Latest news with #PENNEntertainment


Business Wire
2 days ago
- Business
- Business Wire
PENN Entertainment, Inc. Announces Final Settlement Terms of Previously Announced Note Repurchase Transactions
WYOMISSING, Pa.--(BUSINESS WIRE)--PENN Entertainment, Inc. ('PENN' or the 'Company') (Nasdaq: PENN) announced today the final settlement terms of its previously announced note repurchase transactions, pursuant to which the Company agreed to repurchase for cash consideration certain of the Company's outstanding 2.75% Convertible Senior Notes due 2026 (the 'Convertible Senior Notes') through separate and privately negotiated repurchase transactions (such repurchased notes, the 'Repurchased Notes', and each such transaction, a 'Note Repurchase Transaction'). The aggregate cash payment for such Note Repurchase Transactions is approximately $233.5 million, which was determined following an averaging period beginning on June 16, 2025 through June 18, 2025 and is inclusive of accrued and unpaid interest on the Repurchased Notes. After giving effect to the repurchase and cancellation of the Repurchased Notes, the Company will have approximately $106.7 million in aggregate principal amount of Convertible Senior Notes outstanding. The Note Repurchase Transactions eliminate approximately 9.6 million shares from the Company's diluted share count that were associated with the Convertible Senior Notes. Additionally, the Company remains committed to its previously stated goal to repurchase at least $350 million of shares in 2025, which is incremental to the Note Repurchase Transactions. HudsonWest LLC acted as exclusive financial advisor to the Company in connection with the Note Repurchase Transactions. About PENN Entertainment, Inc. PENN Entertainment, Inc., together with its subsidiaries ('PENN,' or the 'Company'), is North America's leading provider of integrated entertainment, sports content, and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino ®, L'Auberge ®, ESPN BET™, and theScore BET Sportsbook and Casino ®. PENN's ability to leverage its partnership with ESPN, the 'worldwide leader in sports,' and its ownership of theScore ®, the top digital sports media brand in Canada, is central to the Company's highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN's focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform, and an in-house iCasino content studio (PENN Game Studios). The Company's portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its approximately 32 million members a unique set of rewards and experiences. Forward Looking Statements This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as 'expects,' 'believes,' 'estimates,' 'projects,' 'intends,' 'plans,' 'goal,' 'seeks,' 'may,' 'will,' 'should,' or 'anticipates' or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding the Company's commitment to repurchase shares. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty; competition with other entertainment, sports content, and gaming experiences; the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions; our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions; the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity; the impact of indemnification obligations under the Barstool SPA; our ability to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company's or ESPN's control; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company and ESPN to terminate the Sportsbook Agreement between the companies; the ability of the Company and ESPN to agree to extend the initial 10-year term of the Sportsbook Agreement on mutually satisfactory terms, if at all, and the costs and obligations of such terms if agreed; the outcome of any legal proceedings that may be instituted against the Company, ESPN or their respective directors, officers or employees; the ability of the Company or ESPN to retain and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; adverse outcomes of litigation involving the Company, including litigation in connection with our 2025 annual meeting of shareholders; our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur.
Yahoo
10-06-2025
- Business
- Yahoo
1 of Wall Street's Favorite Stock Worth Your Attention and 2 to Steer Clear Of
Wall Street is overwhelmingly bullish on the stocks in this article, with price targets suggesting significant upside potential. However, it's worth remembering that analysts rarely issue sell ratings, partly because their firms often seek other business from the same companies they cover. At StockStory, we look beyond the headlines with our independent analysis to determine whether these bullish calls are justified. Keeping that in mind, here is one stock where Wall Street's excitement appears well-founded and two where its enthusiasm might be excessive. Consensus Price Target: $21.31 (29.3% implied return) Established in 1982, PENN Entertainment (NASDAQ:PENN) is a diversified American operator of casinos, sports betting, and entertainment venues. Why Should You Sell PENN? 1% annual revenue growth over the last two years was slower than its consumer discretionary peers Earnings per share fell by 30.4% annually over the last five years while its revenue grew, showing its incremental sales were much less profitable Eroding returns on capital from an already low base indicate that management's recent investments are destroying value PENN Entertainment's stock price of $16.48 implies a valuation ratio of 1.6x forward EV-to-EBITDA. If you're considering PENN for your portfolio, see our FREE research report to learn more. Consensus Price Target: $204.33 (15.8% implied return) Based in Pittsburgh, WESCO (NYSE:WCC) provides electrical, industrial, and communications products and augments them with services such as supply chain management. Why Are We Cautious About WCC? Organic revenue growth fell short of our benchmarks over the past two years and implies it may need to improve its products, pricing, or go-to-market strategy Earnings per share have dipped by 14.3% annually over the past two years, which is concerning because stock prices follow EPS over the long term Free cash flow margin shrank by 3.4 percentage points over the last five years, suggesting the company is consuming more capital to stay competitive WESCO is trading at $176.51 per share, or 12.4x forward P/E. Read our free research report to see why you should think twice about including WCC in your portfolio, it's free. Consensus Price Target: $39 (16.8% implied return) Founded in 1987, American Superconductor (NASDAQ:AMSC) has shifted from superconductor research to developing power systems, adapting to changing energy grid needs and naval technology requirements. Why Is AMSC a Good Business? Annual revenue growth of 45% over the past two years was outstanding, reflecting market share gains this cycle Free cash flow turned positive over the last five years, showing the company has crossed a key inflection point Rising returns on capital show the company is starting to reap the benefits of its past investments At $33.39 per share, American Superconductor trades at 62.4x forward P/E. Is now a good time to buy? See for yourself in our comprehensive research report, it's free. Donald Trump's victory in the 2024 U.S. Presidential Election sent major indices to all-time highs, but stocks have retraced as investors debate the health of the economy and the potential impact of tariffs. While this leaves much uncertainty around 2025, a few companies are poised for long-term gains regardless of the political or macroeconomic climate, like our Top 9 Market-Beating Stocks. This is a curated list of our High Quality stocks that have generated a market-beating return of 183% over the last five years (as of March 31st 2025). Stocks that made our list in 2020 include now familiar names such as Nvidia (+1,545% between March 2020 and March 2025) as well as under-the-radar businesses like the once-small-cap company Exlservice (+354% five-year return). Find your next big winner with StockStory today for free.
Yahoo
09-06-2025
- Business
- Yahoo
HG Vora: Now is Your Last Chance to Vote for Genuine, Shareholder-Driven Change at PENN Entertainment
Leading Proxy Advisory Firms ISS and Egan-Jones Recommend Shareholders Vote "FOR" All Three Director Candidates Nominated by HG Vora – William Clifford, Johnny Hartnett and Carlos Ruisanchez – Using the GOLD Proxy Card Voting Instructions Accessible at NEW YORK, June 09, 2025--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") sent a letter to shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ("PENN" or the "Company") urging them to cast their votes "FOR" the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Company's Board of Directors (the "Board") on the GOLD proxy card at PENN's 2025 Annual Meeting of Shareholders (the "Annual Meeting"), scheduled for June 17, 2025. The full text of the letter is attached and accessible online at alongside other relevant materials. Shareholders with questions about how to vote their shares should contact HG Vora's proxy solicitor, Okapi Partners, by telephone at 877-629-6355 or email at info@ Cautionary Statement Regarding Forward-Looking Statements The information herein contains "forward-looking statements" that can be identified by the fact that they do not relate strictly to historical or current facts. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "intends," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. Certain Information Concerning the Participants HG Vora and the other Participants (as defined below) filed a definitive proxy statement and accompanying gold universal proxy card with the SEC on May 12, 2025 to be used to solicit proxies for the election of its slate of director nominees at the 2025 annual meeting of shareholders (the "2025 Annual Meeting") of PENN Entertainment, Inc. ("PENN"). The participants in the proxy solicitation are currently anticipated to be HG Vora Capital Management, LLC (the "Investment Manager"), HG Vora Special Opportunities Master Fund, Ltd. ("Master Fund"), Downriver Series LP – Segregated Portfolio C ("Downriver"), Parag Vora ("Mr. Vora" and, collectively with Investment Manager, Master Fund and Downriver, "HG Vora"), Johnny Hartnett, Carlos Ruisanchez and William Clifford (collectively all of the foregoing, the "Participants"). As of the date hereof, (i) Master Fund directly owns 3,825,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of PENN, including 100 shares of Common Stock as the record holder and (ii) Downriver directly owns 3,425,000 shares of Common Stock, including 100 shares of Common Stock as the record holder (collectively, the 7,250,000 shares of Common Stock owned by Master Fund and Downriver, the "HG Vora Shares"). The HG Vora Shares collectively represent approximately 4.80% of the outstanding shares of Common Stock, based on the 150,852,769 shares of Common Stock outstanding as of April 24, 2025, as disclosed by PENN on its proxy statement for the Annual Meeting. The Investment Manager is the investment manager of Master Fund and Downriver, each of which have delegated all investment and voting decisions to the Investment Manager. Mr. Vora is the manager of the Investment Manager and has authority over day-to-day operations and investment and voting decisions, including with respect to the HG Vora Shares, of the Investment Manager. Each of the Investment Manager and Mr. Vora may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the HG Vora Shares and indirect ownership thereof. Mr. Ruisanchez directly owns 3,150 shares of Common Stock. Neither Mr. Clifford nor Mr. Hartnett beneficially own any shares of Common Stock. Certain of the Participants are also from time to time party to certain derivative instruments that provide economic exposure to PENN's Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed. Important Information and Where to Find It HG VORA STRONGLY ADVISES ALL SHAREHOLDERS OF THE CORPORATION TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY AND ACCOMPANYING PROXY CARD WILL ALSO BE FURNISHED TO SOME OR ALL OF THE COMPANY'S SHAREHOLDERS. SHAREHOLDERS MAY DIRECT A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 629-6355). View source version on Contacts InvestorsBruce Goldfarb/Chuck GarskeOkapi Partners(877) 629-6355MediaJonathan Gasthalter/Nathaniel Garnick/Iain HughesGasthalter & Co.(212) 257-4170 Sign in to access your portfolio
Yahoo
09-06-2025
- Business
- Yahoo
HG Vora: Now is Your Last Chance to Vote for Genuine, Shareholder-Driven Change at PENN Entertainment
Leading Proxy Advisory Firms ISS and Egan-Jones Recommend Shareholders Vote "FOR" All Three Director Candidates Nominated by HG Vora – William Clifford, Johnny Hartnett and Carlos Ruisanchez – Using the GOLD Proxy Card Voting Instructions Accessible at NEW YORK, June 09, 2025--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") sent a letter to shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ("PENN" or the "Company") urging them to cast their votes "FOR" the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Company's Board of Directors (the "Board") on the GOLD proxy card at PENN's 2025 Annual Meeting of Shareholders (the "Annual Meeting"), scheduled for June 17, 2025. The full text of the letter is attached and accessible online at alongside other relevant materials. Shareholders with questions about how to vote their shares should contact HG Vora's proxy solicitor, Okapi Partners, by telephone at 877-629-6355 or email at info@ Cautionary Statement Regarding Forward-Looking Statements The information herein contains "forward-looking statements" that can be identified by the fact that they do not relate strictly to historical or current facts. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "intends," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. Certain Information Concerning the Participants HG Vora and the other Participants (as defined below) filed a definitive proxy statement and accompanying gold universal proxy card with the SEC on May 12, 2025 to be used to solicit proxies for the election of its slate of director nominees at the 2025 annual meeting of shareholders (the "2025 Annual Meeting") of PENN Entertainment, Inc. ("PENN"). The participants in the proxy solicitation are currently anticipated to be HG Vora Capital Management, LLC (the "Investment Manager"), HG Vora Special Opportunities Master Fund, Ltd. ("Master Fund"), Downriver Series LP – Segregated Portfolio C ("Downriver"), Parag Vora ("Mr. Vora" and, collectively with Investment Manager, Master Fund and Downriver, "HG Vora"), Johnny Hartnett, Carlos Ruisanchez and William Clifford (collectively all of the foregoing, the "Participants"). As of the date hereof, (i) Master Fund directly owns 3,825,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of PENN, including 100 shares of Common Stock as the record holder and (ii) Downriver directly owns 3,425,000 shares of Common Stock, including 100 shares of Common Stock as the record holder (collectively, the 7,250,000 shares of Common Stock owned by Master Fund and Downriver, the "HG Vora Shares"). The HG Vora Shares collectively represent approximately 4.80% of the outstanding shares of Common Stock, based on the 150,852,769 shares of Common Stock outstanding as of April 24, 2025, as disclosed by PENN on its proxy statement for the Annual Meeting. The Investment Manager is the investment manager of Master Fund and Downriver, each of which have delegated all investment and voting decisions to the Investment Manager. Mr. Vora is the manager of the Investment Manager and has authority over day-to-day operations and investment and voting decisions, including with respect to the HG Vora Shares, of the Investment Manager. Each of the Investment Manager and Mr. Vora may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the HG Vora Shares and indirect ownership thereof. Mr. Ruisanchez directly owns 3,150 shares of Common Stock. Neither Mr. Clifford nor Mr. Hartnett beneficially own any shares of Common Stock. Certain of the Participants are also from time to time party to certain derivative instruments that provide economic exposure to PENN's Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed. Important Information and Where to Find It HG VORA STRONGLY ADVISES ALL SHAREHOLDERS OF THE CORPORATION TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY AND ACCOMPANYING PROXY CARD WILL ALSO BE FURNISHED TO SOME OR ALL OF THE COMPANY'S SHAREHOLDERS. SHAREHOLDERS MAY DIRECT A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 629-6355). View source version on Contacts InvestorsBruce Goldfarb/Chuck GarskeOkapi Partners(877) 629-6355MediaJonathan Gasthalter/Nathaniel Garnick/Iain HughesGasthalter & Co.(212) 257-4170


Business Wire
09-06-2025
- Business
- Business Wire
HG Vora: Now is Your Last Chance to Vote for Genuine, Shareholder-Driven Change at PENN Entertainment
NEW YORK--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, 'HG Vora') sent a letter to shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ('PENN' or the 'Company') urging them to cast their votes 'FOR' the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Company's Board of Directors (the 'Board') on the GOLD proxy card at PENN's 2025 Annual Meeting of Shareholders (the 'Annual Meeting'), scheduled for June 17, 2025. The full text of the letter is attached and accessible online at alongside other relevant materials. Shareholders with questions about how to vote their shares should contact HG Vora's proxy solicitor, Okapi Partners, by telephone at 877-629-6355 or email at info@ Cautionary Statement Regarding Forward-Looking Statements The information herein contains 'forward-looking statements' that can be identified by the fact that they do not relate strictly to historical or current facts. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as 'may,' 'will,' 'expects,' 'believes,' 'anticipates,' 'plans,' 'intends,' 'estimates,' 'projects,' 'potential,' 'targets,' 'forecasts,' 'seeks,' 'could,' 'should' or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. Certain Information Concerning the Participants HG Vora and the other Participants (as defined below) filed a definitive proxy statement and accompanying gold universal proxy card with the SEC on May 12, 2025 to be used to solicit proxies for the election of its slate of director nominees at the 2025 annual meeting of shareholders (the '2025 Annual Meeting') of PENN Entertainment, Inc. ('PENN'). The participants in the proxy solicitation are currently anticipated to be HG Vora Capital Management, LLC (the 'Investment Manager'), HG Vora Special Opportunities Master Fund, Ltd. ('Master Fund'), Downriver Series LP – Segregated Portfolio C ('Downriver'), Parag Vora ('Mr. Vora' and, collectively with Investment Manager, Master Fund and Downriver, 'HG Vora'), Johnny Hartnett, Carlos Ruisanchez and William Clifford (collectively all of the foregoing, the 'Participants'). As of the date hereof, (i) Master Fund directly owns 3,825,000 shares of common stock, par value $0.001 per share (the 'Common Stock'), of PENN, including 100 shares of Common Stock as the record holder and (ii) Downriver directly owns 3,425,000 shares of Common Stock, including 100 shares of Common Stock as the record holder (collectively, the 7,250,000 shares of Common Stock owned by Master Fund and Downriver, the 'HG Vora Shares'). The HG Vora Shares collectively represent approximately 4.80% of the outstanding shares of Common Stock, based on the 150,852,769 shares of Common Stock outstanding as of April 24, 2025, as disclosed by PENN on its proxy statement for the Annual Meeting. The Investment Manager is the investment manager of Master Fund and Downriver, each of which have delegated all investment and voting decisions to the Investment Manager. Mr. Vora is the manager of the Investment Manager and has authority over day-to-day operations and investment and voting decisions, including with respect to the HG Vora Shares, of the Investment Manager. Each of the Investment Manager and Mr. Vora may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the HG Vora Shares and indirect ownership thereof. Mr. Ruisanchez directly owns 3,150 shares of Common Stock. Neither Mr. Clifford nor Mr. Hartnett beneficially own any shares of Common Stock. Certain of the Participants are also from time to time party to certain derivative instruments that provide economic exposure to PENN's Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed. Important Information and Where to Find It HG VORA STRONGLY ADVISES ALL SHAREHOLDERS OF THE CORPORATION TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY AND ACCOMPANYING PROXY CARD WILL ALSO BE FURNISHED TO SOME OR ALL OF THE COMPANY'S SHAREHOLDERS. SHAREHOLDERS MAY DIRECT A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 629-6355).