SecProbe.io

CORRESP
1
filename1.htm

  May 9, 2025

Via Edgar

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    PENN Entertainment, Inc.

    PREC14A filed April 28, 2025 by Parag Vora et al.

    File No. 000-24206

    PRRN14A filed May 7, 2025 by Parag Vora et al.

    File No. 000-24206

    PRRN14A filed May 9, 2025 by Parag Vora et al.

    File No. 000-24206

Dear Mr. Grady:

This letter is being submitted
on behalf of HG Vora Capital Management, LLC and certain of its affiliates and the other persons named as participants in the above referenced
materials filed on Schedule PREC14A on April 28, 2025 (the “April 28 Preliminary Proxy Statement”), Schedule PRRN14A
on May 7, 2025 (the “May 7 Preliminary Proxy Statement”) and Schedule PRRN14A on May 9, 2025 (the “May 9 Preliminary
Proxy Statement”, together with the April 28 Preliminary Proxy Statement and May 7 Preliminary Proxy Statement, the “Preliminary
Proxy Statement”). This letter responds to the comments of the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “SEC”) contained in the letter dated May 8, 2025 (the “Comment Letter”)
with respect to the April 28 Preliminary Proxy Statement.

The responses set forth in
this letter are numbered to correspond to the numbered comments in the Comment Letter. For ease of reference, we have also included in
each case the text of the applicable comment from the Comment Letter in italicized form below. Capitalized terms that are not otherwise
defined have the meanings ascribed to them in the Preliminary Proxy Statement.

*     *     *     *     *

PRRN14A filed May 7, 2025

General

 1. Refer to your disclosure on the first page of your preliminary proxy statement that “[d]espite
the Company naming Mr. Hartnett and Mr. Ruisanchez in its definitive proxy statement, in light of the Company’s eleventh-hour switch
regarding its intended nominees, there can be no assurances that either of Mr. Hartnett or Mr. Ruisanchez will in fact be the Company’s
nominees for election to the Board at the Annual Meeting.” The same disclosure appears on page 25. Please revise to remove the implication
that, even if Mr. Hartnett and Mr. Ruisanchez will serve as nominees, the Company could use its discretionary authority to nominate a
different nominee.

Response:

We have revised the disclosure on the
first page and page 25 of the Proxy Statement in response to the Staff’s comment.

 2. We note that your proxy card presents Mr. Hartnett and Mr. Ruisanchez under the title “HG VORA’S
NOMINEES.” For clarity, please revise the title to present such nominees as nominees of both HG Vora and the Company.

Response:

We have revised the disclosure on our
proxy card in response to the Staff’s comment.

Questions and Answers Relating to this Proxy
Solicitation, page 16

 3. Your disclosure indicates that “under the current circumstances of a contested election, none
of the proposals are considered ‘routine’ and, accordingly, if you are a beneficial owner holding shares of Common Stock through
a broker and we have provided our solicitation materials to you with respect to such shares, your broker is not permitted to vote your
shares of Common Stock on any proposal without receiving instructions from you.” We note, however, that the Company’s proxy
statement indicates that Proposal 2, the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm, is considered routine, without qualification. Please revise your disclosure accordingly, or provide
support for your assertion that brokers, in the circumstances you describe, will not be permitted to vote shares of Common Stock on the
auditor ratification proposal without receiving instructions from shareholders.

Response:

We have revised the disclosure on page
21 of the Proxy Statement in response to the Staff’s comment.

*     *     *     *     *

        2

We hope that the foregoing
has been responsive to the Staff’s comments. Please do not hesitate to contact me at (212) 763-1818 or by email at richard.brand@whitecase.com
with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

    Sincerely,

    /s/ Richard Brand

    Richard Brand

    cc:
    Gregory Pryor, White & Case LLP

    Jaye Kasper, White & Case LLP

    Mandy Lam, HG Vora Capital Management, LLC

3