Item 8.01. Other Events.

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On December18, 2017, Penn National Gaming,Inc., a Pennsylvania corporation (“Penn National”) and Pinnacle Entertainment,Inc., a Delaware corporation (“Pinnacle”), issued a joint press release announcing, among other things: (i)the execution of an Agreement and Plan of Merger (the “Merger Agreement”) to which Franchise Merger Sub,Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Penn National, will be merged with and into Pinnacle with Pinnacle continuing as the surviving entity and as a wholly owned subsidiary of Penn National; (ii)the execution of a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Boyd Gaming Corporation (“Boyd”) to which a subsidiary of Boyd will acquire the gaming and related operations of Ameristar St. Charles (Missouri), Ameristar Kansas City (Missouri), Belterra Casino Resort in Florence,Indiana, and Belterra Park in Cincinnati, Ohio (“Belterra Park”), in connection with the Merger; (iii)the entry into definitive agreements with a subsidiary of Gaming and Leisure Properties,Inc. (“GLPI”) to which GLPI’s subsidiary will acquire the real estate associated with Belterra Park and Plainridge Park Casino in Plainville, Massachusetts; and (iv)that at the closing of the transactions contemplated by the Membership Interest Purchase Agreement, GLPI and Boyd will enter into a master lease agreement for the gaming operations acquired by Boyd and Penn National will assume Pinnacle’s existing lease for Meadows Casino and Racetrack in Pennsylvania and Pinnacle’s existing master lease and enter into certain amendments thereto. A copy of the joint press release is attached hereto as Exhibit99.1 and incorporated by reference herein.

On December18, 2017, Penn National also provided supplemental information regarding the proposed transaction in connection with a presentation to investors. A copy of the investor presentation is attached hereto as Exhibit99.2 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




Joint press release, dated as of December18, 2017.


Investor presentation, dated as of December18, 2017.

EX-99.1 2 a17-28592_1ex99d1.htm EX-99.1 Exhibit 99.1   Penn National Gaming to Acquire Pinnacle Entertainment   Pinnacle Shareholders to Receive $20.00 Per Share in Cash and 0.42 Shares of Penn National Common Stock for Each Pinnacle Share in Transaction Valued at Approximately $2.8 Billion   Enhances Penn National’s Position as North America’s Leading Regional Gaming Operator and Further Diversifies Its Best-in-Class Portfolio of Gaming Assets   Immediately Accretive to Free Cash Flow Per Share; Expected to Generate $100 Million in Annual Run-Rate Cost Synergies   Definitive Agreements with Gaming and Leisure Properties on Master Lease Amendments and Sale- Leaseback Transactions and with Boyd Gaming on Planned Divestitures Provide Clear Path to Completion   Post-Synergy Acquisition Multiple of 6.6x LTM EBITDA   Penn National and Pinnacle to Host Joint Conference Call and Webcast at 8:00 a.m. ET Today   WYOMISSING,…
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Penn National Gaming, Inc. (Penn) is an owner and manager of gaming and racing facilities and video gaming terminal operations with a focus on slot machine entertainment. The Company’s segments include the East/Midwest, the West and the Southern Plains segment. East/Midwest segment consists of various properties, including Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Lawrenceburg, Hollywood Casino Toledo, Hollywood Casino Columbus, Hollywood Gaming at Dayton Raceway and Plainridge Park Casino. The West segment consists of properties, which include Zia Park Casino, M Resort, Tropicana Las Vegas and Hollywood Casino Jamul-San Diego project. The Southern Plains segment consists of various properties, including Hollywood Casino Aurora, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Tunica, Hollywood Casino Gulf Coast, Boomtown Biloxi, Hollywood Casino St. Louis and Prairie State Gaming.

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