Penn National Gaming, Inc. (PENN:Nasdaq) (“Penn”) announced the results of the solicitation of consents in connection with its previously announced tender offer and solicitation of consents (the “Tender Offer”) for any and all of its 8.75% Senior Subordinated Notes due 2019 (the “Notes”).
As part of the Tender Offer, Penn solicited consents for amendments (the “Proposed Amendments”) that would eliminate substantially all restrictive covenants and certain events of default contained in the indenture governing the Notes (the “Indenture”). Penn announced today that as of 5:00 p.m., New York City time, on October 28, 2013 (the “Consent Payment Deadline”), it had received validly delivered consents (not validly revoked before the withdrawal deadline) from $292.68 million aggregate principal amount of the Notes, which represents approximately 90.055% of the $325.0 million aggregate principal amount of the Notes outstanding. Adoption of the Proposed Amendments required consents from holders of a majority in aggregate principal amount of the outstanding Notes. Accordingly, Penn received the requisite consents to execute a supplemental indenture to effect the Proposed Amendments to the Indenture.
Penn and the trustee under the Indenture have entered into the supplemental indenture to effect the Proposed Amendments, which proposed amendments are effective as of today and will be operative as of the date Penn accepts for purchase and payment, and purchases and pays for, such $292.68 million aggregate principal amount of Notes and related consents. When the Proposed Amendments become operative with respect to the Indenture, the Proposed Amendments will be binding on all non-tendering holders of the Notes.
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.
Penn reserves the right, but is under no obligation, on any day following the Consent Payment Deadline and prior to the Expiration Date (the “Early Settlement Date”), to accept for purchase any Notes validly tendered prior to the Early Settlement Date (and not validly withdrawn at or prior to the withdrawal deadline), subject to satisfaction or waiver of the conditions to the Tender Offer.