net proceeds of its debt financings completed today to pay aggregate consideration of $329.4 million in respect of such Early Tender Notes. Such consideration is comprised of $1,107.24 (including the $20.00 consent payment) per $1,000 principal amount of Notes tendered (as all such Notes were tendered at or prior to the consent payment deadline of 5:00 p.m., New York City time, on October 28, 2013), plus accrued and unpaid interest from and including the most recent interest payment date, and up to, but not including, the early settlement date. Settlement of the purchase of the Early Tender Notes occurred today, October 30, 2013.

The Tender Offer will expire at 5:00 p.m., New York City time, on November 13, 2013 (the “Expiration Date”), unless the Tender Offer is extended or earlier terminated. Penn will purchase and pay for any remaining Notes that have been validly tendered after the Early Settlement Deadline and at or prior to the Expiration Date on the final settlement date, which is expected to be the business day following the Expiration Date. Notes validly tendered in the Tender Offer after the Early Settlement Deadline and at or prior to the Expiration Date and accepted for purchase will receive $1,087.24 per $1,000 principal amount of Notes tendered plus accrued and unpaid interest from and including the most recent interest payment date, and up to, but not including, the final settlement date.

Penn also announced today that it has effected the satisfaction and discharge of the indenture governing the Notes and has called for redemption all of the Notes not purchased on the early settlement date at a redemption price equal to a make-whole amount, which will be calculated three business days prior to the redemption date as further set forth in the indenture governing the Notes, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the redemption date. The redemption date will be November 29, 2013. Holders may still participate in the Tender Offer and tender their Notes at or prior to the Expiration Date even though Penn has elected to call the remaining outstanding Notes for redemption and effect the satisfaction and discharge of the indenture governing the Notes.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities.

Requests for documents relating to the Tender Offer and consent solicitation may be directed to i-Deal, LLC, the Information Agent, toll-free at (888) 593-9546 or (212) 849-3880 (banks and brokers). J.P. Morgan and BofA Merrill Lynch are acting as Dealer Managers for the Tender Offer and Solicitation Agents for the consent solicitation. Questions regarding the Tender Offer may be directed to J.P. Morgan, toll-free at (800) 245-8812, or BofA Merrill Lynch, toll-free at (888) 292-0070.

About Penn National Gaming

Penn National Gaming owns, operates or has ownership interests in gaming and racing facilities with a focus on slot machine entertainment. The Company presently operates twenty-eight facilities in eighteen jurisdictions, including Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. At September 30, 2013, in aggregate, Penn National's operated facilities featured approximately 33,000 gaming machines, 800 table games, 2,900 hotel rooms and 9.0 million of property square footage.

Forward-Looking Statements

This press release includes “forward looking statements,” including statements about the Tender Offer, redemption of the Notes and other transactions. These statements can be identified by the use of forward looking terminology such as “expects,” “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward looking statements are inherently subject to risks, uncertainties and assumptions about Penn and its subsidiaries, and accordingly, any forward looking statements are qualified in their entirety by reference to the factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”). Important factors that could cause actual results to differ materially from the forward looking statements include, without limitation, risks related to the following: the proposed transactions, including the proposed spin-off from Penn of Gaming and Leisure Properties, Inc. (“GLPI”), our ability to raise the capital necessary to finance the spin-off and related transactions, our ability to consummate the proposed transactions on the timeline and at the costs expected and to achieve the expected benefits thereof, Penn’s ability to successfully conduct and expand Penn’s business and GLPI’s ability to successfully conduct its business following the consummation of the proposed transactions and the diversion of management’s attention from Penn’s business; Penn’s ability to obtain timely regulatory approvals required to operate and manage Penn’s facilities, or other delays or impediments to implementing Penn’s business plan, including favorable resolution of any related litigation; Penn’s ability to secure state and local permits and approvals necessary for construction; construction factors, including delays, unexpected remediation costs, local opposition and increased cost of labor and materials; Penn’s ability to reach agreements with the thoroughbred and harness horseman in Ohio in connection with the proposed relocations and to otherwise maintain agreements with Penn’s horseman, pari-mutuel clerks and other organized labor groups; the passage of state, federal or local legislation (including referenda) that would expand, restrict, further tax, prevent or negatively impact operations in or adjacent to the jurisdictions in which Penn do or seek to do business (such as a smoking ban at any of Penn’s facilities); the effects of local and national economic, credit, capital market, housing, and energy conditions on the economy in general and on the gaming and lodging industries in particular; the activities of Penn’s competitors and the rapid emergence of new competitors (traditional, internet and sweepstakes based); increases in the effective rate of taxation at any of Penn’s properties or at the corporate level; Penn’s ability to identify attractive acquisition and development opportunities and to agree to terms with partners for such transactions; financial, operational, regulatory or other potential challenges of the subsidiary of GLPI from whom Penn will lease substantially all of the properties on which Penn conducted gaming operations after the spin-off; the fact that Penn will lease a significant number of its properties and significant portions of Penn’s cash flows will be required to be paid as rent after the spin-off; any unscheduled disruptions in Penn’s technology services or interruption in the supply of electrical power; the costs and risks involved in the pursuit of such opportunities and Penn’s ability to complete the acquisition or development of, and achieve the expected returns from, such opportunities; Penn’s expectations for the continued availability and cost of capital; the outcome of pending legal proceedings; changes in accounting standards; Penn’s dependence on key personnel; the impact of terrorism and other international hostilities; the impact of weather; and other factors discussed in Penn’s filings with the SEC. All subsequent written and oral forward looking statements attributable to Penn or persons acting on Penn’s behalf are expressly qualified in their entirety by the cautionary statements included in this press release. Penn undertakes no obligation to publicly update or revise any forward looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward looking events discussed in this press release may not occur.

Penn National Gaming, Inc.
William J. Clifford, 610-373-2400
Chief Financial Officer
Joseph N. Jaffoni / Richard Land, 212-835-8500


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