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| CIK | 1656239 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pinnacle Entertainment, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2019 |
PNK / Pinnacle Entertainment, Inc. / BAMCO INC /NY/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348Y105 (CUSIP Number) Calendar Year 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 13, 2019 |
PNK / Pinnacle Entertainment, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 25, 2018 |
PNK / Pinnacle Entertainment, Inc. 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37666 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specifie |
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| October 19, 2018 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information presents the unaudited pro forma condensed consolidated balance sheet as of June 30, 2018 and unaudited pro forma condensed consolidated statements of operations as of and for the six months ended June 30, 2018, and for the year ended December |
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| October 19, 2018 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of |
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| October 15, 2018 |
PNK / Pinnacle Entertainment, Inc. POSASR POSASR As filed with the Securities and Exchange Commission on October 15, 2018 Registration No. |
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| October 15, 2018 |
PNK / Pinnacle Entertainment, Inc. POS AM POS AM As filed with the Securities and Exchange Commission on October 15, 2018 Registration No. |
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| October 15, 2018 |
PNK / Pinnacle Entertainment, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 15, 2018 Registration No. |
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| October 15, 2018 |
PNK / Pinnacle Entertainment, Inc. S-8 POS S-8 POS 1 d617736ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 15, 2018 Registration No. 333-210972 Registration No. 333-210971 Registration No. 333-210970 Registration No. 333-210969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-210972 FORM S-8 REGISTRATION STA |
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| October 15, 2018 |
PNK / Pinnacle Entertainment, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 15, 2018 Registration No. |
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| October 15, 2018 |
PNK / Pinnacle Entertainment, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 15, 2018 Registration No. |
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| October 15, 2018 |
Amended and Restated By-laws of the Company. EX-3.2 EXHIBIT 3.2 PINNACLE ENTERTAINMENT, INC. * * * * * BYLAWS * * * * * ARTICLE I OFFICES Section 1. The registered office of Pinnacle Entertainment, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may |
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| October 15, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdiction (Commission (IRS Employ |
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| October 15, 2018 |
Amended and Restated Certificate of Incorporation of the Company. EX-3.1 2 d639383dex31.htm EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PINNACLE ENTERTAINMENT, INC. ARTICLE I The name of the corporation (which is hereinafter referred to as the “Corporation”) is Pinnacle Entertainment, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, |
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| August 7, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-37666 PINNACLE |
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| August 7, 2018 |
Statement re: Computation of Per Share Earnings. EX-11 3 exhibit1163018.htm EXHIBIT 11 Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended June 30, Basic Diluted 2018 2017 2018 2017 Weighted average number of common shares outstanding 57,543 56,648 57,543 56,648 Potential dilution from share-based payment awards — — 4,723 5,236 Total shares 57,543 56,648 62,26 |
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| August 7, 2018 |
EX-4.1 2 exhibit4163018.htm EXHIBIT 4.1 Exhibit 4.1 PINNACLE ENTERTAINMENT, INC. DIRECTOR OTHER STOCK UNIT AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan) As a member of the Board of Directors of Pinnacle Entertainment, Inc. (the “Company”), you have been granted an Other Stock Unit Award. This award is subject to the terms and conditions of the 2016 Equity and Perfor |
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| August 2, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Commis |
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| August 2, 2018 |
PINNACLE ENTERTAINMENT REPORTS 2018 SECOND QUARTER FINANCIAL RESULTS Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2018 SECOND QUARTER FINANCIAL RESULTS LAS VEGAS, August 2, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the second quarter ended June 30, 2018. The results reflect the Company’s adoption of the new revenue recognition standard ("ASC 606"), effective January 1, 2018. The Company adopt |
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| August 2, 2018 |
PNK / Pinnacle Entertainment, Inc. 8-K (Prospectus) 425 1 form8-kxearningsreleaseq22.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or oth |
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| August 2, 2018 |
PINNACLE ENTERTAINMENT REPORTS 2018 SECOND QUARTER FINANCIAL RESULTS Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2018 SECOND QUARTER FINANCIAL RESULTS LAS VEGAS, August 2, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the second quarter ended June 30, 2018. The results reflect the Company’s adoption of the new revenue recognition standard ("ASC 606"), effective January 1, 2018. The Company adopt |
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| June 28, 2018 |
PNK / Pinnacle Entertainment, Inc. 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37666 A. Full title of the plan |
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| May 10, 2018 |
Statement re: Computation of Per Share Earnings. EX-11 2 exhibit1133118.htm EXHIBIT 11 Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended March 31, Basic Diluted (a) 2018 2017 2018 2017 Weighted average number of common shares outstanding 56,901 55,977 56,901 55,977 Potential dilution from share-based awards — — 5,344 4,907 Total shares 56,901 55,977 62,245 6 |
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| May 10, 2018 |
PNK / Pinnacle Entertainment, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-37666 PINNACL |
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| May 9, 2018 |
PINNACLE ENTERTAINMENT REPORTS 2018 FIRST QUARTER FINANCIAL RESULTS Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2018 FIRST QUARTER FINANCIAL RESULTS LAS VEGAS, May 9, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the first quarter ended March 31, 2018. The results reflect the Company’s adoption of the new revenue recognition standard ("ASC 606"), effective January 1, 2018. The Company adopted A |
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| May 9, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Commissio |
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| May 9, 2018 |
PINNACLE ENTERTAINMENT REPORTS 2018 FIRST QUARTER FINANCIAL RESULTS Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2018 FIRST QUARTER FINANCIAL RESULTS LAS VEGAS, May 9, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the first quarter ended March 31, 2018. The results reflect the Company’s adoption of the new revenue recognition standard ("ASC 606"), effective January 1, 2018. The Company adopted A |
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| May 9, 2018 |
PNK / Pinnacle Entertainment, Inc. New 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Commissio |
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| May 1, 2018 |
Submission of Matters to a Vote of Security Holders 8-K 1 d575038d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2018 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdiction of Inco |
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| March 30, 2018 |
PNK / Pinnacle Entertainment, Inc. New DEF 14A DEF 14A 1 d543147ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commis |
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| March 29, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 d332000d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2018 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdiction |
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| March 29, 2018 |
PINNACLE ENTERTAINMENT STOCKHOLDERS APPROVE PROPOSED ACQUISITION BY PENN NATIONAL GAMING EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT STOCKHOLDERS APPROVE PROPOSED ACQUISITION BY PENN NATIONAL GAMING LAS VEGAS, March 29, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle” or the “Company”) today announced the results of its special meeting of stockholders, which was held on March 29, 2018 to vote on matters related to the proposed acquisition of the Company by Penn National G |
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| March 29, 2018 |
PNK / Pinnacle Entertainment, Inc. New FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2018 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdiction of Incorporation) (C |
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| March 29, 2018 |
PINNACLE ENTERTAINMENT STOCKHOLDERS APPROVE PROPOSED ACQUISITION BY PENN NATIONAL GAMING EX-99.1 2 d332000dex991.htm EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT STOCKHOLDERS APPROVE PROPOSED ACQUISITION BY PENN NATIONAL GAMING LAS VEGAS, March 29, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle” or the “Company”) today announced the results of its special meeting of stockholders, which was held on March 29, 2018 to vote on matters related to the proposed acquisition of th |
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| March 29, 2018 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) 425 1 a18-933318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2018 PENN NATIONAL GAMING, INC. Commission file number 000-24206 Incorporated Pursuant to the Laws of the Commonwealth of Pennsylvania IRS Employer I |
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| March 29, 2018 |
PENN NATIONAL GAMING SHAREHOLDERS APPROVE PINNACLE ENTERTAINMENT ACQUISITION Exhibit 99.1 News Announcement PENN NATIONAL GAMING SHAREHOLDERS APPROVE PINNACLE ENTERTAINMENT ACQUISITION Wyomissing, Penn., (March 29, 2018) — Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn” or the “Company”) today announced that its shareholders voted to approve Penn’s proposal to issue shares of Penn common stock to stockholders of Pinnacle Entertainment, Inc. (PNK: Nasdaq) (“Pinnacle”) in |
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| March 21, 2018 |
Exhibit 99.1 News Announcement FOR IMMEDIATE RELEASE PENN NATIONAL GAMING SECURES PENNSYLVANIA GAMING CONTROL BOARD AND WEST VIRGINIA LOTTERY COMMISSION APPROVAL OF ITS PENDING ACQUISITION OF PINNACLE ENTERTAINMENT Wyomissing, Penn., (March 21, 2018) — Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National” or the “Company”) announced that at separate meetings today, The Pennsylvania Gaming Con |
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| March 21, 2018 |
Exhibit 99.2 Better Together Dear Penn National and Pinnacle Team Members: I wanted to share with you the exciting news that we've received our first official regulatory approvals for our planned acquisition of Pinnacle Entertainment. At separate meetings today, the Pennsylvania Gaming Control Board (“PGCB”) and the West Virginia Lottery Commission (“WVLC”) voted to approve our transaction. These |
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| March 21, 2018 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) 425 1 a18-703658k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2018 PENN NATIONAL GAMING, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-24206 23-2234473 (State or Other Jurisdiction (Commis |
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| March 19, 2018 |
8-K 1 d537972d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2018 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdiction of I |
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| March 19, 2018 |
Exhibit 99.1 18-2652 18-2652 YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE |
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| March 19, 2018 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2018 PENN NATIONAL GAMING, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-24206 23-2234473 (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| March 19, 2018 |
PNK / Pinnacle Entertainment, Inc. New 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2018 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdiction of Incorporation) (Commis |
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| March 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Commis |
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| March 13, 2018 |
PNK / Pinnacle Entertainment, Inc. New 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Commis |
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| March 13, 2018 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2018 PENN NATIONAL GAMING, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-24206 23-2234473 (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| March 1, 2018 |
Summary of Director Compensation. EX-10.26 6 pnkex1026123117.htm EXHIBIT 10.26 Exhibit 10.26 Summary of Director Compensation Director Fees The compensation of the non-employee directors of Pinnacle Entertainment, Inc. (the “Company”), is paid in the form of an annual retainer, meeting and chair fees and stock-based awards. The fees that each non-employee director or committee chair received for his or her service are the followin |
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| March 1, 2018 |
EX-3.1 2 pnkex31123117.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PNK ENTERTAINMENT, INC. (originally incorporated on July 23, 2015 under the name PNK Holdings, Inc.) ARTICLE I The name of the corporation is: PNK Entertainment, Inc. ARTICLE II The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County |
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| March 1, 2018 |
Exhibit 99.1, “Government Regulation and Gaming Issues,” EX-99.1 15 pnkex991123117.htm EXHIBIT 99.1 Exhibit 99.1 GOVERNMENT REGULATION AND GAMING MATTERS The ownership and operation of gaming companies are subject to extensive regulation. In particular, Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio and Pennsylvania have laws, statutes, ordinances and/or regulations (collectively, “Gaming Laws”) affecting the operation of our ga |
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| March 1, 2018 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-376 |
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| March 1, 2018 |
Exhibit 4.23 PINNACLE ENTERTAINMENT, INC. EXECUTIVE AND TEAM MEMBER OTHER STOCK UNIT AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan) Congratulations! I am pleased to inform you that, in recognition of the role you play in the collective success of Pinnacle Entertainment, Inc. (the “Company” or “Pinnacle”), you have been granted an Other Stock Unit Award. This award is |
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| March 1, 2018 |
Computation of Earnings Per Share. EX-11 8 pnkex11123117.htm EXHIBIT 11 Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share For the years ended December 31, Basic Diluted (a) 2017 2016 2015 2017 2016 2015 (in thousands, except per share data) Weighted average number of common shares outstanding 56,518 58,741 61,030 56,518 58,741 61,030 Potential dilution from share-based payment awards (a) — — — 5,393 — 2,291 |
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| March 1, 2018 |
Computation of Ratio of Earnings to Fixed Charges. EX-12 9 pnkex12123117.htm EXHIBIT 12 Exhibit 12 Pinnacle Entertainment, Inc. Computation of Ratio of Earnings to Fixed Charges For the year ended December 31, 2013 2014 2015 2016 2017 (in thousands) Earnings: Pre-tax income (loss) from continuing operations before losses from equity method investments $ (96,254 ) $ 49,592 $ 56,758 $ (485,825 ) $ 47,245 Add: Fixed charges 178,723 261,623 250,313 34 |
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| March 1, 2018 |
EX-4.24 4 pnkex424123117.htm EXHIBIT 4.24 Exhibit 4.24 PINNACLE ENTERTAINMENT, INC. EXECUTIVE AND TEAM MEMBER RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan) Congratulations! I am pleased to inform you that, in recognition of the role you play in the collective success of Pinnacle Entertainment, Inc. (the “Company” or “Pinnacle”), you have been grante |
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| March 1, 2018 |
EX-10.33 7 pnkex1033123117.htm EXHIBIT 10.33 Exhibit 10.33 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EXCURSION BOAT SPONSORSHIP AND OPERATIONS AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EXCURSION BOAT SPONSORSHIP AND OPERATIONS AGREEMENT (the “Second Amendment”) is made and entered into this 16th day of May, 2017, by and between Iowa West Racing Association, an Iowa nonpr |
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| March 1, 2018 |
EX-10.15 5 pnkex1015123117.htm EXHIBIT 10.15 Exhibit 10.15 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made effective the 29th day of November, 2017 (the “Effective Date”) by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Neil E. Walkoff, an individual (“Executive”), with respect to the following |
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| March 1, 2018 |
Subsidiaries of Pinnacle Entertainment, Inc. Exhibit 21 Pinnacle Entertainment, Inc. List of Subsidiaries Subsidiary State of Organization Name(s) under which Subsidiary does Business Ameristar Casino Black Hawk, LLC Colorado Ameristar Black Hawk Ameristar Casino Council Bluffs, LLC Iowa Ameristar Council Bluffs Ameristar Casino East Chicago, LLC Indiana Ameristar East Chicago Ameristar Casino Kansas City, LLC Missouri Ameristar Kansas City |
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| February 28, 2018 |
Exhibit Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES RECORD DATE AND SPECIAL MEETING OF STOCKHOLDERS RELATED TO ITS PROPOSED ACQUISITION BY PENN NATIONAL GAMING LAS VEGAS, February 28, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Pinnacle? or the ?Company?) today announced that it will hold a special meeting of stockholders on March 29, 2018 to vote on matters related to the proposed acqui |
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| February 28, 2018 |
Financial Statements and Exhibits, Other Events Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporat |
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| February 28, 2018 |
Exhibit Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES RECORD DATE AND SPECIAL MEETING OF STOCKHOLDERS RELATED TO ITS PROPOSED ACQUISITION BY PENN NATIONAL GAMING LAS VEGAS, February 28, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Pinnacle? or the ?Company?) today announced that it will hold a special meeting of stockholders on March 29, 2018 to vote on matters related to the proposed acqui |
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| February 28, 2018 |
PNK / Pinnacle Entertainment, Inc. New 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Com |
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| February 28, 2018 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) 425 1 a18-703628k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2018 PENN NATIONAL GAMING, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-24206 23-2234473 (State or other jurisdict |
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| February 28, 2018 |
Exhibit 99.1 Penn National Gaming, Inc. Announces March 29, 2018 as Date for Special Meeting WYOMISSING, PENNSYLVANIA February 28, 2018 Penn National Gaming, Inc. (NASDAQ: PENN) (Penn) today announced that Penn will hold a special meeting of shareholders on March 29, 2018 in connection with Penns pending acquisition of Pinnacle Entertainment, Inc. (NASDAQ: PNK) (Pinnacle). The Penn meetin |
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| February 28, 2018 |
PNK / Pinnacle Entertainment, Inc. New DEFM14A DEFM14A 1 a2234668zdefm14a.htm DEFM14A Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS1 TABLE OF CONTENTS2 TABLE OF CONTENTS3 TABLE OF CONTENTS4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than |
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| February 28, 2018 |
Exhibit 10.1 Execution Version FIRST AMENDMENT This First Amendment, dated as of February 23, 2018 (this ?Agreement?), by and among Penn National Gaming, Inc., a Pennsylvania corporation (?Borrower?), the Guarantors (as defined in the Credit Agreement referred to below), each Consenting Lender, Bank of America, N.A., as L/C Lender, as Swingline Lender and as administrative agent (in such capacity, |
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| February 28, 2018 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) 425 1 a18-703618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2018 PENN NATIONAL GAMING, INC. Commission file number 0-24206 Incorporated Pursuant to the Laws of the Commonwealth of Pennsylvania IRS Employer |
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| February 23, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 8-K 1 form8-kxearningsreleaseq42.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or |
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| February 23, 2018 |
PINNACLE ENTERTAINMENT REPORTS 2017 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS Exhibit Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2017 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS LAS VEGAS, February 23, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the fourth quarter and full year ended December 31, 2017 . 2017 Full Year Highlights: ? Net revenues increased by $183.0 million or 7.7% year over year to |
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| February 23, 2018 |
PINNACLE ENTERTAINMENT REPORTS 2017 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS Exhibit Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2017 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS LAS VEGAS, February 23, 2018 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the fourth quarter and full year ended December 31, 2017 . 2017 Full Year Highlights: ? Net revenues increased by $183.0 million or 7.7% year over year to |
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| February 23, 2018 |
PNK / Pinnacle Entertainment, Inc. New 8-K (Prospectus) 425 1 form8-kxearningsreleaseq42.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2018 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or |
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| February 14, 2018 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pinnacle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348Y105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2018 |
PNK / Pinnacle Entertainment, Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 05)* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348Y105 (CUSIP Number) Calendar Year 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 13, 2018 |
PNK / Pinnacle Entertainment, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 9, 2018 |
PNK / Pinnacle Entertainment, Inc. / VANGUARD GROUP INC Passive Investment pinnacleentertainmentinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Pinnacle Entertainment Inc Title of Class of Securities: Common Stock CUSIP Number: 72348Y105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the |
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| February 8, 2018 |
PENN / Penn National Gaming, Inc. 425 (Prospectus) Filed by Penn National Gaming, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Entertainment, Inc. Commission File No.: 001-37666 On February 8, 2018, Penn National Gaming, Inc. (Penn National) held its fourth quarter 2017 earnings conference call. Below are excerpts from the t |
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| February 8, 2018 |
PENN / Penn National Gaming, Inc. 425 (Prospectus) Filed by Penn National Gaming, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Entertainment, Inc. Commission File No.: 001-37666 The information below is excerpted from the press release of Penn National Gaming, Inc. dated February 8, 2017 announcing its Fourth Quarter 2017 fina |
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| December 22, 2017 |
PNK / Pinnacle Entertainment, Inc. New ESP CORRESP 1 filename1.htm PINNACLE ENTERTAINMENT, INC. 3980 HOWARD HUGHES PARKWAY LAS VEGAS, NEVADA 89169 December 22, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-3561 Attention: Mr. Wilson K. Lee Re: Pinnacle Entertainment, Inc. Form 10-K For The Year Ended December 31, 2016 Filed on February 28, 2017 File No. 001-37 |
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| December 20, 2017 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Pinnacle Entertainment, Inc., Penn National Gaming, Inc. and Franchise Merger Sub, Inc. Dated as of December 17, 2017 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviv |
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| December 20, 2017 |
EX-2.2 3 d450356dex22.htm EX-2.2 Exhibit 2.2 EXECUTION VERSION CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2017 (the “Effective Date”), by and among Gaming and Leisure Properties, Inc. (“GLPI”), Gold Merger Sub, LLC, a Delaware limited liability company (“Pinnacle Landlord”), PA Meadows, LLC, a Delaware limited liability company, a wholly |
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| December 20, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d450356d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2017 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdict |
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| December 20, 2017 |
EX-2.2 Exhibit 2.2 EXECUTION VERSION CONSENT AGREEMENT THIS CONSENT AGREEMENT (this ?Agreement?) is made and entered into as of December 17, 2017 (the ?Effective Date?), by and among Gaming and Leisure Properties, Inc. (?GLPI?), Gold Merger Sub, LLC, a Delaware limited liability company (?Pinnacle Landlord?), PA Meadows, LLC, a Delaware limited liability company, a wholly owned subsidiary of GLPI |
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| December 20, 2017 |
EX-2.1 2 d450356dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Pinnacle Entertainment, Inc., Penn National Gaming, Inc. and Franchise Merger Sub, Inc. Dated as of December 17, 2017 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organization |
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| December 20, 2017 |
PNK / Pinnacle Entertainment, Inc. New FORM 8-K (Prospectus) 425 1 d450356d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2017 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdict |
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| December 20, 2017 |
Exhibit 2.3 EXECUTION VERSION CONSENT AGREEMENT THIS CONSENT AGREEMENT (this ?Agreement?) is made and entered into as of December 17, 2017 (the ?Effective Date?), by and among Gaming and Leisure Properties, Inc. (?GLPI?), Gold Merger Sub, LLC, a Delaware limited liability company (?Pinnacle Landlord?), PA Meadows, LLC, a Delaware limited liability company, a wholly owned subsidiary of GLPI (togeth |
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| December 20, 2017 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Pinnacle Entertainment, Inc., Penn National Gaming, Inc. and Franchise Merger Sub, Inc. Dated as of December 17, 2017 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving Cor |
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| December 20, 2017 |
EX-2.2 3 a17-285924ex2d2.htm EX-2.2 Exhibit 2.2 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of December 17, 2017, by and among BOYD GAMING CORPORATION, BOYD TCIV, LLC, as Purchaser, PENN NATIONAL GAMING, INC., as Parent, and, solely following the execution of a joinder, PINNACLE ENTERTAINMENT, INC., as Seller, and PINNACLE MLS, LLC as Seller Subsidiary TABLE OF CONTENTS Page |
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| December 20, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2017 PENN NATIONAL GAMING, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-24206 23-2234473 (State or other jurisdiction of incorporation) (Com |
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| December 20, 2017 |
EX-2.5 6 a17-285924ex2d5.htm EX-2.5 Exhibit 2.5 EXECUTION VERSION PURCHASE AGREEMENT By and Between PLAINVILLE GAMING AND REDEVELOPMENT, LLC (d/b/a Plainridge Park Casino), a Delaware limited liability company, as Seller, PENN NATIONAL GAMING, INC., a Pennsylvania corporation, as Seller Parent, and GOLD MERGER SUB, LLC, a Delaware limited liability company as Purchaser Dated as of: December 17, 20 |
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| December 20, 2017 |
EX-2.4 5 a17-285924ex2d4.htm EX-2.4 Exhibit 2.4 EXECUTION VERSION MASTER LEASE COMMITMENT AND RENT ALLOCATION AGREEMENT THIS MASTER LEASE COMMITMENT AND RENT ALLOCATION AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2017 (the “Effective Date”), by and among Boyd Gaming Corporation, a Nevada corporation (“Boyd”), Boyd TCIV, LLC a Nevada limited liability company and a whol |
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| December 20, 2017 |
Exhibit 2.6 EXECUTION VERSION PURCHASE AGREEMENT By and Between PENN NATIONAL GAMING, INC., a Pennsylvania corporation, and GOLD MERGER SUB, LLC, a Delaware limited liability company, as Purchaser and upon their execution and delivery of the Joinder, PNK (OHIO), LLC, an Ohio limited liability company, as Seller and PINNACLE ENTERTAINMENT, INC., a Delaware corporation, as Seller Parent Dated as of: |
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| December 19, 2017 |
PENN / Penn National Gaming, Inc. 425 (Prospectus) Filed by Penn National Gaming, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Entertainment, Inc. Commission File No.: 001-37666 On December 18, 2017, Penn National Gaming, Inc. (?Penn National?) hosted a conference call regarding Penn National?s pending acquisition of Pinnacle |
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| December 18, 2017 |
PENN / Penn National Gaming, Inc. 425 (Prospectus) Filed by Penn National Gaming, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Entertainment, Inc. Commission File No.: 001-37666 The following letter was issued to employees of Pinnacle Entertainment, Inc. on December 18, 2017. Dear Pinnacle Team Members, On behalf of Penn Natio |
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| December 18, 2017 |
PENN / Penn National Gaming, Inc. 425 (Prospectus) Filed by Penn National Gaming, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Entertainment, Inc. Commission File No.: 001-37666 The following letter was issued to employees of Penn National Gaming, Inc. on December 18, 2017. To Penn National Team Members: I am writing to share |
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| December 18, 2017 |
EX-99.1 2 a17-285921ex99d1.htm EX-99.1 Exhibit 99.1 Penn National Gaming to Acquire Pinnacle Entertainment Pinnacle Shareholders to Receive $20.00 Per Share in Cash and 0.42 Shares of Penn National Common Stock for Each Pinnacle Share in Transaction Valued at Approximately $2.8 Billion Enhances Penn National’s Position as North America’s Leading Regional Gaming Operator and Further Diversifies Its |
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| December 18, 2017 |
Exhibit 99.2 Penn National?s Transformational Acquisition December 18, 2017 of Pinnacle Entertainment CONFIDENTIAL DRAFT FOR DISCUSSION ONLY This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, Penn National? and Pinnacle? plans, objectives, expectations and inten |
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| December 18, 2017 |
PENN / Penn National Gaming, Inc. 8-K (Prospectus) 425 1 a17-2859218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2017 PENN NATIONAL GAMING, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-24206 23-2234473 (State or other jurisdic |
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| December 18, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 d465550d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2017 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdict |
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| December 18, 2017 |
EX-99.1 Exhibit 99.1 Penn National Gaming to Acquire Pinnacle Entertainment Pinnacle Shareholders to Receive $20.00 Per Share in Cash and 0.42 Shares of Penn National Common Stock for Each Pinnacle Share in Transaction Valued at Approximately $2.8 Billion Enhances Penn National?s Position as North America?s Leading Regional Gaming Operator and Further Diversifies Its Best-in-Class Portfolio of Gam |
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| December 18, 2017 |
EX-99.1 Exhibit 99.1 Penn National Gaming to Acquire Pinnacle Entertainment Pinnacle Shareholders to Receive $20.00 Per Share in Cash and 0.42 Shares of Penn National Common Stock for Each Pinnacle Share in Transaction Valued at Approximately $2.8 Billion Enhances Penn National?s Position as North America?s Leading Regional Gaming Operator and Further Diversifies Its Best-in-Class Portfolio of Gam |
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| December 18, 2017 |
PNK / Pinnacle Entertainment, Inc. New FORM 8-K (Prospectus) 425 1 d465550d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2017 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-37666 47-4668380 (State or Other Jurisdict |
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| December 12, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Com |
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| December 12, 2017 |
EX-10.4 5 d501084dex104.htm EX-10.4 Exhibit 10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is made the 11th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Donna S. Negrotto, an individual (“Executive”), with respect to the following facts and circumstances: RECITALS The Co |
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| December 12, 2017 |
EX-10.1 2 d501084dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made the 11th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Anthony M. Sanfilippo, an individual (“Executive”), with respect to the following facts and circumstances: RECITALS Th |
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| December 12, 2017 |
EX-10.2 3 d501084dex102.htm EX-10.2 Exhibit 10.2 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made the 11th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Carlos A. Ruisanchez, an individual (“Executive”), with respect to the following facts and circumstances: RECITALS The |
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| December 12, 2017 |
EX-10.3 4 d501084dex103.htm EX-10.3 Exhibit 10.3 FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Fourth Amendment”) is made the 11th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Virginia E. Shanks, an individual (“Executive”), with respect to the following facts and circumstances: RECITALS Th |
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| November 30, 2017 |
Pinnacle Entertainment Confirms Discussions with Penn National Gaming EX-99.1 Exhibit 99.1 Pinnacle Entertainment Confirms Discussions with Penn National Gaming LAS VEGAS, November 30, 2017 ? Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Pinnacle? or the ?Company?) today confirmed that it is engaged in discussions with Penn National Gaming, Inc. (NASDAQ: PENN) (?Penn National?) regarding a potential business combination, whereby Penn National would acquire the Compan |
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| November 30, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 d500362d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other juri |
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| November 9, 2017 |
Statement re: Computation of Per Share Earnings. Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended September 30, Basic Diluted (a) 2017 2016 2017 2016 Weighted average number of common shares outstanding 56,799 57,004 56,799 57,004 Potential dilution from share-based awards ? ? 5,081 ? Total shares 56,799 57,004 61,880 57,004 Income (loss) from continuing op |
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| November 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 pnk9301710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissio |
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| November 7, 2017 |
PINNACLE ENTERTAINMENT REPORTS 2017 THIRD QUARTER FINANCIAL RESULTS Exhibit Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2017 THIRD QUARTER FINANCIAL RESULTS LAS VEGAS, November 7, 2017 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the third quarter ended September 30, 2017 . 2017 Third Quarter Highlights: ? Net revenues of $647.4 million increased by $52.2 million or 8.8% year over year and included |
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| November 7, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxearningsreleaseq32.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or o |
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| September 8, 2017 |
PNK / Pinnacle Entertainment, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348Y105 (CUSIP Number) August 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 10, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxearningsreleaseq22.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or ot |
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| August 10, 2017 |
PINNACLE ENTERTAINMENT REPORTS STRONG 2017 SECOND QUARTER FINANCIAL AND OPERATING RESULTS EX-99.1 2 exhibit991-q22017.htm EXHIBIT 99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS STRONG 2017 SECOND QUARTER FINANCIAL AND OPERATING RESULTS LAS VEGAS, August 10, 2017 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the second quarter ended June 30, 2017. Focused Execution Drives Strong Second Quarter Results; Momentum Continue |
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| August 10, 2017 |
Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended June 30, Basic Diluted (a) 2017 2016 2017 2016 Weighted average number of common shares outstanding 56,648 60,791 56,648 60,791 Potential dilution from share-based awards ? ? 5,236 ? Total shares 56,648 60,791 61,884 60,791 Income (loss) from continuing operati |
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| August 10, 2017 |
10-Q 1 pnk6301710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission fil |
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| July 12, 2017 |
424B3 1 d418941d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-219107 PROSPECTUS $500,000,000 Offer to Exchange 5.625% Senior Notes due 2024, Which Have Been Registered Under the Securities Act of 1933, for any and all Outstanding 5.625% Senior Notes Due 2024 The exchange offer: • Pinnacle Entertainment, Inc. will exchange all outstanding 5.625% senior note |
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| July 11, 2017 |
Pinnacle Entertainment, Inc. ESP CORRESP 1 filename1.htm July 11, 2017 VIA EDGAR SUBMISSION Kasey Robinson Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Request for Accelerated Effectiveness of Pinnacle Entertainment, Inc.‘s (Commission File No. 001-37666) Registration Statement on Form S-4, Registration No. 333-219107 (the “Registration Statement”) Dear Ms. Robinson: In accordance with Rule 461 o |
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| July 10, 2017 |
Pinnacle Entertainment, Inc. ESP CORRESP 1 filename1.htm Pinnacle Entertainment, Inc. 3980 Howard Hughes Parkway Las Vegas, NV 89169 July 10, 2017 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Pinnacle Entertainment, Inc. (the “Company”) (Commission File No. 001-37666) Form S-4 (Registration No. 333-219107) Ladies and Gentlemen: The Company is seeking to register $500.0 million in aggregate princi |
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| June 30, 2017 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified |
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| June 30, 2017 |
As filed with the Securities and Exchange Commission on June 30, 2017 S-3ASR 1 d389022ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 30, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdicti |
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| June 30, 2017 |
PINNACLE ENTERTAINMENT, INC., [ ,] as Trustee SENIOR NOTES Dated as of [ ] EX-4.9 2 d389022dex49.htm EX-4.9 Exhibit 4.9 PINNACLE ENTERTAINMENT, INC., and [ ,] as Trustee SENIOR NOTES INDENTURE Dated as of [ ] CROSS REFERENCE TABLE Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 311(a) 7.11 (b) 7.11 312(a) 2.05 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) |
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| June 30, 2017 |
EX-24.1 7 d389022dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anthony M. Sanfilippo, Carlos A. Ruisanchez, and Donna S. Negrotto, and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on h |
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| June 30, 2017 |
Exhibit 99.1 LETTER OF TRANSMITTAL PINNACLE ENTERTAINMENT, INC. $500,000,000 Offer to Exchange 5.625% Senior Notes due 2024, Which Have Been Registered Under the Securities Act of 1933, for any and all Outstanding 5.625% Senior Notes due 2024 (CUSIP Nos. 69354P AA9 and U7264P AA5) Pursuant to the Prospectus dated , 2017 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2017, UN |
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| June 30, 2017 |
Exhibit 12.1 Pinnacle Entertainment, Inc. Computation of Ratio of Earnings to Fixed Charges For the fiscal year ended December 31, For the three months ended March 31, 2012 2013 2014 2015 2016 2016 2017 (in thousands, except for ratios) Earnings: Pre-tax income (loss) from continuing operations before losses from equity method investments $ 22,307 $ (96,254) $ 49,592 $ 56,758 $ (485,825) $ 45,891 |
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| June 30, 2017 |
EX-12.1 Exhibit 12.1 Pinnacle Entertainment, Inc. Computation of Ratio of Earnings to Fixed Charges and Other Ratios Ratio of Earnings to Fixed Charges For the fiscal year ended December 31, For the three months ended March 31, 2012 2013 2014 2015 2016 2016 2017 (in thousands, except for ratios) Earnings: Pre-tax income (loss) from continuing operations before losses from equity method investments |
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| June 30, 2017 |
EX-99.4 9 d418941dex994.htm EX-99.4 Exhibit 99.4 PINNACLE ENTERTAINMENT, INC. $500,000,000 Offer to Exchange 5.625% Senior Notes due 2024, Which Have Been Registered Under the Securities Act of 1933, for any and all Outstanding 5.625% Senior Notes due 2024 (CUSIP Nos. 69354P AA9 and U7264P AA5) Pursuant to the Prospectus dated , 2017 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, |
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| June 30, 2017 |
EX-99.3 8 d418941dex993.htm EX-99.3 Exhibit 99.3 PINNACLE ENTERTAINMENT, INC. $500,000,000 Offer to Exchange 5.625% Senior Notes due 2024, Which Have Been Registered Under the Securities Act of 1933, for any and all Outstanding 5.625% Senior Notes due 2024 (CUSIP Nos. 69354P AA9 and U7264P AA5) Pursuant to the Prospectus dated , 2017 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, |
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| June 30, 2017 |
As filed with the Securities and Exchange Commission on June 30, 2017 Form S-4 Table of Contents As filed with the Securities and Exchange Commission on June 30, 2017 Registration No. |
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| June 30, 2017 |
EX-25.1 8 d389022dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) |
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| June 30, 2017 |
Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR PINNACLE ENTERTAINMENT, INC. $500,000,000 Offer to Exchange 5.625% Senior Notes due 2024, Which Have Been Registered Under the Securities Act of 1933, for any and all Outstanding 5.625% Senior Notes due 2024 (CUSIP Nos. 69354P AA9 and U7264P AA5) Pursuant to the Prospectus dated , 2017 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, O |
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| June 30, 2017 |
Exhibit 4.10 PINNACLE ENTERTAINMENT, INC., and [ ,] as Trustee SENIOR SUBORDINATED AND SUBORDINATED NOTES INDENTURE Dated as of [ ] CROSS REFERENCE TABLE Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 311(a) 7.11 (b) 7.11 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06; 12.02 (d) 7.06 314(a) 4 |
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| June 29, 2017 |
Pinnacle Entertainment, Inc. 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37666 A. Full title of the plan |
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| May 11, 2017 |
Pinnacle Entertainment, Inc. 10-Q (Quarterly Report) 10-Q 1 pnk3311710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| May 11, 2017 |
Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended March 31, Basic Diluted 2017 2016 2017 2016 Weighted average number of common shares outstanding 55,977 61,362 55,977 61,362 Potential dilution from share-based awards — — 4,907 2,209 Total shares 55,977 61,362 60,884 63,571 Income from continuing operations $ |
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| May 11, 2017 |
EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO MASTER LEASE THIS THIRD AMENDMENT TO MASTER LEASE (this “Amendment”) is made and effective as of March 24, 2017 (the “Effective Date”), by and between GOLD MERGER SUB, LLC, a Delaware limited liability company, having an office at c/o Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610, as landlord (together wi |
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| May 10, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxearningsreleaseq12.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other |
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| May 10, 2017 |
PINNACLE ENTERTAINMENT REPORTS 2017 FIRST QUARTER FINANCIAL RESULTS EX-99.1 2 exhibit991-q12017.htm EXHIBIT 99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT REPORTS 2017 FIRST QUARTER FINANCIAL RESULTS LAS VEGAS, May 10, 2017 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the first quarter ended March 31, 2017. Anthony Sanfilippo, Chief Executive Officer of Pinnacle Entertainment, commented, “Broadly, we are |
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| May 5, 2017 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) ( |
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| May 5, 2017 |
Pinnacle Entertainment Elects Anthony M. Sanfilippo as Chairman of the Board EX-99.1 2 exhibit9915517.htm EXHIBIT 99.1 Exhibit 99.1 Pinnacle Entertainment Elects Anthony M. Sanfilippo as Chairman of the Board LAS VEGAS, May 2, 2017 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle” or the “Company”) announced today that its Board of Directors (the “Board”) has elected Anthony M. Sanfilippo as Chairman of the Board, succeeding James L. Martineau in this role. Mr. Sanf |
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| May 5, 2017 |
Pinnacle Entertainment, Inc. 8-K/A (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction |
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| March 14, 2017 |
Pinnacle Entertainment, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Ru |
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| March 14, 2017 |
Pinnacle Entertainment, Inc. DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Ru |
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| March 3, 2017 |
8-K 1 d355533d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdic |
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| February 28, 2017 |
Pinnacle Entertainment, Inc. 10-K (Annual Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 28, 2017 |
EX-10.21 2 pnkex1021123116.htm EXHIBIT 10.21 Exhibit 10.21 Summary of Director Compensation Director Fees The compensation of the non-employee directors of Pinnacle Entertainment, Inc. (the “Company”), is paid in the form of an annual retainer, meeting and chair fees and stock-based awards. The fees that each non-employee director or committee chair, received for his or her service, are the follow |
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| February 28, 2017 |
Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share For the years ended December 31, Basic Diluted (a) 2016 2015 2014 2016 2015 2014 (in thousands, except per share data) Weighted average number of common shares outstanding 58,741 61,030 59,666 58,741 61,030 59,666 Potential dilution from share-based awards (a) — — — — 2,291 1,940 Total shares 58,741 61,030 59,666 58,741 63,3 |
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| February 28, 2017 |
EX-21 5 pnkex21123116.htm EXHIBIT 21 Exhibit 21 Pinnacle Entertainment, Inc. List of Subsidiaries Subsidiary State of Organization Name(s) under which Subsidiary does Business ACE Gaming, LLC New Jersey Ameristar Casino Black Hawk, LLC Colorado Ameristar Black Hawk Ameristar Casino Council Bluffs, LLC Iowa Ameristar Council Bluffs Ameristar Casino East Chicago, LLC Indiana Ameristar East Chicago A |
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| February 28, 2017 |
EX-12 4 pnkex12123116.htm EXHIBIT 12 Exhibit 12 Pinnacle Entertainment, Inc. Computation of Ratio of Earnings to Fixed Charges For the year ended December 31, 2012 2013 2014 2015 2016 (in thousands) Earnings: Pre-tax income (loss) from continuing operations before losses from equity method investments $ 22,307 $ (96,254 ) $ 49,592 $ 56,758 $ (485,825 ) Add: Fixed charges 119,425 178,723 261,623 25 |
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| February 28, 2017 |
EX-99.1 10 pnkex991123116.htm EXHIBIT 99.1 Exhibit 99.1 GOVERNMENT REGULATION AND GAMING MATTERS The ownership and operation of gaming companies are subject to extensive regulation. In particular, Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio and Pennsylvania have laws, statutes, ordinances and/or regulations (collectively, “Gaming Laws”) affecting the operation of our ga |
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| February 22, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxearningsreleaseq42.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or |
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| February 22, 2017 |
PINNACLE ENTERTAINMENT REPORTS 2016 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS EX-99.1 2 exhibit991-q42016.htm EXHIBIT 99.1 PINNACLE ENTERTAINMENT REPORTS 2016 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS LAS VEGAS, February 22, 2017 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) ("Pinnacle" or the "Company") today reported financial results for the fourth quarter and full year ended December 31, 2016. 2016 Fourth Quarter Highlights: • Net revenues were $637.4 million, an in |
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| February 17, 2017 |
8-K 1 d325648d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2017 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other juris |
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| February 17, 2017 |
EX-3.1 2 d325648dex31.htm EX-3.1 Exhibit 3.1 PINNACLE ENTERTAINMENT, INC. AMENDED AND RESTATED BYLAWS AS OF February 15, 2017 AMENDED AND RESTATED BYLAWS OF PINNACLE ENTERTAINMENT, INC. (hereinafter referred to as the “Corporation”) ARTICLE I - STOCKHOLDERS Section 1. Place of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as sha |
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| February 14, 2017 |
PNK / Pinnacle Entertainment, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348Y105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 14, 2017 |
Pinnacle Entertainment, Inc. AMENDMENT NO. 1 (Passive Acquisition of More Than 5% of Shares) Unassociated Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348Y105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2017 |
PNK / Pinnacle Entertainment, Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348Y105 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2017 |
Joint Filing Agreement This will confirm the agreement among the undersigned that the Schedule 13G filed on or about this date and any amendments thereto is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
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| February 13, 2017 |
PNK / Pinnacle Entertainment, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment SC 13G/A 1 pinn.htm DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 9 Name of Issuer: Pinnacle Entertainment, Inc. Title of Class of Securities: Common Stock CUSIP Number: 72348Y105 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A G |
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| February 13, 2017 |
PNK / Pinnacle Entertainment, Inc. / VANGUARD GROUP INC Passive Investment SC 13G 1 pinnacleentertainmentinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Pinnacle Entertainment Inc Title of Class of Securities: Common Stock CUSIP Number: 72348Y105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the ru |
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| December 16, 2016 |
8-K 1 d283352d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other juris |
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| December 16, 2016 |
EX-10.2 Exhibit 10.2 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the Third Amendment) is made this 15th day of December, 2016, effective as of January 1, 2017 (the Effective Date), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the Company), and VIRGINIA E. SHANKS, an individual (Executive), with respect to the following facts |
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| December 16, 2016 |
EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the Second Amendment) is made this 15th day of December, 2016, effective as of January 1, 2017 (the Effective Date), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the Company), and NEIL E. WALKOFF, an individual (Executive), with respect to the following facts |
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| December 16, 2016 |
EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the ?Second Amendment?) is made this 15th day of December, 2016, effective as of January 1, 2017 (the ?Effective Date?), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the ?Company?), and CARLOS A. RUISANCHEZ, an individual (?Executive?), with respect to the following |
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| November 14, 2016 |
Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended September 30, Basic Diluted (a) 2016 2015 2016 2015 Weighted average number of common shares outstanding 57,004 61,187 57,004 61,187 Potential dilution from share-based awards — — — 2,404 Total shares 57,004 61,187 57,004 63,591 Income (loss) from continuing op |
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| November 14, 2016 |
EX-2.4 Exhibit 2.4 SECOND AMENDMENT TO MASTER LEASE THIS SECOND AMENDMENT TO MASTER LEASE (this “Amendment”) is made and effective as of October 25, 2016 (the “Effective Date”), by and between GOLD MERGER SUB, LLC, a Delaware limited liability company, having an office at c/o Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610, as landlord (together |
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| November 14, 2016 |
PNK / Pinnacle Entertainment, Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37666 PINNA |
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| November 14, 2016 |
EX-2.3 Exhibit 2.3 FIRST AMENDMENT TO MASTER LEASE THIS FIRST AMENDMENT TO MASTER LEASE (this “Amendment”) is made and effective as of August 29, 2016 (the “Effective Date”), by and between GOLD MERGER SUB, LLC, a Delaware limited liability company, having an office at c/o Gaming and Leisure Properties, Inc., 825 Berkshire Blvd., Suite 400, Wyomissing, Pennsylvania 19610, as landlord (together wit |
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| November 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxearningsreleaseq32.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or |
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| November 10, 2016 |
PINNACLE ENTERTAINMENT REPORTS 2016 THIRD QUARTER FINANCIAL RESULTS Exhibit PINNACLE ENTERTAINMENT REPORTS 2016 THIRD QUARTER FINANCIAL RESULTS LAS VEGAS, November 10, 2016 - Pinnacle Entertainment, Inc. |
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| November 10, 2016 |
PNK / Pinnacle Entertainment, Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* Pinnacle Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348Y105 (CUSIP Number) October 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| October 12, 2016 |
EX-4.4 Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of October 12, 2016 among PINNACLE ENTERTAINMENT, INC. And J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED GOLDMAN, SACHS & CO. FIFTH THIRD SECURITIES, INC. U.S. BANCORP INVESTMENTS, INC. CREDIT AGRICOLE SECURITIES (USA) INC. DEUTSCHE BANK SECURITIES INC. WELLS FARGO SECURITIES, LLC This Registration Rights Agr |
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| October 12, 2016 |
8-K 1 d263819d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other juris |
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| October 12, 2016 |
EX-4.2 2 d263819dex42.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 12, 2016, between Pinnacle Entertainment, Inc. (f/k/a PNK Entertainment, Inc.), a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture hereinafter referred to (in such |
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| October 12, 2016 |
Pinnacle Entertainment Announces Closing of $125 Million Private Offering of Additional Senior Notes EX-99.1 4 d263819dex991.htm EX-99.1 Exhibit 99.1 Pinnacle Entertainment Announces Closing of $125 Million Private Offering of Additional Senior Notes LAS VEGAS, October 12, 2016 — (GLOBE NEWSWIRE) — Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle”) announced today that it has closed the previously announced private offering of an additional $125.0 million aggregate principal amount of its 5. |
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| October 6, 2016 |
PINNACLE ENTERTAINMENT ANNOUNCES PROPOSED PRIVATE OFFERING OF ADDITIONAL SENIOR NOTES EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES PROPOSED PRIVATE OFFERING OF ADDITIONAL SENIOR NOTES LAS VEGAS, October 6, 2016 Pinnacle Entertainment, Inc. (NASDAQ:PNK) (Pinnacle) announced today that it intends to offer, subject to market and customary conditions, an additional $100.0 million in aggregate principal amount of its 5.625% Senior Notes due 2024 (the additional 2024 notes |
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| October 6, 2016 |
Pinnacle Entertainment, Inc. 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdiction of incorporation) ( |
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| September 13, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d254242d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other juri |
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| September 13, 2016 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION LEASE dated as of September 9, 2016 between PA Meadows, LLC, WTA II, Inc., and CCR Pennsylvania Racing, Inc. Lessor and PNK Development 33, LLC, Lessee with respect to THE MEADOWS RACETRACK & CASINO located in Washington, Pennsylvania TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Captions, Numberings and Headings 16 1.3 Number; Gende |
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| September 13, 2016 |
EX-99.1 3 d254242dex991.htm EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT RECEIVES FINAL REGULATORY APPROVAL NEEDED TO COMPLETE THE ACQUISITION OF THE OPERATIONS OF THE MEADOWS RACETRACK AND CASINO FROM GAMING & LEISURE PROPERTIES, INC. LAS VEGAS, September 7, 2016 — Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle” or the “Company”) announced today the Pennsylvania Gaming Control Board (“PGCB” |
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| August 15, 2016 |
PINNACLE ENTERTAINMENT ANNOUNCES NEW $50 MILLION STOCK REPURCHASE PROGRAM EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES NEW $50 MILLION STOCK REPURCHASE PROGRAM LAS VEGAS, NV, August 15, 2016 ? Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Pinnacle? or the ?Company?) announced today that its Board of Directors has authorized a new $50 million stock repurchase program. The Company intends to fund any share repurchases under the new program without increasing its c |
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| August 15, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdiction of incorporati |
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| August 15, 2016 |
PINNACLE ENTERTAINMENT ANNOUNCES NEW $50 MILLION STOCK REPURCHASE PROGRAM EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES NEW $50 MILLION STOCK REPURCHASE PROGRAM LAS VEGAS, NV, August 15, 2016 ? Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Pinnacle? or the ?Company?) announced today that its Board of Directors has authorized a new $50 million stock repurchase program. The Company intends to fund any share repurchases under the new program without increasing its c |
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| August 15, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdiction of incorporati |
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| August 11, 2016 |
EX-10.6 2 exhibit106063016.htm EXHIBIT 10.6 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 23rd day of May, 2016, effective as of July 1, 2016 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and DONNA S. NEGROTTO, an individual (“Executive”), with respect to the following facts and circum |
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| August 11, 2016 |
PNK / Pinnacle Entertainment, Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37666 PINNACLE E |
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| August 11, 2016 |
Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended June 30, Basic Diluted (a) 2016 2015 2016 2015 Weighted average number of common shares outstanding 60,791 60,976 60,791 60,976 Potential dilution from share-based awards — — — 2,379 Total shares 60,791 60,976 60,791 63,355 Income (loss) from continuing operati |
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| August 9, 2016 |
PINNACLE ENTERTAINMENT REPORTS 2016 SECOND QUARTER FINANCIAL RESULTS EX-99.1 2 exhibit991-q22016.htm EXHIBIT 99.1 PINNACLE ENTERTAINMENT REPORTS 2016 SECOND QUARTER FINANCIAL RESULTS LAS VEGAS, August 9, 2016 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) today reported financial results for the second quarter ended June 30, 2016. On April 28, Former Pinnacle completed the spin-off of its operating businesses and some real property into Pinnacle (the "Company"), a ne |
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| August 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxearningsreleaseq2.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or othe |
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| June 23, 2016 |
PNK / Pinnacle Entertainment, Inc. / HG Vora Capital Management, LLC Passive Investment SC 13G 1 p623160sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pinnacle Entertainment Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348Y105 (CUSIP Number) June 13, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| June 21, 2016 |
Pinnacle Entertainment, Inc. 11-K Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37666 A. Full title of |
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| May 27, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 d199270d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdict |
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| May 27, 2016 |
PINNACLE ENTERTAINMENT ANNOUNCES STOCK REPURCHASE PROGRAM EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES STOCK REPURCHASE PROGRAM LAS VEGAS, NV, May 27, 2016 ? Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Pinnacle? or the ?Company?) announced today that its Board of Directors has authorized a $50 million stock repurchase program. Anthony Sanfilippo, Chief Executive Officer of Pinnacle, commented, ?Our senior leadership and board of directors stron |
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| May 26, 2016 |
EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement (the ?Separation Agreement?) is made as of this 23rd day of May, 2016 by and among Pinnacle Entertainment, Inc., a Delaware corporation (the ?Company?) and John A. Godfrey (?Executive,? and together with the Company, the ?Parties?). WHEREAS, Executive has been employed by the Company (and its predecessor) under |
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| May 26, 2016 |
8-K 1 d196546d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdict |
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| May 24, 2016 |
Pinnacle Entertainment, Inc. FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001- 37666 47-4668380 (State or other jurisdiction of incorporation) |
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| May 12, 2016 |
Pinnacle Entertainment 10-Q (Quarterly Report) 10-Q 1 pnk3311610q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| May 12, 2016 |
EX-2.5 EXHIBIT 2.5 EXECUTION COPY PURCHASE AGREEMENT dated as of March 29, 2016 by and among PNK ENTERTAINMENT, INC. and GLP CAPITAL, L.P. TABLE OF CONTENTS Page ARTICLE I. PURCHASE ASSIGNMENT AND SALE OF ACQUIRED INTERESTS 2 Section 1.01 Purchase Assignment and Sale of Acquired Interests 2 Section 1.02 Retention of Assets 2 ARTICLE II. PURCHASE PRICE; ADJUSTMENTS 2 Section 2.01 Purchase Price 2 S |
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| May 12, 2016 |
Exhibit 11 Pinnacle Entertainment, Inc. Computation of Earnings Per Share (in thousands, except per share data) For the three months ended March 31, Basic Diluted 2016 2015 2016 2015 Weighted average number of common shares outstanding 61,362 60,508 61,362 60,508 Potential dilution from share-based awards — — 2,209 1,888 Total shares 61,362 60,508 63,571 62,396 Income from continuing operations $ |
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| May 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Comm |
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| May 10, 2016 |
PINNACLE ENTERTAINMENT REPORTS RECORD 2016 FIRST QUARTER FINANCIAL RESULTS EX-99.1 2 exhibit991-q12016.htm EXHIBIT 99.1 PINNACLE ENTERTAINMENT REPORTS RECORD 2016 FIRST QUARTER FINANCIAL RESULTS LAS VEGAS, May 10, 2016 - Pinnacle Entertainment, Inc. (NASDAQ: PNK) today reported financial results for the first quarter ended March 31, 2016. 2016 First Quarter Highlights: • Net revenues increased by $7.2 million or 1.3% year over year to $580.0 million. • Consolidated Adjus |
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| April 28, 2016 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2016 PINNACLE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation |
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| April 28, 2016 |
EX-2.3 EXHIBIT 2.3 EXECUTION VERSION EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN PNK ENTERTAINMENT, INC. AND PINNACLE ENTERTAINMENT, INC. Dated April 28, 2016 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of April 28, 2016 is by and between PNK Entertainment, Inc., a Delaware corporation (“OpCo”), and Pinnacle Entertainment, Inc., a Delaware corporation (“Pi |
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| April 28, 2016 |
Pinnacle Entertainment, Inc. FORM S-8 S-8 1 d163518ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 28, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pinnacle Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 47-4668380 (State or other jurisdiction of inco |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
EXHIBIT 10.2 PINNACLE ENTERTAINMENT, INC. EXECUTIVE DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1.1 ?Actuarial Equivalent? 2 1.2 ?Affiliate? 2 1.3 ?Assumed Rights? 2 1.4 ?Base Annual Salary? 2 1.5 ?Beneficiary? 2 1.6 ?Beneficiary Designation Form? 2 1.7 ?Benefit Distribution Date? 2 1.8 ?Benefit Distribution Form? 2 1.9 ?Board? 2 1.10 ?Bonus? 3 1.11 ?Change in Control? |
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| April 28, 2016 |
EXHIBIT 4.1 EXECUTION VERSION PNK ENTERTAINMENT, INC., and Deutsche Bank Trust Company Americas, as Trustee 5.625% SENIOR NOTES DUE 2024 INDENTURE Dated as of April 28, 2016 CROSS REFERENCE TABLE Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 311(a) 7.11 (b) 7.11 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7. |
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| April 28, 2016 |
PINNACLE ENTERTAINMENT, INC. 401(K) INVESTMENT PLAN EX-4.3 4 d171844dex43.htm EX-4.3 Exhibit 4.3 PINNACLE ENTERTAINMENT, INC. 401(K) INVESTMENT PLAN Volume Submitter 401(k) Plan ADOPTION AGREEMENT #003 VOLUME SUBMITTER 401(k) PLAN The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively “Plan”) under the Wells Fargo Bank, N.A. Defined Contribution Volume Submitter Plan and Trust (basic pl |
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| April 28, 2016 |
EXHIBIT 10.1 PINNACLE ENTERTAINMENT, INC. 2016 EQUITY AND PERFORMANCE INCENTIVE PLAN PINNACLE ENTERTAINMENT, INC., a corporation existing under the laws of the State of Delaware (the ?Company?), hereby establishes and adopts the following 2016 Equity and Performance Incentive Plan (the ?Plan?). Certain capitalized terms used in the Plan are defined in Article II. RECITALS WHEREAS, the Company desi |
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| April 28, 2016 |
As filed with the Securities and Exchange Commission on April 28, 2016 S-8 1 d171844ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 28, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pinnacle Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 47-4668380 (State or other jurisdiction of inco |
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| April 28, 2016 |
Pinnacle Entertainment, Inc. S-8 S-8 1 d186541ds8.htm S-8 As filed with the Securities and Exchange Commission on April 28, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pinnacle Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 47-4668380 (State or other jurisdiction (I.R.S. Empl |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
EXHIBIT 10.4 PINNACLE ENTERTAINMENT, INC. EXECUTIVE AND TEAM MEMBER RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan) Congratulations! I am pleased to inform you that, in recognition of the role you play in the collective success of Pinnacle Entertainment, Inc. (the ?Company? or ?Pinnacle?), you have been granted a Restricted Stock Award. This award is |
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| April 28, 2016 |
EX-2.1 EXHIBIT 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PNK ENTERTAINMENT, INC. PINNACLE ENTERTAINMENT, INC. AND, SOLELY WITH RESPECT TO Article VIII, GAMING AND LEISURE PROPERTIES, INC. Dated April 28, 2016 TABLE OF CONTENTS Page Article I DEFINITIONS 1.1 Certain Definitions 2 Article II THE REORGANIZATION 2.1 Transfer of Assets; Assumption of Liabilities 12 2.2 |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
EX-4.1 Exhibit 4.1 NUMBER PNK COMMON STOCK Pinnacle Entertainment® PINNACLE ENTERTAINMENT, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES COMMON STOCK CUSIP 72348Y 10 5 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT SPECIMEN IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF Pinnacle Entertainment, Inc. transferable |
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| April 28, 2016 |
WELLS FARGO BANK, N.A. DEFINED CONTRIBUTION VOLUME SUBMITTER PLAN AND TRUST EX-4.2 3 d171844dex42.htm EX-4.2 Exhibit 4.2 WELLS FARGO BANK, N.A. DEFINED CONTRIBUTION VOLUME SUBMITTER PLAN AND TRUST Defined Contribution Volume Submitter Plan TABLE OF CONTENTS ARTICLE I, DEFINITIONS 1.1 Account 1 1.2 Account Balance or Accrued Benefit 1 1.3 Accounting Date 1 1.4 Adoption Agreement 1 1.5 Advisory Letter 1 1.6 Annuity Contract 1 1.7 Appendix 2 1.8 [Reserved] 2 1.9 Beneficiary |
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| April 28, 2016 |
EXHIBIT 4.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT Dated as of April 28, 2016 between PNK ENTERTAINMENT, INC. And J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED GOLDMAN, SACHS & CO. FIFTH THIRD SECURITIES, INC. U.S. BANCORP INVESTMENTS, INC. CREDIT AGRICOLE SECURITIES (USA) INC. DEUTSCHE BANK SECURITIES INC. WELLS FARGO SECURITIES, LLC This Registration Righ |
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| April 28, 2016 |
Additional abbreviations may also be used though not in the above list. EX-4.1 2 d186541dex41.htm EX-4.1 Exhibit 4.1 PNK PINNACLE ENTERTAINMENT, INC. COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK CUSIP 72348Y 10 5 THIS CERTIFIES THAT SEE REVERSE FOR CERTAIN DEFINITIONS IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF Pinnacle Entertainment, Inc. transferable on the books of the C |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
Pinnacle Entertainment, Inc. S-8 S-8 As filed with the Securities and Exchange Commission on April 28, 2016 Registration No. |
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| April 28, 2016 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PNK ENTERTAINMENT, INC. PNK Entertainment, Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: FIRST: Article I of the Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows: The name of the corporation is: Pinnacle Entertainmen |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
Additional abbreviations may also be used though not in the above list. EX-4.1 Exhibit 4.1 NUMBER PNK COMMON STOCK Pinnacle Entertainment PINNACLE ENTERTAINMENT, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES COMMON STOCK CUSIP 72348Y 10 5 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT SPECIMEN IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF Pinnacle Entertainment, Inc. transferable o |
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| April 28, 2016 |
EXHIBIT 3.2 PINNACLE ENTERTAINMENT, INC. AMENDED AND RESTATED BYLAWS AS OF April 18, 2016 AMENDED AND RESTATED BYLAWS OF PINNACLE ENTERTAINMENT, INC. (hereinafter referred to as the ?Corporation?) ARTICLE I - STOCKHOLDERS Section 1. Place of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time b |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 28, 2016 |
EX-2.4 Table of Contents EXHIBIT 2.4 Execution Copy CREDIT AGREEMENT Dated as of April 28, 2016 among PNK ENTERTAINMENT, INC. (to be renamed Pinnacle Entertainment, Inc.), as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, THE L/C LENDERS PARTY HERETO and JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral A |
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| April 28, 2016 |
EX-2.2 EXHIBIT 2.2 Execution Version MASTER LEASE TABLE OF CONTENTS TO MASTER LEASE Page ARTICLE I 1.1 Leased Property 1 1.2 Single, Indivisible Lease 2 1.3 Term 2 1.4 Renewal Terms 2 ARTICLE II 2.1 Definitions 3 ARTICLE III 3.1 Rent 21 3.2 Late Payment of Rent 22 3.3 Method of Payment of Rent 22 3.4 Net Lease 23 ARTICLE IV 4.1 Impositions 23 4.2 Utilities 24 4.3 Impound Account 24 ARTICLE V 5.1 N |
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| April 28, 2016 |
EX-10.3 12 d188073dex103.htm EX-10.3 EXHIBIT 10.3 PINNACLE ENTERTAINMENT, INC. DIRECTORS DEFERRED COMPENSATION PLAN THIS PINNACLE ENTERTAINMENT, INC. DIRECTORS DEFERRED COMPENSATION PLAN (the “Plan”) is adopted as of the Effective Time (as defined below) by Pinnacle Entertainment, Inc., a Delaware corporation (the “Corporation” and, prior to the Effective Time, known as PNK Entertainment, Inc.), a |
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| April 28, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John A. Godfrey, Donna S. Negrotto and Elliot D. Hoops, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a F |
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| April 21, 2016 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2016 PNK ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Commission |
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| April 21, 2016 |
EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT RECEIVES COLORADO LIMITED GAMING CONTROL COMMISSION APPROVAL TO COMPLETE ITS PROPOSED TRANSACTION WITH GAMING & LEISURE PROPERTIES, INC. LAS VEGAS, April 21, 2016 ? Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Company? or ?PNK?) announced today that the Colorado Limited Gaming Control Commission granted the approvals necessary for the Company to complete |
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| April 20, 2016 |
Pinnacle Entertainment, Inc. FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2016 PNK ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Co |
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| April 20, 2016 |
EX-3.1 2 d158047dex31.htm EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PNK ENTERTAINMENT, INC. (originally incorporated on July 23, 2015 under the name PNK Holdings, Inc.) ARTICLE I The name of the corporation is: PNK Entertainment, Inc. ARTICLE II The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of Ne |
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| April 20, 2016 |
EX-3.2 EXHIBIT 3.2 PNK ENTERTAINMENT, INC. AMENDED AND RESTATED BYLAWS AS OF April 18, 2016 AMENDED AND RESTATED BYLAWS OF PNK ENTERTAINMENT, INC. (hereinafter referred to as the ?Corporation?) ARTICLE I - STOCKHOLDERS Section 1. Place of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by t |
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| April 19, 2016 |
EX-99.1 Investor Presentation April 2016 Exhibit 99.1 Disclaimer Safe Harbor/Non- GAAP Financial Disclosure Forward Looking Statements All statements included in this presentation, other than historical information or statements of historical fact, are ?forward-looking statements? within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 |
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| April 19, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d167679d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2016 PNK ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction |
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| April 18, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2016 PNK ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Co |
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| April 18, 2016 |
EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT RECEIVES LOUISIANA GAMING CONTROL BOARD APPROVAL TO COMPLETE ITS PROPOSED TRANSACTION WITH GAMING & LEISURE PROPERTIES, INC. LAS VEGAS, April 18, 2016 ? Pinnacle Entertainment, Inc. (NASDAQ: PNK) (?Company? or ?PNK?) announced today that the Louisiana Gaming Control Board unanimously granted the approvals necessary for the Company to complete its previou |
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| April 13, 2016 |
PINNACLE ENTERTAINMENT ANNOUNCES PRICING OF TERM LOAN B FACILITY EX-99.1 Exhibit 99.1 PINNACLE ENTERTAINMENT ANNOUNCES PRICING OF TERM LOAN B FACILITY LAS VEGAS, NV, April 13, 2016 Pinnacle Entertainment, Inc. (NASDAQ: PNK) (the Company) announced today that its wholly owned subsidiary, PNK Entertainment, Inc. (PNK Entertainment), has priced its proposed $300 million term loan B facility. The term loans will be issued at a price equal to 99.75% of their f |
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| April 13, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 d163060d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2016 PNK ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction |
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| April 12, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2016 PNK ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-37666 47-4668380 (State or other jurisdiction of incorporation) (Co |
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| April 12, 2016 |
PINNACLE ENTERTAINMENT ANNOUNCES PRICING OF $375 MILLION PRIVATE OFFERING OF SENIOR NOTES EX-99.1 EXHIBIT 99.1 PINNACLE ENTERTAINMENT ANNOUNCES PRICING OF $375 MILLION PRIVATE OFFERING OF SENIOR NOTES LAS VEGAS, NV, April 12, 2016 ? Pinnacle Entertainment, Inc. (NYSE: PNK) (?Pinnacle?) announced today that PNK Entertainment, Inc. (?PNK Entertainment?), its wholly-owned subsidiary, has priced its previously announced private offering of senior notes. The principal amount of the notes is |
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| April 11, 2016 |
EX-99.1 2 d108984dex991.htm EX-99.1 Table of Contents EXHIBIT 99.1 Preliminary Information Statement (Subject to Completion, Dated April 11, 2016) April 11, 2016 Dear Pinnacle Stockholder: I am pleased to inform you that on April 7, 2016, the Board of Directors (“Board”) of Pinnacle Entertainment, Inc. (“Pinnacle”) approved the distribution of all of the shares of common stock of PNK Entertainment |
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| April 11, 2016 |
Pinnacle Entertainment, Inc. 10-12B/A 10-12B/A 1 d108984d1012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on April 11, 2016 File No. 001-37666 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PNK Entertainment, Inc. (Exact Name of Registrant as S |
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| April 8, 2016 |
Pinnacle Entertainment, Inc. ESP CORRESP PNK ENTERTAINMENT, INC. 3980 HOWARD HUGHES PARKWAY LAS VEGAS, NEVADA 89169 April 8, 2016 VIA EDGAR TRANSMISSION Tom Kluck, Esq. Branch Chief Division of Corporation Finance Office of Real Estate and Commodities 100 F Street, N.E. Washington, D.C. 20549 RE: PNK Entertainment, Inc. Registration Statement on Form 10-12B File No. 001-37666 Dear Mr. Kluck: Pursuant to Section 12(d) of the U.S. |
