Churchill Downs Incorporated Announces Closing of $300 Million Senior Secured Term Loan B due 2028 and $200 million Senior No...
March 17 2021 - 4:15PM
Churchill Downs Incorporated (“CDI” or the “Company”) (Nasdaq:
CHDN) today announced that it successfully closed its previously
announced offering of $200 million in aggregate principal amount of
its 4.75% senior notes due 2028 (the "Additional Notes") and $300
million in aggregate principal amount of a senior secured Term Loan
B due 2028 (the "Term Loan B"). The Additional Notes were priced at
103.25% of the principal amount and the Term Loan B has an interest
rate of LIBOR plus 200 basis points.
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 were 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 are not listed on any securities exchange or
automated quotation system.
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 Additional Notes or any other securities.
About Churchill Downs
Incorporated
Churchill Downs Incorporated is an
industry-leading racing, online wagering and gaming entertainment
company anchored by our iconic flagship event, the Kentucky Derby.
We own and operate three pari-mutuel gaming entertainment venues
with approximately 3,050 historical racing machines in Kentucky. We
also own and operate TwinSpires, one of the largest and most
profitable online wagering platforms for horse racing, sports and
iGaming in the U.S. and we have seven retail sportsbooks. We are
also a leader in brick-and-mortar casino gaming in eight states
with approximately 11,000 slot machines and video lottery terminals
and 200 table games. Additional information about CDI can be found
online at www.churchilldownsincorporated.com.
Certain statements made in this news release
contain various “forward-looking statements” within the meaning of
the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. 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
or similar expressions (or negative versions of such words or
expressions).
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, among others, that may affect actual results or
outcomes include the following: the impact of the novel coronavirus
(COVID-19) pandemic and related economic matters on our results of
operations, financial conditions and prospects; 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 or any deterioration in our reputation; 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; online security risk,
including cyber-security breaches; inability to recover under our
insurance policies for damages sustained at our properties in the
event of inclement weather and casualty events; increases in
insurance costs and inability to obtain similar insurance coverage
in the future; 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; costs and uncertainties relating to the
development of new venues and expansion of existing facilities;
risks associated with equity investments, strategic alliances and
other third-party agreements; 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; payment-related risks, such as
risk associated with fraudulent credit card and debit card use;
compliance with the Foreign Corrupt Practices Act or applicable
money-laundering regulations; risks related to pending or future
legal proceedings and other actions; inability to negotiate
agreements with industry constituents, including horsemen and other
racetracks; work stoppages and labor issues; changes in consumer
preferences, attendance, wagering and sponsorship with respect to
Churchill Downs Racetrack and the Kentucky Derby; personal injury
litigation related to injuries occurring at our racetracks; weather
and other conditions affecting our ability to conduct live racing;
the occurrence of extraordinary events, such as terrorist attacks
and public health threats; changes in the regulatory environment of
our racing operations; increased competition in the horse racing
business; difficulty in attracting a sufficient number of horses
and trainers for full field horse races; our inability to utilize
and provide totalizator services; changes in regulatory environment
of our online horse wagering business; A reduction in the number of
people wagering on live horse races; increase in competition in our
online horse racing wagering business; uncertainty and changes in
the legal landscape relating to our online horse racing wagering
business; continued legalization of online sports betting and
iGaming in the United States and our ability to predict and
capitalize on any such legalization; inability to expand our sports
betting operations and effectively compete; failure to manage risks
associated with sports betting; failure to comply with laws
requiring us to block access to certain individuals could result in
penalties or impairment with respect to our mobile and online
wagering products; increased competition in our casino business;
changes in regulatory environment of our casino business;
concentration and evolution of slot machine manufacturing and other
technology conditions that could impose additional costs; and
inability to collect gaming receivables from the customers to whom
we extend credit.
We do not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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Investor Contact: Nick
Zangari |
Media Contact: Tonya
Abeln |
(502) 394-1157 |
(502) 386-1742 |
Nick.Zangari@KyDerby.com |
Tonya.Abeln@KyDerby.com |
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