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- This presentation contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results may vary materially
from expectations. Meaningful factors which could cause actual results
to differ from expectations include, but are not limited to, risks
related to the following: the passage of state, federal or local
legislation that would expand, restrict, further tax or prevent gaming
operations in the jurisdictions in which we do business; our ability to
successfully complete the proposed acquisition of Argosy Gaming Company
and to successfully integrate its operations; the activities of our
competitors; increases in our effective rate of taxation at any of our properties
or at the corporate level; successful completion of capital projects at
our gaming and pari-mutuel facilities; the existence of attractive
acquisition candidates and the costs and risks involved in the pursuit
of those acquisitions; our ability to maintain regulatory approvals for
our existing businesses and to receive regulatory approvals for our new
businesses (including without limitation the issuance of final
operators’ licenses in Maine and Pennsylvania); delays in the process of
finalizing gaming regulations and the establishment of related
governmental infrastructure in Pennsylvania and Maine; the maintenance
of agreements with our horsemen and pari-mutuel clerks; our dependence
on key personnel; the impact of terrorism and other international
hostilities; the availability and cost of financing; the outcome and
financial impact from the event of default under the indentures
governing the Hollywood Casino Shreveport notes and other factors as
discussed in the Company's filings with the United States Securities and
Exchange Commission. In addition, consummation of Penn National’s
acquisition of Argosy Gaming is subject to several conditions including
the approval of various governmental entities, including certain gaming
regulatory authorities to which the Companies are subject. Furthermore, the Company does not
intend to update publicly any forward-looking statements except as
required by law. The cautionary
advice in this paragraph is permitted by the Private Securities
Litigation Reform Act of 1995.
- This presentation includes “Non-GAAP financial measures” within the
meaning of SEC Regulation G. A
reconciliation of all Non-GAAP financial measures to the most directly
comparable financial measure calculated and presented in accordance with
GAAP can be found at www.pngaming.com, in the Recent News section.
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- Fast Growing Company
- Diversified Regional Operator
- 16 properties
- 11 jurisdictions
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- Acquisition
- Fair multiple
- Increasing jurisdictional
diversification
- Organic Expansion Opportunities
- Lower-penetrated, higher-growth
markets
- Same Store Sales Growth
- Installing quality management
teams that are independently
- proficient at operating their
business
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- Transaction value of $2.2 billion
- Aggregate $1.4 billion in total equity consideration
- $47.00 per share in cash
- Repay $805 million of Argosy’s outstanding indebtedness
- TTM transaction EBITDA multiple
of 8.2x
- Bank syndication in progress
- Expected closing: 3rd Quarter ’05
- Expected to be immediately
accretive to EPS upon closing
- Guidance to be updated after acquisition
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- Creates nation’s third largest casino operator
- In excess of $2 billion in pro forma annual revenues
- In excess of $550 million in LTM EBITDA (includes $20 million in
corporate synergies)
- Significant near-term growth prospects at both entities
- Regional properties
operationally similar to PENN’s existing portfolio
- Expansion into three new jurisdictions
- Indiana, Missouri, Iowa
- Further diversifies cash flows
- No single property will account for more than 25% of revenue
- No single property will account for more than 25% of EBITDA
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- Targeted expansion criteria
- Lower-penetrated,
higher-growth markets
- Limited competition
jurisdictions
- Five compelling investment
- opportunities over the next two
years
- Three at Penn and two at
Argosy
- Penn National Race Course
- Bangor Historic Track
- Charles Town Races and Slots
- Argosy Casino - Riverside
- Argosy Casino - Lawrenceburg
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- Project Overview
- Construction of hotel and improved casino amenities
- Estimated cost: $75 million
- Approximately $11 million spent in 2004
- Hotel to include 250 rooms with expected completion in Late 2007
- Adding 650 incremental parking spaces in structured facility expected
to open in early 2006
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