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Long-Term Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
The table below presents long-term debt, net of current maturities, debt discounts, and issuance costs:
(in millions)June 30, 2025December 31, 2024
Amended Credit Facilities:
Amended Revolving Credit Facility due 2027$467.5 $— 
Amended Term Loan A Facility due 2027467.5 481.3 
Amended Term Loan B Facility due 2029970.0 975.0 
5.625% Notes due 2027
400.0 400.0 
4.125% Notes due 2029
400.0 400.0 
2.75% Convertible Notes due 2026
106.7 330.5 
Other long-term obligations8.6 210.5 
2,820.3 2,797.3 
Less: Current maturities of long-term debt(38.2)(38.2)
Less: Debt discounts(2.8)(3.1)
Less: Debt issuance costs(18.1)(23.5)
$2,761.2 $2,732.5 
The following is a schedule of future minimum repayments of long-term debt as of June 30, 2025 (in millions):
Years ending December 31:
2025 (excluding the six months ended June 30, 2025)
$18.8 
2026144.9 
20271,304.5 
202810.8 
20291,335.8 
Thereafter5.5 
Total minimum payments$2,820.3 
Amended Credit Facilities
On May 3, 2022, the Company entered into a Second Amended and Restated Credit Agreement with its various lenders (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility, undrawn at close, (the “Amended Revolving Credit Facility”), a five-year $550.0 million term loan A facility (the “Amended Term Loan A Facility”) and a seven-year $1.0 billion term loan B facility (the “Amended Term Loan B Facility”) (together, the “Amended Credit Facilities”). The proceeds from the Amended Credit Facilities were used to repay the balances of the previous credit facilities.
The interest rates per annum applicable to loans under the Amended Credit Facilities are, at the Company’s option, equal to either an adjusted secured overnight financing rate (“Term SOFR”) or a base rate, plus an applicable margin. The applicable margin for each of the Amended Revolving Credit Facility and the Amended Term Loan A Facility ranges from 2.25% to 1.50% per annum for Term SOFR loans and 1.25% to 0.50% per annum for base rate loans, in each case depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement). The applicable margin for the Amended Term Loan B Facility was 2.75% per annum for Term SOFR loans and 1.75% per annum for base rate loans until the margins were both reduced by 25 basis points pursuant to the Second Amendment Agreement, as discussed and defined below, and effective December 4, 2024. The Amended Term Loan B Facility is subject to a Term SOFR “floor” of 0.50% per annum and a base rate “floor” of 1.50% per annum. In addition, the Company pays a commitment fee on the unused portion of the commitments under the Amended Revolving Credit Facility at a rate that ranges from 0.35% to 0.20% per annum, depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement).
The Amended Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and make other restricted payments
and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities. The Amended Credit Facilities contain two financial covenants: a maximum total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 4.50 to 1.00, which is subject to a step up to 5.00 to 1.00 in the case of certain significant acquisitions, and a minimum interest coverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 2.00 to 1.00. The Amended Credit Facilities also contain certain customary affirmative covenants and events of default, including the occurrence of a change of control (as defined in the documents governing the Second Amended and Restated Credit Agreement), termination and certain defaults under the Master Leases, which are discussed in Note 6, “Leases”.
On February 15, 2024 (the “First Amendment Effective Date”), PENN entered into a First Amendment (the “First Amendment Agreement”) with its various lenders amending its Amended Credit Facilities. The First Amendment Agreement provided for certain adjustments, during a specified time period (“Covenant Relief Period”), in our calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement). As of June 30, 2025, the Covenant Relief Period has concluded, and we are now required to maintain the specified financial ratios and satisfy the financial tests under the Amended Credit Facilities, as described above.
On December 4, 2024 (the “Second Amendment Effective Date”), PENN entered into a Second Amendment (the “Second Amendment Agreement”) with its various lenders to reduce the interest rate margins applicable to the Company’s approximately $978 million in existing Amended Term Loan B Facility loans from 2.75% to 2.50% for Term SOFR loans, and from 1.75% to 1.50% for base rate loans.
As of June 30, 2025, the Company had $467.5 million drawn on the Amended Revolving Credit Facility. Additionally, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $24.7 million, resulting in $507.8 million of available borrowing capacity under the Amended Revolving Credit Facility. As of August 6, 2025, the Company had $380.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $595.3 million in available borrowing capacity.
2.75% Unsecured Convertible Notes
In May 2020, the Company completed a public offering of $330.5 million aggregate principal amount of 2.75% unsecured convertible notes (the “Convertible Notes”) that mature, unless earlier converted, redeemed, or repurchased, on May 15, 2026 at a price of par.
On June 13, 2025, the Company entered into an agreement with certain holders of the Convertible Notes to repurchase $223.8 million aggregate principal amount of the Convertible Notes. As a result of the repurchases on June 20, 2025, the Company recorded a $11.8 million loss on the early extinguishment of debt for the three and six months ended June 30, 2025, which is included in “Loss on early extinguishment of debt” within our unaudited Consolidated Statements of Operations.
As of June 30, 2025 our Convertible Notes are scheduled to mature within the next 12 months. Although the stated maturity is within one year, the Company has classified this obligation as long-term based on its intent and ability to refinance on a long-term basis.
As of June 30, 2025 and December 31, 2024, no Convertible Notes have been converted into the Company’s common stock. The maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes is 5,928,661 as of June 30, 2025.
The Convertible Notes consisted of the following components:
(in millions)June 30, 2025December 31, 2024
Liability:
Principal$106.7 $330.5 
Unamortized debt issuance costs(0.5)(2.6)
Net carrying amount$106.2 $327.9 
Interest expense, net
The table below presents interest expense, net:
For the three months ended June 30,For the six months ended June 30,
(in millions)2025202420252024
Interest expense$107.6 $122.3 $227.9 $242.9 
Capitalized interest(11.7)(2.9)(21.2)(4.4)
Interest expense, net$95.9 $119.4 $206.7 $238.5 
The table below presents interest expense related to the Convertible Notes:
For the three months ended June 30,For the six months ended June 30,
(in millions)2025202420252024
Coupon interest$1.7 $2.2 $4.0 $4.5 
Amortization of debt issuance costs0.4 0.5 0.8 0.9 
Convertible Notes interest expense$2.1 $2.7 $4.8 $5.4 
Debt issuance costs are amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 3.3%. The remaining term of the Convertible Notes was 11 months as of June 30, 2025.
Covenants
Our Amended Credit Facilities, 5.625% Notes due 2027 (the “5.625% Notes”), and 4.125% Notes due 2029 (the “4.125% Notes”), require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Amended Credit Facilities, 5.625% Notes and 4.125% Notes, restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities. Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the Master Leases (which are defined in Note 6, “Leases”), each with GLPI. If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms.
As of June 30, 2025, the Company was in compliance with all required financial covenants. The Company believes that it will remain in compliance with all of its required financial covenants for at least the next twelve months following the date of filing this Quarterly Report on Form 10-Q with the SEC.
Other Long-Term Obligation
In February 2021, we entered into a third-party financing arrangement providing the Company with upfront and non-refundable cash proceeds of $72.5 million while permitting us to participate in future proceeds on certain claims for insurance coverage benefits from the Company’s insurers (the “Insurers”) for economic losses PENN sustained due to the COVID-19 pandemic. On May 7, 2025, the Superior Court of Pennsylvania (the “SCP”) issued a ruling on the Company’s appeal of a lower court’s summary judgement that found in favor of the Insurers, affirming the lower court’s ruling. As a result of the SCP’s ruling, the Company has determined that obligations under these claims are no longer probable. Accordingly, during the quarter ended March 31, 2025, we recognized a non-cash gain, which consists of the cash proceeds received in 2021 of $72.5 million and $142.6 million of accreted non-cash interest. The gain is recorded as “Gain on financing arrangement” within our unaudited Consolidated Statements of Operations for the six months ended June 30, 2025.
Prior to recognizing the non-cash gain, as described above, the financing obligation was classified as a non-current liability and had a $201.2 million balance as of December 31, 2024. Consistent with an obligor’s accounting under a debt instrument, period interest was accreted using an effective interest rate of 27.0% until the time that the claims and related obligations were resolved. The amount included in “Interest expense, net” related to this obligation was zero and $11.4 million for the three months ended June 30, 2025 and 2024, respectively, and $13.9 million and $22.0 million for the six months ended June 30, 2025 and 2024, respectively.