Entry into a Material Definitive

On March 27, 2017, Churchill Downs Incorporated, a Kentucky corporation (the Company), entered into the First Amendment (the Amendment) to the Agreement and Plan of Merger (the Merger Agreement), dated as of November 12, 2014, among the Company, Big Fish Games, Inc., a Washington corporation (Big Fish), Ocean Acquisition Corp., a Washington corporation and wholly-owned subsidiary of the Company, and Paul J. Thelen, as Big Fish securityholders agent. As previously disclosed, the Company acquired Big Fish in accordance with the Merger Agreement on December 16, 2014.

Pursuant to the Merger Agreement, a portion of the merger consideration, including the earn-out consideration, payable to Paul J. Thelen (the Founder) was held back by the Company and is payable to the Founder as of December 15, 2017. The Amendment provides that the Company will make such deferred payments to the Founder on January 3, 2018.

The foregoing description is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibit Number

Description

2.1

First Amendment, dated as of March 27, 2017, to the Agreement and Plan of Merger, dated as of November 12, 2014, by and among Churchill Downs Incorporated, Ocean Acquisition Corp., Big Fish Games, Inc. and the securityholders agent party thereto

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 INCORPORATED

March 27, 2017

By:

/s/ Brad Blackwell

Name: Brad Blackwell

Title: Senior Vice President and

General Counsel

EXHIBIT INDEX

Exhibit Number

Description

2.1

First Amendment, dated as of March 27, 2017, to the Agreement and Plan of Merger, dated as of November 12, 2014, by and among Churchill Downs Incorporated, Ocean Acquisition Corp., Big Fish Games, Inc. and the securityholders agent party thereto

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