공시 • Nov 03
Churchill Downs Incorporated (NasdaqGS:CHDN) completed the acquisition of substantially all of the assets of Peninsula Pacific Entertainment LLC.
Churchill Downs Incorporated (NasdaqGS:CHDN) entered into a definitive agreement to acquire substantially all of the assets of Peninsula Pacific Entertainment LLC for $3.3 billion on February 18, 2022. As per the terms of the transaction, Churchill Downs will assume approximately $850 million of Peninsula Pacific Entertainment's debt and will extinguish the debt immediately following closing. On September 2, 2022, parties amended the purchase agreement to include the Sioux City Property, increase the total consideration to $2.75 billion, and to remove the assumption by the Company of the approximately $850.0 million of P2E debt at closing. The transaction will be funded by Churchill Downs with a combination of new debt and cash on hand, including proceeds from the pending sale of land near Calder Casino. As of March 30, 2022, Churchill Downs will offer $1200 million in aggregate principal amount of senior notes due 2030 in a private offering. The proceeds will be used to finance the transaction. Churchill Downs Incorporated sold the Calder land on June 17, 2022 for the cash proceeds of $279.0 million, which will be used to fund the acquisition. The deal includes Colonial Downs Racetrack in New Kent, Virginia, as well as six Rosie’s Gaming Emporium (“Rosie’s”) historical horse racing facilities across Virginia. Rosie’s locations currently include Collinsville, Dumfries, Hampton, New Kent, Richmond and Vinton, and includes approximately 2,700 historical racing machines (“HRMs”), Del Lago Resort & Casino in Waterloo, New York, a 96,000 sq. ft. casino with approximately 1,700 slot machines, 80 table games, a 205-room hotel, nine restaurants / bar areas, 758 covered parking spaces, a 6,000 sq. ft. sportsbook area, a 2,400-seat entertainment venue, and a 7,200 sq. ft. outdoor event venue and Hard Rock Hotel & Casino in Sioux City, Iowa, a 45,000 sq. ft. casino with 639 slot machines, 20 table games, a 54-room hotel, 1,511 parking spaces, two live entertainment venues, a 100-piece music memorabilia collection, and a Hard Rock-branded sportsbook. Churchill Downs Incorporated shall pay a termination fee of $330 million. The transaction is subject to obtaining approvals from the Virginia Racing Commission, the New York State Gaming Commission, and the Iowa Racing and Gaming Commission, Peninsula Pacific Entertainment expected to reach a definitive agreement to sell the real property associated with Hard Rock Sioux City to a third party and lastly the expiration or termination of HSR Act. CDI has so far secured regulatory approval in Iowa and Virginia, but the purchase remains dependent on other customary closing conditions. The transaction is expected to close by the end of 2022. Churchill Downs Incorporated still said it expects the deal is to close before the end of 2022.
Trina Chandler, Brett Rosenblatt, Caroline Phillips, Matthew Dewitz, Larry Seymour, Julie Crisp, Nineveh Alkhas, Aron Potash, Stephanie Fontanes, Steven Betensky, Julie Dalke, Robert Brown, Robert Blamires, Jason Cruise, Drew Levin, Eric Volkman and Senet Bischoff of Latham & Watkins LLP acted as legal advisors to Peninsula Pacific Entertainment. Macquarie Capital acted as financial advisor and Brian J. Fahrney and Brent M. Steele of Sidley Austin LLP acted as legal advisors to Churchill Downs Incorporated. Stuart Rogers of Alston & Bird LLP acted as legal advisor for Macquarie Capital, financial advisor to Churchill Downs Inc.
Churchill Downs Incorporated (NasdaqGS:CHDN) completed the acquisition of substantially all of the assets of Peninsula Pacific Entertainment LLC on November 1, 2022. The Acquisition follows receipt of customary licensing approvals from the Virginia Racing Commission, the New York State Gaming Commission and the Iowa Racing and Gaming Commission. The transaction is expected to be immediately accretive to Churchill's free cash flow and diluted earnings per share.