Penn National Gaming Announces Proposed Private Offering of $300 Million of Senior Notes

  Penn National Gaming Announces Proposed Private Offering of $300 Million of
  Senior Notes

Business Wire

WYOMISSING, Pa. -- October 11, 2013

Penn National Gaming, Inc. (Nasdaq:PENN) (“Penn”) today announced that it
plans to offer, subject to market and other conditions, $300 million aggregate
principal amount of senior notes.

Penn intends to use proceeds of the proposed offering, together with proceeds
of certain other financings and cash on hand, to repay its existing senior
secured credit facilities, to fund the repurchase and/or redemption of any and
all of its 8.75% Senior Subordinated Notes due 2019, to pay related fees and
expenses and for working capital purposes.

The offering will be made only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, as amended, and to persons
outside the United States pursuant to Regulation S. The notes have not been
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

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-eight facilities in eighteen jurisdictions,
including 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 31,000 gaming machines,
800 table games, 2,900 hotel rooms and approximately 8.8 million total
property square feet.

Forward-looking Statements

This press release and the information incorporated by reference herein
include “forward looking statements,” including statements about the proposed
offering and other transactions, within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include statements related to the proposed offering,
the anticipated use of proceeds and related transactions. These statements can
be identified by the use of forward looking terminology such as “expects,”
“believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should” or
“anticipates” or the negative or other variation of these or similar words, or
by discussions of future events, strategies or risks and uncertainties. Such
forward looking statements are inherently subject to risks, uncertainties and
assumptions about Penn and its subsidiaries, and accordingly, any forward
looking statements are qualified in their entirety by reference to the factors
described 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 Securities and Exchange Commission (the
“SEC”). Important factors that could cause actual results to differ materially
from the forward looking statements include, without limitation, risks related
to the following: the proposed transactions, including the proposed spin-off
from Penn of Gaming and Leisure Properties, Inc. (“GLPI”), our ability to
raise the capital necessary to finance the spin-off and related transactions,
our ability to consummate the proposed transactions on the timeline and at the
costs expected and to achieve the expected benefits thereof, Penn’s ability to
successfully conduct and expand Penn’s business and GLPI’s ability to
successfully conduct its business following the consummation of the proposed
transactions and the diversion of management’s attention from Penn’s business;
Penn’s ability to obtain timely regulatory approvals required to operate and
manage Penn’s facilities, or other delays or impediments to implementing
Penn’s business plan, including favorable resolution of any related
litigation; Penn’s ability to secure state and local permits and approvals
necessary for construction; construction factors, including delays, unexpected
remediation costs, local opposition and increased cost of labor and materials;
Penn’s ability to reach agreements with the thoroughbred and harness horseman
in Ohio in connection with the proposed relocations and to otherwise maintain
agreements with Penn’s horseman, pari-mutuel clerks and other organized labor
groups; the passage of state, federal or local legislation (including
referenda) that would expand, restrict, further tax, prevent or negatively
impact operations in or adjacent to the jurisdictions in which Penn do or seek
to do business (such as a smoking ban at any of Penn’s facilities); the
effects of local and national economic, credit, capital market, housing, and
energy conditions on the economy in general and on the gaming and lodging
industries in particular; the activities of Penn’s competitors and the rapid
emergence of new competitors (traditional, internet and sweepstakes based);
increases in the effective rate of taxation at any of Penn’s properties or at
the corporate level; Penn’s ability to identify attractive acquisition and
development opportunities and to agree to terms with partners for such
transactions; financial, operational, regulatory or other potential challenges
of the subsidiary of GLPI from whom Penn will lease substantially all of the
properties on which Penn conducted gaming operations after the spin-off; the
fact that Penn will lease a significant number of its properties and
significant portions of Penn’s cash flows will be required to be paid as rent
after the spin-off; any unscheduled disruptions in Penn’s technology services
or interruption in the supply of electrical power; the costs and risks
involved in the pursuit of such opportunities and Penn’s ability to complete
the acquisition or development of, and achieve the expected returns from, such
opportunities; Penn’s expectations for the continued availability and cost of
capital; the outcome of pending legal proceedings; changes in accounting
standards; Penn’s dependence on key personnel; the impact of terrorism and
other international hostilities; the impact of weather; and other factors
discussed in Penn’s filings with the SEC. All subsequent written and oral
forward looking statements attributable to Penn or persons acting on Penn’s
behalf are expressly qualified in their entirety by the cautionary statements
included in this press release. Penn undertakes no obligation to publicly
update or revise any forward looking statements contained or incorporated by
reference herein, whether as a result of new information, future events or
otherwise, except as required by law. In light of these risks, uncertainties
and assumptions, the forward looking events discussed in this press release
may not occur.


Penn National Gaming, Inc.
William J. Clifford, 610-373-2400
Chief Financial Officer
Joseph N. Jaffoni, Richard Land
212-835-8500 or
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