PENN 8-K
PENN Entertainment, Inc. (PENN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
Note Repurchase Transactions
On June 13, 2025 (the “Repurchase Date”), PENN Entertainment, Inc. (the “Company”) entered into separate and privately negotiated agreements with certain holders of the Company’s outstanding 2.75% Convertible Senior Notes due 2026 (the “Convertible Senior Notes”) pursuant to which the Company agreed to repurchase for cash consideration approximately $223.8 million aggregate principal amount of the Convertible Senior Notes (such notes, the “Repurchased Notes”, and each such transaction, a “Note Repurchase Transaction”). The Note Repurchase Transactions are expected to close on June 20, 2025, following an averaging period beginning on June 16, 2025 that will determine the final repurchase price for such Note Repurchase Transactions, for a total purchase price of approximately $230.9 million (assuming the per share volume-weighted average price of the Company’s common stock during each day of the averaging period is $15.61, the closing price of the Company’s common stock on the Repurchase Date, and including accrued and unpaid interest on the Repurchased Notes), subject to customary closing conditions, in each case pursuant to separate and individually negotiated agreements with the applicable holders of the Repurchased Notes. Following the closing of the Note Repurchase Transactions, the Company will have approximately $106.7 million aggregate principal amount of Convertible Senior Notes outstanding.
HudsonWest LLC acted as exclusive financial advisor to the Company in connection with the Note Repurchase Transactions.
The information in this Item 7.01 of this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
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: | June 13, 2025 | PENN ENTERTAINMENT, INC. | |
| By: | /s/ Christopher Rogers | ||
| Christopher Rogers | |||
| Executive Vice President, Chief Strategy and Legal Officer and Secretary | |||