We file reports, proxy statements and other information
with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at https://www.sec.gov. Information about us, including our SEC filings, is also
available at our Internet site at https://www.pngaming.com. We have included our website address for the information of prospective
investors and do not intend it to be an active link to our website. Information contained on our website is not part of this prospectus
supplement or the accompanying prospectus (or any document incorporated by reference herein or therein), and you should not rely on that
information in making your investment decision unless that information is also in this prospectus supplement or the accompanying prospectus
or has been expressly incorporated by reference into this prospectus supplement or the accompanying prospectus.
This prospectus supplement constitutes part of
a registration statement on Form S-3 that we filed with the SEC under the Securities Act. As permitted by the rules and regulations
of the SEC, this prospectus supplement omits some of the information, exhibits and undertakings included in the registration statement.
You may read and copy the information omitted from this prospectus supplement but contained in the registration statement, as well as
the periodic reports and other information we file with the SEC, at the addresses and websites listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
the information we file with them, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and
later information that we file with the SEC will automatically update and, to the extent inconsistent, supersede this information. SEC
rules and regulations also permit us to “furnish” rather than “file” certain reports and information with
the SEC. Any such reports or information which we “furnish” or have “furnished” shall not be deemed to be incorporated
by reference into or otherwise become a part of this prospectus supplement and the accompanying prospectus, regardless of when furnished
to the SEC. We incorporate by reference the following documents listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (other than, in each case, information deemed to have been furnished and not filed in accordance
with SEC rules), on or after the date of this prospectus supplement until we have terminated the offerings of all of the securities to
which this prospectus supplement relates:
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our
Current Reports on Form 8-K filed on January 4, 2021, April 13, 2021, June 8, 2021, June 11, 2021, June 21, 2021, July 1, 2021 and August 5, 2021 (accepted
at 4:55 p.m.) (other than the portions of those documents furnished and not deemed to be
filed).
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Information that becomes a part of this prospectus
after the date of this prospectus will automatically update and, to the extent inconsistent, replace information in this prospectus and
information previously filed with the SEC.
You may request a copy of these filings (other
than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing), at no cost, by writing or
calling us at the following address:
Penn National Gaming, Inc.
825 Berkshire Boulevard, Suite 200
Wyomissing, Pennsylvania 19610
Attention: Secretary
(610) 373-2400
Certain of our SEC filings, including our annual
reports on Form 10-K and our quarterly reports on Form 10-Q, can be viewed and printed from the investor relations section
of our website at https://www.pngaming.com free of charge. We have included our website address for the information of prospective
investors and do not intend it to be an active link to our website. Information contained on our website is not part of this prospectus
supplement or the accompanying prospectus (or any document incorporated by reference herein or therein), and you should not rely on that
information in making your investment decision unless that information is also in this prospectus supplement or the accompanying prospectus
or has been expressly incorporated by reference into this prospectus supplement or the accompanying prospectus.
PROSPECTUS
PENN NATIONAL GAMING, INC.
Common
Stock
Preferred Stock
Depositary Shares
Debt Securities
The securities listed above may be offered and sold
by us or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. We will provide
the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus
supplement, as well as the documents incorporated and deemed to be incorporated by reference in this prospectus and the applicable prospectus
supplement, carefully before you invest in the securities described in the applicable prospectus supplement.
This prospectus may not be used to sell securities
unless accompanied by the applicable prospectus supplement.
Investing in our securities involves risks. You
should carefully consider the risk factors referred to on page 5 of this prospectus, in any applicable prospectus supplement and
in the documents incorporated by reference or deemed incorporated by reference in this prospectus and any applicable prospectus supplement
before you invest in our securities.
None of the U.S. Securities and Exchange Commission,
any state securities commission, any state gaming commission or any other gaming authority or other regulatory agency has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 11,
2020
TABLE
OF CONTENTS
Unless the context requires otherwise, references
to “Penn National,” the “Company,” “we,” “us,” “our” or similar terms are
to Penn National Gaming, Inc. and its subsidiaries. References to “$” and “dollars” are to United States dollars.
This prospectus, any applicable prospectus supplement
and any free writing prospectus filed by us do not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the registered securities to which they relate, nor do they constitute an offer to sell or the solicitation of an offer to buy securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
For investors outside of the United States, neither
we nor any selling securityholders have done anything that would permit the offering, possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about
and to observe any restrictions relating to the offering, possession or distribution of this prospectus outside of the United States.
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement
that we filed on Form S-3 with the Securities and Exchange Commission (the “SEC”) under a “shelf” registration
process. Under this shelf registration process, we may, from time to time, offer and sell, either separately or together, common stock,
preferred stock, depositary shares or debt securities in one or more offerings.
Each time we offer and sell securities, we will
provide a prospectus supplement or other type of offering document or supplement (together referred to herein as a “prospectus supplement”)
that will contain specific information about the terms of that offering. Any applicable prospectus supplement or free writing prospectus
may also add, update or change information contained in this prospectus, and accordingly, to the extent inconsistent, information in this
prospectus is superseded by the information in such applicable prospectus supplement or free writing prospectus. You should read this
prospectus and any applicable prospectus supplement together with the additional information described under the heading “Where
You Can Find More Information.”
This prospectus contains summaries of certain provisions
contained in key documents described in this prospectus. All of the summaries are qualified in their entirety by the actual documents,
which you should review before making your investment decision. Copies of the documents referred to herein have been filed, or will be
filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies
of those documents as described below under “Where You Can Find More Information.”
You
should rely only on the information contained or incorporated or deemed incorporated by reference in this prospectus, in any applicable
prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide any information
other than that contained in this prospectus or in any prospectus supplement or free writing prospectus prepared by or on behalf of us
or to which we may have referred you. We do not take any responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We have not authorized any other person to provide you with different or additional information,
and we are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date hereof or, in the case of information incorporated or deemed
incorporated by reference herein, as of the date thereof, regardless of the time of delivery of the prospectus or any sale of securities.
Our business, financial condition, results of operations and prospects may have changed since the date of such information.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public from the SEC website at http://www.sec.gov.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC
will automatically update and, to the extent inconsistent, supersede this information. SEC rules and regulations also permit us to “furnish”
rather than “file” certain reports and information with the SEC. Any such reports or information which we “furnish”
or have “furnished” shall not be deemed to be incorporated by reference into or otherwise become a part of this prospectus,
regardless of when furnished to the SEC. We incorporate by reference the following documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than, in each case, information deemed to have been furnished and not filed in accordance with SEC rules), on or after the date
of this prospectus until we have terminated the offerings of all of the securities to which this prospectus relates:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020;
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the
information in our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Shareholders that is incorporated by reference
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019; and
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our
Current Reports on Form 8-K filed on January 24, 2020, January 29, 2020, February 20, 2020, February 28, 2020,
March 16, 2020, March 20, 2020, March 30, 2020 and April 20, 2020 (other than the portions of those documents furnished
and not deemed to be filed).
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Information that becomes a part of this prospectus
after the date of this prospectus will automatically update and, to the extent inconsistent, replace information in this prospectus and
information previously filed with the SEC.
You may request a copy of these filings (other than
an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing), at no cost, by writing or calling
us at the following address:
Penn
National Gaming, Inc.
825 Berkshire Boulevard, Suite 200
Wyomissing, Pennsylvania 19610
Attention: Secretary
(610) 373-2400
Certain of our SEC filings, including our
annual reports on Form 10-K and our quarterly reports on Form 10-Q, can be viewed and printed from the investor relations section of
our website at www.pngaming.com free of charge. We have included our website address for the information of prospective investors
and do not intend it to be an active link to our website. Information contained on our website is not part of this prospectus or any
accompanying prospectus supplement (or any document incorporated by reference herein or therein), and you should not rely on that
information in making your investment decision unless that information is also in this prospectus or any accompanying prospectus
supplement or has been expressly incorporated by reference into this prospectus or any accompanying prospectus supplement. Our
common stock is listed on the NASDAQ Global Select Market under the symbol “PENN”. You may inspect reports, proxy
statements and other information about us at the office of NASDAQ, One Liberty Plaza, 165 Broadway, New York, New York 10006.
FORWARD-LOOKING STATEMENTS
This prospectus includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange
Act. These statements are included throughout the document, including within “Risk Factors,” and relate to our business strategy,
our prospects and our financial position. 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 variations of these
or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward looking statements
include, but are not limited to, statements regarding: the reopening of the U.S. economy, the COVID-19 pandemic and potential new treatments
and vaccines; the length of time the Company’s gaming properties will be required to remain closed and the impact of these continued
closures on the Company and its stakeholders; the demand for gaming once the properties reopen as well as the impact of post opening restrictions;
the impact of COVID-19 on general economic conditions, capital markets, unemployment, consumer spending and the Company’s liquidity,
financial condition, operations, supply chain and personnel; the potential benefits and expected timing of the Morgantown and Perryville
transactions with Gaming and Leisure Properties, Inc., a real estate investment trust (“GLPI”); the Company’s estimated
cash burn, future liquidity, future revenue and Adjusted EBITDAR; availability of potential benefits to us under the CARES Act or other
legislation that may be enacted in response to the COVID-19 pandemic; our future financial performance; the expected benefits and potential
challenges of the investment in Barstool Sports, Inc. (“Barstool Sports”), including the benefits for the Company’s
online and retail sports betting and iCasino products; the expected financial returns from the transaction with Barstool Sports; the expected
launch of the Barstool-branded mobile sports betting product and its future revenue and profit contributions; property level operating
margins; growth opportunities and potential synergies related to the acquisition of Pinnacle Entertainment, Inc. and the ability of the
Company to obtain third-party approvals, including regulatory approvals; our expectations of future results of operations and financial
condition; our expectations for our properties, our development projects or our iGaming initiatives; the timing, cost and expected impact
of planned capital expenditures on our results of operations; our expectations with regard to the impact of competition; our expectations
with regard to acquisitions, potential divestitures and development opportunities, as well as the integration of and synergies related
to any companies we have acquired or may acquire; the outcome and financial impact of the litigation in which we are or will be periodically
involved; the actions of regulatory, legislative, executive or judicial decisions at the federal, state or local level with regard to
our business and the impact of any such actions; our ability to maintain regulatory approvals for our existing businesses and to receive
regulatory approvals for our new business partners; our expectations with regard to the impact of competition in online sports betting,
iGaming and retail/mobile sportsbooks as well as the potential impact of this business line on our existing businesses; the performance
of our partners in online sports betting, iGaming and retail/mobile sportsbooks, including the risks associated with any new business,
the actions of regulatory, legislative, executive or judicial decisions at the federal, state or local level with regard to online sports
betting, iGaming and retail/mobile sportsbooks and the impact of any such actions; and our expectations regarding economic and consumer
conditions. 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, risks related to the following: (a) the
magnitude and duration of the impact of the COVID-19 pandemic on capital markets, general economic conditions, unemployment,
consumer spending and the Company’s liquidity, financial condition, supply chain, operations and personnel; (b) industry,
market, economic, political, regulatory and health conditions; (c) disruptions in operations from data protection breaches,
cyberattacks, extreme weather conditions, medical epidemics or pandemics such as COVID-19, and other natural or manmade disasters or
catastrophic events; (d) the reopening of the Company’s gaming properties are subject to various conditions, including
numerous regulatory approvals and potential delays and operational restrictions; (e) our ability to access additional capital
on favorable terms or at all; (f) our ability to remain in compliance with the financial covenants of our debt obligations;
(g) the consummation of the proposed Morgantown and Perryville transactions with GLPI are subject to various conditions,
including third-party agreements and approvals, and accordingly may be delayed or may not occur at all; (h) actions to reduce
costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic could negatively impact guest loyalty and our
ability to attract and retain employees; (i) the outcome of any legal proceedings that may be instituted against the Company or
its directors, officers or employees; (j) the impact of new or changes in current laws, regulations, rules or other industry
standards; (k) the ability of our operating teams to drive revenue and margins; (l) the impact of significant competition
from other gaming and entertainment operations; (m) our ability 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; (n) 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 award of additional gaming licenses
proximate to our properties, as recently occurred with Illinois and Pennsylvania legislation); (o) 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; (p) the activities of our competitors (commercial and tribal) and the rapid emergence of new
competitors (traditional, internet, social, sweepstakes based and video gaming terminals in bars and truck stops);
(q) increases in the effective rate of taxation for any of our operations or at the corporate level; (r) 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/municipalities for such transactions; (s) 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; (t) our expectations for the continued availability and cost of capital; (u) the impact of weather,
including flooding, hurricanes and tornadoes; (v) changes in accounting standards; (w) 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); (x) 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 to obtain timely regulatory approvals 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; (y) with respect to our proposed Pennsylvania Category 4 casinos in York and Berks counties, risks
relating to construction, and our ability to achieve our expected budgets, timelines and investment returns, including the ultimate
location of other gaming properties in the Commonwealth of Pennsylvania; and (z) other factors included in “Risk
Factors,” of this prospectus, the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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.
All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included
in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, 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 prospectus may not occur.
THE COMPANY
Penn
National is a leading, diversified, multi-jurisdictional owner and manager of gaming and racing properties, sports betting operations,
and video gaming terminal operations. We are licensed to offer live sports betting at our properties in Indiana, Iowa, Michigan, Mississippi,
Nevada, Pennsylvania and West Virginia. We operate an interactive gaming (“iGaming”) division through our subsidiary, Penn
Interactive Ventures, LLC, which has launched an online casino (“iCasino”) in Pennsylvania through our HollywoodCasino.com
gaming platform and entered into multi-year agreements with leading sports betting operators for online sports betting and iGaming market
access across our portfolio of properties. We also have a 36% equity interest in Barstool Sports, a leading digital sports, entertainment
and media platform. Our MYCHOICE® customer loyalty program provides our members with various benefits, including complimentary
goods and/or services.
As of March 31, 2020, we owned, managed, or
had ownership interests in 41 properties in 19 states. The majority of the real estate assets (i.e., land and buildings) used in the Company’s
operations are subject to triple net master leases with subsidiaries of GLPI, the most significant of which are the Master Lease between
GLP Capital, L.P. and Penn Tenant, LLC dated November 1, 2013, as amended, and the Master Lease, dated April 28, 2016, by and
between Gold Merger Sub, LLC and Pinnacle MLS, LLC, as amended.
We are organized under the laws of the Commonwealth
of Pennsylvania. The address and telephone number of our executive offices are 825 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania
19610, and (610) 373-2400. Our common stock is listed on the NASDAQ Global Select Market under the symbol “PENN”.
INDUSTRY AND MARKET DATA
We may use or incorporate by reference in this prospectus
data and industry forecasts which we have obtained from internal surveys, market research, publicly available information and industry
publications. Industry publications generally state that the information they provide has been obtained from sources believed to be reliable
but that the accuracy and completeness of such information is not guaranteed. Similarly, we believe that the surveys and market research
we or others have performed are reliable, but we have not independently verified this information.