Underwriting AgreementUnderwriting Agreement • May 14th, 2020 • Penn National Gaming Inc • Hotels & motels • New York
BofA Securities, Inc., As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto,
Penn National Gaming, Inc. Underwriting AgreementUnderwriting Agreement • May 14th, 2020 • Penn National Gaming Inc • Hotels & motels • New York
Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $300,000,000 principal amount of the 2.75% Convertible Senior Notes due 2026, convertible into common stock, par value $0.01 per share (“Stock”) of the Company (the “Firm Securities”) and, at the election of the Underwriters, up to an additional $45,000,000 principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). The Securities will be convertible, at the Company’s election, into cash, shares of Stock, or a combination of cash and shares of Stock (any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares d
