1. $895 Million Acquisition of Big Fish Games, Inc. (Seattle, WA). Served as chief counsel to Churchill Downs Incorporated in the acquisition and integration of Big Fish Games, Inc. (“BFG”), in Seattle, WA, one of the world’s largest producers and distributors of mobile and online games. Led due diligence and board approval process internally with the Churchill Downs Incorporated Board of Directors. Participated in crafting an integration strategy to merge BFG with the rest of Churchill Downs Incorporated’s operations. Deal closed December 16, 2014.
2. CDI and Yum! Brands Announce Extension to KY Derby Sponsorship Agreement. Served as chief counsel to Churchill Downs Incorporated in negotiating a 5-year extension to its partnership with Yum! Brands to serve as presenting sponsor of the $2 million-guaranteed Kentucky Derby, one of America’s most legendary sports and entertainment events. Deal closed September 2014.
3. Kentucky Derby and Kentucky Oaks 136, 137, 138, 139, 140, and 141. Serve as chief counsel to Churchill Downs Incorporated and its subsidiary Churchill Downs Racetrack, LLC in the presentation and production of the Derby and Oaks. Draft and negotiate all broadcast, sponsorship, and licensing agreements. Handle any and all legal matters involving the racetrack from racing operations to security. Represent Churchill Downs Incorporated, on a routine basis, before the Kentucky Horse Racing Commission on matters relative to race dates, administrative disputes, and rulemakings.
4. CDI Brand Management, Marketing, and Social Media Strategy. Serve as executive lead on corporate brand management (licensing), marketing (including print, television, digital [online]), and social media strategies. Interact with division and properties to manage, formulate and implement enterprise-wide brand and marketing strategies for the following brands, including but not limited to, Kentucky Oaks, Kentucky Derby, Bluff Magazine, Bluff, Fight! Magazine, and www.TwinSpires.com (the largest online pari-mutuel wagering platform in the United States handling $800M bet through the platform in 2011). Oversee and have approval authority on all online promotions, contests, and sweepstakes activities (enterprise-wide). Work conducted between January 2010 to Present.
5. CDI Closes on Share Repurchase. Served as chief counsel to Churchill Downs Incorporated in a private transaction to buy back and retire 691,000 shares of CHDN common stock. Drafted stock repurchase agreement. Led due diligence and board approval process internally with the Churchill Downs Incorporated Board of Directors. Conducted in person closing with treasury department to conclude transaction, valued at $59 Million. Deal closed June 2014.
6. CDI Renewal of Broadcast Agreement with NBC Sports Group. Served as chief counsel to Churchill Downs Incorporated in the negotiation of a renewal and extension agreement granting NBC Sports Gwroup exclusive rights to broadcast the Kentucky Derby and Kentucky Oaks through 2025. Deal closed February 27, 2014.
7. CDI $300 Million of 5.375% Senior Notes Due 2021. Served as chief counsel to Churchill Downs Incorporated in offering and issuance of $300 million in senior unsecured notes in a Rule 144A offering to qualified institutional buyers. Collaborated with finance and treasury department to draft offering memorandum. Negotiated bond indentures and led due diligence. Deal closed December 2013.
8. $160 Million Acquisition of Oxford Casino (Oxford, ME). Served as chief counsel to Churchill Downs Incorporated in the acquisition and integration of a casino in Oxford, ME. Led due diligence and board approval process internally with the Churchill Downs Incorporated Board of Directors. Identified and secured local counsel and participated in crafting an integration strategy to merge Oxford with the rest of Churchill Downs Incorporated’s operations. Deal closed July 17, 2013.
9. CDI Closes on Amendment to Revolving Credit Facility. Served as chief counsel to Churchill Downs Incorporated in negotiating and drafting documents necessary for $125 million increase to the Churchill Downs Incorporated revolving credit facility. Amended credit facility includes an 'accordion feature' that allows the company, under certain circumstances, to increase the secured borrowing capacity up to an additional $225 million. Deal closed May 17, 2013.
10. $141 Million Acquisition of Riverwalk Casino Hotel (Vicksburg, MS). Served as chief counsel to Churchill Downs Incorporated in the acquisition and integration of the casino in Vicksburg, MS. Led due diligence and board approval process internally with the Churchill Downs Incorporated Board of Directors. Identified and secured local counsel and participated in crafting an integration strategy to merge Riverwalk with the rest of Churchill Downs Incorporated’s operations. Represented the company and testified before the Mississippi Gaming Commission to secure final approval and licensure to operate the casino. Deal closed October 5, 2012.
11. Acquisition of Multimedia Brand, Bluff Media, and its Supporting Assets. Served as chief counsel for the acquisition and integration of the multimedia brand known as Bluff. Negotiated asset purchase agreement, drafted employment contracts, IP assignment agreements, domain transfer agreements, technology agreements, and other ancillary documents. Led board approval process internally with the Churchill Downs Board of Directors. Managed all internal due diligence and outside counsel engaged to work on the deal. Led and served on the integration team handling the transfer of IP, finance and payroll, tax, legal and human resources. Deal closed February 2012.
12. CDI Tax Increment Finance Matter. Led effort, working with the Commonwealth of Kentucky and Louisville Development Authority, to activate the Churchill Downs Incorporated TIF District, which will reimburse Churchill Downs for corporate and sales tax collected within the TIF Area up to $25M over the next 25 years. Represented Churchill Downs before the Kentucky General Assembly, Kentucky Economic Development Finance Authority, Kentucky Department of Revenue, and Metro Louisville City Council for approvals. Work conducted between January and October 2011.
13. $138 Million Acquisition of Harlow’s Casino & Resort (Greenville, MS). Worked on the Government Affairs efforts to secure licensure for Churchill Downs Incorporated as a casino operator from the Mississippi Gaming Commission. Identified and secured local counsel and participated in crafting an integration strategy to merge Harlow’s with the rest of Churchill Downs Incorporated’s operations. Deal negotiated and license secured between August and December 2010.
14. Louisville Metro Revenue Commission. Lobbied Louisville Metro Government, specifically the Louisville Metro Revenue Commission, to mitigate United Tote Incorporated local employer withholding tax liability discovered during post-merger operations. Effort resulted in a $125,000 reduction in the tax owed to Metro Government. Work done between June and September 2010.
15. HullabaLOU Music Festival. Negotiated and drafted performance contracts between Churchill Downs Entertainment (www.hullabaloufest.com) and various A-list music talents, including, but not limited to, Bon Jovi, the Dave Matthews Band, Jason Aldean, and Kenny Chesney. Total monetary obligations under the performance agreements, drafted and negotiated, equaled $6,500,000. Also negotiated and drafted various sponsorship agreements with national brands, including, but not limited to, FYE, BMI, Anheuser-Busch, Diageo Americas, and Sony Playstation. Total monetary obligations under the sponsorship agreements, drafted and negotiated, equaled $1,800,000. Contracts executed between April and July 2010.
16. Equipment Supply and Purchase Agreement. Negotiated and drafted a $2,500,000 equipment supply and purchase agreement with Envac AB (www.envac.net) a wholly-owned subsidiary of the Stena Adactum Corporation based in Sweden (www.stenaadactum.com) for the installation of an underground automated waste collection system for Carmel City Center. Served as primary liaison with Envac and worked with Spanish attorneys to finalize executed agreement. Coordinated overall system design and installation schedule working with AIA certified architects, mechanical engineers, and construction managers. Also, negotiated erection and technical advisory services agreement for the provision of continued technical support and oversight from Envac regarding the Carmel City Center installation. Established Envac installation, a focal “green friendly” aspect of mixed use development. Contract executed February 2007.
17. Boutique Hotel Operating and Management Agreement. Negotiated and drafted hotel management and operating agreement with the Marcus Corporation (www.marcushotels.com), a Milwaukee based, publicly traded hotel and resort entity. Coordinated and negotiated conceptual plan and FF&O budget (totaling more than $25,000,000) for Carmel City Center hotel (AAA-Rated Four (4) star luxury boutique). Negotiated other ancillary agreements with the Marcus Corporation’s in-house attorneys for the provision of catering and security services to be provided to the entire project site. Contract executed September 2007.
18. Broadband Network Systems Transactions. Negotiated and drafted access and redistribution agreements with Time Warner, Comcast, Bright House and Cox Communications to provide cable and telephone connectivity to approximately 57,000 users in fourteen (14) states generating nearly $1,000,000 in gross annual revenue. Contracts drafted and executed between November 2006 and February 2009.
19. Carmel City Center Professional Service Contracts. Negotiated and drafted professional service contracts for the provision of security, operational consulting, and IT totaling $565,000. Served as liaison with operational consultants for the overall development and implementation of project-wide operational plan for (1) Security, (2) Parking Logistics, (3) Waste Management, (4) Tenant Coordination, (5) Technology, and (6) Ground Logistics. Contracts executed between October 2006 and July 2007.
20. Indiana Design Center Lease Agreements. Negotiated and drafted LOIs and lease agreements for total of 85,000 square feet of custom showroom space in the Indiana Design Center, a one of a kind design resource and trade center for custom design and furnishing in metropolitan Indianapolis, Indiana. Assisted property in reaching overall occupancy above eighty percent (80%) and over $1,649,000 in total annual base rent plus tenant’s proportionate share of taxes, insurance, utilities, and maintenance. Leases executed between August 2008 and February 2009.
21. Carmel Old Town Shops Lease Agreements. Negotiated and drafted LOIs and lease agreements for total of 49,000 square feet of art gallery, boutique shop, and commercial office space in the Carmel Arts & Design District. Property reached overall occupancy above ninety percent (90%) and over $794,000 in total annual base rent plus tenant’s proportionate share of taxes, insurance, utilities, and maintenance. Leases executed between May 2008 and October 2008.
22. Simon Property Group Tier 1 Leases. Negotiated and drafted approximately 285 lease agreements and related documents between October 2004 and April 2006 for eighteen (18) Tier 1 properties in the Simon Property Group portfolio totaling roughly $7,100,000 in total annual base rent plus tenant’s proportionate share of taxes, insurance, utilities, and maintenance. Leases executed between October 2004 and April 2006.
23. Roche Diagnostics’ Mydoc.com Launch. Represented Roche Diagnostics (www.roche.com) before over 35 state medical boards, and before the Federation of State Medical Boards regarding the launch of its Mydoc.com project (next.eller.arizona.edu/courses/outsourcing/Fall2011/student_papers/finalalejandrayeomans2.pdf), which was the first online virtual healthcare service, approved by various state medical authorities, to provide board-certified physicians the ability to treat common ailments and prescribe medications to patients via an online portal 24 hours per day/7 days per week. Mydoc.com was sold, in 2006, to U.S. Health Services Corporation, the healthcare subsidiary of Standard Management Corporation (www.sman.com) (Nasdaq: SMAN). Lobbied between July 2002 and February 2003.