UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): October 9, 2019Churchill Downs Incorporated(Exact name of registrant as specified in its charter)Kentucky001-3399861-0156015(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)600 North Hurstbourne Parkway, Suite 400LouisvilleKentucky40222(Address of Principal Executive Offices)(Zip Code)(502)-636-4400Registrant's telephone number, including area codeN/A(Former name or former address, if changed since last report)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:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, No Par ValueCHDNThe Nasdaq Stock Market LLCIndicate 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 7.01.       Regulation FD DisclosureOn October 9, 2019, Churchill Downs Incorporated (the “Company”) announced that, through its wholly-owned subsidiary NKYRG, LLC (“NKYRG”), it has completed its previously announced purchase of all of the outstanding equity of Turfway Park in Florence, Kentucky from Jack Ohio LLC, an affiliate of JACK Entertainment LLC, and Hard Rock International for total consideration of $46 million in cash, subject to certain working capital and other purchase price adjustments.The closing follows yesterday’s approval of the transaction by the Kentucky Horse Racing Commission (“KHRC”). Upon receiving KHRC approval to acquire Turfway Park, CDI withdrew the race dates application related to its previously announced New Latonia Racing & Gaming (“New Latonia”) project in northern Kentucky and will not pursue the New Latonia project.A copy of the press release announcing the transaction is furnished hereto as Exhibit 99.1. The information provided pursuant to 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 under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.Item 9.01. Financial Statements and Exhibits.(d)Exhibits99.1Press Release dated October 9, 2019 issued by Churchill Downs Incorporated.104Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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 INCORPORATEDOctober 9, 2019/s/ Bradley K. BlackwellBy:  Bradley K. BlackwellTitle:  Senior Vice President, General Counsel and Secretary