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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-28 · 71 added, 71 removed, 277 unchanged (34% of the section changed)

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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).

The Company completed its acquisition of HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

on May 11, 2021, July 1, 2021, August 1, 2021, and October 19, 2021 respectively.

Since the Company has not yet fully incorporated the internal controls and procedures of HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

into the Company’s internal control over financial reporting, management excluded HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

These acquisitions constituted approximately 14% of the Company’s total consolidated assets and approximately 1% of the Company’s consolidated net revenues as of and for the year ended December 31, 2021, respectively.

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2021.

Deloitte & Touche LLP (PCAOB ID No.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Penn National Gaming, Inc.

To the shareholders and the Board of Directors of PENN Entertainment, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Penn National Gaming, Inc.

We have audited the internal control over financial reporting of PENN Entertainment, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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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, 2022, of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc., which were acquired on May 11, 2011, July 1, 2021, August 1, 2021, and October 19, 2021 respectively and whose financial statements constitute approximately 14% of the Company’s total consolidated assets and approximately 1% of the Company’s total consolidated net revenues as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

Basis for Opinion

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OTHER INFORMATION

On October 9, 2022, the Company entered into a binding term sheet (the “Term Sheet”) with GLPI.

Pursuant to the Term Sheet, the Company and GLPI agreed to amend and restate the PENN Master Lease (the “Amended and Restated PENN Master Lease”) to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”);

(ii) make associated adjustments to the rent after which the initial rent in the Amended and Restated PENN Master Lease will be $284.1 million, consisting of $208.2 million of Building Base Rent, $43.0 million of Land Base Rent and $32.9 million of Percentage Rent (as such terms are defined in the Amended and Restated PENN Master Lease);

(iii) terminate the existing leases associated with Hollywood Casino at The Meadows (“Meadows”) and Perryville;

and (iv) enter into a new master lease (the “2023 Master Lease”) specific to the properties associated with Aurora, Joliet, Columbus, Toledo, M Resort, Meadows and Perryville.

Subsequent to year end, on February 21, 2023, both the Amended and Restated PENN Master Lease and the 2023 Master Lease agreement were executed with an effective date of January 1, 2023, and a master development agreement (the “Master Development Agreement”) was executed on February 22, 2023.

The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

The 2023 Master Lease is cross-defaulted, cross-collateralized, and coterminous with the Amended and Restated PENN Master Lease, and subject to a parent guarantee.

The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus and M Resort (the “Other Development Projects”).

The Master Development Agreement provides that GLPI will fund, upon PENN’s request, up to $225 million for the Aurora Project and up to $350 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement.

These funding obligations of GLPI expire on January 1, 2026.

The 2023 Master Lease Rent will be subject to a one-time increase of $1.4 million, effective the fifth anniversary of the effective date.

The 2023 Master Lease Rent will be further subject to a fixed escalator of 1.5% on November 1, 2023 and annually thereafter.

The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project.

The Aurora Project and the Other Development Projects are all subject to necessary regulatory and other government approvals.

The summary of the material terms of the Amended and Restated PENN Master Lease and the 2023 Master Lease agreements described above is qualified in its entirety by reference to each of the lease agreements, copies of which are attached hereto as Exhibit 10.22 and Exhibit 10.23, respectively, and are incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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2.3†† Arrangement Agreement by and among Penn National Gaming, Inc., 1317774 B.C.

and Score Media and Gaming Inc., dated as of August 4, 2021 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report of Form 8-K filed August 5, 2021.

and Score Media and Gaming Inc., dated as of August 4, 2021 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report of Form 8-K filed on August 5, 2021.

(SEC File No.

Number Description of Exhibit

3.1 Second 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.

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dated as of February 19, 2020, and as further amended and restated by the Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc.

filed with the Pennsylvania Department of State on June 17, 2021 is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 21, 2021.

filed with the Pennsylvania Department of State on June 17, 2021 is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021.

(SEC File No.

3.1(a) Articles of Amendment to its Second Amended and Restated Articles of Incorporation, effective August 4, 2022, is hereby incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.

(SEC File No.

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.

3.2(a) Amendment to Fourth Amended and Restated Bylaws of the Company, effective August 4, 2022, is hereby incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.

(SEC File No.

3.3 Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National Gaming, Inc.

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(SEC File No.

Number Description of Exhibit

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.

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(SEC File No.

Number Description of Exhibit

10.1† Penn National Gaming, Inc.

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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.

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 year ended December 31, 2008.

(SEC File No.

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(SEC File No.

Number Description of Exhibit

10.3(g)† Form of Electronic Phantom Stock Unit Award Agreement (stock settled) (2020) under the Penn National Gaming, Inc.

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(SEC File No.

Number Description of Exhibit

10.3(k)† Restricted Stock Unit Award Agreement by and between Jay Snowden and Penn National Gaming, Inc., dated as of April 12, 2021 is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(SEC File No.

10.4† Executive Agreement, dated July 30, 2019, between Penn National Gaming, Inc.

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.

10.4† Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 10, 2022.

(SEC File No.

10.4(a)† First Amendment to Executive Agreement, dated March 27, 2020, between Penn National Gaming, Inc.

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.

10.4(a)† Form of Restricted Stock Unit Award Agreement (Stock-Settled) for the Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on June 15, 2022.

(SEC File No.

10.4(b)† Second Amendment to Executive Agreement, dated October 1, 2020, between Penn National Gaming, Inc.

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.

10.4(b)† Form of Restricted Stock Unit Award Agreement (Cash-Settled) for the Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed on June 15, 2022.

(SEC File No.

10.4(c)† Third Amendment to Executive Agreement, dated November 3, 2021, between Penn National Gaming, Inc.

Snowden is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

10.4(c)† Form of Performance Unit Award Agreement for the Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed on June 15, 2022.

(SEC File No.

10.4(d)† Form of Restricted Stock Award Agreement for the Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 filed on June 15, 2022 (SEC File No.

10.4(e)† Form of Non-Qualified Stock Option Award Agreement for the Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-8 filed on June 15, 2022.

(SEC File No.

10.4(f)† Form of Stock Appreciation Right Award Agreement for the Penn National Gaming, Inc.

2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-8 filed on June 15, 2022.

(SEC File No.

10.5† Executive Agreement, dated November 2, 2022, between PENN Entertainment, Inc.

and Jay Snowden is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.

(SEC File No.

10.6† Executive Agreement, dated as of December 31, 2020 and effective as of December 31, 2020 by and between Penn National Gaming, Inc.

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(SEC File No.

10.8† Executive Agreement, dated as of December 30, 2019 and effective as of January 1, 2020, by Penn National Gaming, Inc.

and Todd George is hereby incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

10.9† Executive Agreement, dated November 2, 2022, between PENN Entertainment, Inc.

and Todd George is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.

(SEC File No.

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(SEC File No.

10.10† Executive Agreement, dated as of January 29, 2019 and effective as of October 15, 2018, by and between Penn National Gaming, Inc.

and Christine LaBombard is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2019.

10.11*† Executive Agreement, dated October 1 1, 2021 , between Penn National Gaming, Inc.

and Christine LaBombard.

10.12† Executive Agreement, dated March 10, 2022, between PENN Entertainment, Inc.

and Christopher Rogers is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.

(SEC File No.

10.11*† Executive Agreement, dated December 9, 2019, between Penn National Gaming, Inc.

and Christopher Rogers.

10.12* 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, May 25, 2012, and May 12, 2021, respectively .

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, May 25, 2012, May 12, 2021, and November 10, 2022.

10.14 Lease, dated January 30, 2002 between Wyomissing Professional Center II, LP and Penn National Gaming, Inc.

as amended by certain amendments dated May 23, 2002, December 4, 2002, January 29, 2003, October 19, 2010, May 25, 2012, September 1, 2017, and May 12, 2021, respectively .

as amended by certain amendments dated May 23, 2002, December 4, 2002, January 29, 2003, October 19, 2010, May 25, 2012, September 1, 2017, and May 12, 2021, respectively, is hereby incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(SEC File No.

10.15†† Master Lease between GLP Capital L.P.

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(SEC File No.

Number Description of Exhibit

10.15(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.

Number Description of Exhibit

10.15(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.

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(SEC File No.

10.14(i)*†† Ninth Amendment to the Penn Master Lease between GLP Capital L.P.

and Penn Tenant LLC dated January 14, 2022.

10.15(i) Ninth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(SEC File No.

Master Lease, dated April 28, 2016, by and between PNK Entertainment, Inc.

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(SEC File No.

10.15(e)*†† Fifth Amendment to PNK Master Lease, dated as of January 14, 2022, by and between Pinna c l e MLS, LLC and Gold Merger Sub, LLC .

10.16(e) Fifth Amendment to PNK Master Lease, dated as of January 14, 2022, by and between Pinnacle MLS, LLC and Gold Merger Sub, LLC is hereby incorporated by reference to Exhibit 10.15(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(SEC File No.

10.17 Guarantee of PNK Master Lease, dated as of October 15, 2018, by Penn National Gaming, Inc.

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(SEC File No.

10.18 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.

(SEC File No.

10.19 Amended and Restated Credit Agreement, dated as of January 19, 2017, by and among Penn National Gaming, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, Bank of America, N.A., as collateral agent and the other parties thereto, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 20, 2017.

Second Amended and Restated Credit Agreement, dated as of May 3, 2022, by and among Penn National Gaming, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and as collateral agent., is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.

(SEC File No.

Number Description of Exhibit

10.19(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.

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.

10.19(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.

(SEC File No.

Incremental Joinder Agreement No.

1, dated as of October 15, 2018, by and among Penn National Gaming, Inc., certain subsidiaries of Penn National Gaming, Inc.

party thereto as guarantors, Bank of America, N.A., as letter of credit lender, swingline lender, administrative agent and collateral agent and the lenders party thereto is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2018.

(SEC File No.

10.20 Lottery Gaming Facility Management Contract dated August 25, 2009 between the Kansas Lottery and Kansas Entertainment, LLC is hereby incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 19, 2010.

(SEC File No.

10.21 Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated November 18, 2004, between Iowa West Racing Association and Ameristar Casino Council Bluffs, Inc.

is hereby incorporated by reference to Exhibit 10.25 to Pinnacle Entertainment, Inc.’s Amendment No.

4 to Registration Statement on Form 10 filed on March 17, 2016.

(SEC File No.

10.21(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.

4 to Registration Statement on Form 10 filed on March 17, 2016.

(SEC File No.

10.21(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.

10.22†† Membership Interest Purchase Agreement, dated as of June 18, 2018, among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC and Penn National Gaming, Inc.

is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2018.

10.21 Binding Term Sheet, dated as of October 9, 2022, by and among PENN Entertainment, Inc.

and Gaming and Leisure Properties, Inc.

is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2022.

(SEC File No.

10.22 Amended and Restated PENN Master Lease, dated January 1, 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.

10.23 2023 Master Lease, dated January 1, 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.

21.1* Subsidiaries of the Registrant.

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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.

Number Description of Exhibit

101.SCH Inline XBRL Taxonomy Extension Schema Document

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** Furnished herewith.

*** Paper filing.

† Management contract or compensatory plan or arrangement.

†† Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Penn National Gaming, Inc.

PENN Entertainment, Inc.

agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PENN NATIONAL GAMING, INC.

PENN ENTERTAINMENT, INC.

February 23, 2023 By:

President and Chief Executive Officer

Chief Executive Officer and President

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.

Signature Title Date

Snowden President, Chief Executive Officer and Director

Snowden Chief Executive Officer, President and Director

(Principal Executive Officer) February 23, 2023

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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.

What changed 10-K

Item 9A. Controls and Procedures