SECURITIES AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May
PENN NATIONAL GAMING, INC.
Commission file number 0-24206
Incorporated Pursuant to the Laws of the Commonwealth
IRS Employer Identification No. 23-2234473
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
1.01. Entry into a Material Definitive Agreement.
May 7, 2012, Penn National Gaming, Inc. (“Penn”) entered into that
certain Equity Interest Purchase Agreement (the “Purchase Agreement”) with
Caesars Entertainment Operating Company, Inc. (“CEOC”), Harrah’s
Maryland Heights Operating Company (“HMHO”), Players Maryland Heights
Nevada, LLC (together with CEOC and HMHO, the “Selling Subsidiaries”),
Caesars Entertainment Corporation (“CEC”), and Harrah’s Maryland
Heights, LLC, owner of the Harrah’s St. Louis casino (“HMH”). Each of
the Selling Subsidiaries and HMH are wholly-owned subsidiaries of CEC.
the terms and subject to the conditions set forth in the Purchase Agreement,
Penn will purchase from the Selling Subsidiaries all of the equity interests of
HMH for a purchase price of $610.0 million, subject to adjustments at closing
based on the amount of working capital and certain other operational balances.
The transaction will be funded through an add-on to Penn’s existing Senior
Secured Credit Facility. The transaction is subject to customary closing
conditions, including the receipt of regulatory approvals and expiration or
termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. The Purchase Agreement may be terminated
under certain circumstances, including by either party if the consummation of
the transaction has not occurred by the outside date, November 7, 2012 (subject
to extension by three two-month extensions, for a total extension of six
months, at the election of Penn or CEC). The transaction is expected to close
in the second half of 2012.
time of the execution of the Purchase Agreement, Penn deposited $9.15 million (the
“Deposit”) into an escrow account, which amount shall be released to the
Selling Subsidiaries at the closing and credited toward the purchase price.
Penn is required to increase the Deposit by $9.15 million for each two-month
extension of the outside date, unless Penn has taken certain actions to cause a
delay in the transaction, in which case Penn may be required to increase the
Deposit by $23.363 million for each two-month extension. The Deposit is
non-refundable under certain circumstances, including termination of the
Purchase Agreement for failure of the parties to consummate the sale by the
outside date, as extended. Further, if the transaction fails to occur because
Penn has taken certain actions that have resulted in the failure to obtain necessary
regulatory approvals, then under certain circumstances Penn may be required to
make a make-whole payment to the Selling Subsidiaries if the price for which
HMH or its assets are subsequently sold, plus the amount of the Deposit
previously forfeited to the Selling Subsidiaries, is less than the purchase
price under the Purchase Agreement.
Purchase Agreement contains customary representations, warranties, covenants
and indemnifications by Penn, CEC, HMH and the Selling Subsidiaries.
7, 2012, Penn issued a press release announcing the execution of the Purchase
Agreement. A copy of this press release is included as Exhibit 99.1 to this
9.01 Financial Statements and Exhibits.
99.1 Press Release, dated May 7, 2012,
Announcing Execution of Purchase Agreement.
* * *
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 thereunto duly authorized.
Dated: May 9, 2012 PENN NATIONAL GAMING, INC.
By: /s/ Robert Ippolito
Name: Robert Ippolito
Title: Vice President, Secretary and Treasurer