Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn”) today
announced that it plans to offer, subject to market and other
conditions, $400 million aggregate principal amount of ten-year
senior unsecured notes.
Penn intends to use proceeds of the proposed offering to fund
the purchase pursuant to Penn’s previously announced tender offer
and/or redemption of any and all of its 5.875% Senior Notes due
2021 and to pay related fees and expenses. Penn intends to use any
remaining net proceeds from the proposed offering, together with
the proceeds of the portion of its revolving credit facility drawn
or utilized on the closing date, its term loan A facility and its
term loan B facility, to refinance its existing credit facilities,
fund related transaction fees and expenses and for general
corporate purposes.
The notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and they may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act. Accordingly, the notes are being offered and
sold only (A) to persons reasonably believed to be QIBs in
compliance with Rule 144A and (B) outside the United
States to persons other than U.S. persons (“non-U.S. purchasers,”
which term shall include dealers or other professional fiduciaries
in the United States acting on a discretionary basis for non-U.S.
beneficial owners (other than an estate or trust)) in reliance upon
Regulation S.
About Penn National Gaming
Penn is a leading, diversified, multi-jurisdictional owner and
manager of gaming and racing facilities and video gaming terminal
(“VGT”) operations. Penn has also recently expanded into social
online gaming offerings via its Penn Interactive Ventures, LLC
division and Penn’s recent acquisition of Rocket Speed, Inc.
(formerly known as Rocket Games, Inc., (“Rocket Speed”)). Penn
currently owns, manages, or has ownership interests in twenty-seven
facilities in the following seventeen jurisdictions: California,
Florida, Illinois, Indiana, Kansas, Maine, Massachusetts,
Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio,
Pennsylvania, Texas, West Virginia, and Ontario, Canada.
Forward-Looking Statements
This press release includes “forward looking statements,”
including statements about the proposed offering, including the
anticipated use of proceeds therefrom, and related transactions.
These statements can be identified by the use of forward looking
terminology such as “expects,” “believes,” “estimates,” “projects,”
“intends,” “plans,” “seeks,” “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. Actual results may vary materially from
expectations. Although Penn believes that its expectations are
based on reasonable assumptions, within the bounds of its knowledge
of its business, there can be no assurance that actual results will
not differ materially from Penn’s expectations, and accordingly,
Penn’s forward looking statements are qualified in their entirety
by reference to the factors described in the Penn’s Annual Report
on Form 10-K for the year ended December 31, 2015, subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as
filed with the Securities and Exchange Commission (the “SEC”).
Meaningful factors that could cause actual results to differ
materially from the forward looking statements include, without
limitation, risks related to the following: the ability of Penn’s
operating teams to drive revenue and adjusted EBITDA margins; the
impact of significant competition from other gaming and
entertainment operations; Penn’s ability to obtain timely
regulatory approvals required to own, develop and/or operate its
facilities, or other delays, approvals or impediments to completing
its planned acquisitions or projects, such as construction factors,
including delays, unexpected remediation costs, local opposition,
organized labor, and increased cost of labor and materials; 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 does or seeks to do business (such as a smoking ban at
any of its 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, social,
sweepstakes based and VGTs in bars, truck stops and other retail
establishments); 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
(especially in new business lines) and to agree to terms with, and
maintain good relationships with partners/municipalities for such
transactions; 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 ability to maintain market share in
established markets and ramp up operations at its recently opened
facilities; Penn’s expectations for the continued availability and
cost of capital; the impact of weather; the outcome of pending
legal proceedings; changes in accounting standards; the risk of
failing to maintain the integrity of Penn’s information technology
infrastructure and safeguard its business, employee and customer
data; risks relating to the remediation of Penn’s material
weaknesses and the costs to strengthen Penn’s internal control
structure; Penn’s ability to generate sufficient future taxable
income to realize its deferred tax assets; with respect to the
recently opened Hollywood Casino Jamul-San Diego, particular risks
associated with the repayment or subordination of Penn’s loans to
the Jamul Indian Village Development Corporation (“JIV”), the
subordination of Penn’s management and intellectual property
license fees (including the prohibition on payment of those fees if
there is a default under JIV’s credit facilities), sovereign
immunity, local opposition (including several pending lawsuits),
access, regional competition and property performance; with respect
to Penn’s Plainridge Park Casino in Massachusetts, the ultimate
location and timing of the other gaming facilities in the state and
the region; with respect to Penn’s social and other interactive
gaming endeavors, including its recent acquisition of Rocket Speed,
risks related to the social gaming industry, employee retention,
cyber-security, data privacy, intellectual property and legal and
regulatory challenges, as well as Penn’s ability to successfully
develop innovative new games that attract and retain a significant
number of players in order to grow Penn’s revenues and earnings;
with respect to Illinois Gaming Investors, LLC, d/b/a Prairie State
Gaming, risks relating to recent acquisitions of additional assets
and the integration of such acquisitions, Penn’s ability to
successfully compete in the VGT market, its ability to retain
existing customers and secure new customers, risks relating to
municipal authorization of VGT operations and the implementation
and the ultimate success of the products and services being
offered; 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170112005514/en/
Penn National Gaming, Inc.William J. Fair, 610-373-2400Chief
Financial OfficerorJCIRJoseph N. Jaffoni, Richard
Land212-835-8500penn@jcir.com
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