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Penn National Gaming Completes Tax Free Spin-off To Its Shareholders Of Gaming And Leisure Properties

Stocks in this article: PENN

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.

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