Item 1.01. Entry into a Material Definitive Agreement.
On
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01. Other Events.
On
On
The Offering was registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement on
Form S-3 (Registration No. 333-238149) (the "Registration Statement"), filed
with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, dated as ofSeptember 24, 2020 , by and among the Company,Goldman Sachs & Co. LLC ,BofA Securities, Inc. andJ.P. Morgan Securities LLC , as representatives of the several Underwriters named on Schedule I thereto.* 5.1 Opinion ofBallard Spahr LLP . 23.1 Consent ofBallard Spahr LLP (contained in Exhibit 5.1 hereto). 99.1 Press Release ofPenn National Gaming, Inc. datedSeptember 29, 2020 . (furnished under Item 7.01). 99.2 Investor Presentation ofPenn National Gaming, Inc. datedSeptember 24, 2020 (furnished under Item 7.01). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Annexes, schedules and/or exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. Penn National agrees to furnish supplementally a
copy of any omitted attachment to the
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