HG Vora Amends Stake in PENN Entertainment

TL;DR

HG Vora just updated their PENN stake filing - something's cooking.

AI Summary

HG Vora Capital Management, LLC, through its representative Christopher M. McLean, filed an amendment (Amendment No. 2) to its Schedule 13D on September 3, 2024, regarding its holdings in PENN Entertainment, Inc. The filing indicates a change in the beneficial ownership of the company's common stock.

Why It Matters

This amendment signals a potential shift in the investment strategy or ownership structure of PENN Entertainment, which could influence the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's intentions, which can lead to increased volatility.

Key Players & Entities

• HG Vora Capital Management, LLC (company) — Filing entity
• PENN Entertainment, Inc. (company) — Subject company
• Christopher M. McLean (person) — Representative for HG Vora Capital Management, LLC

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $126,553,218 — se price for the Cash-Settled Swaps was $126,553,218. The Cash-Settled Swaps can only be set
• $32,862,565 — price for the Cash-Settled Options was $32,862,565. The Cash-Settled Options can only be s

Filing Documents

• z93241sc13da2.htm (SC 13D/A) — 42KB
• 0001214659-24-015906.txt ( ) — 44KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Amended Schedule 13D is hereby amended and supplemented

Item 3 of the Amended Schedule 13D is hereby amended and supplemented by deleting the second sentence of the first paragraph thereof.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Amended Schedule 13D is hereby amended and supplemented

Item 4 of the Amended Schedule 13D is hereby amended and supplemented by deleting the first sentence of the first paragraph thereof.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Amended Schedule 13D is hereby amended and supplemented

Item 5 of the Amended Schedule 13D is hereby amended and supplemented by replacing the first two paragraphs thereof with the following: (a) and (b). Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2. 1. Investment Manager and Principal – 14,500,000 shares of Common Stock, which represents 9.5% of the Issuer’s outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer’s 152,595,704 outstanding shares of Common Stock as of August 1, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Amended Schedule 13D is hereby amended and supplemented

Item 6 of the Amended Schedule 13D is hereby amended and supplemented by replacing the first paragraph thereof with the following: In addition to the Common Stock referenced above, as of the date hereof, the Reporting Persons are party to cash-settled swap agreements (“Cash-Settled Swaps”) with one or more unaffiliated third-party financial institutions that reference 5,750,000 shares of Common Stock. The aggregate purchase price for the Cash-Settled Swaps was $126,553,218. The Cash-Settled Swaps can only be settled in cash and do not permit settlement in the form of Common Stock. The Cash-Settled Swaps do not give the Reporting Persons, directly or indirectly, the power to vote or direct the voting or the power to dispose or direct the disposition of the Common Stock referenced by the Cash-Settled Swaps.

of the

Item 6 of the Amended Schedule 13D is hereby further amended and supplemented by replacing the second paragraph thereof with the following: In addition to the Common Stock and the Cash-Settled Swaps referenced above, as of the date hereof, the Reporting Persons are party to cash-settled option agreements (the “Cash-Settled Options”) with one or more unaffiliated third-party financial institutions that reference an aggregate of 13,250,000 shares of Common Stock. The aggregate purchase price for the Cash-Settled Options was $32,862,565. The Cash-Settled Options can only be settled in cash and do not permit settlement in the form of Common Stock. The Cash-Settled Options do not give the Reporting Persons, directly or indirectly, the power to vote or direct the voting or the power to dispose or direct the disposition of the Common Stock referenced by the Cash-Settled Options. The Reporting Persons may from time to time enter into one or more additional cash-settled equity options or cash-settled swaps with broker-dealers or other unaffiliated third-party financial institution counterparties with respect to the Common Stock of the Issuer and/or other securities of the Issuer, with reference prices and maturity dates that vary depending upon the terms of each such cash-settled instrument. After giving effect to such transactions, the Reporting Persons may be deemed to have either increased or decreased economic exposure to the Common Stock and/or other securities of the Issuer. The Reporting Persons do not have voting power or dispositive power with respect to the Common Stock or the other securities of the Issuer referenced in such cash-settled instruments and disclaim beneficial ownership of the Common Stock or other securities to which such cash-settled instruments relate. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September

View Full Filing

View this SC 13D/A filing on SEC EDGAR