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Eldorado Resorts, Churchill Downs Terminate Lady Luck Casino Vicksburg Transaction
Thursday 12 July 2018

12 July 2018 - US-based casino entertainment company Eldorado Resorts, Inc. (NASDAQ: ERI) and racetrack operator Churchill Downs Inc. (NASDAQ: CHDN) have terminated a previously announced agreement whereby Churchill was to acquire substantially all of the assets and properties associated with Lady Luck Casino in Vicksburg, Mississippi, the companies said.

The companies also amended an agreement whereby Churchill is to acquire substantially all of the assets and properties associated with Presque Isle Downs and Casino in Erie, Pennsylvania from Eldorado.

Pursuant to the termination and amendment agreements, Churchill will pay Eldorado a USD 5m termination fee, subject to the parties' execution of a definitive agreement with respect to the Lady Luck Nemacolin transaction as described below.

On 28 February, Eldorado and Churchill announced two separate definitive asset purchase agreements to effect the Lady Luck Vicksburg and Presque Isle transactions for total aggregate consideration of approximately USD 229.5m, subject to certain working capital and other purchase price adjustments.

Under the terms of the original agreements, Churchill Downs was to purchase Lady Luck Vicksburg for cash consideration of approximately USD 50.6m and Presque Isle Downs and Casino for cash consideration of approximately USD 178.9m.

Also, as previously disclosed on 7 May, Eldorado and Churchill each received a Federal Trade Commission request for additional information and documentary material pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the FTC's review of the pending Lady Luck Vicksburg transaction.

Subject to expiration of termination of the waiting period under the HSR Act, receipt of Pennsylvania regulatory approvals and other customary closing conditions, Eldorado and Churchill expect the Presque Isle and Lady Luck Nemacolin transactions to close in 4Q18.

Eldorado Resorts owns and operates twenty properties in ten states, including Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio, Pennsylvania and West Virginia.
Details
Date Published: 12/07/2018
Target: Lady Luck Casino in Vicksburg, Mississippi
Country: USA
Deal Size: 50.6m (USD)
Sector: Hotels/Restaurants/Casinos/Catering
Type: Corporate acquisition
Financing: Cash
Status: Terminated
Vendor: Eldorado Resorts
Buyer: Churchill Downs Inc
Comment:
Churchill will pay Eldorado a USD 5m termination fee

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