Canterbury Park Holding Corporation (NASDAQ:CPHC) Files An 8-K Entry into a Material Definitive Agreement

Canterbury Park Holding Corporation (NASDAQ:CPHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

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Agreement with Bremer Bank, National Association

On September 30, 2019, (i) Canterbury Park Entertainment, LLC, (the “Borrower”), a Minnesota limited liability company and subsidiary of Canterbury Park Holding Corporation, a Minnesota corporation (the “Company”); (ii) the Company as Guarantor; (iii) Canterbury Park Concessions, Inc. a Minnesota corporation and subsidiary of the Company (“Canterbury Concessions”); and (iv) and Bremer Bank, National Association (“Bremer Bank”) entered into the Third Amendment Agreement (“Third Amendment”) to the General Credit and Security Agreement (“Credit Agreement”) originally dated as of November 14, 2016, which establishes an $8.0 million credit facility from Bremer Bank to the Borrower.

The Third Amendment extends the maturity date of the Credit Agreement to September 30, 2020.  The revolving credit line remains at $8.0 million, and allows the issuance of letters of credit in the aggregate amount of $2.0 million. Borrowings are collateralized by all receivables, inventory, equipment, and general intangibles of the Borrower. The Credit Agreement also contains covenants requiring the Borrower to maintain certain financial ratios.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2019, Canterbury Park Holding Corporation added Maureen Bausch and John Himle to its Board of Directors.  The Board also named Randall D. Sampson, Canterbury Park’s President and CEO since 1994, as Executive Chairman of the Board in addition to his current positions, and appointed current director Carin Offerman as the Company’s Lead Director.

Ms. Bausch, aged 65, is currently a partner in Bold North Associates, providing experiential and consulting services for retail, event and destination attraction businesses.  Ms. Bausch served from December 2014 until February 2018 as CEO and an Executive Board Member of the Super Bowl Host Committee in connection with the February 4, 2018 Super Bowl LII held in Minneapolis.  Prior to that, Ms. Bausch worked in positions of increasing responsibility at the Mall of America, serving most recently as Executive Vice President, managing the $1B asset.

Mr. Himle, aged 64, is Chief Executive Officer of Himle LLC, a specialized consultancy that advises companies, not-for-profit entities and other organizations with insight and strategy related to shaping complex business decisions in related matters.  Mr. Himle was the founder and Chief Executive Officer of Himle Horner and Himle Rapp and Co. before selling his interests in 2017.  He also served five terms in the Minnesota House of Representatives holding a series of leadership positions, including Assistant Majority Leader and Assistant Minority Leader. 

In connection with the addition of the new directors and the appointment of Randall Sampson and Carin Offerman to their new Board leadership roles, Curtis A. Sampson and Dale Schenian retired from their respective positions Chairman and Vice Chairman of the Board.  Mr. Curtis Sampson and Mr. Schenian were both founding members of Canterbury Park in 1994 and had continuously served in their respective positions since then.  Both will continue as directors and, in recognition of their unique and lasting contributions to the Company, will assume the titles of Chairman Emeritus and Vice Chairman Emeritus, respectively.

Canterbury Park’s Nominating Committee began the process of identifying new Board candidates early in 2019.  All directors, including Ms. Bausch and Mr. Himle, serve a term ending at the 2020 Annual Meeting of Shareholders, which will be held in June 2020.

In connection with these actions, with these actions, the Board Committees were reconstituted as follows:

Audit Committee:

Burt Dahlberg (Chair)

Maureen Bausch

John Himle

Carin Offerman

Compensation Committee:

Carin Offerman (Chair)

Maureen Bausch

Dale Schenian

Nominating and Governance Committee: 

Carin Offerman (Chair)

Burt Dahlberg

John Himle

Dale Schenian

Item 9.01. Financial Statements and Exhibits.

(d.) Exhibits

Canterbury Park Holding Corp Exhibit
EX-10.1 2 cphc-20190930ex101aa5602.htm EX-10.1 cphc_Ex10_1 Exhibit.10.1 THIRD AMENDMENT AGREEMENT THIS THIRD AMENDMENT AGREEMENT (this “Amendment”) is made as of the 30th day of September,…
To view the full exhibit click here

About Canterbury Park Holding Corporation (NASDAQ:CPHC)

Canterbury Park Holding Corporation conducts pari-mutuel wagering operations and hosts unbanked card games at its Canterbury Park Racetrack and Card Casino facility in Shakopee, Minnesota. The Company’s pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack and year-round wagering on races held at out-of-state racetracks that are televised simultaneously at the Racetrack. The Company operates through three segments: horse racing, Card Casino, and food and beverage. The Company’s horse racing segment represents operations related to pari-mutuel wagering on simulcast and live horse races. The Card Casino segment represents the Company’s unbanked card operations. The Company’s food and beverage segment includes both concessions and catering and events services provided at the Racetrack. The Card Casino offers tableside menu service around the clock.

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