PNK Pinnacle Entertainment, Inc. (delisted)

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

Registrant’s telephone number, including area code: (702) 541-7777

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note.

On October 15, 2018 (the “Closing Date”), Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”) completed its previously announced merger with Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”), pursuant to an Agreement and Plan of Merger, dated as of December 17, 2017 (the “Merger Agreement”), by and among the Company, Parent and Franchise Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). At the effective time of the Merger (as defined herein) on October 15, 2018 (the “Effective Time”), the Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger. As a result of the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent.

At the Effective Time, each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock (i) owned or held in treasury by the Company or (ii) owned by Parent, its subsidiaries or Merger Sub) was cancelled and automatically converted into the right to receive (i) $20.00 in cash (the “Cash Consideration”) and (ii) 0.42 shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) (the “Exchange Ratio,” and together with the Cash Consideration and cash required to be paid in lieu of fractional shares of Parent Common Stock, the “Merger Consideration”).

At the Effective Time, each outstanding and unexercised Company stock option and each other Company long-term incentive award, whether vested or unvested, that was granted before December 17, 2017, became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company common stock underlying such award (less, in the case of stock options, the applicable exercise price). Performance-based awards granted in 2016 were settled based on actual performance, performance-based awards granted on April 4, 2017 were settled assuming the applicable performance conditions were satisfied, and the remainder of performance-based awards granted in 2017 were settled based on actual performance conditions for 2017 and assuming target performance conditions for 2018 and 2019 were satisfied. Performance conditions with respect to awards granted after December 17, 2018 were deemed satisfied at target as of the Effective Time. A portion of such awards vested as of the Effective Time and was settled for Merger Consideration. Parent assumed the balance of such awards (and the performance-based awards were converted into time-based awards), which will vest subject to continued service with Parent.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to the Company’s Form 8-K filed on December 20, 2017, and incorporated herein by reference.

The foregoing description of the Divestiture Agreements and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Divestiture Agreements, attached as Exhibits 2.2 and 2.6 to Parent’s Form 8-K filed on December 20, 2017, and incorporated herein by reference.

The following executive officers of the Company will resign effective as of October 16, 2018:

Anthony M. Sanfilippo;

Carlos A. Ruisanchez;

Donna S. Negrotto;

Virginia E. Shanks;

Neil E. Walkoff; and

Troy A. Stremming.

The information set forth in the Introductory Note of this Form 8-K is incorporated by reference herein.