Penn National Gaming announces pricing of public offering of common stock

(PRESS RELEASE) -- Penn National Gaming, Inc. today announced that it has priced its underwritten public offering of 14,000,000 shares of its common stock, $0.01 par value per share, at a public offering price of $61.00 per share. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and other offering expenses, are expected to be approximately $854 million (or approximately $982.1 million if the underwriters in the Offering fully exercise their option to purchase additional shares of common stock as described below).

In addition, the Company has granted the underwriters a 30-day option to purchase up to 2,100,000 of additional shares of its common stock at the public offering price less the underwriting discount in the Offering.

The Company expects to use the net proceeds from the Offering for general corporate purposes, which may include, among other things, investments in long-term growth initiatives, its brick and mortar properties and its omni-channel strategy. Subject to the satisfaction of customary conditions, the Offering is expected to close on 29 September 2020.

Goldman Sachs & Co. LLC, BofA Securities and J.P. Morgan are acting as book-running managers and representatives of the underwriters, and Fifth Third Securities, Wells Fargo Securities and Truist Securities are acting as book-running managers. BTIG, Citizens Capital Markets, TD Securities, Macquarie Capital, Barclays, Morgan Stanley, Stifel, Union Gaming, Craig-Hallum Capital Group and Rosenblatt Securities are acting as co-managers. This offering is being conducted pursuant to the Company’s currently effective shelf registration statement, which was previously filed with the U.S. Securities and Exchange Commission. The Offering may be made only by means of a prospectus supplement and an accompanying base prospectus. The preliminary prospectus supplement and accompanying base prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com, from BofA Securities, NC1-004-03-43 200 North College Street, 3rd floor Charlotte, NC 28255-0001 Attn: Prospectus Department or by email at dg.prospectus_requests@bofa.com or from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any share of common stock or any other security and shall not constitute any offer, solicitation or sale in any jurisdiction in which such offer, solicitation, purchase or sale is unlawful. Before investing, please read the applicable prospectus supplement and accompanying base prospectus and other documents Penn National has filed with the SEC for more complete information about Penn National.