CHURCHILL DOWNS Inc CHDN

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer. See Section 1. Has the Company or its Board of Directors adopted a position on the Offer? While our Board of Directors has authorized...

expiry = 2018-02-07...CHILL DOWNS INCORPORATED OF UP TO $500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $265.00 PER SHARE AND NOT LESS THAN $230.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FEBRUARY 7, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Churchill Downs Incorporated (the “Company,” “we,” “us,” or “our”) is offering to purchase shares of our common stock, no par value per sha...

listed = True...a fully diluted basis as of January 8, 2018 (which includes Potential Shares). The Offer is not conditioned on any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on The NASDAQ Global Market (“NASDAQ”) and trade under the symbol “CHDN”. On January 9, 2018, the last full trading day before we commenced the Offer, the last reported sale price of the Shares on NASDAQ was $238.65 per Share, which is above the $230.00 per Share lower end of the price range for the Offer. It is possible that the Purchase Price could be below the la...

mechanism = DUTCH...Share price range or to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to an aggregate purchase price of $500,000,000, at a per share price not greate...

mechanism = DUTCH...t: Nick Zangari (502) 394-1157 Nick.Zangari@kyderby.com Churchill Downs Announces Preliminary Results of Cash Tender Offer LOUISVILLE, Ky. (February 8, 2018) — Churchill Downs Incorporated (“CDI”) (NASDAQ: CHDN) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on February 7, 2018. Based on the preliminary count by American Stock Transfer & Trust Company LLC, the depositary for the tender offer, a total of approximately 2.3 million shares of CDI’s common stock were properly tendered and not properly withdrawn at or below a purchase...

mechanism = DUTCH...EASE Contact: Nick Zangari (502) 394-1157 Nick.Zangari@kyderby.com Churchill Downs Announces Final Results of Cash Tender Offer LOUISVILLE, Ky. (February 12, 2018) — Churchill Downs Incorporated (“CDI”) (NASDAQ: CHDN) today announced the final results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on February 7, 2018. Based on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, CDI has accepted for payment 1,886,792 shares of CDI’s common stock at a purchase price of $265 per share, for a cost of approximately $500,000...

must_tender_all = True...properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $500,000,000, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); • Second, after purchasing all the Preferred Odd Lots that were properly ten...

price = USD 265.0...Company LLC, the depositary for the tender offer, a total of approximately 2.3 million shares of CDI’s common stock were properly tendered and not properly withdrawn at or below a purchase price of $265 per share, including approximately 0.5 million shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, CDI...

price = USD 265.0...d on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, CDI has accepted for payment 1,886,792 shares of CDI’s common stock at a purchase price of $265 per share, for a cost of approximately $500,000,000, excluding fees and expenses related to the tender offer. The repurchased shares represent approximately 12.3% of CDI’s common shares issued and outstanding as of February 6, 20...

priority = True...”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $265.00 and not less than $230.00 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tend...

threshold = 100...es to the shareholder of the purchase and, therefore, may be relevant to a shareholder’s decision whether to tender Shares. Each shareholder should consult with its tax advisor to evaluate the tax consequences of tendering or selling Shares in the Offer. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d498314dex99a1a.htm (A)(1)(A) (a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY CHURCHILL DOWNS INCORPORATED OF UP TO $500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $265.00 PER SHARE AND NOT LESS THAN $230.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FEBRUARY 7, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS TH...

txn_type = TENDER_OFFEREX-99.(A)(5)(C) 2 d540147dex99a5c.htm EX-99.(A)(5)(C) EX-99.(a)(5)(C) Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 Nick.Zangari@kyderby.com Churchill Downs Announces Preliminary Results of Cash Tender Offer LOUISVILLE, Ky. (February 8, 2018) — Churchill Downs Incorporated (“CDI”) (NASDAQ: CHDN) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on February 7, 2018. Based on the preliminary count by American Stock Transfer & Trust Company LLC, the depositary...

txn_type = TENDER_OFFEREX-99.(A)(5)(D) 2 d519610dex99a5d.htm EX-99.(A)(5)(D) EX-99.(a)(5)(D) Exhibit (a)(5)(D) FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 Nick.Zangari@kyderby.com Churchill Downs Announces Final Results of Cash Tender Offer LOUISVILLE, Ky. (February 12, 2018) — Churchill Downs Incorporated (“CDI”) (NASDAQ: CHDN) today announced the final results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on February 7, 2018. Based on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the te...