Penn National Gaming, Inc. (Nasdaq: PENN) (“Penn”) announced today that it is commencing a cash tender offer for any and all of the $200 million aggregate outstanding principal amount of its 6⅞% senior subordinated notes due 2011 (CUSIP No. 707569AH2) (the “Notes”) and a related consent solicitation to effect certain amendments and waivers to the indenture governing the Notes. Penn is conducting the tender offer and consent solicitation in order to refinance a portion of its existing debt.

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on September 3, 2009, unless extended or earlier terminated by Penn (the “Expiration Date”). The consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on August 19, 2009, unless extended or earlier terminated by Penn (the “Consent Payment Deadline”).

Upon the terms and subject to the conditions of the tender offer and consent solicitation, Penn will pay the “Total Consideration” to holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents to the proposed amendments on or prior to the Consent Payment Deadline.

The “Total Consideration” is equal to $1,000 for each $1,000 principal amount of Notes tendered plus accrued and unpaid interest on that principal amount to, but not including, the closing date from June 1, 2009, the most recent interest payment date preceding the closing date. The Total Consideration includes a Consent Payment of $10 for each $1,000 principal amount of Notes tendered. The Total Consideration minus the Consent Payment is referred to as the “Tender Offer Consideration.”

The Total Consideration will be payable only in respect of Notes validly tendered (and not validly withdrawn) on or prior to the Consent Payment Deadline that are accepted for payment upon the terms and subject to the conditions of the tender offer and consent solicitation.

Holders who tender Notes after the Consent Payment Deadline and on or prior to the Expiration Date will not be eligible to receive the Consent Payment. Such holders will only be eligible to receive the Tender Offer Consideration in respect of Notes validly tendered on or prior to the Expiration Date that are accepted for payment upon the terms and subject to the conditions of the tender offer and consent solicitation.

Notes tendered on or prior to the Consent Payment Deadline may be validly withdrawn and the related consents validly revoked at any time on or prior to the Consent Payment Deadline. Holders may not withdraw tendered Notes or revoke the related consents after the Consent Payment Deadline except in certain limited circumstances.

Holders who validly tender their Notes will be deemed to have validly delivered their consents by such tender. Holders may not deliver consents without also tendering Notes. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates, and any withdrawal of previously tendered Notes will revoke the related consents.