UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into A Material Definitive Agreement. |
On July 1, 2021, Penn National Gaming, Inc. (the “Company”) closed its previously announced private offering (the “Offering”) of $400 million aggregate principal amount of 4.125% senior notes due 2029 (the “Notes”). The Notes were issued at par. The Company intends to use the proceeds of the Offering for general corporate purposes.
The Notes were issued pursuant to an indenture, dated as of July 1, 2021 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
At any time prior to July 1, 2024, the Company may redeem the Notes for cash at its option, in whole or in part, at any time or from time to time, at a redemption price equal to the principal amount thereof plus a “make-whole premium”, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On and after July 1, 2024, the Company may redeem the Notes for cash at its option, in whole or in part, at any time or from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, on the notes redeemed, to, but not including, the applicable redemption date. In addition, at any time prior to July 1, 2024, the Company may redeem the Notes for cash at its option, in whole or in part, at any time or from time to time, at a redemption price of 104.125% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with an amount of cash equal to the net cash proceeds of one or more Equity Offerings (as defined in the Indenture) so long as (i) at least 60% of the aggregate principal amount of notes originally issued under the Indenture remains outstanding after the occurrence of such redemption and (ii) such redemption occurs within 180 days after the date of such Equity Offering. If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of Notes will have the right to require the Company to repurchase all or any part of that holder’s Notes pursuant to an offer by the Company on the terms set forth in the Indenture at a purchase price equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to, but not including, the date of purchase. The Notes also will be subject to mandatory redemption requirements imposed by gaming laws and regulations.
The Notes are the Company’s unsubordinated, unsecured obligations and are equal in right of payment with all unsubordinated indebtedness of the Company, without giving effect to collateral arrangements, and senior in right of payment to all subordinated indebtedness of the Company. The Notes are effectively subordinated in right of payment to all secured indebtedness of the Company, including indebtedness under the Company’s existing credit agreement, to the extent of the value of the assets securing such indebtedness. The Notes are not guaranteed by any of the Company’s subsidiaries and are structurally subordinated to all liabilities of any subsidiaries of the Company.
The Indenture contains covenants limiting the Company’s and its restricted subsidiaries’ ability to: incur additional debt and issue certain preferred stock; pay dividends or distributions on its capital stock or repurchase its capital stock or subordinated debt; make certain investments; create liens on its assets to secure certain debt; enter into transactions with affiliates; merge or consolidate with another company; transfer and sell assets; designate its subsidiaries as unrestricted subsidiaries; and make certain amendments to the Master Lease, dated November 1, 2013, as amended from time to time (the “Master Lease”), between Penn Tenant, LLC, which is a subsidiary of the Company, and GLP Capital, L.P., which is a subsidiary of Gaming and Leisure Properties, Inc. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. In addition, most of these covenants will cease to apply to the Notes at such time as the Notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services.
The Indenture contains certain customary events of default (subject in certain cases to customary grace and cure periods).
The foregoing description is not complete and is qualified in its entirety by the Indenture, which is filed herewith as Exhibit 4.1 and 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 is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2021, the Company issued a press release announcing the completion of the Offering.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
|
Exhibit No. |
Description of Exhibit | |
| 4.1 | Indenture, dated as of July 1, 2021, between Penn National Gaming, Inc. and Wells Fargo Bank, National Association as Trustee. | |
| 4.2 | Form of Note for 4.125% Senior Notes due 2029 (included in Exhibit 4.1 above). | |
| 99.1 | Press Release of Penn National Gaming, Inc. dated July 1, 2021 (furnished under Item 7.01). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2021
| PENN NATIONAL GAMING, INC. | ||
| By: |
/s/ Harper Ko | |
|
Harper Ko Executive Vice President, Chief Legal Officer and Secretary | ||