Churchill Downs Incorporated Announces Definitive Agreement to Assume Management of Lady Luck Casino Nemacolin
August 13 2018 - 8:30AM
Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) announced today
that it has signed an asset purchase agreement (the “Asset Purchase
Agreement”) pursuant to which CDI will assume management of Lady
Luck Casino Nemacolin in Farmington, Pennsylvania (“Lady Luck
Nemacolin”) and acquire certain assets related to the management of
Lady Luck Nemacolin from Eldorado Resorts, Inc. (“ERI”) (Nasdaq:
ERI) for cash consideration of $100,000. Lady Luck Nemacolin opened
in 2013, is located one mile from Nemacolin Woodlands Resort in
Farmington, Pennsylvania, and operates approximately 600 slot
machines and 27 table games.
CDI’s closing of its previously announced acquisition of Presque
Isle Downs & Casino (“Presque Isle”) in Erie, Pennsylvania from
ERI was conditioned on, among other things, the signing of the
Asset Purchase Agreement and the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”).
On August 3, 2018, CDI and ERI received an early termination
notice from the Federal Trade Commission for the Presque Isle and
Lady Luck Nemacolin transactions pursuant to the HSR Act.
Subject to receipt of gaming licenses from the Pennsylvania
Gaming Control Board and a racing license from the Pennsylvania
State Horse Racing Commission, and other usual and customary
closing conditions, CDI expects the Presque Isle and Lady Luck
Nemacolin transactions to close in the fourth quarter of 2018.
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 the largest legal
online account wagering platform for horseracing in the U.S.,
through our ownership of TwinSpires.com and have announced our
plans to enter the U.S. real money online gaming and sports betting
markets. We are also a leader in brick-and-mortar casino
gaming with approximately 10,000 gaming positions in eight
states. Additional information about CDI can be found online
at www.churchilldownsincorporated.com.
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, on time, on budget
or as planned; 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; the number of people attending and
wagering on live horse races; 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; the cost and possibility for
delay, cost overruns and other uncertainties associated with the
development and expansion of casinos; 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; and 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.
Contact: Nick Zangari(502) 394-1157Nick Zangari@kyderby.com
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