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Penn National Gaming Announces Tender Offer And Consent Solicitation For Any And All Of Its 8.75% Senior Subordinated Notes Due 2019

Stocks in this article: PENN

Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn”) announced today that it is commencing a cash tender offer for any and all of the $325 million aggregate outstanding principal amount of its 8.75% senior subordinated notes due 2019 (CUSIP No. 707569AN9) and a related consent solicitation to effect certain amendments to the indenture governing the notes.

As part of the tender offer, Penn is soliciting consents for amendments that would eliminate or modify certain covenants, events of default and other provisions contained in the indenture governing the notes. Holders who tender their notes will be deemed to consent to all of the proposed amendments, and holders may not deliver consents without tendering their notes. The tender offer and consent solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated October 15, 2013, and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the tender offer and consent solicitation.

The tender offer will expire at 5:00 p.m., New York City time, on November 13, 2013, unless the tender offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the tender offer and consent solicitation, holders of the notes who validly tender their notes and deliver their consents at or prior to 5:00 p.m., New York City time, on October 28, 2013 (as such time and date may be extended, the “Consent Payment Deadline”) and do not withdraw their notes or revoke their consents at or prior to 5:00 p.m., New York City time, on October 28, 2013 (such date and time, as it may be extended, the “Withdrawal Deadline”), and whose notes are accepted for purchase, will receive the “Total Consideration” of $1,107.24 per $1,000 principal amount of tendered notes, which is equal to the “Tender Offer Consideration” of $1,087.24 per $1,000 principal amount of tendered notes plus a consent payment of $20.00 per $1,000 principal amount of tendered notes. Holders of notes who validly tender their notes after the Consent Payment Deadline but at or prior to the Expiration Date, and whose notes are accepted for purchase, will receive only the Tender Offer Consideration. In addition to the Total Consideration or the Tender Offer Consideration, as the case may be, holders whose notes are accepted in the tender offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable settlement date.

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