Churchill Downs Incorporated Announces Upsized Offering of $1,200 Million of Senior Notes due 2030

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[{"type":"text","content":"LOUISVILLE, Ky., March 30, 2022 (GLOBE NEWSWIRE) -- Churchill Downs Incorporated (“CDI” or the “Company”) (Nasdaq: CHDN) today announced that CDI Escrow Issuer, Inc. (the “Escrow Issuer”), a wholly owned subsidiary of CDI, successfully priced an upsized offering of $1,200 million in aggregate principal amount of its 5.750% senior notes due 2030 (the “Notes”). The offering of the Notes is expected to close on April 13, 2022, subject to customary closing conditions. The offering of the Notes is part of the financing for the proposed acquisition by CDI of substantially all of the assets of Peninsula Pacific Entertainment LLC (“P2E”), a Delaware limited liability company (the “Acquisition”). The proceeds of the proposed offering will be placed in escrow pending satisfaction of certain conditions, including, without limitation, the consummation of the Acquisition. Upon satisfaction of such escrow conditions, CDI will assume the Escrow Issuer’s obligations under the Notes and the indenture that will govern the Notes, and certain of CDI’s subsidiaries, after giving effect to the Acquisition (including P2E and certain of its subsidiaries), will guarantee CDI’s obligations under the Notes. Upon satisfaction of the escrow conditions, CDI intends to use the net proceeds from the offering, together with borrowings under the senior secured credit facilities, to (i) finance the consummation of the Acquisition and (ii) pay related transaction fees and expenses. The offer and sale of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold within the United States to, or for the benefit of, U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and offered and sold outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The Company will agree to register the Notes for resale to the extent they are not freely tradable under the Securities Act a year after their issuance. The Notes will not be listed on any securities exchange or automated...

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