Filing Flows › Churchill Downs (CHDN) › Takeover & LBO
Is Churchill Downs (CHDN) a takeover target?
A leveraged buyout at today's price plus 30% ($123.28 a share) would return about 5% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $68.59 a share (−28% against today's $94.83). Historically 6.6% of companies with its figures were bought within a year (1.31× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $123.28 | today's $94.83 plus 30% |
| × shares | 70.0 million | |
| = Equity value | $8.6B | |
| + Debt refinanced | $4.7B | |
| − Cash | $167M | |
| = Enterprise value | $13.2B | 13.2× EBITDA of $1.0B |
| Fees | $264M | 2% of the price |
| New debt | $5.5B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $7.9B | 59% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.1B | $1.0B | $422M | $345M | $5.2B |
| Year 2 | $3.3B | $1.1B | $395M | $390M | $4.8B |
| Year 3 | $3.4B | $1.1B | $365M | $437M | $4.3B |
| Year 4 | $3.5B | $1.2B | $332M | $485M | $3.9B |
| Year 5 | $3.6B | $1.2B | $295M | $535M | $3.3B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 11.2× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $13.4B | |
| − Debt left | $3.3B | |
| = Buyer's equity | $10.0B | |
| Money multiple | 1.26× | on $7.9B put in |
| Buyer's yearly return (IRR) | 4.8% |
Price against return
What the buyer makes at other premiums over today's $94.83; the IRR reaches 20% at $68.59 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $104.31 | 8.8% |
| 20% | $113.80 | 6.7% |
| 30% | $123.28 | 4.8% |
| 40% | $132.76 | 3.1% |
| 50% | $142.25 | 1.6% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.0B | |
| EBITDA, last 12 months | $1.0B | 33.3% of revenue |
| Depreciation and amortization | $235M | |
| Capital spending | $152M | |
| Debt | $4.7B | |
| Cash | $167M | |
| Share price | $94.83 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 4.2% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 28% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Churchill Downs would cost about $125.65 a share, $8.8B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $113.80 | $8.0B |
| Median | 32.5% | $125.65 | $8.8B |
| High end (a quarter paid more) | 51.8% | $143.95 | $10.1B |
The odds, from history
Historically 6.6% of companies with its figures were bought within a year (1.31× the average). Its figures put it in decile 9 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Churchill Downs' latest quarter
Churchill Downs, Q3 2026: revenue $696M (+2% year over year), operating margin 20.5%, net earnings $80.0M, operating cash flow $148M. The chart follows the revenue to costs, profit and cash.
Questions
Is Churchill Downs being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Churchill Downs?
A leveraged buyout at today's price plus 30% ($123.28 a share) would return about 5% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $68.59 a share (−28% against today's $94.83).
What would a takeover of Churchill Downs cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Churchill Downs would cost about $125.65 a share, $8.8B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.