Mike Repole announced Thursday that over four days he bought one million shares of Churchill Downs Incorporated, approximately a 1.43% stake, and that he may acquire more. I see the thought process. His record as a builder of businesses is what it is. This column is not about whether he should have bought. It is about whether two stated positions, his and Churchill’s, can live in the same building. And before we go any further, let’s be clear about something. Mike bought a piece of Churchill Downs Incorporated. He did not buy Churchill Downs. He does not control the company, he has not acquired a board seat, and Bill Carstanjen and his board have no obligation to adopt his vision for racing simply because he purchased stock.
Here are the two positions, in their own words. Repole says racing needs “stronger leadership and greater accountability from the Old Guard racing entities that, in my opinion, have held the industry back for far too long.” He says a meaningful stake gives him the opportunity “to help create value for Churchill shareholders AND make a positive financial impact across all of racing.” Churchill CEO Bill Carstanjen recently framed his company’s approach around generating “the best overall returns for our company,” and told us, “We are not history teachers.” (Point the Flashlight Wherever You Want)
Two things can be true. The question is whether these two can. That is not an accusation. It is a reconciliation, and a reconciliation requires setting down what each side has actually said and done, on the record, side by side. It also requires recognizing the distinction between a company that makes money from horse racing and a company whose financial success necessarily depends on the health of the sport. They are not automatically the same thing.
Start where they agree, because they do. Repole called the Kentucky Derby the global crown jewel of horse racing and pointed to last year’s peak of 24.4 million viewers as proof of how big the sport can become. Churchill has spent years building the Derby into exactly that. Give it the credit. The Kentucky Derby is a tremendous asset, and Churchill deserves recognition for developing its commercial reach. The question is what that success means for the rest of racing, and whether the benefits extend beyond the company that owns the event.
The stake is also not a sudden turn. As WDRB’s Eric Crawford laid out, Repole has praised Churchill repeatedly this year: its aftercare efforts in June, a defense of the Derby against a Breeders’ Cup board member days later, and on Aug. 3 the Churchill-NYRA championship series for 3-year-olds, which he said showed powerful entities thinking beyond their own self-interest. So this is not a change of heart. It is a direction he has been heading since June. That matters, because the questions below are not about a billionaire making an impulsive investment. They are about positions he has held publicly and how those positions square with a company he has been praising for months.
One note on that series. As we wrote in September, Churchill agreed to acquire the intellectual property rights to the Preakness Stakes and Black-Eyed Susan Stakes for $85 million, with an arrangement under which Maryland would pay to license the rights. Maryland exercised its right to match that offer and ultimately acquired the rights itself. The Preakness is not part of the championship series Churchill built with NYRA. (Point the Flashlight Wherever You Want) Repole called that collaboration a model. Maybe it is. It is also a series built by two major operators without the middle leg of the Triple Crown. The distinction between collaboration in the interests of racing and collaboration in the interests of the participating companies is worth examining.
Repole points to declining foal crops, fewer racetracks and short fields as evidence of an industry in trouble. In a recent post he wrote, “If horse racing ever wants to become BIG again, it needs to start protecting the SMALL.”
Churchill’s record on racetracks is public. In 2021 it ran the final races at Arlington Park and agreed to sell the 326 acres to the Chicago Bears for $197.2 million. According to the Thoroughbred Daily News, CDI never submitted even a placeholder bid to race at Arlington in 2022, and of the publicly disclosed bidders, only one planned to keep racing there. When the sale process began, Carstanjen said Churchill would look to relocate the license and remained optimistic about solutions for the people who make their living in Illinois racing. Hawthorne, which inherited the Chicago Thoroughbred dates while also running harness, later cut back to two days a week, citing an inability to support three.
There is another detail worth considering. Churchill closed the Arlington sale on Feb. 15, 2023, for $197.2 million, and booked a $114 million gain. In its own SEC filings, the company described the sale as part of a tax-deferred like-kind exchange tied to property acquired in its Peninsula Pacific Entertainment acquisition, and said the net proceeds of $195.7 million were used to pay down the credit line it drew on to fund that acquisition. That is not an accusation or an interpretation of motive. It is the company’s own description of its capital allocation. Arlington was gone, and the economic value of the property was put to work elsewhere in Churchill’s business.
Arlington is not the only example. Churchill bought Calder in 1999 and shifted its focus to a casino that opened on the site in 2010. At the time of the Arlington sale, TDN noted that CDI had sold off, or was selling off, three of its major tracks, weakening the circuits in California, Florida and Illinois.
Churchill would say those were business decisions, and they were. A publicly traded company cannot reasonably be expected to operate every property indefinitely regardless of its economics. But that is exactly where the interests of a corporation and the interests of an industry can diverge. So the question for Repole is a simple one. When a racetrack disappears because the company sees a better financial use for its assets, is that the Old Guard holding the industry back, or is it the shareholder value he just said he wants to help create? And when those interests conflict, which one is supposed to prevail?
When the Kentucky Derby purse was $3 million, the Thoroughbred Daily News asked the industry whether it was fair. Repole said he had to run second in the Derby just to break even, called it beyond embarrassing, and said the Derby should be worth $10 million and the Oaks $5 million. Around the same time, he went on NBC and called for a national owners’ association to take back the game, arguing that owners put up a third of the Derby purse through fees and that the way owners get treated is an embarrassment. Churchill has since raised the purse to $5 million, which he still said should be much more.
Here is where it needs reconciling. A purse is an expense line on Churchill’s income statement. There is nothing inherently inconsistent about a shareholder wanting a larger purse. A richer Derby could strengthen the event, attract participation and ultimately benefit the company financially. But what happens when the additional purse money cannot be justified by the return Churchill expects to receive? Does Repole the shareholder still make the argument Repole the owner made? Would he support taking money that could otherwise increase corporate earnings and directing it toward owners, horsemen or the broader sport? Both positions can be defended. The difficulty begins when their interests point in different directions. Which one does he bring to the boardroom, assuming he ever gets there, and which one does he bring to the barn?
There is another dimension to that question, one unique to Repole. He is not merely a shareholder discussing the Derby from a distance. He is an active Thoroughbred owner who has spent considerable money trying to win it. What happens when one of his horses is entered in the Kentucky Derby? He has an owner’s interest in purse money, eligibility, entry conditions and the conduct of the event, while also holding a financial interest in the company that controls it. That does not mean anything improper has happened, and owning stock does not disqualify someone from having a horse in the race. But it does create competing economic interests worth acknowledging. If an eligibility dispute arises, if Churchill makes a decision affecting his horse, or if an owner-friendly change comes at the expense of the company’s financial interests, which hat is he wearing? More importantly, how does he propose to keep those interests separate? A man calling for greater accountability across racing should welcome that question. This is not hypothetical. Churchill writes Derby eligibility itself, and as we documented in The Rule Remains the Same, it once decided Muth’s Grade 1 Arkansas Derby win was worth zero qualifying points because of who trained him.
Churchill’s own 2025 annual report tells you where its growth comes from. Live and Historical Racing revenue rose approximately $169 million last year. Its reporting attributes substantial growth to historical racing operations in Virginia and Kentucky, while Churchill Downs Racetrack contributed a comparatively modest increase. Its Gaming segment reported approximately $1.05 billion in annual revenue before intersegment eliminations. The company’s consolidated financial statements show $1.017 billion from historical racing, compared with $491.5 million from live and simulcast racing. Those figures are not interchangeable with profit, but they make the composition of the business difficult to misunderstand.
Historical racing machines take wagers based on previously run races, and their supporters argue that the money supports purses, jobs and racing infrastructure. That argument deserves to be made, and Churchill has invested substantial capital in facilities that can provide those benefits. But the distinction remains. Growth in historical racing machine revenue does not automatically mean growth in live racing, the foal crop, the number of owners or the population of ordinary horseplayers. Read the 10-K cold and it is the filing of a gaming and entertainment company that owns the most valuable race in America. A shareholder evaluates the company on its financial performance. When Repole says racing needs innovation and evolution, the question is whose growth he means: the sport’s, the company’s, or the machines’? They may overlap. They are not identical.
This is the one I know best, so I will be precise. Carstanjen told us Churchill brought computer-assisted wagering in house so it could monitor and track it, has raised the rates computer players pay, and believes its CAW participation is already closer to where NYRA and California are now trying to get. In the same answer, he acknowledged he does not have their numbers. A feeling is not data. (Point the Flashlight Wherever You Want)
NYRA has published its numbers. Before its latest guardrails, CAW players accounted for 20 to 22% of total wagering; afterward, 12 to 13%. Over the five-day Belmont Stakes Festival at Saratoga, CAW handle fell 44.7%, total handle still rose 1.1%, and non-CAW handle rose 12.7%. We gave NYRA credit when it drew that line. (Better Late Than Never)
Churchill has not provided the same publicly comparable breakdown of CAW participation, restrictions and results. Repole’s platform is transparency and protecting the small. In a pari-mutuel pool, the small is the ordinary horseplayer trying to calculate value while watching odds change after betting has closed. If transparency is the standard, this is one of the clearest places for a new shareholder to apply it. Will he ask Churchill to publish the percentage of handle attributable to CAW players, the effective wagering economics after rebates, and meaningful information about when those wagers enter the pools? Will Churchill disclose enough to permit an independent comparison with NYRA’s policies and results? Nobody is asking it to surrender proprietary algorithms. We are asking for the information necessary to evaluate its public assertions.
Repole has offered as much as $10 million of his own money toward an independent investigation of racing’s leadership and institutions. We have said the same thing since August: investigate HISA, investigate The Jockey Club, and don’t stop there. (Churchill Downs Wants HISA Investigated. Fine.; We Meant Everybody) So it is fair to ask whether his offer reaches the company he now owns part of. Churchill operates racetracks and wagering businesses, including TwinSpires. If an independent look at racing’s institutions is good for the sport, why should a major publicly traded racing company be outside the scope of meaningful scrutiny? An investigation that stops when it reaches a favored institution is not the standard Repole says he wants.
It also helps to be clear about what 1.43% is. It is not control and it is not a board seat. According to WDRB, Churchill’s published ownership lists Carstanjen at about 2.4%, investor Daniel Harrington at about 1.8% and BlackRock at about 8.1%. Repole’s purchases have not been independently confirmed, because investors generally are not required to disclose ownership until they cross the 5% threshold. Crossing that threshold can trigger a Schedule 13D or 13G filing, depending on the circumstances and the investor’s intentions. Such a filing could tell us considerably more about his objectives. Until then, there is no reason to assume Churchill’s management is obligated to listen to him, much less act on his recommendations.
That distinction matters. Mike may believe buying into Churchill gives him the best opportunity to influence the company from within. Perhaps it does. He is a successful businessman, an important racing owner and someone capable of attracting attention. But owning shares does not confer a right to direct policy. Carstanjen answers to a board and a much larger shareholder base, not to the latest prominent investor to announce a position. If Repole believes he can help change the company’s approach, what exactly does he intend to change, and what leverage does he expect to have? His investment may give him a platform. It does not give him the keys.
The timing is worth noting too. Churchill stock hit a 52-week low of $73.08 during Thursday’s trading before recovering to close at $76.16. The stock has fallen substantially from its previous highs. Buying a valuable asset at a depressed price can be smart business. Repole has demonstrated an ability to recognize business opportunities, and he may well see one here. But an attractive investment and an effective instrument for industry reform are two different propositions. The former can be measured in dollars. The latter will have to be measured in actions.
A day later the stock rose. Churchill closed Friday at $79.96, up 4.99%, and Repole posted that it was “not a bad day for @ChurchillDowns AND the entire racing industry,” leading with the stock’s 5% rise as the proof. In the same post he called for combining “professional leadership like Churchill Downs” with the vision of entrepreneurs like himself, then said “the pilgrims who came over on the Mayflower need to step aside.” Fair enough. But Churchill Downs has been running the Derby since 1875. If anyone in this sport came over on the Mayflower, it is the company he just called professional leadership. That does not make him wrong about the Old Guard. It does make it fair to ask how he decides who belongs to it.
None of this means Repole is wrong to buy, or that Churchill is wrong to pursue profitable business opportunities. Nor does it mean the interests of shareholders and racing must always be opposed. Carstanjen has been candid about the importance of corporate returns. Repole has been candid about wanting reform. Both deserve credit for stating their positions plainly. The question is which mandate wins when they collide: on a racetrack worth more for another use, a purse that reduces short-term earnings, a CAW pool whose economics remain insufficiently transparent, or a decision involving a Kentucky Derby entrant owned by one of the company’s shareholders.
So here are the questions, for both. To Repole: when shareholder value and racing’s interests point in different directions at Churchill, which one gets your support? Will you push Churchill to publish comparable CAW numbers? Does your investigation offer include the company you now own part of? What changes do you actually expect to influence with a minority position that gives you no management authority? And when your own horses compete in the Derby, how will you address the competing interests of owner and shareholder? To Churchill: does a prominent shareholder who calls himself racing’s commissioner change anything, and will you publish the data that would settle the CAW question your CEO raised himself?
Mike Repole has made a substantial investment in Churchill Downs Incorporated, and he has made an equally public investment in the idea that horse racing can be better than it is. There is no reason those investments cannot coexist, provided someone is prepared to explain what happens when their interests diverge. We have laid out the questions, and they are not rhetorical. Mike Repole has an open invitation to answer them on Past the Wire. So does Bill Carstanjen. Same chair. Same questions. For both of them. The ledger has two sides. We would like to know which one comes first.
In fairness, I have been both critical and complimentary of Mike Repole and Churchill Downs, wherever I felt each was warranted. At the end of the day, I think most would agree this sport is in decline and has been for some time. That makes these questions more than fair. It makes them necessary. The Kentucky Derby has been run at Churchill Downs since 1875. In all that time, the sport has never figured out how to turn the Derby Day fan into a year-round horseplayer, and frankly, I am not sure Churchill has diligently tried. I have a hard time watching Mike hammer racing’s leadership, singling out The Jockey Club and HISA, which has only been around a few years, while calling Churchill professional leadership, let alone a model of success. You don’t judge success by owning a performing asset. You judge it by what you build on it. That is really the crux of the issue. Nobody knows this better than Mike Repole. He is a living breathing example of it. Whether Mike can lead down that road with the stake he has remains to be seen. He deserves credit for making the first move and for trying. I just wish he had made it a little more objectively. I just wish the same scrutiny he applies to the institutions he wants to replace were applied to the company he has chosen to embrace. For me, that’s leadership.
Well they did come up with Thurby, what’s next Wedby?
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