SEC Form 8-K filed by Churchill Downs Incorporated
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 February 14, 2025, 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 reduce the interest rate margin applicable to the term loan B-1 (“Term Loan B-1”) and to make certain other changes to its Existing Credit Agreement.
Seventh Amendment to Credit Agreement
CDI and certain of its subsidiaries entered into the Seventh Amendment to Credit Agreement (the “Seventh 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 and fronting lender. The Seventh Amendment (i) reduces the interest rate margin applicable to the Term Loan B-1 by 0.25%, (ii) eliminates the 0.10% credit spread adjustment currently applicable to such loan and (iii) makes certain other amendments to the Existing Credit Agreement, as set forth therein. After giving effect to the Seventh Amendment, the Term Loan B-1 bears interest at SOFR plus an applicable margin of 1.75%. The Guarantors guarantee CDI’s obligations with respect to the Term Loan B-1, which are secured by substantially all assets of the Borrower and the Guarantors.
The Seventh 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 | Seventh Amendment to Credit Agreement, dated February 14, 2025, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and fronting lender | |
| 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 | ||||||
| February 14, 2025 | /s/ Marcia A. Dall | |||||
| By: | Marcia A. Dall | |||||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||