Closes Senior Notes and Credit Facility Financings
WYOMISSING, Pa.--(BUSINESS WIRE)--Nov. 1, 2013--
Penn National Gaming, Inc. (PENN:Nasdaq) (“Penn”), announced the
completion of the previously announced, tax-free spin-off to its
shareholders of Gaming and Leisure Properties, Inc. (“GLPI”), effective
at 12:01 a.m. New York City time today. As a result, GLPI is now a
separate company which owns the real estate associated with 21 casino
facilities, including two facilities currently under development in
Dayton and Youngstown, Ohio and leases, or expects to lease with respect
to Dayton and Youngstown, 19 of these facilities to Penn. The remaining
two gaming facilities, located in Baton Rouge, Louisiana and Perryville,
Maryland, are owned and operated by subsidiaries of GLPI.
Since October 14, 2013, in addition to trading on the “regular way”
Nasdaq market with the entitlement to receive shares of GLPI common
stock distributed in the spin-off, Penn common shares have traded on an
“ex-distribution” market under the symbol “PENNV” without the
entitlement to receive GLPI shares distributed in the spin-off. From and
after November 4, 2013, all trading in Penn shares will occur under the
symbol “PENN” without any entitlement to receive shares of GLPI.
In connection with the spin-off, Penn refinanced its existing senior
secured credit facilities and repurchased or called for redemption, and
discharged the indenture governing, its 8.75% Senior Subordinated Notes
due 2019 (collectively, the “Refinancing”). Penn also completed the
previously announced issuance, in a private placement, of $300 million
principal amount of new 5.875% Senior Notes due 2021 issued at par. Penn
also closed on new senior secured credit facilities comprised of a $500
million revolving credit facility with a maturity of five years, a $500
million term loan A facility with a maturity of five years and a $250
million term loan B facility with a maturity of seven years. The
proceeds of the initial funding under the new credit facilities, the new
notes and the cash proceeds Penn received from GLPI in actual or
constructive exchange for the contribution of real property
assets by Penn and its subsidiaries to GLPI were used to consummate the
Refinancing, to pay related fees and expenses and for working capital
purposes. The interest rates applicable to loans under the credit
facilities are , at Penn’s option, equal to either a LIBOR rate or a
base rate plus an applicable margin. The applicable margin for the
revolving credit facility and the term loan A is 2.00% for LIBOR loans
and 1.00% for base rate loans until Penn provides financial reports for
the first full fiscal quarter following closing and, thereafter, will
range from 1.25% to 2.75% per annum for LIBOR loans and 0.25% to 1.75%
per annum for base rate loans, in each case depending on Penn’s total
net leverage ratio. The revolving credit facility and the term loan A
were issued without upfront fees or original issue discount. Unused
commitments under the revolving credit facility are subject to a
commitment fee of 0.35% until Penn provides financial reports for the
first full fiscal quarter following closing and, thereafter, 0.25% to
0.50%, depending on Penn’s total net leverage ratio. The applicable
margin for the term loan B is 2.50% for LIBOR loans and 1.50% for base
rate loans. The term loan B is also subject to an interest rate floor of
0.75% for LIBOR loans and 1.75% for base rate loans and was issued with
an upfront fee of 0.50%.
About Penn National Gaming
Penn National Gaming owns, operates or has ownership interests in gaming
and racing facilities with a focus on slot machine entertainment. The
Company presently operates twenty-six facilities in seventeen
jurisdictions, including Florida, Illinois, Indiana, Iowa, Kansas,
Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico,
Ohio, Pennsylvania, Texas, West Virginia, and Ontario. In aggregate,
Penn National’s operated facilities feature approximately 31,000 gaming
machines, 800 table games, 2,900 hotel rooms and 8.8 million of property
square footage.
Forward-Looking Statements
This press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements can be
identified by the use of forward looking terminology such as “expects,”
“believes,” “estimates,” “expects,” “intends,” “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. Such forward looking statements are inherently subject to
risks, uncertainties and assumptions about Penn and its subsidiaries,
and accordingly, any forward looking statements are qualified in their
entirety by reference to the factors described in Penn’s Annual Report
on Form 10-K for the year ended December 31, 2012, subsequent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K as filed with the
Securities and Exchange Commission (the “SEC”). Important factors that
could cause actual results to differ materially from the forward looking
statements include, without limitation, risks related to the following:
Penn’s ability to obtain timely regulatory approvals required to operate
and manage Penn’s facilities, or other delays or impediments to
implementing Penn’s business plan, including favorable resolution of any
related litigation; Penn’s ability to secure state and local permits and
approvals necessary for construction; construction factors, including
delays, unexpected remediation costs, local opposition and increased
cost of labor and materials; Penn’s ability to reach agreements with the
thoroughbred and harness horseman in Ohio in connection with the
proposed relocations and to otherwise maintain agreements with Penn’s
horseman, pari-mutuel clerks and other organized labor groups; 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 Penn does or
seeks to do business (such as a smoking ban at any of Penn’s
facilities); 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; the activities of
Penn’s competitors and the rapid emergence of new competitors
(traditional, internet and sweepstakes based); financial, operational,
regulatory or other potential challenges of the GLPI subsidiary from
whom Penn will lease substantially all of its gaming and racing
facilities, and from whom Penn expects to lease the facilities currently
under development in Dayton and Youngstown, Ohio, the costs and risks
involved in the pursuit of such development opportunities and Penn’s
ability to complete the development of, and achieve the expected returns
from, such opportunities; the impact of weather; 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.
Source: Penn National Gaming, Inc.
Penn National Gaming, Inc.
Desiree Burke, 610-373-2400
Chief
Accounting Officer,
Vice President and Corporate Controller
or
JCIR
Joseph
N. Jaffoni, Richard Land
212-835-8500
penn@jcir.com
