Penn National
Recalculates Notes
Penn National Gaming, Inc.
announced today the recalculated pricing terms of
the previously announced cash tender offers commenced
by its wholly owned subsidiary Thoroughbred Acquisition
Corp. ("TAC") for any and all of the $200
million aggregate outstanding principal amount of
Argosy Gaming Company's ("Argosy") 9%
senior subordinated notes due 2011 (CUSIP No. 040228-AJ-7)
(the "9% Argosy notes") and any and all
of the $350 million aggregate outstanding principal
amount of Argosy's 7% senior subordinated notes
due 2014 (CUSIP No. 040228-AL-2) (the "7% Argosy
notes").
The Total Consideration for each $1,000 principal
amount of 9% Argosy notes validly tendered and not
withdrawn prior to 5:00 p.m. New York City time,
on August 3, 2005 (the "Consent Date")
is $1,087.57 and for 7% Argosy notes validly tendered
and not withdrawn prior to 5:00 p.m. New York City
time, on the Consent Date is $1,113.32, each of
which includes a consent payment of $10.00. The
Total Consideration for the notes were determined
by reference to a fixed spread of 50 basis points
over the yield, based on the bid price, on the 2.375%
U.S. Treasury Notes due August 31, 2006 for the
9% Argosy notes and the 3.25% U.S. Treasury Notes
due January 15, 2009 for the 7% Argosy notes, each
of which was calculated at 2:00 p.m., New York City
time, on September 1, 2005. The reference yield
and the tender offer yield for the 9% Argosy notes
are 3.734% and 4.234%, respectively. The reference
yield and the tender offer yield for the 7% Argosy
notes are 3.798% and 4.298%, respectively.
Holders tendering their notes after the Consent
Date, but on or prior to 12:00 midnight, on September
15, 2005 (the "Expiration Date") will
receive the tender offer consideration of $1,077.57
per $1,000 principal amount of 9% Argosy notes tendered
and $1,103.32 per $1,000 principal amount of 7%
Argosy notes tendered, but will not receive the
consent payment.
The offers remain open and are each scheduled to
expire at 12:00 midnight, New York City time, on
September 15, 2005, unless extended or earlier terminated.
If the Expiration Date of the offers is extended
by more than three business days then the Total
Consideration and the Tender Offer Consideration
will be recalculated as of the tenth business day
prior to such Expiration Date. The tender offers
and the consent solicitations are being conducted
in connection with Penn's pending acquisition of
Argosy. The closing of the acquisition of Argosy
remains subject to certain conditions, including
the receipt of gaming approvals in Illinois. Penn
has no information at this time as to when the Illinois
Gaming Board will meet to vote on the proposed transaction.
Penn continues to expect that if the Illinois Gaming
Board's approval is secured that it will be able
to complete the transaction shortly thereafter.
The obligation to accept for payment and to pay
for notes and consents in each tender offer and
consent solicitation is subject to customary conditions,
including, among other things, the consummation
of Penn's acquisition of Argosy, or TAC being satisfied
in its sole discretion that such consummation will
occur substantially concurrently with the expiration
date of the tender offers, and TAC having received
the proceeds of the financing on terms satisfactory
to Penn, or being satisfied in its sole discretion
that such financing and such proceeds will be received
substantially concurrently with the expiration date
of the tender offers.
Deutsche Bank Securities Inc. is serving as the
Dealer Manager and Solicitation Agent, and Mackenzie
Partners, Inc. is serving as the Information Agent,
in connection with the tender offers and solicitation
of consents. Requests for documents should be directed
to MacKenzie Partners, Inc., toll-free at (800)
322-2885. Questions regarding the tender offers
and consent solicitations should be directed to
Deutsche Bank Securities Inc., toll-free at (800)
553-2826.
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