PENN ENTERTAINMENT, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01. Entry into a Material Definitive Agreement.

On October 9, 2022, PENN Entertainment, Inc. ("PENN" or the "Company"), enteredinto a binding term sheet (the "Term Sheet") with Gaming and Leisure Properties,Inc. ("GLPI"). The majority of the real estate assets (i.e., land and buildings)used in the Company's operations are subject to triple net leases withaffiliates of GLPI, including the triple net master lease which became effectiveNovember 1, 2013 pursuant to which an affiliate of PENN leases real estateassets associated with 19 of PENN's gaming facilities (the "PENN Master Lease").

Pursuant to the Term Sheet, PENN and GLPI have agreed, among other things, thatthey or their affiliates will:

amend the PENN Master Lease to (i) remove the land and buildings for HollywoodCasino Aurora in Aurora, IL (the "Aurora Property"), Hollywood Casino Joliet inJoliet, IL (the "Joliet Property"), Hollywood Casino Columbus in Columbus, OH(the "Columbus Property"), Hollywood Casino Toledo in Toledo, OH (the "ToledoProperty") and the M Resort Spa & Casino in Henderson, NV (the "M Resort") and(ii) make associated adjustments to the rent under the PENN Master Lease, afterwhich the initial Rent in the Penn Master Lease will be $284,132,000, consistingof $208,195,000 of Building Base Rent, $43,035,000 of Land Base Rent and$32,902,000 of Percentage Rent (as such terms are defined in the PENN MasterLease);

terminate the existing leases associated with Hollywood Casino at the Meadowsin Washington PA (the "Meadows Property") and Hollywood Casino Perryville inPerryville, MD (the "Perryville Property"); and

enter into a new master lease (the "New Lease"), effective January 1, 2023, forthe Aurora Property, the Joliet Property, the Columbus Property, the ToledoProperty, the M Resort, the Meadows Property and the Perryville Property, whichNew Lease will be cross-defaulted, cross-collateralized and coterminous with thePENN Master Lease, and subject to a similar parent guarantee.

The New Lease will include a base rent (the "Base Rent") equal to $232,170,000and additional rent (together with the Base Rent, the "Rent") equal to (i) 7.75%of any project funding received by PENN from GLPI for an anticipated relocationof PENN's riverboat casino and related developments with respect to the AuroraProperty (the "Aurora Project") and (ii) a percentage, based on then-currentmarket conditions, of any project funding received by PENN from GLPI for certainanticipated development projects with respect to the Joliet Property, theColumbus Property and the M Resort (the "Other Development Projects"). GLPI willfund up to $225 million for the Aurora Project, and GLPI has committed to fund,upon PENN's request, up to $350 million in the aggregate for the OtherDevelopment Projects, in accordance with certain terms and conditions set forthin the Term Sheet. The Rent will be subject to a one-time increase of$1,400,000, effective the fifth anniversary of the effective date. The Rent willbe further subject to a fixed escalator of 1.5% on November 1, 2023 and annuallythereafter. PENN may elect not to proceed with or to abandon any developmentproject, provided that GLPI will be reimbursed for any out-of-pocket costsassociated with an abandoned project. The Aurora Project and the OtherDevelopment projects are all subject to necessary regulatory and othergovernment approvals.

PENN and GLPI have agreed to use commercially reasonable efforts to enter intodefinitive documentation setting forth the terms and conditions regarding thetransactions contemplated by the Term Sheet in further detail as promptly aspracticable. The respective obligations of PENN and GLPI to enter into theagreements and transactions contemplated by the Term Sheet are subject to eachparty having obtained amendments from such party's credit agreement lenders asit reasonably and in good faith determines are appropriate under thecircumstances and any necessary governmental (including gaming) approvals. PENNand GLPI have agreed to use commercially reasonable efforts to obtain any suchamendment, as well as any necessary regulatory approvals, as promptly aspracticable.

The summary of the Term Sheet set forth above is qualified in its entirety byreference to the Term Sheet, a copy of which is attached hereto as Exhibit 10.1and is incorporated herein by reference.

Item 8.01. Other Events.

On October 10, 2022, the Company issued a press release announcing the executionof the Term Sheet. A copy of the press release is attached as Exhibit 99.1 tothis report and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

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Edgar Online, source Glimpses

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PENN ENTERTAINMENT, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K) - Marketscreener.com