LOUISVILLE, Ky., Jan. 10, 2018 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (“CDI”) (Nasdaq:CHDN) announces that it has commenced a cash tender offer to purchase up to $500,000,000 of shares of its common stock. The complete terms of the offer are set forth in the offer to purchase dated today and the related letter of transmittal.

CDI is conducting the offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows shareholders to select the price, within a price range specified by CDI, and the number of shares they are willing to sell at that price (or, should a higher price be determined as the “purchase price”, such higher price). CDI is offering to purchase its common stock for cash for an aggregate purchase price up to $500,000,000, at a single per-share purchase price not greater than $265.00 and not less than $230.00 net to the tendering shareholder in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the offer to purchase and the letter of transmittal.

CDI intends to fund the purchase of the Shares with the proceeds from the sale of Big Fish Games, Inc., which was consummated on January 9, 2018.

The offer will expire on the expiration date, which is 11:59 p.m., New York City time, on February 7, 2018, unless extended by CDI. Promptly after the expiration date, CDI will, on the terms and subject to the conditions described in the offer, determine the single per-share purchase price that CDI will pay, subject to “odd lot” priority, proration and conditional tender provisions, for shares properly tendered at or below the purchase price in the offer and not properly withdrawn, and accepted for payment, taking into account the number of shares tendered pursuant to the offer and the prices specified, or deemed specified, by the tendering shareholders. The offer is not conditioned on the receipt of financing or any minimum value of shares being tendered. The offer, however, is subject to other conditions. CDI may extend or amend the offer in its sole discretion, subject to applicable law. If the offer is extended, CDI will delay the acceptance of any Shares that have been tendered. CDI can also terminate the offer under certain circumstances as set forth in the Offer to Purchase.

The purchase price will be the lowest price per share (in increments of $1.00) of not greater than $265.00 and not less than $230.00 per share, at which shares have been properly tendered, or deemed properly tendered, and not properly withdrawn, that will enable CDI to purchase the maximum number of shares having an aggregate purchase price not exceeding $500,000,000 (or, if the offer is not fully subscribed, all shares properly tendered and not properly withdrawn).

All shares purchased in the offer will be purchased at the same purchase price regardless of whether the shareholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in the offer to purchase, it is possible that not all of the shares tendered at or below the purchase price will be purchased if shares having an aggregate purchase price in excess of $500,000,000 are properly tendered at or below the purchase price and not properly withdrawn. No shares tendered above the purchase price will be purchased pursuant to the offer.