UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 2020

Canterbury Park Holding Corporation

(Exact name of registrant as specified in its charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

001-37858

   

47-5349765

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

1100 Canterbury Road, Shakopee, Minnesota

   

55379

(Address of Principal Executive Offices)

 

(Zip Code)

 

(952) 445-7223

(Registrant’s telephone number, including area code)


Securities Registered Pursuant to Section 12(b) of the Act

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value, $.01 per share

CPHC

Nasdaq

 

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 (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01 Entry Into a Material Definitive Agreement

Fifth Amendment to the Cooperative Marketing Agreement

On June 1, 2020, Canterbury Park Holding Corporation (the “Company”) entered into the Fifth Amendment Agreement (“Fifth Amendment”) to the Cooperative Marketing Agreement (“Agreement”) originally dated June 4, 2012, between the Company and the Shakopee Mdewakanton Sioux Community (“SMSC”), a federally recognized Indian tribe. The primary purpose of the Agreement is to increase purses paid during live horse racing at Canterbury Park’s Racetrack in order to strengthen Minnesota’s thoroughbred and quarter horse industry. Under the Fifth Amendment, the SMSC agreed to provide up to $5,620,000 for the annual purse enhancement for the year 2020. This amount was calculated by multiplying the expected 52 days of 2020 live horseracing times the amount of $108,077 per live horseracing day. Consistent with the original Agreement, the Company will not receive any part of the purse enhancement amount.  Under the Fifth Amendment, the SMSC also agreed to pay the $100,000 2020 Annual Horse Association Payment payable under the Horse Association Agreement.  The annual purse enhancement that the SMSC is obligated to pay under Agreement for 2021 and 2022 was not changed and remains at $7,280,000 per year.

The Fifth Agreement also provides that the SMSC is not required to pay the Company a 2020 annual marketing payment.  Instead, the First Amendment provides that the Company will use $1,248,343 of annual marketing payments from prior years that were unspent as of January 1, 2020 for joint marketing efforts for the mutual benefit of the Company and SMSC. The Company may also use a portion of these funds to promote, improve, or assist in the operation of horse racing at the Racetrack upon approval by the SMSC.

The annual marketing payment that the SMSC is obligated to pay under Agreement for 2021 and 2022 was not changed and remains at $1,620,000 per year.

The Fifth Amendment became effective on June 8, 2020, upon Minnesota Racing Commission approval.

First Amendment to Security Agreement

In connection with the execution of the Fifth Amendment,  on June 1, 2020, the Company and the SMSC entered into the First Amendment to Security Agreement originally dated June 4, 2012.  The Security Agreement was established to secure SMSC’s obligation to pay the annual purse enhancement.

The Security Agreement Amendment allows the SMSC to use a portion of the funds pledged under the Security Agreement to pay the 2020 annual purse enhancement and lowers the minimum  value required under the Security Agreement to $15.0 million,  after SMSC pays the 2020 annual purse enhancement.

Consent and Waiver by Minnesota Horsemen’s Benevolent and Protection Association

Concurrent with the execution of the Fifth Amendment, on June 1, 2020, the Minnesota Horsemen’s Benevolent and Protection Association (“MHBPA”) executed a Consent and Waiver (“Consent”) pursuant to the Horse Association Agreement originally dated June 4, 2012.  Under the Consent, the MHBPA, which is the horseperson’s organization representing the majority of horsepersons at the Racetrack, (i) consented to the lower 2020 annual purse enhancement described above,  and (ii) waived  the 125-day requirement for live racing days conducted by the Company, with no minimum number of live racing days required in 2020, provided that there are at least 65 live racing days each year beginning in 2021.

Item 8.01 Other Events

On June 9, 2020, the Company announced that the live thoroughbred and quarter horse racing season at Canterbury Park will begin on Wednesday, June 10, following June 8, 2020 approval from the Minnesota Racing Commission. The 2020 live racing season will feature 52 days of live racing Monday through Thursday between June 10 and September 16. 

The Company also announced that Emergency Executive Order 70-24 issued Friday, June 5, 2020 by Minnesota Governor Tim Walz, allows Canterbury Park to host a limited number of spectators during live racing and to resume simulcast wagering on Wednesday, June 10, 2020. This Executive Order also paves the way for the reopening of the Canterbury Park Card Casino on June 13, 2020.

      A copy of the press release is attached as Exhibit 99.1.

 

 

Item 9.01. Financial Statements and Exhibits

 

(d.)

Exhibits

 

 

10.1

Fifth Amendment dated as of June 1, 2020 to the Cooperative Marketing Agreement dated June 4, 2012.

10.2

First Amendment dated as of June 1, 2020 to the Security Agreement dated June 4, 2012.

10.3

Consent and Waiver dated as of June 1, 2020 by Minnesota Horsemen’s Benevolent and Protection Association pursuant to Horse Association Agreement dated June 4, 2012.

99.1

Canterbury Park Holding Corporation Press Release dated June 9, 2020, announcing plans for its 2020 live race meet. 

 

 

SIGNATURES

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.

 

 

 

 

CANTERBURY PARK HOLDING CORPORATION

 

 

 

Dated: June 9, 2020

By:

/s/ Randall D. Sampson

 

 

Randall D. Sampson

 

 

President and Chief Executive Officer

 

 

cphc_Ex10_1

Exhibit 10.1

FIFTH AMENDMENT TO

COOPERATIVE MARKETING AGREEMENT

This Fifth Amendment to Cooperative Marketing Agreement (“Amendment”) is entered into this 1st day of June, 2020 by and between Canterbury Park Holding Corporation (“CPHC”), a Minnesota corporation, and Shakopee Mdewakanton Sioux Community (“SMSC”), a federally recognized Indian tribe.  CPHC and SMSC are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into the Cooperative Marketing Agreement dated as of June 4, 2012, as amended by (i) the First Amendment to Cooperative Marketing Agreement dated as of January 16, 2015, (ii) the Second Amendment to Cooperative Marketing Agreement dated as of January 2016, (iii) the Third Amendment to Cooperative Marketing Agreement dated as of February 1, 2017; and the Fourth Amendment to Cooperative Marketing Agreement dated as of March 8, 2018 (as so amended, the “Agreement”); and

WHEREAS, as a result of the COVID-19 pandemic and other events, the Parties desire to further amend the Agreement by this Fifth Amendment to Cooperative Marketing Agreement (the “Fifth Amendment”);

NOW, THEREFORE, in consideration of the above premises, the representations and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

Effectiveness

Section 1.1.          Conditions to Effectiveness. This Fifth Amendment will be effective (the New Effective Date”) on, and will be of no force or effect prior to, the first business day following the last to occur of: (i) the approval of this Fifth Amendment by the Minnesota Racing Commission and (ii) execution of a Consent and Waiver by the Minnesota Horsemen’s Benevolent and Protective Association pursuant to Horse Association Agreement dated June 4, 2012 between SMSC, CPHC and the Horse Associations party thereto (the “Horse Association Agreement”), in a form satisfactory to SMSC and CPHC.   Prior to the New Effective Date, the Agreement will continue on its terms in full force and effect.

ARTICLE II

Amendments

Section 2.1.           Section 2.1 of the Agreement is hereby amended and restated to read as follows:

Section 2.1          Purse Enhancements/Marketing Payments.  SMSC will pay each Annual Purse Enhancement and the Annual Marketing Payment due after December 31, 2019 in accordance with the terms of this Agreement.  SMSC will not be obligated to make any Annual Purse Enhancement or Annual Marketing Payment if a default by CPHC has occurred and is continuing under this Agreement.  The Annual Purse Enhancement and Annual Marketing Payment to be paid in each year during the term of this Agreement are set forth on Schedule 1.  The following additional provisions shall apply to payment of the Annual Purse Enhancement and Annual Marketing Payment:

(a)   CPHC has established a bank account at Bremer Bank (the “SMSC Purse Enhancement Account”).  CPHC warrants that funds deposited from time to time in the SMSC Purse Enhancement Account will at all times be held for the benefit of the horsepersons racing at the Racetrack and will only be used as provided in this Agreement.  SMSC will pay the portion of each Annual Purse Enhancement due under this Agreement by wire transfer to the SMSC Purse Enhancement Account on the Payment Date applicable to each such Payment Amount, as these Payment Amounts and Payment Dates are set forth on Schedule 1 as amended from time to time pursuant to the terms of the Agreement.

(b)   Subject to the terms of this Agreement, SMSC will wire the portion of each Annual Marketing Payment payable to CPHC under this Agreement on the Payment Date applicable to such Payment Amount, as such Payment Amounts and Payment Dates are set forth on Schedule 1 as most recently amended.

(c)   CPHC agrees that Annual Purse Enhancements are to enhance purses at the Racetrack and that such amounts will not be used to offset any purse amounts that CPHC is otherwise required to pay pursuant to Minnesota law or agreement with the Minnesota Horse Associations.

(d)   For purposes of the Horse Association Agreement, “Annual Payment Date” means: (A) for the year 2020, the Payment Date for the first Payment Amount due for 2020 and (B) for any year during the term of this Agreement beginning with 2021, the date that is the last of (i) January 15 of such year, (ii) 15 business days following the receipt by SMSC of the Draft Preliminary Annual Racing Schedule (defined below), (iii) the date SMSC receives the Preliminary Annual Racing Schedule from CPHC and (iv) 30 business days following the receipt by SMSC of the Preliminary Marketing Plan (defined in Section 6.3 below) for such year.

2

(e)   For any year after 2020, “Payment Amount” means, for the payment of any portion of Annual Purse Enhancement or Annual Marketing Payment, the amount set forth under the column heading “Payment Amount” and next to such payment on Schedule 1 to this Agreement as most recently amended.  For any year after 2020, “Payment Date” means for the payment of any portion of Annual Purse Enhancement or Annual Marketing Payment, the date set forth under the column heading “Payment Date” and next to such payment on Schedule 1 to this Agreement.  Notwithstanding the foregoing, each Payment Date scheduled for April 2021 and 2022 shall instead be the date that is the last of (i) April 30 of such year, (ii) 10 business days following the receipt by SMSC of the Draft Preliminary Annual Racing Schedule (defined below), (iii) the date SMSC receives the Preliminary Annual Racing Schedule from CPHC and (iv) 15 business days following the receipt by SMSC of the Preliminary Marketing Plan (defined in Section 6.3 below) for such year.

(f)    For the year 2020, “Payment Amount” means an amount equal $108,077 per day of live horseracing at the Racetrack multiplied by the number of live racing days (which aggregate Payment Amount is the “Annual Purse Enhancement” for the year 2020); provided, however, that the aggregate Payment Amounts in 2020 shall not exceed $5,620,000 (which is the maximum Annual Purse Enhancement for the year 2020).  For the year 2020, “Payment Date” means June, July and August 2020, and the aggregate Payment Amount for each Payment Date shall be based on the number of days of live horseracing days scheduled in that month (and in the case of August later months in 2020) that are not prohibited by federal, state or local law, ordinance, order or otherwise.  For purposes of determining the Payment Amount for each month, CPHC shall provide to SMSC documentation satisfactory to SMSC of scheduled live race days for each month and later months.

(g)   The parties agree that the maximum Annual Purse Enhancement for the year 2020 was calculated by multiplying 52 days of live horseracing times $108,077 per day of live horseracing, without including the $100,000 annual Horse Association Payments separately payable under the Horse Association Agreement for the year 2020, which Horse Association Payments for the year 2020 will be paid no later than the first Payment Date above.

(h)   For 2020, CPHC will deliver to SMSC a draft preliminary schedule of all horse races for the entire year by June 1, 2020 (the “2020 Draft Preliminary Annual Racing Schedule”).  During the 7 business day period following delivery of the 2020 Draft Preliminary Annual Racing Schedule, CPHC will consult with SMSC regarding possible changes to such schedule and make changes to such schedule based on SMSC input to the extent CPHC reasonably determines is appropriate (such 2020 Draft Preliminary Annual Racing Schedule as so modified is herein referred to as the “2020 Preliminary

3

Annual Racing Schedule”).  The 2020 Preliminary Annual Racing Schedule shall contain the purse size for each proposed race, including the portion of the purse budgeted for each race that will be funded by the Annual Purse Enhancement for 2020 (the “2020 Per Race Purse Enhancement”), and other information for each proposed race.  CPHC shall pay each 2020 Per Race Purse Enhancement as set forth in the 2020 Preliminary Annual Racing Schedule subject to the following: (i) CPHC may increase or decrease any 2020 Per Race Purse Enhancement by not more than 25% and (ii) CPHC may reallocate of any 2020 Per Race Purse Enhancement for a particular race to another race when such 2020 Per Race Purse Enhancement cannot be paid due to cancellation of the applicable horse race. CPHC will also deliver to SMSC a copy of all preliminary and final condition books for races as they are available.

(i)    If CPHC does not hold a live racing day on any scheduled live racing date, then CPHC will promptly return to SMSC the portion of the Payment Amount for that day (i.e. $108,077)  unless CPHC promptly schedules, and subsequently conducts, a new substitute racing day in the year 2020, in which case SMSC will not owe any additional Payment Amount for such new substitute racing day.

(j)    Beginning with 2021 and for each year thereafter, CPHC will deliver to SMSC a draft preliminary schedule of all horse races for the entire year by January 1 of such year (the “Draft Preliminary Annual Racing Schedule”).  During the 15 business day period following delivery of the Draft Preliminary Annual Racing Schedule, CPHC will consult with SMSC regarding possible changes to such schedule and make changes to such schedule based on SMSC input to the extent CPHC reasonably determines appropriate (such Draft Preliminary Annual Racing Schedule as so modified is herein referred to as the “Preliminary Annual Racing Schedule”).  The Preliminary Annual Racing Schedule shall contain the purse size for each proposed race, including the portion of the purse budgeted for each race that will be funded by the Annual Purse Enhancement (the “Per Race Purse Enhancement”), and other information for each proposed race.  CPHC shall pay each Per Race Purse Enhancement as set forth in the Preliminary Annual Racing Schedule subject to the following: (i) CPHC may increase or decrease any Per Race Purse Enhancement not more than 25% and (ii) CPHC may reallocate of any Per Race Purse Enhancement for a particular race to another race when such Per Race Purse Enhancement cannot be paid due to cancellation of the applicable horse race.  CPHC will also deliver to SMSC a copy of all preliminary and final condition books for races as they are available.

(k)   CPHC will supply an annual audit of payments from the SMSC Purse Enhancement Account prepared by an independent accounting firm to confirm such funds were only applied to enhance purse amounts as contemplated by this Agreement.

4

Section 2.2.          Schedule 1.  Schedule 1 of the Agreement is hereby amended and replaced with Schedule 1 to this Fifth Amendment.

Section 2.3.          2020 Marketing Plan.  Notwithstanding anything to the contrary in this Agreement, no Annual Marketing Payment will be made by SMSC for 2020. Instead CPHC and SMSC agree that a total of $1,248,343 of Annual Marketing Payments from prior years remained unspent as of January 1, 2020 and that these funds will be used by CPHC for the 2020 Final Marketing Plan and will be deemed to be the 2020 Annual Marketing Payment pursuant to Section 6.3 of the Agreement.  CPHC and SMSC agree that CPHC will submit a revised Preliminary Marketing Plan for 2020 to SMSC on or before June 1 2020.  CPHC and SMSC further agree that beginning with the 2020 Annual Marketing Payment, CPHC will use the Marketing Payment for cooperative marketing purposes to promote SMSC (including Mystic Lake) and CPHC, but CPHC may also use portions of the Annual Marketing Payment for each of 2020, 2021 and 2022 for any other expense agreed upon by SMSC that is designed to promote, improve or assist in the operation of horse racing at the Racetrack.

 

ARTICLE III

Miscellaneous

Section 3.1.          Amendment Limited.  On and after the date of this Fifth Amendment each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement will mean and be a reference to the Agreement as amended by all prior amendments and this Fifth Amendment. The Agreement, as amended by this Fifth Amendment, is and shall continue to be in full force and effect in accordance with its respective terms, and, except as expressly set forth in the prior amendments and this Fifth Amendment, no other amendment or modification to the Agreement is agreed to or implied.

Section 3.2.          Governing Terms.  This Fifth Amendment shall be governed by Article VII of the Agreement as applicable, which are hereby incorporated into this Fifth Amendment.

Section 3.3.          Majority Horseperson Organization.  CPHC represents to SMSC that the Minnesota Horsemen's Benevolent and Protective Association (the “MHBPA”) is the horseperson’s organization representing the majority of horsepersons at the Racetrack.

5

IN WITNESS WHEREOF, each Party has executed this Fifth Amendment to Cooperative Marketing Agreement effective as of the date first written above.

/

 

Canterbury Park Holding Corporation

 

 

 

 

 

/s/ Randall D. Sampson

 

By: Randall D. Sampson

 

Its:  Chief Executive Officer

 

 

 

 

 

Shakopee Mdewakanton Sioux Community

 

 

 

 

 

/s/ Keith B. Anderson

 

By:  Keith B. Anderson

 

Its:  Chairman

 

 

6

 

Schedule
Number

Amendment

Section

Reference

Description of Purpose

1

2.1

Annual Purse Enhancement and Annual Marketing Payment amounts

 

7

Schedule 1

Year

    

Annual Purse
Enhancement

    

Payment Date

    

Payment Amount

 

 

 

 

 

 

 

2020

 

Annual Purse Enhancement,
as defined for 2020 in
Section 2.1(f) of the Agreement

 

Payment Date, as defined for
2020 in Section 2.1(f) of the
Agreement

 

Payment Amount, as defined for
2020 in Section 2.1(f) of the
Agreement
(which does not
include
the $100,000 Horse
Association Payments).

2021

 

$7,280,000

 

March 2021
May 2021
June 2021
July 2021
August 2021

 

$         2,576,000
$         1,676,000
$            676,000
$            676,000
$         1,676,000

2022

 

$7,280,000

 

March 2022
May 2022
June 2022
July 2022
August 2022

 

$         2,576,000
$         1,676,000
$            676,000
$            676,000
$         1,676,000

 

8

 

Year

    

Annual Marketing
Payment

    

Payment Date

    

Payment Amount

 

 

 

 

 

 

 

2020

 

$0

 

NONE

 

$0

2021

 

$1,620,000

 

March 2021
May 2021
June 2021
July 2021
August 2021

 

$           324,000
$           324,000
$           324,000
$           324,000
$           324,000

2022

 

$1,620,000

 

March 2022
May 2022
June 2022
July 2022
August 2022

 

$           324,000
$           324,000
$           324,000
$           324,000
$           324,000

 

9

cphc_Ex10_2

Exhibit 10.2

FIRST AMENDMENT TO

SECURITY AGREEMENT

This First Amendment to Security Agreement (this “Amendment”) is made as of June 1, 2020 by and between the Shakopee Mdewakanton Sioux Community (the “Pledgor”), a federally recognized Indian tribe, and Canterbury Park Holding Corporation, a Minnesota corporation (the “Secured Party”). The Pledgor and the Secured Party are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”

RECITALS:

WHEREAS, Pledgor and Secured Party are parties to a Cooperative Marketing Agreement dated as of the June 4, 2012 (as amended, modified, supplemented or replaced from time to time, the “CMA”).

WHEREAS, in connection with execution of the CMA, the Pledgor and Secured Party are parties to the Security Agreement dated as of June 4, 2012 (the “Security Agreement”).

WHEREAS, as May 1, 2020, the Collateral Market Value under the Security Agreement was approximately $21.1 million;

WHEREAS, the Pledgor's financial obligation under the CMA include the following:

 

 

 

Year

Annual Purse
Enhancement

Annual Marketing
Payment

2020

$5,620,000*

None

2021

$7,280,000

$1,620,000

2022

$7,280,000

$1,620,000

 

*    This amount is subject to 52 days of live racing

The Parties desire to amend the Security Agreement by this Amendment to allow Pledgor to use some of the Collateral to pay its 2020 Purse Annual Purse Enhancement and to lower the Minimum Value required.

NOW, THEREFORE, in consideration of the above premises, the representations and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1.            Amendment.

Section 1 of the Security Agreement is hereby amended to replace the defined term “Minimum Value” with the following definition:

“Minimum Value” means $15,000,000, less the aggregate market value of any Collateral applied by the Secured Party to the payment of the Obligations, determined as of the date of any such application pursuant to an Account Statement or any other reliable and recognized source for such market value.

2.            Reduction of Collateral in Account.

Secured Party will promptly give Instructions to cause financial assets credited to the Account to be withdrawn by the Pledgor in the amount by which the Collateral Market Value exceeds the Minimum Value.

Pledgor and Secured Party agree that Pledgor may withdraw an amount equal to $1.1 million without restriction. Pledgor agrees that any amounts withdrawn by Pledgor in 2020 in excess of $1.1 million will be used to pay the 2020 Annual Purse Enhancement directly to SMSC Purse Enhancement Account at Bremer Bank under the terms of the CMA, or if the entire 2020 Annual Purse Enhancement has been paid such amounts may be withdrawn without restriction.

3.            Amendment Limited.

On and after the date of this Amendment each reference in the Agreement to “this Agreement,” “hereunder,”  “hereof,” or words of like import referring to the Agreement will mean and be a reference to the Agreement as amended by this Amendment. The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect in accordance with its respective terms, and, except as expressly set forth in this Amendment, no other amendment or modification to the Agreement is agreed to or implied.

4.            Governing Terms.

This Amendment shall be governed by Sections 16 through 22 of the Agreement as applicable, which are hereby incorporated into this Amendment.

[Signature page follows.]

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

 

SHAKOPEE MDEWAKANTON

    

CANTERBURY PARK HOLDING

SIOUX COMMUNITY, as the Pledgor

 

CORPORATION, as the Secured Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By

/s/ Keith Anderson

 

By

/s/ Randy J. Dehmer

 

Its

Chairman

 

 

Its

Chief Executive Officer

 

cphc_Ex10_3

Exhibit 10.3

CONSENT AND WAIVER PURSUANT TO

HORSE ASSOCIATION AGREEMENT

This Consent and Waiver pursuant to the Horse Association Agreement, (as defined below) (“Consent”) is entered into this 1st day of June, 2020 by the Minnesota Horsemen’s Benevolent and Protective Association (“MHBPA”).

RECITALS

WHEREAS, MHBPA, together with the  Minnesota Thoroughbred Association (“MTA”) and the Minnesota Quarter Horse Racing Association (“MQHRA”), (together, the “Horse Associations”),  entered into the Horse Association Agreement dated as of June 4, 2012, by and among the Horse Associations,  Canterbury Park Holding Corporation (“CPHC”), and the Shakopee Mdewakanton Sioux Community (“SMSC”) (“Horse Association Agreement”);

WHEREAS, the Equine Development Coalition of Minnesota (“EDCOM”) was a party to the original Horse Association Agreement, but no longer exists;

WHEREAS, concurrently with the execution of the Horse Association Agreement, CPHC and SMSC entered into the Cooperative Marketing Agreement dated as of June 4, 2012 (“CMA”);

WHEREAS, under Section 1.1 of the Horse Association Agreement, the Horse Associations agreed that except as expressly set forth in the Horse Association Agreement, CPHC and SMSC could amend, modify, terminate,  renew or waive the terms of the CMA, without the consent of the Horse Associations;

WHEREAS, Section 1.1(1) of the  Horse Association Agreement requires the consent of the MHBPA if the CMA is amended to decrease the Annual Purse Enhancement by 10% or more;

WHEREAS, under Section 1.3 of the  Horse Association Agreement, the  MHBPA agreed to waive the 125-day requirement for live racing days conducted by CPHC, provided that there were at least 65 days of live racing each year beginning in 2013;

WHEREAS, as a result of the COVID-19 pandemic and other events, the CPHC and SMSC desire to amend the CMA by the Fifth Amendment to Cooperative Marketing Agreement (as defined below);

WHEREAS, CPHC and SMSC have requested that MHBPA consent to the Fifth Amendment and waive the 125-day requirement for live racing days conducted by CPHC so that CPHC can proceed to conduct a shorter live racing season in 2020;

NOW, THEREFORE, in consideration of the above premises, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, MHBPA agrees  as follows:

 

ARTICLE I

Consent and Waiver

Section 1.1.          Cooperative Marketing Agreement Amendment.  MHBPA hereby  acknowledges  and consents to the Fifth Amendment to Cooperative Marketing Agreement between CPHC and SMSC entered into on the 1st day of June 2020 (the “Fifth Amendment”).

Section 1.2.          Waiver by MHBPA.  MHBPA hereby waives the 125-day requirement for live racing days conducted by CPHC,  with no minimum number of live racing days required in 2020, provided that there are at least 65 live racing days each year beginning in 2021.

Section 1.3.          Consent by MHBPA.  Pursuant to Section 1.1(1) of the Horse Association Agreement, MHBPA hereby consents  to the reduction in the Annual Purse Enhancement for the Year 2020 pursuant to the provisions of Section 2.1 (f) of the Fifth Amendment.

ARTICLE II

Miscellaneous

Section 2.1.          Conditions to Effectiveness. This Consent will be effective, and will be of no force or effect prior to, the New Effective Date (as defined in the Fifth Amendment).

Section 2.2.          Governing Terms.  This Consent is governed by the terms of Article VII of the CMA, which are hereby incorporated into this Consent.

 

 

IN WITNESS WHEREOF, the MHBPA has executed this Consent effective as of the date first written above.

Minnesota Horsemen’s Benevolent and Protective Association

 

 

/s/ Scott Rake

 

By: Scott Rake

 

Its: President

 

 

cphc_99_1

Exhibit 99.1

Picture 2

 

Canterbury Park Announces Phased Reopening Plan for Resumption of Operations

 

Live Race Meet with Limited Spectators and Simulcast Wagering
Operations to Resume on Wednesday, June 10

Limited Card Casino Operations Anticipated to Begin Monday, June 15

 

Shakopee, Minnesota – June  9, 2020 – Canterbury Park Holding Corporation (NASDAQ: CPHC) (the “Company”) announced today that the live thoroughbred and quarter horse racing season at Canterbury Park will begin on Wednesday, June 10, following unanimous approval from the Minnesota Racing Commission (“MRC”). Pursuant to an Emergency Executive Order issued on Friday, June 8 by Minnesota Governor Tim Walz, Canterbury Park will be able to accommodate a limited number of spectators during live racing and resume simulcast wagering operations on June 10. The MRC also approved an amendment to the existing cooperative marketing and purse agreement between Canterbury Park and the Shakopee Mdewakanton Sioux Community (“SMSC”) in support of the upcoming race meet. In addition, the Company anticipates all table games in the Company’s Card Casino will resume Monday, June 15 with initial capacity limitations.

 

“We are delighted to announce the initial reopening of operations at Canterbury Park beginning with the start of our live racing season and the resumption of simulcast operations this Wednesday as we continue our longstanding support of horse racing in Minnesota,” said Randy Sampson, President and Chief Executive Officer of Canterbury Park. “We are appreciative of Governor Walz’ recent Executive Action which allows for a limited number of spectators for our live racing and simulcast operations and also paves the way for the anticipated partial resumption of our Card Casino operations early next week. Our team has worked diligently with state officials, the MRC and the Minnesota Horsemen’s Benevolent & Protective Association to prepare for the 2020 meet, which will feature 52 days of live racing Monday through Thursday between June 10 and September 16.

 

“We are also pleased to have entered into an amendment to our cooperative marketing and purse agreement with SMSC which provides support for the live race meet that is critical to the horsemen and the Minnesota racing industry,” Mr. Sampson said. “Live racing and pari-mutuel wagering, which will be closely followed by our Card Casino, are the first steps in our phased reopening of Canterbury Park following the state-mandated shutdown in March due to the COVID-19 pandemic. We plan to approach all of our re-opened operations with a measured, safety-first approach as we implement a variety of sanitation and social distancing protocols designed to promote the safety of our team members, customers and patrons, the horsemen and the horses.

 

“On behalf of the Board of Directors and the entire leadership team, I look forward to welcoming our team members, horsemen and guests back to the property this week. Canterbury Park is an economic engine for the greater Shakopee area. The return of live racing with limited spectators and the resumption of activities, although limited, in our race book and Card Casino are but the first steps in releasing the full power of that engine. We are committed to safely resuming our role in the growth of the community through our unique brand of entertainment as well as through our ongoing development of Canterbury Commons.”

 

Canterbury Park has implemented a comprehensive array of protocols for social distancing, sanitization and safety.

 

About Canterbury Park

Canterbury Park Holding Corporation owns and operates Canterbury Park Racetrack and Card Casino in Shakopee, Minnesota, the only thoroughbred and quarter horse racing facility in the State. The Company typically offers live racing from May to September. The Card Casino typically hosts card games 24 hours a day, seven days a week, dealing both poker and table games. The Company also typically conducts year-round wagering on simulcast horse racing and generally hosts a variety of other entertainment and special events at its Shakopee facility. The Company is redeveloping 140 acres of underutilized land surrounding the Racetrack in a project know as Canterbury Commons. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures. For more information about the Company, please visit www.canterburypark.com.

 

Cautionary Statement

From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans. These statements are typically preceded by the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties which could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. We report these risks and uncertainties in our Form 10-K Report to the SEC. They include, but are not limited to: material fluctuations in attendance at the Racetrack; any ongoing effect that the coronavirus (COVID-19) have may on us as an entertainment venue or on the economy generally; material changes in the level of wagering by patrons; decline in interest in the unbanked card games offered in the Card Casino; competition from other venues offering unbanked card games or other forms of wagering; competition from other sports and entertainment options; increases in compensation and employee benefit costs; increases in the percentage of revenues allocated for purse fund payments; higher than expected expense related to new marketing initiatives; the impact of wagering products and technologies introduced by competitors; the general health of the gaming sector; legislative and regulatory decisions and changes; our ability to successfully develop our real estate; temporary disruptions or changes in access to our facilities caused by ongoing infrastructure improvements; and other factors that are beyond our ability to control or predict.

 

 

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Media Contact:

Investor Contact:

Jeff Maday

Richard Land, Jim Leahy

Media Relations Manager

JCIR

Canterbury Park Holding Corporation

212-835-8500 or cphc@jcir.com

952-292-7524 or jmaday@canterburypark.com