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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: - $800 million Sr. Secured Delayed Draw Term Loan A due 2027 Financing Timing - $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 12 CHURCHILL DOWNS INCORPORATED
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