June 2025
Case Study

PENN
Entertainment

PENN Entertainment is an owner and operator of casinos, hotels and racetrack facilities across the United States and Canada, offering integrated entertainment, sports content, online sports betting and casino gaming solutions.

Transaction Terms
Transaction
$223.8MM Privately Negotiated Repurchase
Security
2.75% Convertible Senior Notes due 2026
Original Issue
~$330.5MM (May 2020)
% Repurchased
~68% of outstanding
Execution
Privately negotiated; short VWAP averaging period
Share Count Impact
Removed 9.6MM shares from diluted share count
$223.8MM
Principal amount
repurchased
68%
Of outstanding notes
retired
9.6MM
Shares removed from
diluted share count
Situation Overview

Opportunistic
liability management

In May 2020, PENN issued ~$330.5MM of 2.75% Convertible Senior Notes due 2026 featuring "Instrument-X" features, allowing for fully flexible settlement. As a result, 14.1MM shares underlying the bonds were fully reflected in PENN's diluted share count.

With the notes becoming current liabilities on its balance sheet and PENN having announced a meaningful share repurchase plan for 2025, HudsonWest advised on various alternatives to manage the upcoming liability — ultimately executing an opportunistic privately negotiated repurchase.

HudsonWest’s Role

Opportunistic execution
on company-friendly terms

01
Strategic Alternatives Advisory

HudsonWest advised PENN on various potential alternatives to manage the upcoming notes liability, including refinancing with various forms of capital (including a new convertible note), before determining the optimal path.

02
Wall-Cross and Noteholder Negotiation

HudsonWest wall-crossed Noteholders and negotiated a cash repurchase transaction, with the final price set over a short averaging period — securing terms favorable to PENN while maintaining confidentiality.

03
Attractive Pricing

The purchase price represented a very modest premium to both the last independent reported price before the wall cross and to remaining cash flows to maturity — an efficient outcome for PENN's balance sheet and its shareholders.

04
Share Count Reduction

The repurchase of approximately 68% of the outstanding Notes removed 9.6MM shares from PENN's diluted share count, directly supporting PENN's 2025 share repurchase objectives.

05
Documentation and Execution

HudsonWest helped coordinate the documentation and execution process, ensuring an efficient and opportunistic transaction from wall-cross through closing.

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