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June 19, 2007

Penn National Gaming, Inc. announces $8.9 billion agreement to be acquired by certain funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners LP, both advised by Willkie.

On June 15, Penn National Gaming, Inc. announced it has entered into an $8.9 billion agreement to be acquired by certain funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners LP, both advised by Willkie.   The all-cash transaction includes the planned repayment of approximately $2.8 billion of Penn National's outstanding debt.  Under the terms of the agreement, Penn National shareholders will receive $67.00 in cash for each outstanding Penn National share.   Penn National, the third largest casino to go private in the past six months, owns 18 gaming and horse racing tracks in 14 different jurisdictions.   With close to  808,000 square feet of gaming floor space, Penn National has about 23,000 slot machines, more than 400 table games and about 1,731 hotel rooms.  Fortress is a leading global alternative asset manager with approximately $36 billion in assets under management, and Centerbridge is a $3.2 billion multi strategy private investment fund.  Willkie also recently advised Colony Capital LLC in Fertitta Colony Partners LLC’s pending $8.8 billion acquisition of Station Casinos, Inc.

The current transaction was handled by partners Thomas Cerabino, Adam Turteltaub, William Hiller, Richard Reinhold and David Rubinsky; and associates Sandrine Asseraf, Michael Caplan, Amanda Granacher, Matthew Guercio, Thomas Henry, Curtis Hogan, Jordan Messinger, Steven Rosenzweig and Danielle Scalzo.