Penn National Gaming Secures Initial Approval from the Pennsylvania Gaming Control Board for Planned Separation of Gaming Operating Assets from Real Property Assets Business Wire WYOMISSING, Pa. -- April 24, 2013 Penn National Gaming, Inc. (PENN: Nasdaq) (the “Company”) today announced that its subsidiary, Mountainview Thoroughbred Racing Association, received initial approval from the Pennsylvania Gaming Control Board (“PGCB”) for a corporate restructuring related to the planned separation of Penn National’s gaming operating assets and real property assets. Mountainview Thoroughbred Racing Association does business as Hollywood Casino at Penn National Race Course. As part of this initial approval, the PGCB has indicated that it has approved the concept of the corporate restructuring subject to the receipt and review of the usual and customary financing documents, receipt of certain applications for the appropriate entities, officers and directors and other information. On November 15, 2012, Penn National Gaming announced that it intended to pursue a plan to separate its gaming operating assets and real property assets into two publicly traded companies including an operating entity, Penn National Gaming, and “PropCo”, a newly formed, publicly traded real estate investment trust (“REIT”) and that it received a private letter ruling from the Internal Revenue Service related to the treatment of the separation and the qualification of PropCo as a REIT, which is subject to certain qualifications and based on certain representations and statements made by Penn National Gaming, Inc. The completion of the proposed transaction is contingent on receipt of approvals from gaming regulators in certain states where Penn National has operations as well as other conditions. Based on Penn National Gaming’s current real estate portfolio, PropCo is expected to initially own and lease back to the operating company the real estate for 17 casino facilities, which have a total of over 3,200 acres of land, 6.9 million square feet of building space and 20,000 structured parking spaces, as well as two new facilities to be constructed in Ohio. PropCo is also expected to own and operate two gaming facilities in Baton Rouge, Louisiana and Perryville, Maryland. About Penn National Gaming Penn National Gaming owns, operates or has ownership interests in gaming and racing facilities with a focus on slot machine entertainment. The Company presently operates twenty-nine facilities in nineteen jurisdictions, including Colorado, Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. In aggregate, Penn National's operated facilities currently feature approximately 34,800 gaming machines, approximately 850 table games, 2,900 hotel rooms and approximately 1.6 million square feet of gaming floor space. Forward-looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may vary materially from expectations. Although Penn National Gaming, Inc. and its subsidiaries (collectively, the “Company” or “PENN”) believe that our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from our expectations. Meaningful factors that could cause actual results to differ from expectations include, but are not limited to, risks related to the following: the proposed separation of PropCo from PENN, including our ability to timely receive all necessary consents and approvals, the anticipated timing of the proposed separation, the expected tax treatment of the proposed transaction, the ability of each of the post spin Company and PropCo to conduct and expand their respective businesses following the proposed spin-off, and the diversion of management’s attention from traditional business concerns; our ability to raise the capital necessary to finance the spin-off, including the redemption of our existing debt and preferred stock obligations, the anticipated cash portion of our special E&P dividend and transaction costs; our ability to obtain timely regulatory approvals required to own, develop and/or operate our facilities, or other delays or impediments to completing our planned acquisitions or projects, including favorable resolution of any related litigation, including the appeal by the Ohio Roundtable addressing the legality of video lottery terminals in Ohio; our ability to secure state and local permits and approvals (including from the Ohio State Racing Commission) necessary for construction; construction factors, including delays, unexpected remediation costs, local opposition and increased cost of labor and materials; our ability to reach agreements with the thoroughbred and harness horseman in Ohio in connection with the proposed relocations and to otherwise maintain agreements with our horseman, pari-mutuel clerks and other organized labor groups; the impact of terrorism and other international hostilities; and other factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. The Company does not intend to update publicly any forward-looking statements except as required by law. Contact: Penn National Gaming, Inc. William J. Clifford, 610-373-2400 Chief Financial Officer or JCIR Joseph N. Jaffoni/Richard Land, 212-835-8500 firstname.lastname@example.org
Penn National Gaming Secures Initial Approval from the Pennsylvania Gaming Control Board for Planned Separation of Gaming
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