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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): March 10, 2021

Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)

Kentucky

001-33998

61-0156015

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

600 North Hurstbourne Parkway, Suite 400

Louisville,

Kentucky

40222

(Address of Principal Executive Offices)

(Zip Code)

(502)-636-4400

(Registrant's telephone number, including area code)

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.

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, No Par Value			CHDN			The Nasdaq Stock Market LLC

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.			☐

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Item 7.01.    Regulation FD Disclosure.

Churchill Downs Incorporated ("CDI" or the "Company") (Nasdaq: CHDN) today announced that it successfully priced its previously announced offering of $200 million in aggregate principal amount of its 4.75% senior notes due 2028 (the "Additional Notes"). In addition, CDI announced the pricing of a $300 million senior secured Term Loan B (the "Term Loan B") due 2028. The Additional Notes were priced at 103.25% of the principal amount and the Term Loan B was priced at LIBOR plus 200 basis points.

The offering of the Additional Notes is expected to close on March 17th, 2021, and the Term Loan B is expected to close concurrently with the Additional Notes, subject to customary closing conditions.

The Additional Notes will be issued as additional notes under an indenture dated as of December 27, 2017 pursuant to which the Company previously issued $500 million in aggregate principal amount of its 4.75% senior notes due 2028 (the “Existing Notes”). The Additional Notes will have identical terms to the Existing Notes, other than the issue date and the issue price and will be treated as a single class of notes with the Existing Notes for all purposes under the indenture.

CDI intends to use the net proceeds from the offering, together with the proceeds of the Term Loan B and Revolver, to (i) repay indebtedness outstanding under its Revolving Credit Facility, including indebtedness incurred in connection with the offering of the Additional Notes and CDI’s entry into the Term Loan B, (ii) fund related transaction fees and expenses, and (iii) for working capital and other general corporate purposes.

The offer and sale of the Additional 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 Additional 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 Additional Notes for resale to the extent they are not freely tradable under the Securities Act a year after their issuance. The Additional Notes will not be listed on any securities exchange or automated quotation system.

This information in Item 7.01 of this Current Report on Form 8-K, including the exhibit relating hereto, is furnished pursuant to Item 7.01 and shall not be deemed "filed" under the Securities Exchange Act of 1934, as amended.

Item 9.01.    Financial Statements and Exhibits.

			(d)						Exhibits
			Exhibit Number						Description
			99.1						Press Release, dated March 10, 2021, issued by Churchill Downs Incorporated
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto, duly authorized.

 

						CHURCHILL DOWNS INCORPORATED
March 10, 2021						/s/ Marcia A. Dall
						By: Marcia A. Dall
						Title: Executive Vice President and Chief Financial Officer
						(Principal Financial and Accounting Officer)

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