Penn National Tender Offers, Consent Solicitations for Argosy Notes

21 Jul 2005

WYOMISSING, Pennsylvania -- (PRESS RELEASE) -- Penn National Gaming, Inc. (PENN: Nasdaq) ("Penn") announced today that its wholly owned subsidiary Thoroughbred Acquisition Corp. ("TAC") is commencing cash tender offers 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"). In conjunction with the tender offers, noteholder consents are being solicited to effect certain amendments and waivers to the indentures governing these notes. 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, Louisiana and Missouri and the approval of the Federal Trade Commission. Based on currently available information regarding these regulatory approvals, Penn expects the acquisition of Argosy to close August 2005.

Each tender offer is scheduled to expire at 12:00 midnight, New York City time, on August 17, 2005, unless extended or earlier terminated by TAC with respect to that issue of notes (the "Expiration Date"), including any extension required because the conditions to the closing of the acquisition of Argosy have not be satisfied as of that date. Each consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on August 3, 2005, unless extended or earlier terminated by TAC with respect to that issue (the "Consent Date").

Subject to the terms and conditions of the tender offers and consent solicitations, the Company will pay the "Total Consideration" to the holders who properly tender their notes and deliver their consents to the proposed amendments at or prior to the Consent Date. The "Total Consideration" is comprised of the (1) Tender Offer Consideration (as defined below) and (2) the Consent Payment (as defined below). The Tender Offer Consideration for each $1,000 principal amount of notes shall be the price equal to: (i) the sum of (a) the present value on the assumed payment date of $1,000 principal amount of notes, assuming each $1,000 principal amount of the notes would be repaid at $1,045 for the 9% Argosy notes and $1,035 for the 7% Argosy notes on the earliest redemption date of the Notes (the "Earliest Redemption Date"), plus (b) the present value of the interest that would be payable on, or accrue from, the most recent interest payment date on $1,000 principal amount of notes until the Earliest Redemption Date, in each case, determined on the basis of a yield (the "Tender Offer Yield") to the Earliest Redemption Date equal to the sum of (x) the bid-side yield on the 2.375% U.S. Treasury Notes due August 31, 2006 for the 9% Argosy notes and the 3.25% U.S. Treasury Note due January 15, 2009 for the 7% Argosy notes, as of 2:00 p.m., New York City time, on August 3, 2005, unless extended, plus (y) 50 basis points (such price being rounded to the nearest cent), minus (c) accrued and unpaid interest from the last payment date to, but not including, the assumed Payment Date, minus (ii) $10 for each $1,000 principal amount of Notes (the "Consent Payment").

Holders who tender notes after the Consent Date will not be eligible to receive the Consent Payment. Holders may not withdraw tendered notes after the Consent Date except in certain limited circumstances. Holders who validly tender and do not validly withdraw notes, if such notes are accepted for payment, will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the payment date, payable on the payment date.

Holders who validly tender their notes will be deemed to have validly delivered their consents by such tender. Holders may not deliver consents without also tendering notes. A holder may not revoke a consent without withdrawing the previously tendered notes to which such consent relates, and any withdrawal of previously tendered notes will revoke the related consents. If the proposed amendments and waivers become operative with respect to an issue of notes, then all notes of that issue will be subject to the proposed amendments and waivers.

TAC intends to finance the tender offers and consent solicitations with a portion of the proceeds from the up to approximately $2.725 billion of senior secured credit facilities that Penn plans to enter into concurrently with the closing of its acquisition of Argosy.

The obligations to accept for payment and to pay for notes and consents in each tender offer and consent solicitation are subject to customary conditions, including, among other things, the following:

- 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; and

- receipt of consents and tenders from holders of a majority in aggregate principal amount of the outstanding notes.

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.

None of Penn, TAC, Argosy, the Dealer Manager and Solicitation Agent or the Information Agent, nor any of their respective subsidiaries or affiliates, makes any recommendation in connection with the tender offers and the consent solicitations. Holders must make their own decisions as to whether to deliver consents and to tender notes, and, if so, the principal amount of notes to tender.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offers and consent solicitations are being made solely by the Offers to Purchase and Consent Solicitation Statements, each dated July 21, 2005.

Language: Any Language Location: Currency: > edit my preferences Home Online Slots Live Dealer Games Online Casinos Online Poker Online Bingo Games Lotteries Sports & Racebooks Fantasy Sports Forex Betting Exchanges Spread Betting Binary Options Exclusive Bonuses Weekly Newsletter Online Gaming News Payment Methods Gaming Software Gaming Site Owners Gaming Jurisdictions		Bonuses! New games! Gossip! And all the player news you can handle. Sign up NOW! View the current issue
	Penn National Tender Offers, Consent Solicitations for Argosy Notes 21 Jul 2005 WYOMISSING, Pennsylvania -- (PRESS RELEASE) -- Penn National Gaming, Inc. (PENN: Nasdaq) ("Penn") announced today that its wholly owned subsidiary Thoroughbred Acquisition Corp. ("TAC") is commencing cash tender offers 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"). In conjunction with the tender offers, noteholder consents are being solicited to effect certain amendments and waivers to the indentures governing these notes. 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, Louisiana and Missouri and the approval of the Federal Trade Commission. Based on currently available information regarding these regulatory approvals, Penn expects the acquisition of Argosy to close August 2005. Each tender offer is scheduled to expire at 12:00 midnight, New York City time, on August 17, 2005, unless extended or earlier terminated by TAC with respect to that issue of notes (the "Expiration Date"), including any extension required because the conditions to the closing of the acquisition of Argosy have not be satisfied as of that date. Each consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on August 3, 2005, unless extended or earlier terminated by TAC with respect to that issue (the "Consent Date"). Subject to the terms and conditions of the tender offers and consent solicitations, the Company will pay the "Total Consideration" to the holders who properly tender their notes and deliver their consents to the proposed amendments at or prior to the Consent Date. The "Total Consideration" is comprised of the (1) Tender Offer Consideration (as defined below) and (2) the Consent Payment (as defined below). The Tender Offer Consideration for each $1,000 principal amount of notes shall be the price equal to: (i) the sum of (a) the present value on the assumed payment date of $1,000 principal amount of notes, assuming each $1,000 principal amount of the notes would be repaid at $1,045 for the 9% Argosy notes and $1,035 for the 7% Argosy notes on the earliest redemption date of the Notes (the "Earliest Redemption Date"), plus (b) the present value of the interest that would be payable on, or accrue from, the most recent interest payment date on $1,000 principal amount of notes until the Earliest Redemption Date, in each case, determined on the basis of a yield (the "Tender Offer Yield") to the Earliest Redemption Date equal to the sum of (x) the bid-side yield on the 2.375% U.S. Treasury Notes due August 31, 2006 for the 9% Argosy notes and the 3.25% U.S. Treasury Note due January 15, 2009 for the 7% Argosy notes, as of 2:00 p.m., New York City time, on August 3, 2005, unless extended, plus (y) 50 basis points (such price being rounded to the nearest cent), minus (c) accrued and unpaid interest from the last payment date to, but not including, the assumed Payment Date, minus (ii) $10 for each $1,000 principal amount of Notes (the "Consent Payment"). Holders who tender notes after the Consent Date will not be eligible to receive the Consent Payment. Holders may not withdraw tendered notes after the Consent Date except in certain limited circumstances. Holders who validly tender and do not validly withdraw notes, if such notes are accepted for payment, will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the payment date, payable on the payment date. Holders who validly tender their notes will be deemed to have validly delivered their consents by such tender. Holders may not deliver consents without also tendering notes. A holder may not revoke a consent without withdrawing the previously tendered notes to which such consent relates, and any withdrawal of previously tendered notes will revoke the related consents. If the proposed amendments and waivers become operative with respect to an issue of notes, then all notes of that issue will be subject to the proposed amendments and waivers. TAC intends to finance the tender offers and consent solicitations with a portion of the proceeds from the up to approximately $2.725 billion of senior secured credit facilities that Penn plans to enter into concurrently with the closing of its acquisition of Argosy. The obligations to accept for payment and to pay for notes and consents in each tender offer and consent solicitation are subject to customary conditions, including, among other things, the following: - 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; and - receipt of consents and tenders from holders of a majority in aggregate principal amount of the outstanding notes. 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. None of Penn, TAC, Argosy, the Dealer Manager and Solicitation Agent or the Information Agent, nor any of their respective subsidiaries or affiliates, makes any recommendation in connection with the tender offers and the consent solicitations. Holders must make their own decisions as to whether to deliver consents and to tender notes, and, if so, the principal amount of notes to tender. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offers and consent solicitations are being made solely by the Offers to Purchase and Consent Solicitation Statements, each dated July 21, 2005.