PENN NATIONAL GAMING,INC. (NASDAQ:PENN) Files An 8-K Other EventsItem 8.01. Other Events.
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.
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ExhibitNo. |
Description |
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99.1 |
Joint press release, dated as of December18, 2017. |
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99.2 |
Investor presentation, dated as of December18, 2017. |