Churchill Downs Incorporated Announces Proposed Offering of $300 Million of Senior Notes due 2028
December 12 2017 - 7:45AM
Churchill Downs Incorporated (“CDI”) (NASDAQ:CHDN) today announced
that it intends to offer, subject to market and customary
conditions, $300 million in aggregate principal amount of senior
notes due 2028 (the “Notes”) in a private offering.
CDI intends to use the net proceeds from this offering to repay
outstanding indebtedness.
The Notes will be offered in a private offering that is exempt
from registration under the Securities Act of 1933, as amended (the
“Securities Act”). The Notes will be senior unsecured
obligations of CDI and will be guaranteed by each of CDI’s domestic
subsidiaries that guarantee its senior secured credit
facility. The Notes and related guarantees are being offered
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act or,
outside the United States, to persons other than “U.S. persons” in
compliance with Regulation S under the Securities Act.
The Notes and related guarantees will not be and have not been
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.
This press release is issued pursuant to Rule 135c of the
Securities Act, is for informational purposes only and shall
neither constitute an offer to sell nor the solicitation of an
offer to buy the Notes or any other securities. The offering
of the Notes is not being made to any person in any jurisdiction in
which the offer, solicitation or sale is unlawful. The
offering has not been approved by any gaming regulatory authority
having jurisdiction over any of CDI’s casino operations.
About Churchill Downs Incorporated
Churchill Downs Incorporated (CDI) (NASDAQ:CHDN), headquartered
in Louisville, Ky., is an industry-leading racing, gaming and
online entertainment company anchored by our iconic flagship event
- The Kentucky Derby. We are a leader in brick-and-mortar
casino gaming with approximately 10,000 gaming positions in eight
states, and we are the largest legal online account wagering
platform for horseracing in the U.S., through our ownership of
TwinSpires.com. We are also one of the world's largest producers
and distributors of mobile games through Big Fish Games, Inc.
Information set forth in this press release contains various
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Private Securities Litigation Reform Act
of 1995 (the "Act") provides certain "safe harbor" provisions for
forward-looking statements. All forward-looking statements
made in this press release are made pursuant to the Act.
The reader is cautioned that such forward-looking statements are
based on information available at the time and/or management’s good
faith belief with respect to future events, and are subject to
risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the
statements. Forward-looking statements speak only as of the
date the statement was made. We assume no obligation to update
forward-looking information to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking
information. Forward-looking statements are typically identified by
the use of terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,”
“project,” “seek,” “should,” “will,” and similar words, although
some forward-looking statements are expressed differently.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. Important factors
that could cause actual results to differ materially from
expectations include the following: the effect of economic
conditions on our consumers' confidence and discretionary spending
or our access to credit; additional or increased taxes and fees;
public perceptions or lack of confidence in the integrity of our
business; loss of key or highly skilled personnel; restrictions in
our debt facilities limiting our flexibility to operate our
business; general risks related to real estate ownership, including
fluctuations in market values and environmental regulations;
catastrophic events and system failures disrupting our operations,
including the impact of natural and other disasters on our
operations and our ability to obtain insurance recoveries in
respect of such losses; inability to identify and complete
acquisition, expansion or divestiture projects, including the
proposed sale of Big Fish Games, on time, on budget or as planned;
the ability to obtain governmental approvals of the proposed sale
of Big Fish Games on the proposed terms and schedule contemplated
by the parties; disruption from the proposed sale of Big Fish Games
making it more difficult to maintain business and operational
relationships; the possibility that the proposed sale of Big Fish
Games does not close, including, but not limited to, failure to
satisfy the closing conditions set forth in the purchase agreement
related to the sale of Big Fish Games; difficulty in integrating
recent or future acquisitions into our operations; legalization of
online real money gaming in the United States, and our ability to
capitalize on and predict such legalization; inability to respond
to rapid technological changes in a timely manner; inadvertent
infringement of the intellectual property of others; inability to
protect our own intellectual property rights; security breaches and
other security risks related to our technology, personal
information, source code and other proprietary information,
including failure to comply with regulations and other legal
obligations relating to receiving, processing, storing and using
personal information; payment- related risks, such as chargebacks
for fraudulent credit card use; compliance with the Foreign Corrupt
Practices Act or applicable money-laundering regulations; work
stoppages and labor issues; difficulty in attracting a sufficient
number of horses and trainers for full field horseraces; inability
to negotiate agreements with industry constituents, including
horsemen and other racetracks; personal injury litigation related
to injuries occurring at our racetracks; the inability of our
totalisator company, United Tote, to maintain its processes
accurately, keep its technology current or maintain its significant
customers; weather conditions affecting our ability to conduct live
racing; increased competition in the horseracing business; changes
in the regulatory environment of our racing operations; declining
popularity in horseracing; seasonal fluctuations in our horseracing
business due to geographic concentration of our operations;
increased competition in our casino business; changes in regulatory
environment of our casino business; development and expansion of
casinos is costly and susceptible to delays, cost overruns and
other uncertainties; concentration and evolution of slot machine
manufacturing and other technology conditions that could impose
additional costs; impact of further legislation prohibiting tobacco
smoking; geographic concentration of our casino business; changes
in regulatory environment for our advanced deposit wagering
business; increase in competition in the advanced deposit wagering
business; inability to retain current customers or attract new
customers to our advanced deposit wagering business; uncertainty
and changes in the legal landscape relating to our advanced deposit
wagering business; failure to comply with laws requiring us to
block access to certain individuals could result in penalties or
impairment in our ability to offer advanced deposit wagering;
operating in an evolving and highly competitive market related to
Big Fish Games; inability to maintain relationships with third
party mobile platforms related to Big Fish Games; failure to
develop and publish mobile games that achieve market acceptance;
inability to secure new or ongoing content from third party
development partners on favorable terms; programming errors or
flaws or other technical difficulties, diminishing our customers’
experience; “cheating” programs, scam offers, black-markets and
other actions by third parties that seek to exploit our games and
players may affect our reputation and harm our operating results;
slower than expected growth in use of smartphone and tablet devices
to facilitate game platforms; and financial volatility
quarter-to-quarter relating to Big Fish Games.
Contact: Nick Zangari(502) 394-1157Nick Zangari@kyderby.com
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