Pinnacle Shareholders to Accept $20.00 Per Allotment in Banknote and 0.42 Shares of Penn National Accepted Banal for Anniversary Pinnacle Allotment in Transaction Admired at About $2.8 Billion
Enhances Penn National’s Position as North America’s Arch Bounded Gaming Abettor and Added Diversifies Its Best-in-Class Portfolio of Gaming Assets
Immediately Accretive to Chargeless Banknote Breeze Per Share; Accepted to Accomplish $100 Actor in Anniversary Run-Rate Amount Synergies
Definitive Agreements with Gaming and Leisure Backdrop on Adept Charter Amendments and Sale- Leaseback Affairs and with Boyd Gaming on Planned Divestitures Accommodate Clear Path to Completion
Post-Synergy Accretion Assorted of 6.6x LTM EBITDA
Penn National and Pinnacle to Host Collective Appointment Alarm and Webcast at 8:00 a.m. ET Today
WYOMISSING, Pa. and LAS VEGAS, Dec. 18, 2017 (GLOBE NEWSWIRE) — Penn National Gaming, Inc. (NASDAQ:PENN) (“Penn National”) and Pinnacle Entertainment, Inc. (NASDAQ:PNK) (“Pinnacle”) appear today that they accept entered into a absolute acceding beneath which Penn National will admission Pinnacle in a banknote and banal transaction admired at about $2.8 billion. Beneath the acceding of the agreement, Pinnacle shareholders will accept $20.00 in banknote and 0.42 shares of Penn National accepted banal for anniversary Pinnacle share, which implies a absolute acquirement amount of $32.47 per Pinnacle allotment based on Penn National’s closing amount on December 15, 2017. The transaction reflects a 36% exceptional for Pinnacle shareholders based on Pinnacle’s closing amount of $21.86 and Penn National’s closing amount of $22.91 on October 4, 2017. The transaction has been accustomed by the boards of admiral of both companies and is accepted to aing in the added bisected of 2018.
Pinnacle owns and operates 16 gaming and ball accessories in 11 jurisdictions above the United States. Afterward the accretion of Pinnacle and the planned denial of four of its backdrop to Boyd Gaming Corporation (NYSE:BYD) (“Boyd”) (as declared below), Penn National will accept decidedly greater operational and geographic assortment and accomplish a accumulated 41 backdrop in 20 jurisdictions throughout North America. The transaction is accepted to accomplish $100 actor in anniversary run-rate amount synergies afterward affiliation and is advancing to be anon accretive to chargeless banknote breeze in the aboriginal year. Pro forma for the divestitures and synergies, the accretion reflects a assorted of 6.6x LTM EBITDA.
Timothy J. Wilmott, Chief Controlling Officer of Penn National Gaming, commented, “By accumulation our awful commutual portfolios and agnate operating philosophies, we will be able to advantage the strengths of both our companies and actualize an unparalleled acquaintance for our bounded gaming customers, while breeding cogent amount for our shareholders and business partners.”
Mr. Wilmott continued, “The accumulated aggregation will account from added scale, added beforehand opportunities and best-in-class operations, creating a added able chip gaming company. Going forward, we will accept the banking and operational adaptability to added assassinate on our cardinal objectives, while advancement our clue almanac of industry-leading accumulation margins and breeding cogent banknote breeze to abate advantage over time. We attending advanced to affable Pinnacle’s accomplished advisers to our aggregation and to added acceptable our cachet as North America’s arch bounded gaming operator.”
Anthony Sanfilippo, Chairman and Chief Controlling Officer of Pinnacle Entertainment, said, “Pinnacle is a agitating aggregation whose success is due to the efforts of our added than 16,000 aggregation associates that focus every day on accouterment abundant account and memorable adventures for our guests. Tim and the Penn National aggregation beforehand a high-quality alignment that, like Pinnacle, has a affiliated clue almanac of operational arete and accretive growth. We accept the accumulated will aftermath an alike stronger gaming ball belvedere that builds on the alone accomplishments of both companies and allowances our accumulated aggregation members, shareholders and guests.”
Mr. Sanfilippo continued, “Pinnacle shareholders will accept absolute amount from the banknote consideration, as able-bodied as accord in the longer-term beforehand of Penn National that we apprehend will action from the affiliation of these two abundant companies into a added efficient, larger-scale gaming ball platform. We are additionally admiring that Boyd Gaming will be accepting our Ameristar backdrop in St. Charles and Kansas City, forth with Belterra Casino Resort and Belterra Park. We attending advanced to alive anxiously with Penn National and Boyd to seamlessly alteration the Pinnacle businesses to their corresponding new owners.”
Compelling Cardinal and Banking Benefits
In affiliation with the transaction, Penn National has entered into a absolute acceding with Boyd in which Boyd will acquirement Pinnacle’s gaming operations at Ameristar Kansas City and Ameristar St. Charles in Missouri; Belterra Casino Resort in Indiana; and Belterra Park in Ohio, for about $575 actor in cash. These divestitures are advancing to action anon above-mentioned to, and are conditioned upon, the achievement of the Pinnacle acquisition.
Definitive Agreements and Adept Charter Amendments with Gaming and Leisure Backdrop
Gaming and Leisure Backdrop (NASDAQ:GLPI) (“GLPI”), the freeholder for Penn National and Pinnacle beneath their corresponding adept charter agreements, has entered into an acceding to alter the acceding of the Pinnacle adept charter to admittance the divestitures. In affiliation with the transaction, Penn National, GLPI and Boyd accept agreed to the following:
Penn National has accustomed committed costs for the transaction, accountable to accepted conditions, from BofA Merrill Lynch and Goldman Sachs Bank USA, and expects to armamentarium the accretion with a accumulated of the gain from the Boyd and GLPI transactions, absolute banknote on its antithesis area and new debt financing. Penn National anticipates that the added banknote breeze consistent from the accretion will acquiesce it to pay bottomward debt on an accelerated base afterwards closing.
Approvals and Timing
The transaction is accountable to approval of the shareholders of Penn National and Pinnacle, the approval of applicative gaming authorities, the cessation or abortion of the applicative cat-and-mouse aeon beneath the Hart-Scott-Rodino Act and added accepted closing conditions. The companies apprehend the transaction to aing in the added bisected of 2018.
Upon achievement of the transaction Penn National and Pinnacle shareholders will authority 78 percent and 22 percent, respectively, of the accumulated company’s outstanding shares.
Goldman, Sachs & Co. LLC is acting as beforehand banking advisor, BofA Merrill Lynch is additionally acting as a banking advisor, and Wachtell, Lipton, Rosen & Katz is acting as acknowledged adviser to Penn National in affiliation with the transaction. J.P. Morgan is acting as banking adviser and Skadden, Arps, Slate, Meagher & Flom LLP is acting as acknowledged adviser to Pinnacle in affiliation with the transaction.
Conference Alarm and Webcast
Penn National and Pinnacle will host a appointment alarm and accompanying webcast today, Monday, December 18, 2017 at 8:00 a.m. ET to analysis the transaction and host a catechism and acknowledgment session. To admission the appointment call, absorbed parties may punch 303-223-2685, appointment ID 21877178 (domestic and all-embracing callers). Participants can additionally accept to a alive webcast of the alarm from Penn National’s website at www.pngaming.com or Pinnacle’s website at http://investors.pnkinc.com. During the appointment alarm and webcast, administration will analysis a presentation summarizing the proposed transaction which can be accessed at www.pngaming.com. A webcast epitomize will be accessible for 90 canicule afterward the alive accident at www.pngaming.com. Amuse alarm bristles account in beforehand to ensure that you are connected. Questions and answers will be taken alone from participants on the appointment call. For the webcast, amuse acquiesce 15 account to register, download and install any all-important software.
About Penn NationalPenn National Gaming owns, operates or has buying interests in gaming and antagonism accessories and video gaming terminal operations with a focus on aperture apparatus entertainment. We accept additionally afresh broadcast into amusing online gaming offerings via our Penn Interactive Ventures, LLC analysis and our contempo accretion of Rocket Speed, Inc. At September 30, 2017, the Aggregation operated twenty-nine accessories in seventeen jurisdictions, including California, Florida, Illinois, Indiana, Kansas, Maine, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario, Canada. At September 30, 2017, in aggregate, Penn National Gaming operated about 36,700 gaming machines, 820 table amateur and 4,800 auberge rooms.
About PinnaclePinnacle Entertainment, Inc. owns and operates 16 gaming ball businesses, amid in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio and Pennsylvania. In addition, Pinnacle holds a majority absorption in the antagonism authorization owner, as able-bodied as a administration contract, for Retama Park Racetrack alfresco of San Antonio, Texas.
About Boyd GamingHeadquartered in Las Vegas, Boyd Gaming Corporation (NYSE:BYD) is a arch adapted buyer and abettor of 24 gaming ball backdrop amid in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. Boyd Gaming columnist releases are accessible at www.prnewswire.com. Added account and advice on Boyd Gaming can be begin at www.boydgaming.com.
About GLPIGLPI is affianced in the business of acquiring, financing, and owning absolute acreage acreage to be busy to gaming operators in triple-net charter arrangements, pursuant to which the addressee is amenable for all ability maintenance, allowance adapted in affiliation with the busy backdrop and the business conducted on the busy properties, taxes levied on or with account to the busy backdrop and all utilities and added casework all-important or adapted for the busy backdrop and the business conducted on the busy properties. GLPI expects to abound its portfolio by advancing opportunities to admission added gaming accessories to charter to gaming operators. GLPI additionally intends to alter its portfolio over time, including by accepting backdrop alfresco the gaming industry to charter to third parties. GLPI adopted to be burdened as a REIT for United States federal assets tax purposes basic with the 2014 taxable year and is the aboriginal gaming-focused REIT in North America.
Forward-looking StatementsThis advice may accommodate assertive advanced statements, including assertive plans, expectations, goals, projections, and statements about the allowances of the proposed transaction, Penn National’s and Pinnacle’s plans, objectives, expectations and intentions, the accepted timing of achievement of the transaction, and added statements that are not absolute facts. Such statements are accountable to abundant assumptions, risks, and uncertainties. Statements that do not call absolute or accepted facts, including statements about behavior and expectations, are advanced statements. Advanced statements may be articular by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or agnate expressions, or approaching or codicillary verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or agnate variations. The advanced statements are advised to be accountable to the safe anchorage provided by Section 27A of the Balance Act of 1933, Section 21E of the Balance Exchange Act of 1934, and the Private Balance Action Reform Act of 1995. While there is no affirmation that any account of risks and uncertainties or accident factors is complete, beneath are assertive factors which could account absolute after-effects to alter materially from those independent or adumbrated in the advanced statements including: risks accompanying to the accretion of Pinnacle by Penn National and the affiliation of the businesses and assets to be acquired; the achievability that the proposed transaction does not aing back accepted or at all because adapted regulatory, actor or added approvals are not accustomed or added altitude to the closing are not annoyed on a appropriate base or at all; the accident that the costs adapted to armamentarium the transaction is not acquired on the acceding advancing or at all; the achievability that the Boyd and/or GLPI deals do not aing in a appropriate appearance or at all; abeyant adverse reactions or changes to business or agent relationships, including those consistent from the advertisement or achievement of the transaction; abeyant action arduous the transaction; the achievability that the advancing allowances of the transaction are not accomplished back accepted or at all, including as a aftereffect of the appulse of, or issues arising from, the affiliation of the two companies; the achievability that the advancing divestitures are not completed in the advancing timeframe or at all; the achievability that added divestures may be required; the achievability that the transaction may be added big-ticket to complete than anticipated, including as a aftereffect of abrupt factors or events; aberration of management’s absorption from advancing business operations and opportunities; action apropos to the transaction; risks associated with added advantage from the transaction; and added factors discussed in the sections advantaged “Risk Factors” and “Management’s Discussion and Analysis of Banking Condition and After-effects of Operations” in Penn National’ and Pinnacle’ corresponding best contempo Anniversary Reports on Form 10-K, Quarterly Reports on Form 10-Q and Accepted Reports on Form 8-K as filed with the Balance and Exchange Commission. Added alien or capricious factors may additionally account absolute after-effects to alter materially from those projected by the advanced statements. Best of these factors are difficult to ahead and are about above the ascendancy of Penn National and Pinnacle. Neither Penn National nor Pinnacle undertakes any obligation to absolution about any revisions to any advanced statements, to address contest or to address the accident of hasty contest unless adapted to do so by law.
Additional InformationThis advice does not aggregate an action to buy or address of an action to advertise any securities. In affiliation with the proposed transaction, Penn National intends to book with the SEC a allotment account on Form S-4 that will accommodate a collective proxy account of Penn National and Pinnacle that additionally constitutes a announcement of Penn National. Penn National and Pinnacle additionally plan to book added accordant abstracts with the SEC apropos the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may access a chargeless archetype of the collective proxy statement/prospectus (if and back it becomes available) and added accordant abstracts filed by Penn National and Pinnacle with the SEC at the SEC’s website at www.sec.gov.
Certain Advice Apropos ParticipantsPenn National and Pinnacle and their corresponding admiral and controlling admiral may be accounted to be participants in the address of proxies in account of the proposed transaction beneath the rules of the SEC. Investors may access advice apropos the names, affiliations and interests of Penn National’ admiral and controlling admiral in Penn National’ Anniversary Address on Form 10-K for the year concluded December 31, 2016, which was filed with the SEC on February 24, 2017, and its proxy account for its 2017 Anniversary Meeting, which was filed with the SEC on April 25, 2017. Investors may access advice apropos the names, affiliations and interests of Pinnacle’ admiral and controlling admiral in Pinnacle’ Anniversary Address on Form 10-K for the year concluded December 31, 2016, which was filed with the SEC on February 28, 2017, and its proxy account for its 2017 Anniversary Meeting, which was filed with the SEC on March 14, 2017. Added advice apropos the participants in the proxy address and a description of their absolute and aberrant interests, by aegis backing or otherwise, will be independent in the collective proxy statement/prospectus and added accordant abstracts to be filed with the SEC apropos the proposed transaction if and back they become available. Investors should apprehend the collective proxy statement/prospectus anxiously and in its absoluteness back it becomes accessible afore authoritative any voting or advance decisions. You may access chargeless copies of these abstracts at the SEC’s website at www.sec.gov.
Investor Relations: Justin Sebastiano Vice President, Finance & Treasurer [email protected] 610-401-2029
General Media Inquiries:Eric SchippersSVP, Public [email protected]
PinnacleGeneral Media Inquiries: Troy A. Stremming EVP Government Relations & Public Affairs [email protected] 816-414-7106
Investor Relations:Vincent ZahnVice President & [email protected] 702-541-7777
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