Market Overview

Penn National Gaming Completes Acquisition of Pinnacle Entertainment


Accretive Transaction Creates North America's Largest and Most
Diversified Regional Gaming Operator

Penn National Gaming, Inc. (PENN: Nasdaq) ("Penn National" or the
"Company") announced today that it completed its previously announced
acquisition of Pinnacle Entertainment, Inc. (PNK: Nasdaq) ("Pinnacle")
as well as the related divestitures to Boyd Gaming Corporation (BYD:
NYSE) ("Boyd") and the real estate transactions with Gaming and Leisure
Properties, Inc. (GLPI: Nasdaq) ("GLPI").

The transaction further enhances Penn National's position as North
America's leading regional gaming operator, with 40 facilities in 18
jurisdictions, including Colorado, Florida, Illinois, Indiana, Iowa,
Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Nevada,
New Jersey, New Mexico, Ohio, Pennsylvania, Texas, and West Virginia. In
aggregate, Penn National will now operate more than 49,000 gaming
machines, 1,200 table games and nearly 9,000 hotel rooms, and employ
more than 30,000 team members. The acquisition is expected to be
accretive to Penn National's free cash flow per share in the first year
after closing with approximately $100 million in expected annual
run-rate cost synergies and excluding one-time transaction costs.

Timothy J. Wilmott, Chief Executive Officer of Penn National, commented,
"Our acquisition of Pinnacle Entertainment marks a significant milestone
in Penn National's 24-year history of growth as a public company, which
has been predicated on our unwavering commitment to deliver exceptional
entertainment to customers, support for the local communities where we
operate and enhancement of value for our shareholders.

"As the industry leader, Penn National is poised for continued growth
with a portfolio of premiere gaming facilities and more than five
million active customers in its player rewards database. With the
expected incremental free cash flow to be generated from our expanded
base of operations, we believe we are well positioned to reduce
leverage, evaluate additional accretive strategic growth investments and
opportunistically return capital to shareholders.

"We are pleased to welcome Pinnacle's team members to Penn National. Our
operating teams consistently deliver best-in-market gaming,
entertainment and dining experiences for our customers. We expect to
realize approximately $100 million in cost-related synergies and expect
to generate further revenue synergies through efforts such as monetizing
our database; cross marketing our properties; sports wagering; and
further leveraging our social gaming platform."

Penn National acquired all of the
outstanding shares of Pinnacle through a public company merger for
consideration of $20.00 in cash and 0.42 shares of Penn National common
stock for each Pinnacle share. In connection with the transaction, Boyd
Gaming purchased Pinnacle's gaming operations at Ameristar Kansas City
and Ameristar St. Charles in Missouri; Belterra Casino Resort in
Indiana; and Belterra Park in Ohio, for approximately $563.5 million in
cash, subject to certain customary closing adjustments.

In addition, GLPI, a landlord for Penn National and Pinnacle under
respective master lease agreements, agreed to amend the terms of the
Pinnacle master lease to permit the divestiture of the three Pinnacle
properties included in the lease. In connection with the principal
transaction, other notable agreements resulted in:

  • The sale and leaseback of the real estate associated with Penn
    National's Plainridge Park Casino in Massachusetts for $250 million,
    which was added to the Pinnacle master lease assumed by Penn National.
  • The sale of the real estate associated with Pinnacle's Belterra Park
    to an affiliate of Boyd for approximately $57.7 million through
    funding provided by GLPI to Boyd.
  • An amendment to the terms of the Pinnacle master lease to reflect (i)
    additional annual fixed rent of $25 million in respect of the
    Plainridge sale leaseback described above and (ii) a $13.9 million
    increase in annual rent, which will approximate a rent coverage ratio
    of 1.8x prior to any anticipated synergies (after adjusting for the
    divestiture of the facilities acquired by Boyd and the Plainridge
  • GLPI and Boyd entered into a master lease agreement for the three
    divested facilities that were previously part of the Pinnacle master
    lease, pursuant to which Boyd leases the divested real property from

Concurrent with the closing of the transaction, Penn National entered
into an incremental joinder to its existing credit agreement that
provides for a $430.2 million senior secured term loan A facility and a
$1.1 billion senior secured term loan B facility. The proceeds of these
new credit facilities were used to pay the merger consideration, repay
certain existing indebtedness of Penn and Pinnacle and to pay related
fees and expenses.

Goldman, Sachs & Co. LLC acted as financial advisor with assistance from
Merrill Lynch Pierce Fenner & Smith Incorporated and Wachtell, Lipton,
Rosen & Katz acted as legal advisor to Penn National in connection with
the transaction. J.P. Morgan acted as financial advisor and Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal advisor to Pinnacle in
connection with the transaction.

About Penn National Gaming
Penn National Gaming owns,
operates or has ownership interests in gaming and racing facilities and
video gaming terminal operations with a focus on slot machine
entertainment. Reflecting the recent completion of the Pinnacle
Entertainment transaction the Company now operates 40 facilities in 18
jurisdictions. In total, Penn National facilities feature approximately
49,000 gaming machines, 1,200 table games and approximately 9,000 hotel
rooms. The Company also offers social online gaming through its Penn
Interactive Ventures division and has leading customer loyalty programs
with over five million active customers.

Forward-Looking Statements
This communication may contain
certain forward-looking statements, including certain plans,
expectations, goals, projections, and statements about the benefits of
the transaction, Penn's plans, objectives, expectations and intentions,
and other statements that are not historical facts. Such statements are
subject to numerous assumptions, risks, and uncertainties. Statements
that do not describe historical or current facts, including statements
about beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by words such as "expect,"
"anticipate," "believe," "intend," "estimate," "plan," "target," "goal,"
or similar expressions, or future or conditional verbs such as "will,"
"may," "might," "should," "would," "could," or similar variations. The
forward-looking statements are intended to be subject to the safe harbor
provided by Section 27A of the Securities Act of 1933, Section 21E of
the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or
risk factors is complete, below are certain factors which could cause
actual results to differ materially from those contained or implied in
the forward-looking statements including: risks related to the
integration of the businesses and assets acquired; potential adverse
reactions or changes to business or employee relationships, including
those resulting from the completion of the transaction; the possibility
that the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or issues
arising from, the integration of the two companies; risks associated
with increased leverage from the transaction; and other factors
discussed in the sections entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Penn's and Pinnacle's respective most recent Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K as filed with the SEC. Other unknown or unpredictable
factors may also cause actual results to differ materially from those
projected by the forward-looking statements. Most of these factors are
difficult to anticipate and are generally beyond the control of Penn.
Penn undertakes no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence
of unanticipated events unless required to do so by law.

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