Penn National Gaming, Inc. Announces Expiration & Results of Its Previously Announced Tender Offer for Its 5.875% Senior Note...
January 18 2017 - 7:45PM
Business Wire
Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn”) announced
today the expiration of its previously announced tender offer for
any and all of the $300 million aggregate outstanding principal
amount of its 5.875% senior notes due 2021 (CUSIP No. 707569 AR0).
The tender offer was made pursuant to the terms and conditions set
forth in the offer to purchase dated January 6, 2017, and the
related letter of transmittal and notice of guaranteed delivery
(collectively, the “Tender Offer Documents”).
The tender offer expired at 5:00 p.m. New York City time on
January 18, 2017 (the “Expiration Date”). As of the Expiration
Date, $148,749,000 million aggregate principal amount of notes,
representing approximately 49.6% of the aggregate principal amount
of notes outstanding, had been validly tendered, and not validly
withdrawn. These amounts include $9,173,000 aggregate principal
amount of notes tendered pursuant to the guaranteed delivery
procedures described in the Tender Offer Documents, which remain
subject to the holder’s performance of the delivery requirements
under such procedures. Subject to the terms of and the satisfaction
of the conditions to the tender offer, including the financing
condition described therein, Penn expects to accept for purchase on
January 19, 2017 all notes validly tendered and not validly
withdrawn at or prior to the Expiration Date, subject, in the case
of notes tendered pursuant to the guaranteed delivery procedures
described in the Tender Offer Documents, to the holder’s
performance of the delivery requirements under such procedures. The
settlement date (other than for notes tendered pursuant to
guaranteed delivery procedures) is expected to be January 19, 2017,
and the settlement date for notes tendered pursuant to guaranteed
delivery procedures is expected to be January 23, 2017.
It is Penn’s current intention to effect the satisfaction and
discharge of the indenture governing the notes concurrently with or
following the settlement date and to redeem on the redemption date
any notes that are not tendered and accepted for purchase pursuant
to the tender offer, assuming the satisfaction of the financing
condition and the other conditions to such redemption. Any
redemption would be made solely pursuant to the notice of
redemption, including the conditions set forth therein, delivered
pursuant to the indenture governing the notes, and the information
in this press release is qualified in its entirety by such
notice.
If the financing condition or any of the other conditions to the
tender offer are not satisfied, Penn is not obligated to accept for
purchase or pay for, and may delay the acceptance for purchase of,
any tendered notes and may terminate the tender offer. In addition,
if the financing condition is not satisfied, Penn is not obligated
to redeem any of the notes and may revoke the conditional
redemption notice.
This press release is for informational purposes only and does
not constitute a notice of redemption under the optional redemption
provisions of the indenture governing the notes, nor does it
constitute an offer or solicitation to sell or buy any security. No
such offer or solicitation will be made in any jurisdiction in
which such offer or solicitation would be unlawful
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 and the documents referred to herein include
“forward looking statements,” including statements about the tender
offer and the acceptance for purchase of any tendered notes, the
conditional redemption, the satisfaction and discharge of the
indenture governing the notes and the satisfaction of the financing
and other conditions to the tender offer and the redemption. 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 satisfaction of the financing
condition or the other conditions to the tender offer ; 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/20170118006390/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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