Penn National Gaming, Inc. (Nasdaq: PENN) ("Penn”) today announced that,
in connection with its previously announced tender offer and consent
solicitation for any and all of the $200 million aggregate outstanding
principal amount of its 6?% senior subordinated notes due 2011 (CUSIP
No. 707569AH2) (the "Notes”), it has extended the deadline for holders
to consent to certain proposed amendments to the indenture governing the
Notes and has waived the "Requisite Consent Condition” that at least a
majority in principal amount of the outstanding Notes consent to such
amendments (provided that if such requisite consents are not received
the proposed amendments will not be implemented).
The expiration of the tender offer remains unchanged at 5:00 p.m., New
York City time, on September 3, 2009, unless extended or earlier
terminated by Penn (the "Expiration Date”). The new consent payment
deadline is the same as the Expiration Date; that is, 5:00 pm., New York
City time, on September 3, 2009, unless extended or earlier terminated
by Penn (the "Consent Payment Deadline”).
Upon the terms and subject to the conditions of the tender offer and
consent solicitation, holders who validly tender (and do not validly
withdraw) their Notes and validly deliver (and do not validly revoke)
their consents to the proposed amendments on or prior to the Consent
Payment Deadline will receive the total consideration of $1,000 for each
$1,000 principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for payment plus accrued and unpaid interest on
that principal amount to, but not including, the closing date from June
1, 2009, the most recent interest payment date preceding the closing
date (the "Total Consideration”). The Total Consideration includes a
consent payment of $10 for each $1,000 principal amount of Notes
tendered.
Penn’s obligations to accept for payment and to pay for Notes and
consents in the tender offer and consent solicitation are subject to
customary conditions. Penn has waived the "Requisite Consent Condition”
that at least a majority in principal amount of the outstanding Notes
consent to the proposed amendments to the indenture governing the Notes.
If the requisite consents are not received, the supplemental indenture
will not be executed and the proposed amendments will not be
implemented. If the requisite consents are received, Penn intends to
effect the proposed amendments as described in the Offer to Purchase and
Consent Solicitation Statement dated August 6, 2009 (the "Offer to
Purchase”).
Holders who have previously validly tendered Notes do not need to
re-tender their Notes or take any other action. Notes tendered and
consents delivered may be validly withdrawn and revoked at any time on
or prior to the Consent Payment Deadline in accordance with the
procedures described in the Offer to Purchase.
As of 5:00 pm, New York City time, on August 19, 2009 (the previous
consent payment deadline), approximately $93.285 million aggregate
principal amount of the Notes, representing approximately 46.64% of the
outstanding Notes, had been validly tendered and not withdrawn.
Deutsche Bank Securities, BofA Merrill Lynch and Wells Fargo Securities
are serving as the Dealer Managers and Solicitation Agents, and
MacKenzie Partners, Inc. is serving as the Information Agent, in
connection with the tender offer and consent solicitation. Requests for
documents should be directed to MacKenzie Partners, Inc., toll-free at
(800) 322-2885. Questions regarding the tender offer and consent
solicitation should be directed to Deutsche Bank Securities, toll-free
at (800) 553-2826, BofA Merrill Lynch, toll-free at (888) 292-0070 or
Wells Fargo Securities, toll-free at (866) 309-6316.
None of Penn, the Dealer Managers and Solicitation Agents or the
Information Agent, nor any of their respective subsidiaries or
affiliates, makes any recommendation in connection with the tender offer
and the consent solicitation. Holders must make their own decisions as
to whether to tender Notes, and, if so, the principal amount of Notes to
tender.
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. The tender offer and consent solicitation are being made
solely by the Offer to Purchase. The tender offer and consent
solicitation are not being made to or with respect to (nor will the
surrender of Notes for purchase be accepted from or on behalf of)
holders of Notes in any jurisdiction in which the making or acceptance
of the tender offer or the consent solicitation would not be in
compliance with the laws of such jurisdiction.
About Penn National Gaming
Penn owns and operates gaming and racing facilities with a focus on slot
machine entertainment. Penn presently operates nineteen facilities in
fifteen jurisdictions, including Colorado, Florida, Illinois, Indiana,
Iowa, Louisiana, Maine, Mississippi, Missouri, New Jersey, New Mexico,
Ohio, Pennsylvania, West Virginia, and Ontario. In aggregate, Penn’s
operated facilities feature over 26,300 gaming machines, approximately
400 table games, over 2,000 hotel rooms and over 959,000 square feet of
gaming floor space.
Forward-Looking Statements
This press release contains forward-looking statements about Penn,
including those relating to the tender offer and consent solicitation.
All forward-looking statements in this press release are based on
estimates and assumptions and represent Penn’s judgment only as of the
date of this press release. Actual results may differ from current
expectations based on a number of factors including but not limited to
changing market conditions, financial market risks, general economic
conditions, Penn’s ability to consummate the tender offer and consent
solicitation, whether or not any of the Notes are tendered in the tender
offer and consent solicitation, and other factors as discussed in Penn’s
Annual Report on Form 10-K for the year ended December 31, 2008,
subsequent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K as filed with the Securities and Exchange Commission. Penn does not
intend to update publicly any forward-looking statements except as
required by law.