UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On November 1, 2022, Churchill Downs Incorporated (“CDI”) completed its previously announced acquisition of the following properties from Peninsula Pacific Entertainment Holdings, LLC (“P2E”): Colonial Downs Racetrack in New Kent, Virginia, six historical racing entertainment venues across Virginia, del Lago Resort & Casino in Waterloo, New York, and the Hard Rock Hotel & Casino in Sioux City, Iowa.
| Item 8.01. | Other Events |
On April 11, 2023, CDI issued a press release relating to a proposed offering (the “Notes Offering”) of $600 million aggregate principal amount of its senior notes due 2031 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
The information in this Current Report on Form 8-K, including the information contained in the exhibits attached hereto, is neither an offer to sell nor a solicitation of an offer to buy any securities.
| Item 9.01. | Financial Statements and Exhibits |
| (a) | Pro Forma Financial Information |
The following pro forma information of CDI after giving effect to the acquisition of P2E is filed as Exhibit 99.1 and is incorporated by reference in this report.
The unaudited pro forma condensed combined statement of income for the year ended December 31, 2022;
| Exhibit Number |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information | |
| 99.2 | Press Release, dated April 11, 2023, issued by Churchill Downs Incorporated | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||||||
| April 11, 2023 | /s/ Marcia A. Dall | |||||
| By: | Marcia A. Dall | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||