Penn National Gaming, Inc. (Nasdaq:PENN) ("Penn”) announced today the
pricing of $325 million principal amount of new 8¾% Senior Subordinated
Notes due 2019, which will be issued in a private placement. The
principal amount of new notes was increased from the previously
announced $250 million aggregate principal amount. The notes will be
issued at par. The new Senior Subordinated Notes will be unsecured
senior subordinated obligations of Penn and will not be guaranteed.
The sale of the new Senior Subordinated Notes is expected to close on
August 14, 2009, subject to customary closing conditions. Penn intends
to use the net proceeds from the offering (i) to repay $40 million of
borrowings, together with accrued and unpaid interest thereon, under its
term loan A facility, (ii) to fund the previously announced tender offer
and consent solicitation for all of its $200.0 million aggregate
outstanding principal amount of 6?% Senior Subordinated Notes due 2011
(the "6?% Notes”) and pay related transaction fees and expenses, and to
redeem, defease or discharge any of the 6?% Notes that are not tendered
and (iii) for general corporate purposes. As an alternative to using the
net proceeds from the offering to refinance the 6?% Notes as described
above, Penn may use a portion of such net proceeds to repay all or a
portion of outstanding borrowings under Penn’s revolving credit facility
and then re-draw revolver borrowings to refinance the 6?% Notes.
The offering will be made only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act”), and outside the United States, only to non-U.S.
investors pursuant to Regulation S. The Notes have not been registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Forward-Looking Statements
This press release contains forward-looking statements about Penn,
including those relating to the proposed offering and the tender offer
and consent solicitation, whether or not Penn will consummate the
proposed offering or the tender offer and consent solicitation, whether
or not any of the 6?% Notes will be tendered in the tender offer and
consent solicitation and Penn’s plans to redeem, defease or discharge
any of the 6?% Notes that are not tendered. 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 offering or the tender offer and consent solicitation,
whether or not any of the 6?% 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.