UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. ☐
EXPLANATORY NOTE
Effective March 5, 2019, Churchill Downs Incorporated (the “Company”) completed its previously announced purchase of certain ownership interests of Midwest Gaming Holdings, LLC (“Midwest Gaming”), the parent company of Rivers Casino Des Plaines in Des Plaines, Illinois, from affiliates and co-investors of Clairvest Group Inc., High Plaines Gaming, LLC (“High Plaines”), an affiliate of Rush Street Gaming, LLC, and Casino Investors, LLC (“Casino Investors”), for cash consideration of approximately $407 million (the “Sale Transaction”). The Company furnished a Current Report on Form 8-K with the Securities and Exchange Commission on March 5, 2019 to report the consummation of the Sale Transaction (the “Initial Report”). Following the closing of the Sale Transaction, the parties entered into a recapitalization transaction pursuant to which Midwest Gaming used approximately $300.0 million in proceeds from new credit facilities to redeem, on a pro rata basis, additional Midwest Gaming units held by High Plaines and Casino Investors (the “Recapitalization” and together with the Sale Transaction, the “Transactions”). The Company is filing this Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) to amend Item 9.01 in the Initial Report to provide the historical audited consolidated financial statements of Midwest Gaming and certain unaudited pro forma combined financial information, as required by parts (a) and (b) of Item 9.01 of Form 8-K, respectively. Except as described above, all other information in and exhibits to the Initial Report remain unchanged and this Amendment No. 1 should be read in conjunction with the Initial Report.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired. |
The following consolidated financial statements of Midwest Gaming are attached as Exhibit 99.1 to this Amendment No. 1 and are incorporated by reference herein:
| • | Audited consolidated balance sheet of Midwest Gaming as of December 31, 2018, and the related consolidated statements of operations, changes in members’ deficit and cash flows for the year ended December 31, 2018, together with the related notes thereto and the independent auditor’s report thereon. |
| (b) | Unaudited Pro Forma Financial Information. |
The following unaudited pro forma combined financial information for the Company, which gives effect to the Transactions, is attached as Exhibit 99.2 to this Amendment No. 1 and is incorporated by reference herein:
| • | The unaudited pro forma combined statement of income for the year ended December 31, 2018 and the related unaudited pro forma combined balance sheet as of December 31, 2018, together with the related notes thereto. |
| (d) | Exhibits |
| 23.1 |
Consent of Deloitte & Touche LLP, independent auditor of Midwest Gaming. | |||
| 99.1 |
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| 99.2 |
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| 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 | ||||
| November 14, 2019 |
/s/ Bradley K. Blackwell | |||
| By: Bradley K. Blackwell | ||||
| Title: Senior Vice President and General Counsel |