Item 8.01. Other Events.

On January 30, 2013, Penn National Gaming, Inc. (the "Company") entered into an agreement with Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P. and Centerbridge Capital Partners SBS, L.P. (collectively "Centerbridge") to repurchase all of the 2,300 outstanding shares of the Company's Series B Redeemable Preferred Stock ("Series B") owned by Centerbridge for $230 million. The Company agreed to the repurchase of the Centerbridge Series B shares in contemplation of its announced intent to pursue a series of transactions whereby the Company would contribute a majority of its real property assets to a newly formed company and then distribute all of the common stock of such newly formed property company to the Company's shareholders (the "Spin-Off"). The closing of the repurchase of the Centerbridge Series B shares would occur two business days prior to the record date, if any, established by the Company's Board of Directors for determining shareholders of record for the special dividend to effect the Spin-Off.

Also, on February 4, 2013, the Company repurchased all of the 225 outstanding shares of Series B owned by WF Investment Holdings, LLC (formerly Wachovia Investment Holdings, LLC) for $22,275,000, representing a $225,000 discount to the $22,500,000 paid by Wachovia Investment Holdings, LLC in July 2008.

The Company's agreement to repurchase all of the Series B shares owned by Centerbridge, the repurchase of the WF Investment Holdings, LLC Series B shares and the previously announced entry into an Exchange Agreement with an affiliate of Fortress Investment Group LLC together will result in the repurchase or exchange of all of the Company's Series B shares prior to the Spin-Off.

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