Chief Legal Officer | General Counsel | Corporate Secretary
- Louisville Kentucky
- (317) 250-3613
- [email protected]
1. $2.7Bn Merger of Shutterfly, Snapfish, and CafePress. Led internal deal team representing District Photo, Snapfish, and CafePress in the merger of Snapfish/CafePress with Shutterfly. The combined entity creates the largest B2C e-Commerce retailer in the digital photo and expressive products/gifts market. Led diligence and board approval process, as well as supported an extensive HSR review process. Deal closed January 8, 2020.
2. $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.
3. 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.
4. Kentucky Derby and Kentucky Oaks 136, 137, 138, 139, 140, and 141. Served as chief counsel to Churchill Downs Incorporated and its subsidiary Churchill Downs Racetrack, LLC in the presentation and production of the Derby and Oaks. Drafted and negotiated all broadcast, sponsorship, and licensing agreements. Handled any and all legal matters involving the racetrack from racing operations to security. Represented Churchill Downs Incorporated, on a routine basis, before the Kentucky Horse Racing Commission on matters relative to race dates, administrative disputes, and rulemakings.
5. CDI Brand Management, Marketing, and Social Media Strategy. Served 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). Oversaw approval on all online promotions, contests, and sweepstakes activities (enterprise-wide). Work conducted between January 2010 to Present.
6. 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.
7. 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.
8. 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.
9. $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.
10. 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.
11. $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.
12. 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.
13. 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.
14. $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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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, 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.
Headquartered in Chicago, IL, Jones Lang LaSalle Incorporated is an American commercial real estate services company with annual revenues of $18Bn. The company also provides investment management services worldwide, including services to institutional and retail investors to high-net-worth individuals. It is the second-largest public brokerage firm in the world. The company is ranked 189th on the Fortune 500. The company has approximately 91,000 employees in 80 countries, as of 2019. Services include sales and leasing, property management, project management, and development.
Headquartered in San Francisco, CA, Snapfish is a global leader in online photo printing services. Founded in 1999, it provides high-quality photo products to consumers looking for great value and selection. The company operates in multiple countries around the world and supports blue-chip companies’ photo efforts.
CafePress headquartered in Louisville, KY, is the world’s best online gift shop. With over one billion items, our purpose is to bring our customers’ passions to life by helping them express themselves and connect with others through unique designs and products. We create and crowdsource our designs from a global community of more than two million independent designers. Our platform also offers the ability for customers to create their own individualized products, providing infinite possibilities. CafePress was founded in 1999 and is the recognized pioneer of customizable products. Our manufacturing facility, also located in Louisville, is the hub for our fulfillment across the United States.
Promoted to Vice President, Legal Affairs & Assistant Secretary (2013-2015)
Promoted to Vice President, Legal Affairs (2012 – 2013)
Promoted to Vice President, Regulatory & Government Relations (2010-2012)
Hired as Senior Director, Office of the President (2010-2010)
Churchill Downs Incorporated (CDI) (NASDAQ: CHDN), headquartered in Louisville, KY, owns and operates the world renowned Churchill Downs Racetrack, home of the Kentucky Derby and Kentucky Oaks, as well as racetrack and casino operations and a poker room in Miami Gardens, FL; racetrack, casino and video poker operations in New Orleans, LA; racetrack operations in Arlington Heights, IL.; a casino resort in Greenville, MS; as well as a casino hotel in Vicksburg, MS; CDI also owns the country's premier online wagering company, TwinSpires.com; the totalisator company, United Tote; Luckity.com, offering fun games online for a chance to win cash prizes; Bluff Media, an Atlanta-based multimedia poker company; and a collection of racing-related telecommunications and data companies.
Key Selling Point: As Assistant Secretary of a $2B entertainment company, I had daily one-on-one interactions with CDI's Board of Directors. I served as the Secretary for the Board of Director's Compensation Committee, and routinely participated in highly confidential and delicate compensation matters involving CDI's executive management team, including the Executive Vice President and General Counsel. I performed all orientations for members of the CDI Board of Directors, lead the Board of Directors through its annual self-audit, and managed the Director of Corporate Governance and Licensing.
Practice areas include:
• Gaming (Class III casino operations, including slots, VLTs, tables, and online)
• Social Games (free-to-play, social casino, and premium subscription)
• Labor and Employment (collective bargaining and admin. charges)
• Business Operations (ticketing, seating, ADA, sponsorship, and event logistics)
• Mergers & Acquisitions
• Corporate Governance (proxy filing, 8-K, 10-K, 10-Q, board committees)
• Real Estate (land use, Phase I and II assessment, development, construction, and leasing)
• Risk Management (enterprise risk management)
• Regulatory Compliance (safety, license acquisition & defense)
• Litigation Management (employment, commercial, and intellectual property)
• Debt Finance (credit facilities and high yield bond offerings)
• Government Affairs (market analysis, legislative tracking and lobbying)
• Intellectual Property (trademarks, copyrights, e-commerce and licensing)
• Data Privacy (data breach, policies, terms and conditions)
• Marketing (advertising, sweepstakes, SMS texting, loyalty)
Pedcor Companies, LLC develop, construct, manage and finance real estate projects pthroughout the United States, primarily in the Midwest. Pedcor is a national leader in the affordable housing industry and currently has several commercial and mixed-use projects underway in Carmel, IN. Among the many companies that comprise the Pedcor family are Pedcor Bancorp, Pedcor Investments, Pedcor Residential, LLC, and Pedcor City Center Development Company.
-Practice areas included:
•International / Complex commercial transactions
•Retail / commercial leasing
•Construction (litigation, operations, MEP, and architectural design)
•Land use (zoning, redevelopment incentives, green infrastructure, tax increment financing)
•Environmental assessment (Phase I and II evaluations)
•IT and technology (fiber optics and competitive local exchanges)
Simon Property Group, Inc. is an S&P 100 company and the largest real estate company in the world. The Company currently owns or has an interest in 337 retail real estate properties in North America and Asia comprising 244 million square feet as well as a 29% interest in Klépierre, a publicly-traded French REIT with a portfolio of approximately 270 shopping centers in 13 countries in Europe. Simon is headquartered in Indianapolis, Indiana and employs approximately 5,500 people in the U.S.
-Practice areas included:
• Retail leasing
• Land use
• Operated small boutique law firm specializing in procurement, government affairs, real estate, private finance, sports and entertainment law;
• Chief legal counsel to Atlanta-based music publishing company with focus on music placement through Sony Pictures Entertainment and its film and television properties;
• Negotiated licensing and synchronization agreements for film and television projects including Charlie’s Angels, Fireproof, Facing the Giants, and Letters to God
• Registered lobbyist in the State of Indiana; key clients included, but were not limited to: Phillip Morris USA, Harmony Healthcare, the City of Indianapolis, City of Gary, Caesars Casino, Roche Diagnostics, and Indiana Downs.
• Drafted various pieces legislation in the areas of: (1) tax (economic development incentives for life science R&D and technology); (2) Medicaid reimbursement; (3) alcohol shelf space; (4) tax increment finance; (5) expanded gaming (dockside gambling measure).
• Drafted RFPs and RFQs for various casino clients to source qualified minority business enterprises (MBEs) and women-owned business enterprises (WBEs) to provide services.
• Worked on sports and entertainment practice group representing professional athletes and music recording labels in matters involving endorsements, sponsorships, venue naming rights, broadcast relationships, publishing, and mechanical licensing.
TRANSIT AUTHORITY OF RIVER CITY (TARC)
Louisville, KY, United States
FORMER BOARD MEMBER
The Transit Authority of River City (TARC) is the major public transportation provider for the Louisville, Kentucky, United States metro area, which includes parts of Southern Indiana. This includes the Kentucky suburbs of Oldham County, Bullitt County, Clark County, and Floyd County in southern Indiana. TARC is publicly funded and absorbed various earlier private mass transit companies in Louisville, the largest of which was the Louisville Transit Company.
TARC operates a fleet of 240 accessible buses, including nine hybrid buses, which provide daily service 365 days a year. It also operates many specialized routes providing transportation to major local employers, educational institutions and recreational events. It began bus operations in 1974. TARC has explored other forms of public transit, including light rail, but as of 2009 provides only bus service. TARC's mission is to explore and implement transportation opportunities that enhance the social, economic and environmental well being of the greater Louisville Community.
Louisville, KY, United States
FORMER CHAIRMAN, BOARD OF DIRECTORS
In 1910, the Lincoln Foundation was established to oversee and manage the assets of the Lincoln Institute located in Lincoln Ridge. On October 1, 1912, Lincoln Institute opened its doors to eighty-five students. The first President was Dr. A. Eugene Thomson. The educational philosophy of the Lincoln Institute centered on the need for adequate leadership of African Americans in both schools and churches. Vocational education and cultural values were stressed and Lincoln offered the first course of study in maintenance engineering.
In 1972, under the leadership of former Lincoln Institute teacher and Lincoln School headmaster, Dr. Samuel Robinson, the Lincoln Foundation continued to carry on the legacy of the Lincoln Institute and Lincoln School by operating year round non-traditional educational programming for academically talented, economically disadvantaged youth. Dr. Robinson created the Whitney M. YOUNG Scholars Program® in 1990 in recognition of the educational achievements and leadership of both Drs. Whitney M. Young, Sr. and Jr. The Whitney M. YOUNG Scholars Program®, started by our President Emeritus, is the signature educational program of the Lincoln Foundation. The mission of the Lincoln Foundation is to provide educational enrichment programs that develop and support youth in overcoming barriers to achievement.
RONALD MCDONALD HOUSE CHARITIES OF KENTUCKIANA
Louisville, KY, United States
FORMER BOARD MEMBER
Founded in 1984, our Ronald McDonald House (RMH) began with 19 guest rooms in the old medical center building on 550 South First Street in Louisville, KY. As the need grew, so did we. In 2003, we expanded our Ronald McDonald House to 29 rooms, and we expanded again in 2009, this time to 36 guest rooms, each accommodating up to four people. The mission of Ronald McDonald House Charities of Kentuckiana is to provide a “home away from home” for families of children receiving healthcare at area medical facilities while also lending support to other organizations who aid children.
KENTUCKY STATE UNIVERSITY
Frankfort, KY, United States
Kentucky State University is a four-year institution of higher learning, located in Frankfort, Kentucky, United States, the Commonwealth's capital. The school is an historically black university, which desegregated in 1954. It is also an 1890 Land Grant university which serves the citizens of Kentucky through its cooperative extension program. More than half of the student body is African-American today. The current university president is Dr. Mary Sias. The Kentucky State University Board of Regents is the governing body of Kentucky State University. The board consists of 11 members, including a staff representative, a student representative, a faculty representative and eight governor-appointed members.
Indiana Bar License
Kentucky In-House Counsel License