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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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 3, 2024, Churchill Downs Incorporated (“CDI” or the “Company”) announced that CDI successfully closed an amendment of its senior secured credit agreement dated as of December 27, 2017 (as amended from time to time, the “Existing Credit Agreement”) to extend the maturity date of CDI’s revolving credit facility (the “Revolver”) and term loan A facility (the “Term Loan A”) from 2027 to 2029 and to make certain other changes to its Existing Credit Agreement.
Sixth Amendment to Credit Agreement
CDI and certain of its subsidiaries entered into the Sixth Amendment to Credit Agreement (the “Sixth Amendment”), which amends CDI’s Existing Credit Agreement, among CDI (the “Borrower”), the subsidiary guarantors party thereto (the “Guarantors”), the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Sixth Amendment provides for (i) an extension of the maturity date of CDI’s Revolver and Term Loan A until July 3, 2029, subject to an earlier “springing maturity” if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debt’s stated maturity date, and (ii) certain other amendments to the Existing Credit Agreement, as set forth therein. The loans on CDI’s Revolver and Term Loan A bear interest at SOFR plus an applicable margin based on CDI’s and the Guarantors’ leverage ratio. The Guarantors guaranty CDI’s obligations with respect to the Revolver and the Term Loan A and are secured by substantially all assets of the Borrower and the Guarantors.
The Sixth Amendment is filed as Exhibit 10.1 hereto and this description thereof is qualified by reference thereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.01 | Sixth Amendment to Credit Agreement, dated July 3, 2024, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | |
| 99.1 | Press Release, dated July 3, 2024, 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 | ||||||
| July 3, 2024 | /s/ Marcia A. Dall | |||||
| By: | Marcia A. Dall | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||