CDI To Acquire Colonial Downs

Churchill Downs, Inc. is set to acquire Colonial Downs, as well as several historical horse racing facilities in the state, after the company announced it has entered into a purchasing agreement to acquire the assets of the Virginia racetrack's owner, Peninsula Pacific Entertainment LLC. A Tuesday morning release from CDI put the value of the deal at $2.485 billion.

“This unique set of assets expands our geographic footprint and provides additional scale,” said Bill Carstanjen, Chief Executive Officer of CDI. “P2E has done an exceptional job developing and managing this collection of assets, which we are very excited to acquire and plan to strategically grow in the years ahead.”

In addition to Colonial Downs, P2E's assets include six facilities hosting 2,700 historical racing machines throughout Virginia. Under state law, CDI will have the opportunity to develop up to five additional historical racing entertainment venues in Virginia with collectively up to approximately 2,300 additional HRMs.

As part of the P2E Transaction, CDI will also acquire the rights to build a large gaming resort (the “Dumfries Project”), with up to 1,800 HRMs in Northern Virginia. It will also acquire the rights to develop Rosie's Gaming Emporium in Emporia, the seventh historical racing entertainment venue under P2E's Colonial Downs license. The Emporia facility, located along I-95 near the North Carolina border, will have 150 HRMs and is expected to open in 2023.

Also included in the deal is the del Lago Resort & Casino in Waterloo, New York and the Hard Rock Hotel & Casino in Sioux City, Iowa.

Under the terms of the, P2E is expected to reach a definitive agreement to sell the real property associated with Hard Rock Sioux City to a third party. CDI will acquire the operating company and lease the Sioux City Property from that third party. Following the closing, CDI will operate Hard Rock Sioux City and lease the Sioux City Property pursuant to lease terms negotiated prior to the closing. In the event P2E is unsuccessful in reaching a definitive agreement with a third party to purchase the Sioux City Property by a certain date, the Sioux City Property will be included in the P2E transaction and the total consideration will increase to $2.75 billion.

The transaction is dependent on usual and customary closing conditions, including the Company obtaining approvals from the Virginia Racing Commission, the New York State Gaming Commission, and the Iowa Racing and Gaming Commission. The transaction is expected to close by the end of 2022.