Please replace the release with the following corrected version
due to multiple revisions.
The updated release reads:
PENN NATIONAL GAMING ANNOUNCES PRICING OF
PUBLIC OFFERING OF COMMON STOCK
Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National” or
the “Company”) today announced that it has priced its underwritten
public offering of 14,000,000 shares of its common stock, $0.01 par
value per share, at a public offering price of $61.00 per share
(the “Offering”). The gross proceeds to the Company from the
Offering, before deducting underwriting discounts and other
offering expenses, are expected to be approximately $854 million
(or approximately $982.1 million if the underwriters in the
Offering fully exercise their option to purchase additional shares
of common stock as described below).
In addition, the Company has granted the underwriters a 30-day
option to purchase up to 2,100,000 of additional shares of its
common stock at the public offering price less the underwriting
discount in the Offering.
The Company expects to use the net proceeds from the Offering
for general corporate purposes, which may include, among other
things, investments in long-term growth initiatives, its brick and
mortar properties and its omni-channel strategy. Subject to the
satisfaction of customary conditions, the Offering is expected to
close on September 29, 2020.
Goldman Sachs & Co. LLC, BofA Securities and J.P. Morgan are
acting as book-running managers and representatives of the
underwriters, and Fifth Third Securities, Wells Fargo Securities
and Truist Securities are acting as book-running managers. BTIG,
Citizens Capital Markets, TD Securities, Macquarie Capital,
Barclays, Morgan Stanley, Stifel, Union Gaming, Craig-Hallum
Capital Group and Rosenblatt Securities are acting as co-managers.
This offering is being conducted pursuant to the Company’s
currently effective shelf registration statement, which was
previously filed with the U.S. Securities and Exchange Commission
(“SEC”). The Offering may be made only by means of a prospectus
supplement and an accompanying base prospectus. The preliminary
prospectus supplement and accompanying base prospectus relating to
the Offering will be filed with the SEC and will be available on
the SEC's website at www.sec.gov. Copies of the preliminary
prospectus supplement and accompanying base prospectus relating to
the Offering may be obtained from Goldman Sachs & Co. LLC, 200
West Street, New York, New York 10282, Attention: Prospectus
Department, by telephone at (866) 471-2526, or by email at
prospectus-ny@ny.email.gs.com, from BofA Securities, NC1-004-03-43
200 North College Street, 3rd floor Charlotte, NC 28255-0001 Attn:
Prospectus Department or by email at
dg.prospectus_requests@bofa.com or from J.P. Morgan Securities LLC,
Attention: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone: 1-866-803-9204.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any share of common stock or any
other security and shall not constitute any offer, solicitation or
sale in any jurisdiction in which such offer, solicitation,
purchase or sale is unlawful. Before investing, please read the
applicable prospectus supplement and accompanying base prospectus
and other documents Penn National has filed with the SEC for more
complete information about Penn National.
# # #
About Penn National Gaming
With the nation's largest and most diversified regional gaming
footprint, including 41 properties across 19 states, Penn National
continues to evolve into a highly innovative omni-channel provider
of retail and online gaming, live racing and sports betting
entertainment. The Company's properties feature approximately
50,000 gaming machines, 1,300 table games and 8,800 hotel rooms,
and operate under various well-known brands, including Hollywood,
Ameristar, and L'Auberge. Our wholly-owned interactive division,
Penn Interactive, operates retail sports betting across the
Company's portfolio, as well online social casino, bingo, and
iCasino products. In February 2020, Penn National entered into a
strategic partnership with Barstool Sports, whereby Barstool is
exclusively promoting the Company's land-based and online casinos
and sports betting products, including the Barstool Sportsbook
mobile app, to its national audience. The Company's omni-channel
approach is bolstered by the myChoice loyalty program, which
rewards and recognizes its over 20 million members for their
loyalty to both retail and online gaming and sports betting
products with the most dynamic set of offers, experiences, and
service levels in the industry.
Forward-looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements can be identified by the use of
forward-looking terminology such as “expects,” “believes,”
“estimates,” “projects,” “intends,” “plans,” “goal,” “seeks,”
“may,” “will,” “should,” or “anticipates” or the negative or other
variations of these or similar words, or by discussions of future
events, strategies or risks and uncertainties. Such statements are
all subject to risks, uncertainties and changes in circumstances
that could significantly affect the Company’s future financial
results and business.
Accordingly, the Company cautions that the forward-looking
statements contained herein are qualified by important factors that
could cause actual results to differ materially from those
reflected by such statements. Such factors include, but are not
limited to: (a) market conditions for the Company’s common stock
generally, for the securities of gaming, hospitality and
entertainment companies; (b) the anticipated terms of the proposed
Offering; (c) the timing and ability of the Company to consummate
the Offering; (d) the anticipated use of proceeds and difficulties,
delays or unexpected costs in offering the Offering; (e) the
magnitude and duration of the impact of COVID-19 on general
economic conditions, capital markets, unemployment, and the
Company’s liquidity, operations, supply chain, and personnel; (f)
industry, market, economic, political, regulatory and health
conditions; (g) disruptions in operations from data protection
breaches, cyberattacks, extreme weather conditions, civil unrest,
medical epidemics or pandemics such as COVID-19 (and any
reoccurrences), and other natural or manmade disasters or
catastrophic events; (h) the reopening of the Company’s Zia Park
gaming property is subject to various conditions, including
regulatory approvals, potential delays and operational
restrictions; (i) our ability to access additional capital on
favorable terms or at all; (j) our ability to remain in compliance
with the financial covenants of our debt obligations; (k) the
consummation of the Perryville transaction with GLPI is subject to
various conditions, including third party agreements and approvals,
and accordingly it may be delayed or may not occur at all; (l)
actions to reduce costs and improve efficiencies to mitigate losses
as a result of COVID-19 that could negatively impact guest loyalty
and our ability to attract and retain employees; (m) the outcome of
any legal proceedings that may be instituted against the Company or
its directors, officers or employees; (n) the impact of new or
changes in current laws, regulations, rules or other industry
standards; (o) the ability of our operating teams to drive revenue
and margins; (p) the impact of significant competition from other
gaming and entertainment operations (including from Native American
casinos, historic racing machines, state sponsored i-lottery
products and video game terminals (“VGTs”) in or adjacent to states
in which we operate); (q) our ability (and the ability of our
business partners) to obtain timely regulatory approvals required
to own, develop and/or operate our properties, or other delays,
approvals or impediments to completing our planned acquisitions or
projects, construction factors, including delays, and increased
costs; (r) 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 we do or seek to do business (such as a
smoking ban at any of our properties or the potential award of
additional gaming licenses proximate to our properties, as recently
occurred in Illinois, Nebraska and Pennsylvania); (s) 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; (t) the activities of our
current competitors (commercial and tribal) and the rapid emergence
of additional significant potential competitors (traditional,
tribal, internet, social, sweepstakes based and VGTs in bars and
truck stops) in or adjacent to the jurisdictions in which we do or
seek to do business; (u) increases in the effective rate of
taxation for any of our operations or at the corporate level; (v)
our 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 and
municipalities for such transactions; (w) the costs and risks
involved in the pursuit of such opportunities and our ability to
complete the acquisition or development of, and achieve the
expected returns from, such opportunities; (x) the impact of
weather, including flooding, hurricanes and tornadoes and the
ability to recover associated insurance proceeds; (y) changes in
accounting standards; (z) the risk of failing to maintain the
integrity of our information technology infrastructure and
safeguard our business, employee and customer data (particularly as
our iGaming division grows); (aa) with respect to our iGaming and
sports betting endeavors, the impact of significant competition
from other companies for online sports betting, iGaming and
sportsbooks, our ability to achieve the expected financial returns
related to our investment in Barstool Sports, our ability (and the
ability of our business partners) to obtain timely regulatory
approvals and iOS approval required to own, develop and/or operate
sportsbooks may be delayed and there may be impediments and
increased costs to launching the online betting, iGaming and
sportsbooks, including delays, and increased costs, intellectual
property and legal and regulatory challenges, as well as our
ability to successfully develop innovative products that attract
and retain a significant number of players in order to grow our
revenues and earnings, our ability to establish key partnerships,
our ability to generate meaningful returns and the risks inherent
in any new business; (bb) the impact of significant competition
from other companies for online sports betting; (cc) the Company’s
ability to achieve the expected financial returns related to its
Barstool Sportsbook app; (dd) the risk of failing to maintain the
integrity of the Company’s information technology infrastructure
and safeguard its business, employee and customer data in
connection with the Company’s online sports betting; (ee) the
Company’s and its business partners’ ability to obtain various
regulatory approvals required to own, develop and/or operate the
Barstool Sportsbook app may be delayed or may not occur; and (ff)
other factors included in “Risk Factors,” of this prospectus
supplement, the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019, the Company’s Quarterly Reports on Form
10-Q for the quarters ended March 31, 2020 and June 30, 2020,
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, each as filed with the U.S. Securities and Exchange
Commission. The Company does not intend to update publicly any
forward-looking statements 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200924005930/en/
General Media Inquiries: Eric Schippers, Sr. Vice
President, Public Affairs Penn National Gaming 610/373-2400
Financial Media and Analyst Inquiries: Justin Sebastiano,
Sr. Vice President of Finance and Treasurer Penn National Gaming
610/373-2400
Joseph N. Jaffoni, Richard Land JCIR 212/835-8500 or
penn@jcir.com
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