10 unchanged sentences
In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework)
−Removed: On May 23, 2019, the Company acquired Greektown Casino-Hotel (“Greektown”).
−Removed: Since the Company has not yet fully incorporated the internal controls and procedures of Greektown into the Company’s internal control over financial reporting, management excluded Greektown from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 .
−Removed: This acquisition constituted approximately 6% of the Company’s total consolidated assets and approximately 4% of the Company’s consolidated revenues as of and for the year ended December 31, 2019 , respectively.
−Removed: Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2019 .
Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial Statements for the year ended December 31, 2020, issued an attestation report on the Company’s internal control over financial reporting which immediately follows this report.
7 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019 , of the Company and our report dated February 27, 2020 , expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Greektown Casino-Hotel which was acquired on May 23, 2019 and whose financial statements constitute approximately 6% of the Company’s total consolidated assets and approximately 4% of the Company’s total consolidated net revenues as of and for the year ended December 31, 2019 .
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Greektown Casino-Hotel.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 26, 2021, expressed an unqualified opinion on those financial statements.
Basis for Opinion
35 unchanged sentences
Consolidated Balance Sheets as of December 31, 2020 and 2019
−Removed: Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017
−Removed: Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
−Removed: Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2019, 2018 and 2017
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018
+Added: Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
7 unchanged sentences
EXHIBIT INDEX
−Removed: Description of Exhibit
+Added: Number Description of Exhibit
2.1†† Agreement and Plan of Merger by and among Pinnacle Entertainment, Inc., Penn National Gaming, Inc.
4 unchanged sentences
(SEC File No.
−Removed: Consent Agreement by and among Gaming and Leisure Properties, Inc., Gold Merger Sub, LLC, PA Meadows, LLC, WTA II, Inc., CCR Pennsylvania Racing, Inc., Penn National Gaming, Inc., PNK Development 33, LLC, Pinnacle Entertainment, Inc.
−Removed: and Pinnacle MLS, LLC, dated as of December 17, 2017 is hereby incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed on December 20, 2017.
−Removed: (SEC File No.
−Removed: Master Lease Commitment and Rent Allocation Agreement by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., Gaming and Leisure Properties, Inc.
−Removed: and Gold Merger Sub, LLC, dated as of December 17, 2017 is hereby incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on December 20, 2017.
−Removed: (SEC File No.
−Removed: Purchase Agreement by and between Plainville Gaming and Redevelopment, LLC, Penn National Gaming, Inc.
−Removed: and Gold Merger Sub, LLC, dated as of December 17, 2017 is hereby incorporated by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K filed on December 20, 2017.
−Removed: (SEC File No.
−Removed: Purchase Agreement by and between Penn National Gaming, Inc., Gold Merger Sub, LLC, and upon their execution and delivery of the joinder, PNK (Ohio), LLC and Pinnacle Entertainment, Inc., dated as of December 17, 2017 is hereby incorporated by reference to Exhibit 2.6 to the Company’s Current Report on Form 8-K filed on December 20, 2017.
−Removed: (SEC File No.
2.3†† Agreement and Plan of Merger dated as of June 18, 2018, among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC, Penn National Gaming, Inc., Bossier Casino Venture (HoldCo), Inc.
3 unchanged sentences
(SEC File No.
−Removed: Stock Purchase Agreement by and among Penn National Gaming, Inc., Barstool Sports, Inc., TCG XII, LLC, TCG Digital Spots, LLC and the Individuals Set Forth on Schedule A, dated as of January 28, 2020 is hereby incorporated by reference to the Company’s Current Report on Form 8-K filed on January 29, 2020.
+Added: 2.5†† Stock Purchase Agreement by and among Penn National Gaming, Inc., Barstool Sports, Inc., TCG XII, LLC, TCG Digital Spots, LLC and the Individuals Set Forth on Schedule A, dated as of January 28, 2020 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 29, 2020.
(SEC File No.
+Added: 2.6†† Purchase Agreement by and among Tropicana Las Vegas, Inc., Penn National Gaming, Inc., GLP Capital, L.P., Gold Merger Sub, LLC, PA Meadows, LLC, Tropicana LV LLC and, solely for the purposes set forth therein, Gaming and Leisure Properties, Inc., dated as of April 16, 2020 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 20, 2020.
+Added: (SEC File No.
+Added: 2.7 Binding Term Sheet, dated as of March 27, 2020, by and between Penn National Gaming, Inc.
+Added: and Gaming and Leisure Properties, Inc.
+Added: is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 30, 2020.
+Added: (SEC File No.
3.1 Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996, as amended by the Articles of Amendments to the Amended and Restated Articles of Incorporation filed with the Pennsylvania Department of State on November 13, 1996, July 23, 2001 and December 28, 2007 and the Statement with Respect to Shares of Series C Convertible Preferred Stock of Penn National Gaming, Inc.
−Removed: dated as of January 17, 2013, is hereby incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
+Added: dated as of January 17, 2013, and the Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National Gaming, Inc.
+Added: dated as of February 19, 2020 is hereby incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
(SEC File No.
−Removed: Description of Exhibit
3.2 Fourth Amended and Restated Bylaws of Penn National Gaming, Inc., as amended on May 28, 2019, is hereby incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 31, 2019.
(SEC File No.
+Added: 3.3 Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National Gaming, Inc.
+Added: is hereby incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 19, 2020.
+Added: (SEC File No.
3.4 Specimen certificate for shares of Common Stock, par value of $.01 per share, for Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
+Added: Number Description of Exhibit
4.1 Indenture, dated as of January 19, 2017 between Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Form of Note for 5.625% Senior Notes due 2027 is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 20, 2017.
+Added: 4.1(a) Form of Note for 5.625% Senior Notes due 2027 is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 20, 2017.
(SEC File No.
−Removed: Description of Securities.
+Added: 4.2 Indenture, dated as of May 14, 2020 between Penn National Gaming, Inc.
+Added: and Wells Fargo Bank, National Association, as Trustee, is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2020.
+Added: (SEC File No.
+Added: 4.2(a) First Supplemental Indenture, dated as of May 14, 2020 between Penn National Gaming, Inc.
+Added: and Wells Fargo Bank, National Association, as Trustee, is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2020.
+Added: (SEC File No.
+Added: 4.2(b) Form of Note representing the 2.75% Convertible Senior Notes due 2026 is hereby incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 14, 2020.
+Added: (SEC File No.
+Added: 4.3 Description of Securities is hereby incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
9.1*** Form of Trust Agreement of Peter D.
9 unchanged sentences
10.1*† Penn National Gaming, Inc.
−Removed: Deferred Compensation Plan (the “Plan”), as amended and restated effective April 4, 2013, as amended by that First Amendment, Second Amendment, Third Amendment and Fourth Amendment to the Plan, effective November 1, 2013, October 1, 2015, January 1, 2017 and January 1, 2017, respectively, is hereby incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
−Removed: (SEC File No.
+Added: Deferred Compensation Plan , as amended and restated effective April 4, 2013, as amended by those certain amendments effective November 1, 2013, October 1, 2015, January 1, 2017, April 1, 2020 and October 1, 2020, respectively.
10.2† Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc.
+Added: 10.2(a)† Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc.
2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
(SEC File No.
−Removed: Form of Restricted Stock Award for the Penn National Gaming, Inc.
+Added: 10.2(b)† Form of Restricted Stock Award for the Penn National Gaming, Inc.
2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
(SEC File No.
−Removed: Form of Notice of Award of Phantom Stock for Penn National Gaming, Inc.
+Added: 10.2(c)† Form of Notice of Award of Phantom Stock for Penn National Gaming, Inc.
2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
(SEC File No.
−Removed: Form of Stock Appreciation Rights for the Penn National Gaming, Inc.
+Added: 10.2(d)† Form of Stock Appreciation Rights for the Penn National Gaming, Inc.
2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly report ended March 31, 2014.
(SEC File No.
−Removed: Penn National Gaming, Inc.
+Added: 10.2(e)† Penn National Gaming, Inc.
Performance Share Program under the Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Form of Performance Shares Award Certificate for Performance Share Program under the Penn National Gaming, Inc.
+Added: 10.2(e)(i)† Form of Performance Shares Award Certificate for Performance Share Program under the Penn National Gaming, Inc.
2008 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017.
(SEC File No.
−Removed: Form of Notice of Restricted Stock for Performance Share Program under the Penn National Gaming, Inc.
−Removed: 2008 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
−Removed: (SEC File No.
−Removed: Description of Exhibit
+Added: Number Description of Exhibit
10.3† Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Amendment to Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, dated December 27, 2019.
−Removed: Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc.
+Added: 10.3(a)† Amendment to Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, dated December 27, 2019 is hereby incorporated by reference to Exhibit 10.3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: 10.3(b)† Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc.
2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.
(SEC File No.
−Removed: Form of Notice of Award of Restricted Stock for the Penn National Gaming, Inc.
+Added: 10.3(c)† Form of Notice of Award of Restricted Stock for the Penn National Gaming, Inc.
2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.
(SEC File No.
−Removed: Form of Notice of Award of Phantom Stock Units for the Penn National Gaming, Inc.
+Added: 10.3(d)† Form of Notice of Award of Phantom Stock Units for the Penn National Gaming, Inc.
2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.
(SEC File No.
−Removed: Form of Notice of Stock Appreciation Right Award for the Penn National Gaming, Inc.
+Added: 10.3(e)† Form of Notice of Stock Appreciation Right Award for the Penn National Gaming, Inc.
2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.
(SEC File No.
−Removed: Penn National Gaming, Inc.
+Added: 10.3(f)† Penn National Gaming, Inc.
Performance Share Program under the Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Form of Performance Share Program Restricted Stock Award Certificate under the Penn National Gaming, Inc.
+Added: 10.3(f)(i)† Form of Performance Share Program Restricted Stock Award Certificate under the Penn National Gaming, Inc.
2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.
(SEC File No.
−Removed: Form of Notice of Award of Restricted Stock for Performance Share Program under the Penn National Gaming, Inc.
+Added: 10.3(f)(ii)† Form of Notice of Award of Restricted Stock for Performance Share Program under the Penn National Gaming, Inc.
2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.
(SEC File No.
−Removed: Penn National Gaming, Inc.
+Added: 10.3(g)† Penn National Gaming, Inc.
Performance Share Program II under the Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Form of Combination Award Certificate for the Penn National Gaming, Inc.
+Added: 10.3(g)(i)† Form of Combination Award Certificate for the Penn National Gaming, Inc.
Performance Share Program II under the Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Form of Electronic Non-Qualified Stock Option Award Agreement under the Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, as amended.
−Removed: Form of Electronic Restricted Stock Award Agreement (2020) under the Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, as amended.
−Removed: Form of Electronic Phantom Stock Unit Award Agreement (cash settled) (2020) under the Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, as amended.
−Removed: Form of Electronic Phantom Stock Unit Award Agreement (stock settled) (2020) under the Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, as amended.
−Removed: Form of Electronic Stock Appreciation Right Award Agreement (2020) under the Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, as amended.
−Removed: Description of Exhibit
−Removed: Form of Electronic Restricted Stock Unit Award Agreement (2020) under the Penn National Gaming, Inc.
−Removed: 2018 Long Term Incentive Compensation Plan, as amended.
+Added: 10.3(h)† Form of Notice of Performance Award Terms and Criteria under the Performance Share Programs pursuant to the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: (SEC File No.
+Added: 10.3(i)† Form of Electronic Non-Qualified Stock Option Award Agreement under the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: 10.3(j)† Form of Electronic Restricted Stock Award Agreement (2020) under the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: Number Description of Exhibit
+Added: 10.3(k)† Form of Electronic Phantom Stock Unit Award Agreement (cash settled) (2020) under the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: 10.3(l)† Form of Electronic Phantom Stock Unit Award Agreement (stock settled) (2020) under the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(k) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: 10.3(m)† Form of Electronic Stock Appreciation Right Award Agreement (2020) under the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: 10.3(n)† Form of Electronic Restricted Stock Unit Award Agreement (2020) under the Penn National Gaming, Inc.
+Added: 2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
+Added: 10.4† Executive Agreement, dated July 30, 2019, between Penn National Gaming, Inc.
+Added: Snowden is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1, 2019.
+Added: (SEC File No.
+Added: 10.4(a)† First Amendment to Executive Agreement, dated March 27, 2020, between Penn National Gaming, Inc.
+Added: Snowden is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2020.
+Added: (SEC File No.
+Added: 10.4(b)† Second Amendment to Executive Agreement, dated October 1, 2020, between Penn National Gaming, Inc.
+Added: Snowden is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2020.
+Added: (SEC File No.
10.5† Executive Agreement, dated August 28, 2018 and effective as of June 13, 2018, by and between Penn National Gaming, Inc.
2 unchanged sentences
(SEC File No.
−Removed: Executive Agreement, dated July 30, 2019, between Penn National Gaming, Inc.
−Removed: Snowden is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1, 2019.
+Added: 10.5(a)† Separation and Transition Agreement and General Release, dated February 27, 2020, between Penn National Gaming, Inc.
+Added: and Timothy J.
+Added: Wilmott is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2020.
(SEC File No.
+Added: 10.6† Executive Agreement, dated as of December 31, 2020 and effective as of December 31, 2020 by and between Penn National Gaming, Inc.
+Added: and Felicia Hendrix is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 4, 2021.
+Added: 10.7† Executive Agreement, dated January 22, 2020, between Penn National Gaming, Inc.
+Added: and David Williams is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 24, 2020.
+Added: (SEC File No.
+Added: 10.7(a)† First Amendment to Executive Agreement, dated March 27, 2020, between Penn National Gaming, Inc.
+Added: and David Williams is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 30, 2020.
+Added: (SEC File No.
+Added: 10.7(b)† Second Amendment to Executive Agreement, dated October 1, 2020, between Penn National Gaming, Inc.
+Added: and David Williams is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 2, 2020.
+Added: (SEC File No.
+Added: 10.7(c)† Separation Agreement and General Release, dated December 30, 2020, by and between Penn National Gaming, Inc.
+Added: and Dave Williams is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2021 (SEC File No.
+Added: Number Description of Exhibit
10.8† Executive Agreement between Penn National Gaming, Inc.
2 unchanged sentences
(SEC File No.
−Removed: First Amendment to Executive Agreement, dated January 23, 2020, between Penn National Gaming, Inc.
+Added: 10.8(a)† First Amendment to Executive Agreement, dated January 23, 2020, between Penn National Gaming, Inc.
and William J.
1 unchanged sentence
(SEC File No.
+Added: 10.8(b)† Separation Agreement and General Release, dated April 10, 2020 between Penn National Gaming, Inc.
+Added: and William J.
+Added: Fair is hereby incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: (SEC File No.
+Added: 10.9*† Executive Agreement, dated as of December 30, 2019 and effective as of January 1, 2020, by Penn National Gaming, Inc.
+Added: and Todd George.
+Added: 10.10*† Executive Agreement, dated November 17, 2020, between Penn National Gaming, Inc.
+Added: and Harper Ko.
10.11† Executive Agreement, dated as of December 10, 2018 and effective as of December 13, 2018, by and between Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
+Added: 10.11(a)† First Amendment to Executive Agreement, dated March 27, 2020, between Penn National Gaming, Inc.
+Added: and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 30, 2020.
+Added: (SEC File No.
+Added: 10.11(b)† Second Amendment to Executive Agreement, dated October 1, 2020, between Penn National Gaming, Inc.
+Added: and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 2, 2020.
+Added: (SEC File No.
+Added: 10.11(c)† Retirement and Transition Agreement and General Release, dated November 17, 2020, by and between Penn National Gaming, Inc.
+Added: and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2020.
+Added: (SEC File No.
10.12† Executive Agreement, dated as of January 29, 2019 and effective as of October 15, 2018, by and between Penn National Gaming, Inc.
1 unchanged sentence
(SEC File No.
−Removed: Executive Agreement, dated January 22, 2020, between Penn National Gaming, Inc.
−Removed: and David Williams is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 24, 2020.
+Added: 10.13 Lease Agreement, dated March 31, 1995 between Wyomissing Professional Center III, LP and Penn National Gaming, Inc., as amended by certain amendments dated April 15, 1997, October 30, 1997, April 23, 1998, November 16, 1999, August 21, 2000, April 5, 2005, November 20, 2007, and May 25, 2012, respectively is hereby incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
(SEC File No.
−Removed: Lease Agreement, dated March 31, 1995 between Wyomissing Professional Center III, LP and Penn National Gaming, Inc., as amended by certain amendments dated April 15, 1997, October 30, 1997, April 23, 1998, November 16, 1999, August 21, 2000, April 5, 2005, November 20, 2007, and May 25, 2012, respectively.
10.14 Lease dated January 30, 2002 between Wyomissing Professional Center II, LP and Penn National Gaming, Inc.
−Removed: as amended by certain amendments dated May 23, 2002, December 4, 2002, January 29, 2003, October 19, 2010, May 25, 2012, and September 1, 2017, respectively.
+Added: as amended by certain amendments dated May 23, 2002, December 4, 2002, January 29, 2003, October 19, 2010, May 25, 2012, and September 1, 2017, respectively, is hereby incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
10.15 Amended and Restated Lease dated April 5, 2005 between Wyomissing Professional Center, Inc.
and Penn National Gaming, Inc.
−Removed: as amended by certain amendments dated April 20, 2006 and May 25, 2012, respectively.
+Added: as amended by certain amendments dated April 20, 2006 and May 25, 2012, respectively, is hereby incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: (SEC File No.
10.16†† Master Lease between GLP Capital L.P.
1 unchanged sentence
(SEC File No.
−Removed: First Amendment to the Master Lease is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
+Added: Number Description of Exhibit
+Added: 10.16(a) First Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
(SEC File No.
−Removed: Second Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014.
+Added: 10.16(b) Second Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014.
(SEC File No.
−Removed: Third Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
+Added: 10.16(c) Third Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
(SEC File No.
−Removed: Description of Exhibit
−Removed: Fourth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017.
+Added: 10.16(d) Fourth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017.
(SEC File No.
−Removed: Fifth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018.
+Added: 10.16(e) Fifth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018.
(SEC File No.
−Removed: Sixth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.
+Added: 10.16(f) Sixth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.
(SEC File No.
−Removed: Seventh Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.
+Added: 10.16(g) Seventh Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.
(SEC File No.
−Removed: Eighth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.28(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
+Added: 10.16(h) Eighth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.28(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
(SEC File No.
3 unchanged sentences
(SEC File No.
−Removed: First Amendment to PNK Master Lease, dated August 29, 2016, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 2.3 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
+Added: 10.17(a) First Amendment to PNK Master Lease, dated August 29, 2016, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 2.3 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
(SEC File No.
−Removed: Second Amendment to PNK Master Lease, dated October 25, 2016, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 2.4 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
+Added: 10.17(b) Second Amendment to PNK Master Lease, dated October 25, 2016, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 2.4 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
(SEC File No.
−Removed: Third Amendment to PNK Master Lease, dated March 24, 2017, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 10.1 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017.
+Added: 10.17(c) Third Amendment to PNK Master Lease, dated March 24, 2017, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 10.1 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017.
(SEC File No.
4 unchanged sentences
(SEC File No.
+Added: 10.19†† Lease, dated as of April 16, 2020, by and between Tropicana Land LLC and Tropicana Las Vegas, Inc.
+Added: is hereby incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on April 20, 2020.
+Added: (SEC File No.
+Added: Number Description of Exhibit
10.20 Second Amendment and Refinancing Agreement, dated as of January 19, 2017, by and among Penn National Gaming, Inc., as borrower, the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as swingline lender, Bank of America, N.A., as administrative agent and Bank of America, N.A., as collateral agent, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 20, 2017.
2 unchanged sentences
(SEC File No.
−Removed: Description of Exhibit
−Removed: First Amendment to Amended and Restated Credit Agreement dated as of February 23, 2018, among Penn, certain subsidiaries of Penn party thereto as guarantors, each consenting lender and Bank of America, N.A., as letter of credit lender, swingline lender, administrative agent and collateral agent is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2018.
+Added: 10.21(a) First Amendment to Amended and Restated Credit Agreement dated as of February 23, 2018, among Penn National Gaming, Inc., certain subsidiaries of Penn National Gaming, Inc.
+Added: party thereto as guarantors, each consenting lender and Bank of America, N.A., as letter of credit lender, swingline lender, administrative agent and collateral agent is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2018.
(SEC File No.
+Added: 10.21(b) Second Amendment to Amended and Restated Credit Agreement dated as of April 14, 2020, by and among Penn National Gaming, Inc., the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as letter of credit lender, swingline lender, administrative agent and collateral agent is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2020.
+Added: (SEC File No.
Incremental Joinder Agreement No.
12 unchanged sentences
(SEC File No.
−Removed: Amendment to Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated February 16, 2010, between Iowa West Racing Association and Ameristar Casino Council Bluffs, Inc.
+Added: 10.24(a) Amendment to Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated February 16, 2010, between Iowa West Racing Association and Ameristar Casino Council Bluffs, Inc.
is hereby incorporated by reference to Exhibit 10.26 to Pinnacle Entertainment, Inc.’s Amendment No.
1 unchanged sentence
(SEC File No.
−Removed: Second Amendment to Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated May 16, 2017, between Iowa West Racing Association and Ameristar Casino Council Bluffs, LLC is hereby incorporated by reference to Exhibit 10.33 to Pinnacle Entertainment, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
+Added: 10.24(b) Second Amendment to Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated May 16, 2017, between Iowa West Racing Association and Ameristar Casino Council Bluffs, LLC is hereby incorporated by reference to Exhibit 10.33 to Pinnacle Entertainment, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
(SEC File No.
3 unchanged sentences
21.1* Subsidiaries of the Registrant.
−Removed: Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
+Added: Number Description of Exhibit
23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
−Removed: CEO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
−Removed: CFO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
+Added: 31.1* CEO C ertification pursuant to Ex change Act R ule s 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
+Added: 31.2* PFO Certification pursuant to Exchange Act R ule s 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sa r banes -Oxley Act of 2002 .
32.1** CEO Certification pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes‑ Oxley Act of 2002.
−Removed: CFO Certification pursuant to 18 U.S.C.
+Added: 32.2** PFO Certification pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
99.1* Description of Governmental Regulation.
−Removed: Kansas Entertainment, LLC Financial Statements for the Years Ended June 30, 2019, 2018 and 2017.
−Removed: Description of Exhibit
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Inline XBRL File (included in Exhibit 101)
8 unchanged sentences
PENN NATIONAL GAMING, INC.
−Removed: February 27, 2020
+Added: February 26, 2021 By:
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: President, Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
−Removed: February 27, 2020
−Removed: /s/ William J.
−Removed: Executive Vice President Finance and Chief Financial Officer (Principal Financial Officer)
−Removed: February 27, 2020
−Removed: /s/ Christine LaBombard
−Removed: Senior Vice President and Chief Accounting Officer
−Removed: (Principal Accounting Officer)
−Removed: February 27, 2020
+Added: Signature Title Date
+Added: Snowden President, Chief Executive Officer and Director
+Added: (Principal Executive Officer) February 26, 2021
+Added: /s/ Christine LaBombard Senior Vice President and Chief Accounting Officer
+Added: (Principal Financial Officer and Principal Accounting Officer) February 26, 2021
Christine LaBombard
−Removed: Director, Chairman of the Board
−Removed: February 27, 2020
−Removed: February 27, 2020
+Added: Handler Director, Chairman of the Board February 26, 2021
+Added: Jacquemin Director February 26, 2021
+Added: /s/ Marla Kaplowitz Director February 26, 2021
+Added: Marla Kaplowitz
/s/ Ronald J.
−Removed: February 27, 2020
−Removed: February 27, 2020
+Added: Naples Director February 26, 2021
+Added: Reibstein Director February 26, 2021
/s/ Barbara Z.
−Removed: Shattuck Kohn
−Removed: February 27, 2020
+Added: Shattuck Kohn Director February 26, 2021
Shattuck Kohn
−Removed: /s/ Jane Scaccetti
−Removed: February 27, 2020
+Added: /s/ Jane Scaccetti Director February 26, 2021
Jane Scaccetti
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.