$8.9-billion sale

In connection with the termination of the merger agreement, Penn National will receive nearly $1.48 billion, including a $225-million cash termination fee and the purchase of $1.25 billion of Penn National preferred stock by the JV and its equity partners, according to a prepared release. A non-refundable deposit of $700 million was to be wired to Penn National today, according to the release, followed on July 18 by a payment of $775 million to the escrow agent upon the issuance of Series B redeemable preferred stock.

"Based on discussions between Penn National Gaming and PNG, it became apparent to Penn National and its board of directors that the proposed merger transaction would not be completed without significant and lengthy litigation which is inherently unpredictable," Penn National says in the release. "Further, it also became apparent to the company and its board that a re-negotiated, reduced purchase price was not a viable option."

Along with the prospect of litigation, the company also cites uncertainty in "successfully navigating the remaining regulatory approvals and credit facility conditions for funding." As reported on GlobeSt.com in May, when the Pennsylvania Gaming Control Board signed off on the sale, the agreement still awaited approvals in several states. However, the number of states shrank from six to five last month as the Iowa Gaming and Racing Commission gave its okay. The number of pending regulatory approvals was a major factor in the company's decision last month to extend the expiration date of the agreement by 120 days.