Investor Presentaiton
P2E Acquisition
Transaction Overview
Transaction
Overview
▪ We have entered into an agreement to acquire substantially all of the assets of
P2E for total consideration of $2.75 billion
■ Debt funding necessary for transaction was completed on April 13, 2022:
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$800 million Sr. Secured Delayed Draw Term Loan A due 2027
Financing
Timing
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$1.2 billion of 5.75% Sr. Unsecured Notes due 2030
Amended and extended 5-year Sr. Secured Revolver due 2027 and upsized from
$700 million to $1.2 billion
▪ Remaining acquisition funding will come from cash on hand and proceeds from the
sale of land near Calder Casino
■ Consolidated pro forma bank covenant leverage is projected to be less than 4.4x at
12/31/22
■ Plan to structure aspects of this acquisition as an Internal Revenue Code §1031
transaction to defer gain on sales of land near Calder Casino and Arlington Racetrack
■ CDI has obtained the acquisition ownership interest approval for the Virginia
properties from the Virginia Racing Commission and approval for the lowa property
from the lowa Racing and Gaming Commission
■Transaction remains dependent on customary closing conditions, including CDI
obtaining New York regulatory approval
"
Expect to close the transaction in early 4th quarter 2022
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CHURCHILL DOWNS
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