Churchill Downs Incorporated to Acquire Oxford Casino in Oxford, Maine

Churchill Downs Incorporated to Acquire Oxford Casino in Oxford, Maine

LOUISVILLE, Ky., March 29, 2013 (GLOBE NEWSWIRE) -- Churchill Downs
Incorporated (CDI or Company) (Nasdaq:CHDN) announced that it has entered into
a definitive purchase agreement to acquire Oxford Casino (Oxford) in Oxford,
Maine, for total consideration of approximately $160 million, to be paid in
cash.

The transaction, which is dependent on the Company securing a gaming license
from the Maine Gaming Control Board, and on other usual and customary closing
conditions, is anticipated to close in the fourth-quarter of 2013. If certain
closing conditions are not satisfied, the Company could be obligated to pay an
$8 million termination fee.

The property opened in June 2012 and completed an expansion of its gaming
floor in early October 2012; thus, only limited actual financial data is
available. Based on the Company's projections and Oxford's management team's
budget, the Company expects that at closing the transaction price will
represent a multiple of approximately 7 ½ times the property's then-trailing
twelve month EBITDA (earnings before interest, taxes, depreciation and
amortization.) The transaction is expected to be immediately accretive to
earnings per share and provide annual free cash flow of approximately $12.5
million.

The transaction 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.

CDI Chairman and CEO Robert L. Evans explained why Oxford Casino was an
appealing investment for the Company. 

"The acquisition of Oxford continues our focus on investing capital in
gaming-friendly states, in newer properties, in what we believe are
competitively defensible markets, and at valuations that we believe will
result in significant future free cash flow generation at rates of return
attractive to our shareholders," Evans said. "The Oxford team of over 400
employees has done an exceptional job and we look forward to welcoming them
into the Churchill Downs family."

Bob Bahre, a founder of Black Bear Realty Co., LLC, said his primary reason
for getting involved in the project was to bring jobs to the region.

"We are extremely proud of the property and, more importantly, of the
incredible team that works at Oxford Casino.Although we developed the
property, operating casinos is not our core business, and we thought that the
time was right to look for a major gaming company that could take this
property to the next level.We are confident that we have found such a group
in Churchill Downs, and we look forward to welcoming them into the community."

The property is owned by Black Bear Realty Co., LLC. Sidley Austin LLP is
acting as legal advisor to the Company in this transaction.Wells Fargo
Securities LLC is acting as financial advisor and Greenberg Traurig, LLP is
acting as legal advisor to the Black Bear Realty Co., LLC in this matter.

About Oxford Casino

Oxford, which opened in June 2012 and underwent an expansion completed in
October 2012, is located on 100-acres about 40 minutes northwest of Portland
in the heart of southern Maine. The property includes a 25,000-square-foot
single-level gaming floor with 790 Class III slot machines and 22 table games.
It also hosts a 140-seat casual restaurant - Oxford Grill, a 12-seat casino
bar and a grab-and-go. Further information can be found at
www.oxfordcasino.com.

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.; a casino resort in Greenville, Miss.; as well as a casino hotel
in Vicksburg, Miss.; CDI also owns the country's premier online wagering
company, TwinSpires.com; the totalisator company, United Tote; Luckity.com,
offering fun games online for a chance to win cash prizes; Bluff Media, an
Atlanta-based multimedia poker company; and a collection of racing-related
telecommunications and data companies. In addition, CDI's 50 percent owned
joint venture, Miami Valley Gaming and Racing LLC, is currently constructing a
video lottery terminal and harness racing facility in southwest Ohio.
Additional 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 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 impactof 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
         (502) 636-4564
         Courtney.Norris@kyderby.com
 
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