Churchill Downs Incorporated to Acquire Riverwalk Casino and Hotel in
LOUISVILLE, Ky., Oct. 5, 2012 (GLOBE NEWSWIRE) -- Churchill Downs Incorporated
("CDI" or "Company") (Nasdaq:CHDN) announced today, Friday, October 5, 2012,
that it has entered into a definitive purchase agreement to acquire Riverwalk
Casino and Hotel ("Riverwalk" or "Sellers") in Vicksburg, Miss., for total
consideration of approximately $141 million, to be paid in cash.
The transaction, which is contingent upon the Company securing a gaming
license from the Mississippi Gaming Commission and other usual and customary
closing conditions, is anticipated to close by the end of the year. If certain
closing conditions are not satisfied, the Company could be obligated to pay a
$7 million termination fee.
The transaction price represents a multiple of approximately 7.4 times the
property's trailing twelve month EBITDA (earnings before interest, taxes,
depreciation and amortization) and will be funded through the Company's
existing credit facility. While the acquisition is an equity transaction, for
tax purposes it will be treated as an asset transaction which the Company
expects will provide tax benefits that will effectively reduce the transaction
price multiple to approximately 6.4 times the property's trailing twelve month
The transaction is expected to be immediately accretive to earnings per share
by approximately $0.31.
Based on historical performance, the Company estimates that Riverwalk's annual
impact is expected to be approximately $55 million in revenue (net of
promotional allowances), $19 million in EBITDA, and $9.9 million in free cash
flow (EBITDA minus maintenance capital, interest and taxes).
CDI Chairman and CEO Robert L. Evans said this acquisition continues to
reflect CDI's commitment to the Company's growth via diversification strategy.
"We are excited to have another property in the business-friendly state of
Mississippi to add to our Harlow's Casino Resort & Hotel property in
Greenville, located 90 miles north of Riverwalk along the Mississippi River,"
Evans said. "Riverwalk is an attractive investment for CDI as it is a newer
facility with superior design, high quality amenities and is operated by an
outstanding team of over 400 employees with whom we look forward to working in
the near future. We continue to look for opportunities to invest capital in
growth opportunities, and we are hopeful that other jurisdictions, such as
Kentucky and Illinois, will offer us a similar opportunity to invest and
create jobs in the near future."
Greg Carlin, CEO of Riverwalk and Rush Street Gaming, said, "We're grateful to
the entire Riverwalk team for its dedication and hard work in making Riverwalk
the best casino in Vicksburg." Carlin went on to note that, "Operations at our
remaining casinos in the U.S. and Canada are unaffected by this transaction
and we continue to pursue new development opportunities."
Riverwalk, which is located on approximately 22 acres of land in Vicksburg,
Miss., on the Mississippi River less than one mile from Interstate 20,
features a 25,000-square-foot single-level gaming floor with 723 Class III
slot machines and 18 table games; a five-story, 80-room attached hotel; a
5,600-square-foot multi-functional event center overlooking the river; and two
separate dining areas. Of the 19 Mississippi casinos located along the
Mississippi River, Riverwalk was one of the two facilities that were not
forced to close in 2011 due to record flooding.
The property, which opened in October 2008, is operated by Magnolia Hill, LLC
and is owned by High River Gaming, LLC; JB3 Corporation; and Taiman Holdings
Corporation. Neil Bluhm is the largest principal in Riverwalk with an
approximately 70 percent equity position.
Sidley Austin LLP is acting as legal advisor to the Company in this
transaction. Macquarie Capital is acting as financial advisor and Perkins
Coie, LLP is acting as legal advisor to the Sellers in this matter.
About Churchill Downs Incorporated
Churchill Downs Incorporated ("CDI") (Nasdaq:CHDN), headquartered in
Louisville, Ky., owns and operates the world-renowned Churchill Downs
Racetrack, home of the Kentucky Derby and Kentucky Oaks, as well as racetrack
and casino operations and a poker room in Miami Gardens, Fla.; racetrack,
casino and video poker operations in New Orleans, La.; racetrack operations in
Arlington Heights, Ill.; and a casino resort in Greenville, Miss. CDI also
owns the country's premier advance-deposit wagering company, TwinSpires.com;
the totalisator company, United Tote; Bluff Media, an Atlanta-based multimedia
poker content, brand and publishing company; and a collection of
racing-related telecommunications and data companies. Information about CDI
can be found online at www.churchilldownsincorporated.com.
Information set forth in this news release contains various "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. The Private Securities
Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor"
provisions for forward-looking statements. All forward-looking statements made
in this Quarterly Report on Form 10-Q are made pursuant to the Act.
The reader is cautioned that such forward-looking statements are based on
information available at the time and/or management's good faith belief with
respect to future events, and are subject to risks and uncertainties that
could cause actual performance or results to differ materially from those
expressed in the statements. Forward-looking statements speak only as of the
date the statement was made. We assume no obligation to update forward-looking
information to reflect actual results, changes in assumptions or changes in
other factors affecting forward-looking information. Forward-looking
statements are typically identified by the use of terms such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"predict," "project," "hope," "should," "will," and similar words, 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 effect of global economic
conditions, including any disruptions in the credit markets; a decrease in
consumers' discretionary income; the effect (including possible increases in
the cost of doing business) resulting from future war and terrorist activities
or political uncertainties; the overall economic environment; the impact of
increasing insurance costs; the impact of interest rate fluctuations; the
effect of any change in our accounting policies or practices; the financial
performance of our racing operations; the impact of gaming competition
(including lotteries, online gaming and riverboat, cruise ship and land-based
casinos) and other sports and entertainment options in the markets in which we
operate; our ability to maintain racing and gaming licenses to conduct our
businesses; the impact of live racing day competition with other Florida,
Illinois and Louisiana racetracks within those respective markets; the impact
of higher purses and other incentives in states that compete with our
racetracks; costs associated with our efforts in support of alternative gaming
initiatives; costs associated with customer relationship management
initiatives; a substantial change in law or regulations affecting pari-mutuel
and gaming activities; a substantial change in allocation of live racing days;
changes in Kentucky, Florida, Illinois or Louisiana law or regulations that
impact revenues or costs of racing operations in those states; the presence of
wagering and gaming operations at other states' racetracks and casinos near
our operations; our continued ability to effectively compete for the country's
horses and trainers necessary to achieve full field horse races; our continued
ability to grow our share of the interstate simulcast market and obtain the
consents of horsemen's groups to interstate simulcasting; our ability to enter
into agreements with other industry constituents for the purchase and sale of
racing content for wagering purposes; our ability to execute our acquisition
strategy and to complete or successfully operate planned expansion projects;
our ability to successfully complete any divestiture transaction; market
reaction to our expansion projects; the inability of our totalisator company,
United Tote, to maintain its processes accurately or keep its technology
current; our accountability for environmental contamination; the ability of
our online business to prevent security breaches within its online
technologies; the loss of key personnel; the impact of natural and other
disasters on our operations and our ability to obtain insurance recoveries in
respect of such losses (including losses related to business interruption);
our ability to integrate any businesses we acquire into our existing
operations, including our ability to maintain revenues at historic levels and
achieve anticipated cost savings; the impact of wagering laws, including
changes in laws or enforcement of those laws by regulatory agencies; the
outcome of pending or threatened litigation; changes in our relationships with
horsemen's groups and their memberships; our ability to reach agreement with
horsemen's groups on future purse and other agreements (including, without
limiting, agreements on sharing of revenues from gaming and advance deposit
wagering); the effect of claims of third parties to intellectual property
rights; and the volatility of our stock price.
CONTACT: Courtney Yopp Norris
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