Churchill Downs Incorporated’s Modified “Dutch auction” tender offer for up to $500 million of shares of its common stock


Simpson Thacher represented J.P. Morgan Securities LLC as the dealer manager in connection with a modified “Dutch auction” tender offer by Churchill Downs Incorporated for up to $500 million of shares of its common stock.

The tender offer expired on February 7, 2018 and settlement for the tender offer occurred on February 12, 2018. At settlement of the tender offer, the company purchased 1,886,792 shares of its common stock at a purchase price of $265 per share, for a total cost of approximately $500 million, excluding fees and expenses related to the tender offer. The repurchased shares represented approximately 12.3% of the company’s shares of common stock issued and outstanding as of February 6, 2018.

Churchill Downs Incorporated, headquartered in Louisville, Ky., is an industry-leading racing, gaming and online entertainment company anchored by its iconic flagship event – The Kentucky Derby. The company is a leader in brick-and-mortar casino gaming with approximately 10,000 gaming positions in eight states, and the company is the largest legal online account wagering platform for horseracing in the United States, through its ownership of TwinSpires.com.

The Simpson Thacher team for the tender offer included John D. Lobrano (Picture) and Clark Warthen (Capital Markets); and Jonathan Cantor and Nicole Humphrey (Tax).

Involved fees earner: John Lobrano – Simpson Thacher & Bartlett; Charles Clark Warthen – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; Nicole Humphrey – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: JP Morgan Securities;

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Author: Ambrogio Visconti