CHURCHILL DOWNS INCORPORATED Item 2.01. Completion of Acquisition or Disposition of Assets
On the Closing Date, pursuant to the Purchase Agreement, the Company completed the P2E Transaction. The Company paid an aggregate consideration ofUS$2.75 billion in cash in connection with the P2E Transaction, subject to customary adjustments for working capital, indebtedness and certain other adjustments as set forth in the Purchase Agreement. The foregoing description of the Purchase Agreement, the Amendment and the P2E Transaction in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, reference to (i) the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSecurities and Exchange Commission (the "SEC") onFebruary 22, 2022 and is incorporated herein by reference and (ii) the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onSeptember 6, 2022 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
A copy of the press release announcing the P2E Transaction is furnished hereto as Exhibit 99.1. The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
9.01. Financial Statements and Exhibits.
The financial statements required by Item 9.01(a) and the pro forma
financial information required by Item 9.01(b) have not been included in
(a) Financial this filing and will be filed by amendment tothis Current Report on Form
Statements of 8-K not later than 71 calendar days after thedate that this Current Report
Business Acquired on Form 8-K must be filed.
The financial statements required by Item 9.01(a) and the pro forma
financial information required by Item9.01(b) have not been included in
(b) Pro Forma this filing and will be filed by amendment tothis Current Report on Form
Financial 8-K not later than 71 calendar days after thedate that this Current Report
Information on Form 8-K must be filed.
(d) Exhibits
Exhibit Number Description
2.1* Purchase Agreement, dated as of February 18 ,2022, by and between Peninsula
Pacific Entertainment Intermediate Holdings LLC andChurchill Downs Incorporated (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onFebruary 22, 2022 ) 2.2* Amendment No. 1 to Purchase Agreement, dated
as of
between Peninsula Pacific Entertainment Churchill Downs Incorporated (incorporated by
reference to Exhibit 2.1 to
the Company's Current Report on Form 8-K
filed with the
2022)
99.1 Press Release, dated November 1, 2022 , issued by Churchill Downs
Incorporated
104 Cover Page Interactive Data File (embeddedwithin the Inline XBRL document)
* The schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601. The registrant agrees to furnish supplementally a
copy of all omitted schedules to the
upon its request.
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