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PENN > SEC Filings for PENN > Form 8-K on 4-Nov-2013All Recent SEC Filings

Show all filings for PENN NATIONAL GAMING INC

Form 8-K for PENN NATIONAL GAMING INC


4-Nov-2013

Entry into a Material Definitive Agreement, Termination of a Material De


Item 1.01. Entry into A Material Definitive Agreement.

On October 30, 2013, Penn National Gaming, Inc. (the "Company") closed its previously announced debt financings, consisting of (i) $300.0 million aggregate principal amount of its 5.875% senior notes due 2021 (the "New Notes") and (ii) $1,250.0 million of new credit facilities, comprised of a $500.0 million Term Loan A with a maturity of five years (the "Term Loan A"), a $250.0 million Term Loan B with a maturity of seven years (the "Term Loan B") and a $500.0 million revolving credit facility with a maturity of five years (the "Revolving Credit Facility" and, together with the Term Loan A and the Term Loan B, the "New Credit Facilities"). The financings were undertaken in contemplation of the separation of substantially all of the Company's real property assets from its operating assets through the spin-off (the "Spin-Off") of Gaming and Leisure Properties, Inc., a Pennsylvania corporation ("GLPI"). The Spin-Off became effective at 12:01 a.m., New York City time, on November 1, 2013.

The Company used a portion of the initial borrowings under the New Credit Facilities, proceeds of the New Notes and proceeds received by the Company from GLPI and its subsidiaries in exchange for the contribution of the real property assets to GLPI and its subsidiaries in connection with the Spin-Off, along with other cash available to the Company, (1) to repay amounts outstanding under its existing Credit Agreement, dated as of July 14, 2011 (as amended and supplemented, the "Existing Credit Agreement"), by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as swingline lender, administrative agent and collateral agent, and the other parties thereto, (2) to fund its previously announced cash tender offer to purchase any and all of its outstanding 8% Senior Subordinated Notes due 2019 (the "Old Notes") and the related consent solicitation (together, the "Tender Offer") to make certain amendments to the Indenture, dated as of August 19, 2009 (as supplemented, the "Old Notes Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Old Notes Trustee"), governing the Old Notes and to satisfy and discharge the Old Notes Indenture, and (3) to pay related fees and expenses (such transactions, collectively, the "Financing Transactions").

Indenture for the Notes

On October 30, 2013, the Company issued the New Notes, at a price of par, pursuant to an Indenture, dated as of October 30, 2013 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The New Notes will mature on November 1, 2021 and bear interest at the rate of 5.875% per annum. Interest on the New Notes is payable semi-annually on each May 1 and November 1, commencing May 1, 2014, to holders of record on the immediately preceding April 15 and October 15.

The Company may redeem New Notes at any time, and from time to time, on or after November 1, 2016, at the declining redemption premiums set forth in the Indenture, together with accrued and unpaid interest to, but not including, the redemption date. Prior to November 1, 2016, the Company may redeem New Notes at any time, and from time to time, at a redemption price equal to 100% of the principal amount of the New Notes redeemed plus a "make-whole" redemption premium described in the Indenture, together with accrued and unpaid interest to, but not including, the redemption date. In addition, at any time prior to November 1, 2016, the Company may redeem New Notes with the net proceeds of one or more equity offerings, within a specified period of time after the closing of any such equity offering, at a redemption price equal to 105.875% of the principal amount of the New Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date, so long as at least 60% of the aggregate principal amount of New Notes originally issued under the Indenture remains outstanding. If the Company experiences a change of control accompanied by a decline in the credit rating of the New Notes, the Company will be required to give holders of the New Notes the opportunity to sell the Company their New Notes at a price equal to 101% of the principal amount of the New Notes, together with accrued and unpaid interest to, but not including, the repurchase date. If the Company engages in any asset sales, subject to some exceptions, the Company generally must use the proceeds for specified purposes within a specified period of time or use the excess net proceeds from such asset sales to offer to purchase New Notes from holders at a price equal to 100% of the principal amount of the New Notes, together with accrued and unpaid interest to, but not including, the repurchase date. The New Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.

The New Notes are the Company's senior unsecured obligations and rank pari passu in right of payment with all of the Company's senior indebtedness, and senior in right of payment to all of the Company's subordinated indebtedness, without giving effect to collateral arrangements. The New Notes are effectively subordinated to the Company's secured indebtedness, including the New Credit Facilities, to the extent of the value of the assets securing such indebtedness. The New Notes will not be guaranteed by any of the Company's subsidiaries, except in the event that the Company in the future issues certain . . .



Item 2.01 Termination of a Material Definitive Agreement

On October 30, 2013, in connection with the Financing Transactions, as described above, (i) the Company repaid all outstanding amounts under, and terminated, its Existing Credit Agreement and (ii) satisfied and discharged the Old Notes Indenture and called for redemption the remaining outstanding Old Notes not purchased on such date pursuant to the Tender Offer, as further described under Item 8.01 below. There were no termination penalties incurred by the Company in connection with the repayment and termination of the Existing Credit Agreement.

The information set forth in Item 1.01 hereof is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off- Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereof is incorporated herein by reference.



Item 8.01 Other Events.

On October 29, 2013, the Company issued a press release announcing, in connection with the Tender Offer, the receipt of the requisite consents necessary to effect the amendments to the Old Notes Indenture set forth in the Supplemental Indenture.

On October 30, 2013, the Company issued a press release announcing the early settlement of the Tender Offer, the redemption of the remaining outstanding Old Notes and the satisfaction and discharge of the Old Notes Indenture.

These press releases are filed herewith as Exhibits 99.1 and 99.2 and incorporated herein by this reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit
Number                                  Description

4.1       Indenture, dated as of October 30, 2013, between Penn National
          Gaming, Inc. and Wells Fargo Bank, National Association as Trustee.

4.2       Form of Note for 5.875% Senior Notes due 2021 (included in Exhibit 4.1
          above).

4.3       Supplemental Indenture, dated as of October 29, 2013, between Penn
          National Gaming, Inc. and Wells Fargo Bank, National Association as
          Trustee.

10.1      Registration Rights Agreement, dated as of October 30, 2013, by and
          between Penn National Gaming, Inc., J.P. Morgan Securities LLC and the
          other initial purchasers named therein.

10.2      Credit Agreement, dated as of October 30, 2013, among Penn National
          Gaming, Inc., certain subsidiaries of Penn National Gaming, Inc., as
          guarantors, the lenders from time to time party thereto and Bank of
          America, N.A., as administrative agent and collateral agent.

99.1      Press release, dated October 29, 2013, of Penn National Gaming. Inc.

99.2      Press release, dated October 30, 2013, of Penn National Gaming, Inc.


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