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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2026
PENN ENTERTAINMENT, INC.
(Exact name of registrant
as specified in its charter)
| Pennsylvania |
|
0-24206 |
|
23-2234473 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
(Address of principal
executive offices including Zip Code)
610-373-2400
Registrant’s
telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of each exchange
on which registered |
| Common Stock, $0.01 par value per share |
|
PENN |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 16, 2026, PENN Entertainment, Inc. (the “Company”)
closed a private offering (the “Offering”) of $600 million aggregate principal amount of 6.750% senior notes due 2031 (the
“Notes”). The Notes were issued at par. The Company intends to use the proceeds of the Offering to repay certain amounts outstanding
under the Company’s revolving credit facility provided for under the Second Amended and Restated Credit Agreement, dated as of May
3, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among
the Company, the guarantors, the lenders and other parties party thereto from time to time, and Bank of America, N.A., as administrative
agent and as collateral agent, and for general corporate purposes.
The Notes were issued pursuant to an indenture, dated as of March 16,
2026 (the “Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”).
The Notes bear interest at a rate of 6.750% per annum, payable semi-annually in arrears on each April 1 and October 1 of each year, commencing
on October 1, 2026. The Notes will mature on April 1, 2031.
At any time prior to April 1, 2028, the Company may redeem the Notes
for cash at its option, in whole or in part, at any time or from time to time, at a redemption price equal to the principal amount thereof
plus a “make-whole premium”, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On and
after April 1, 2028, the Company may redeem the Notes for cash at its option, in whole or in part, at any time or from time to time, at
the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, on the notes redeemed, to, but not including,
the applicable redemption date. In addition, at any time prior to April 1, 2028, the Company may redeem the Notes for cash at its option,
in whole or in part, at any time or from time to time, at a redemption price of 106.750% of the principal amount, plus accrued and unpaid
interest, if any, to, but not including, the redemption date, with an amount of cash equal to the net cash proceeds of one or more Equity
Offerings (as defined in the Indenture) so long as (i) at least 60% of the aggregate principal amount of notes originally issued under
the Indenture remains outstanding after the occurrence of such redemption and (ii) such redemption occurs within 180 days after the date
of such Equity Offering. If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of Notes will have
the right to require the Company to repurchase all or any part of that holder’s Notes pursuant to an offer by the Company on the
terms set forth in the Indenture at a purchase price equal to 101% of the aggregate principal amount of notes repurchased plus accrued
and unpaid interest, if any, on the notes repurchased, to, but not including, the date of purchase. The Notes also will be subject to
mandatory redemption requirements imposed by gaming laws and regulations.
The Notes are the Company’s unsubordinated, unsecured obligations
and are equal in right of payment with all unsubordinated indebtedness of the Company, without giving effect to collateral arrangements,
and senior in right of payment to all subordinated indebtedness of the Company. The Notes are effectively subordinated in right of payment
to all secured indebtedness of the Company, including indebtedness under the Credit Agreement, to the extent of the value of the assets
securing such indebtedness. The Notes are not guaranteed by any of the Company’s subsidiaries and are structurally subordinated
to all liabilities of any subsidiaries of the Company.
The Indenture contains covenants limiting the Company’s and its
restricted subsidiaries’ ability to: incur additional debt and issue certain preferred stock; pay dividends or distributions on
its capital stock or repurchase its capital stock or subordinated debt; make certain investments; create liens on its assets to secure
certain debt; enter into transactions with affiliates; merge or consolidate with another company; transfer and sell assets; designate
its subsidiaries as unrestricted subsidiaries; and make certain amendments to certain of the Company’s master leases. These covenants
are subject to a number of important and significant limitations, qualifications and exceptions. In addition, certain covenants will cease
to apply to the Notes at such time as the Notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard
& Poor’s Rating Services.
The Indenture contains certain customary events of default (subject
in certain cases to customary grace and cure periods).
The foregoing description is not complete and is qualified in its entirety
by the Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
|
Description of Exhibit |
| 4.1 |
|
Indenture, dated as of March 16, 2026, between PENN Entertainment, Inc. and Computershare Trust Company, National Association as Trustee. |
| 4.2 |
|
Form of Note for 6.750% Senior Notes due 2031 (included in Exhibit 4.1 above). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 16, 2026
| |
PENN ENTERTAINMENT, INC. |
| |
|
|
| |
By: |
/s/ Christopher Rogers |
| |
|
Christopher Rogers |
| |
|
Executive Vice President, Chief Strategy and Legal Officer and Secretary |
