Churchill Downs closes $500M secured loan
The conditional notice calls for redemption of the 5.50% Senior Notes due 2027 on October 19, 2026, with the Revolver intended as the funding source.
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Rhea-AI Filing Summary
Churchill Downs Incorporated (CHDN) closed an amendment to its senior secured credit agreement and a $500 million aggregate principal amount senior secured Term Loan B. The amendment extends the revolving credit facility and Term Loan A maturities from 2029 to September 25, 2031, and refinances in full the existing term loan B-1 facility with the new loan. The Term Loan B matures September 25, 2033, bears interest at SOFR plus 175 basis points, and was issued at 99.875% of principal amount. Revolver and Term Loan A borrowings bear interest at SOFR plus an applicable margin based on CDI’s and the guarantors’ leverage ratio.
CDI intends to use the new loan’s net proceeds to repay outstanding term loan B-1 and revolving loans, pay related transaction fees and expenses, and fund working capital and other general corporate purposes. The obligations under all three facilities are guaranteed by the guarantors and secured by substantially all of CDI’s and the guarantors’ assets. Separately, CDI issued a conditional redemption notice on September 18, 2026, to redeem its 5.50% Senior Notes due 2027 on October 19, 2026, and intends to fund the redemption from the Revolver.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is CHDN’s new Term Loan B, and what is its interest rate?
When do CHDN’s revolving credit facility and Term Loan A mature?
How does CHDN intend to use the Term Loan B proceeds?
When does CHDN plan to redeem its 2027 Senior Notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange | ||
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2026, 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 extend the maturity date of CDI’s revolving credit facility (the “Revolver”) and term loan A facility (the “Term Loan A”) from 2029 to 2031 and to make certain other changes to its Existing Credit Agreement. CDI also closed its previously announced senior secured term loan B facility due 2033 (the “2033 Term Loan B”).
Eighth Amendment to Credit Agreement
CDI and certain of its subsidiaries entered into the Eighth Amendment to Credit Agreement (the “Eighth 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. The Eighth Amendment provides for (i) an extension of the maturity date of CDI’s Revolver and Term Loan A until September 25, 2031, (ii) the refinancing in full of CDI’s existing term loan B-1 facility with the 2033 Term Loan B, maturing on September 25, 2033, and (iii) certain other amendments to the Existing Credit Agreement, as set forth therein. The loans on CDI’s Revolver and Term Loan A bear interest at SOFR plus an applicable margin based on CDI’s and the Guarantors’ leverage ratio, and the loans on CDI’s 2033 Term Loan B bear interest at SOFR plus 175 basis points. CDI intends to use the net proceeds from the 2033 Term Loan B (i) to repay outstanding term loan B-1 loans, (ii) to repay outstanding revolving loans, (iii) to fund related transaction fees and expenses, and (iv) for working capital and other general corporate purposes. CDI’s obligations under the Revolver, the Term Loan A and the 2033 Term Loan B are guaranteed by the Guarantors and are secured by substantially all of the assets of CDI and the Guarantors.
The Eighth Amendment is filed as Exhibit 10.1 hereto and this description thereof is qualified by reference thereto.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Eighth Amendment, the Revolver, the Term Loan A and the 2033 Term Loan B is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On September 28, 2026, CDI issued a press release announcing the closing of the Eighth Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in 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 of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Eighth Amendment to Credit Agreement, dated September 25, 2026, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent | |
| 99.1 | Press Release, dated September 28, 2026, issued by Churchill Downs Incorporated | |
| 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 | ||||||
| September 28, 2026 | /s/ Marcia A. Dall | |||||
| By: | Marcia A. Dall | |||||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Sam Ullrich
(502) 638-3906
Sam.Ullrich@kyderby.com
Churchill Downs Incorporated Announces Closing of
Amended and Extended Credit Facility and New Term Loan B
Amended and Extended Credit Agreement for Revolver and Term Loan A Facility
and Issued a New $500 Million Term Loan B
LOUISVILLE, Ky., (September 28, 2026) – Churchill Downs Incorporated (Nasdaq: CHDN, “CDI,” “the Company”) announced today that CDI successfully closed its amended and extended Credit Facility and new Term Loan B (“2033 TLB”).
CDI closed an amendment to its senior secured credit agreement (the “Credit Agreement Amendment”) to extend the maturity date of its existing revolving credit facility and term loan A facility from 2029 to 2031 and to make certain other changes to its existing credit agreement. The interest rate applicable to borrowings on the Credit Agreement Amendment will be SOFR-based plus a spread, determined by CDI’s total net leverage ratio.
CDI also closed its previously announced $500 million in aggregate principal amount of senior secured Term Loan B due 2033 (“2033 TLB”). The 2033 TLB has an interest rate of SOFR plus 175 basis points and issued at 99.875% of the principal amount.
CDI intends to use the net proceeds from 2033 TLB (i) to repay outstanding Term Loan B loans, (ii) to repay outstanding revolving loans, (iii) to fund related transaction fees and expenses, and (iv) for working capital and other general corporate purposes.
On September 18, 2026, CDI issued a conditional redemption notice to redeem the 5.50% Senior Notes due 2027 (the “2027 Notes”) on October 19, 2026. CDI intends to fund the 2027 Notes redemption amount from its revolving credit facility.
About Churchill Downs Incorporated
Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has created extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, Churchill Downs Racetrack, the home of the Kentucky Derby and premier races of the Thoroughbred Championship Series. Headquartered in Louisville, Kentucky, CDI has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. https://www.churchilldownsincorporated.com/
This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry; loss of key or highly skilled personnel, as well as general disruptions in the general labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation; costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information; reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.
We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.