Document
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): January 11, 2019
Churchill Downs Incorporated
(Exact name of registrant as specified in its charter)
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Kentucky (State of incorporation) | | 001-33998 (Commission file number) | | 61-0156015 (IRS Employer Identification No.) |
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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 14a-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))
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
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On January 11, 2019, Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) completed its previously announced acquisition of Presque Isle Downs & Casino in Erie, Pennsylvania from Eldorado Resorts, Inc. for cash consideration of $178.9 million, subject to certain working capital and other purchase price adjustments.
A copy of the press release announcing the acquisition is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. | Description |
| Press Release dated January 11, 2019 issued by Churchill Downs Incorporated.
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SIGNATURE
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.
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| CHURCHILL DOWNS INCORPORATED |
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Date: January 11, 2019 | By: | /s/ Bradley K. Blackwell |
| Name: | | Bradley K. Blackwell |
| Title: | | Senior Vice President, General Counsel and Secretary |