Pinnacle Entertainment Inc. disclosed termination fees in its proposed $2.8 billion merger with Penn National Gaming Inc.
If regulatory hurdles are not cleared by the companies by Oct. 31, 2018, or the extension date of Nov. 6, 2018, Penn will be required to pay Pinnacle a termination fee of $125 million, unless the injunction or missed merger deadline was a result of Pinnacle being in material breach of certain provisions in its proposed merger agreement with Penn.
Pinnacle will owe Penn a $30 million fixed-expense reimbursement if Pinnacle shareholders fail to approve the merger, while Penn will be required to pay Pinnacle $60 million if Penn shareholders do not approve the merger. Pinnacle will owe Penn a $60 million termination fee if Pinnacle's board recommends against the merger, and Penn will owe Pinnacle a $60 million termination fee if Penn's board recommends against the merger.
If Pinnacle accepts and enters into a superior proposal, Pinnacle will have to pay Penn a $60 million termination fee.