Penn National Gaming Secures Initial Approval from the Pennsylvania Gaming Control Board for Planned Separation of Gaming

  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
penn@jcir.com
 
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