Old College Pals Could Be Derby 'Kings'

Tom McCrocklin was calling all that winter, on and on about the same horse.

“Listen,” he said. “I got a Bolt d'Oro filly that can really run. I'm telling you, maybe as good as anything I've ever had.”

Mark Toothaker had to take heed; had to pass on the word to his employers at Spendthrift, where he is Stallion Sales Manager. After all, he has known McCrocklin since 1985, when he'd arrived at Louisiana Tech and found this guy who was a real man of the world: already a graduate, and married, he'd had proper jobs, even been a Marine. Whereas Toothaker was still just a wide-eyed kid from Van Buren, Arkansas, whose only experience with horses had been on the old Quarter Horse track at Blue Ribbons Downs, just over the state border in Oklahoma, learning how to pick feet and clean stalls.

Toothaker had graduated school on Friday evening and his dad drove him straight down to Ruston, Louisiana, to start Wednesday. “That's how keen I was to get going,” he recalls. “Because at the time, before Arizona, before Louisville, Louisiana Tech had the first racetrack management program. You came in there as a freshman and by the time you were a senior, you got your trainer's license. We actually ran a stable. We had all these older horses that people were done with, so they donated, and we'd run them at Evangeline or Delta or Louisiana Downs. So we were all young guys, trying to get going.”

But McCrocklin was their hero. When MTV started up, he'd hooked up huge speakers to his television and blasted out Dire Straits: Money for nothin', chicks for free. “Tom, at that stage, he's already lived life,” Toothaker says. “He loved to go the races, loved to handicap, all that. He was like a big brother to me. We hit it off great.”

Mark Toothaker and Chris McGrath | Keeneland

When Toothaker left Tech, he got a job with Joe Cantey. Then, on Cantey's retirement, he spent two years with D. Wayne Lukas himself.

“In his real hot days,” he recalls. “In '87, we ran 3 horses in the Derby. We ran 10th, 12th, and last. Capote had been champion 2-year-old and ran last. And then the very next year I got to see the other end of it, because we had Winning Colors. So I got to see a wide spectrum in the race: tears, and then some real happy tears. I was very fortunate.”

Toothaker was with Randy Bradshaw in Lukas's Chicago division when he got a call from McCrocklin, who had meanwhile completed his postgraduate course at Tech.

“Hey,” he said. “I've got this big construction guy from Boston, Charlie Matses. He's offered me a private training job. Why don't you come up here and be my assistant?”

Toothaker chuckles and shakes his head. “So I'm a smart guy,” he says. “I leave Wayne Lukas, and all these Grade I horses, to go to Rockingham with Tom McCrocklin. That'll tell you how much I like Tom! I'm an idiot but I did, I went up there and froze to death in New England. And to be fair we had a great time up there, won a bunch of races.”

In the winter, McCrocklin would take the better horses to Florida. Then, one spring, he called Toothaker from Ocala.

“Listen, I'm not coming back,” he announced. “You're now the trainer of those horses.”

McCrocklin was going to start his own business, pre-training and pinhooking. Without him, Toothaker did not tilt much longer at the training windmill. In fact, for a while he left the game altogether. He put in a period of military service, with the 10th Mountain Division in Fort Drum, New York; and also a stint in real estate back in Arkansas.

“Yeah, I'd left the business, 100 percent,” he admits. “But then there was this guy Clyde Henson, who had a little stallion farm in Lavaca, Arkansas. And he said, 'I've been doing this for 50 years, and I'm tired. I want to sell this place to somebody that'll keep it going.' I knew nothing about the stallion business. But I thought, 'How hard can it be? You got a girl, you got a boy. I mean, surely we can figure this thing out.'”

So Toothaker, by now a family man, allowed himself to be cheerfully dragged back into the vortex. He renamed the farm Tooth-Acres and for a while stood Kipling, a son of Gulch out of A.P. Indy's half-sister, who later produced Kip Deville to win the GI Breeders' Cup Mile. And eventually one of his clients, Allen Poindexter, mentioned that he was thinking of buying a farm in Kentucky. How would he feel about moving up there to run it?

Toothaker had already resolved that if he was to stay in the breeding side, then the Bluegrass was where he had to be. They arrived at Liberty Farm, Midway, in 2004. Not long afterwards, Toothaker received a call from Des Dempsey at Spendthrift. A man named B. Wayne Hughes had bought the farm and wanted to get the boarders off, could Liberty take a few mares?

This led to an introduction to Hughes: as was true of many other people, a life-changing moment.

“I'm a little consignor, got a little farm,” Toothaker told him. “But I got a lot of hustle. I'd love to sell some horses for you.”

“Well,” replied Hughes. “Let me tell you what I'm going to do. I'm going to start building a stallion business here. You help me hustle these stallions, and I'll send you horses to sell. But if you quit sending me mares, I'm going to quit sending you horses. Understand?”

“Yes sir. Believe me, I'm going to hustle.”

And so it was that Toothaker was able to share a thrilling ride with the whole Spendthrift team, not least with Hughes introducing the kind of innovative and aggressive incentive schemes that helped get a neglected young sire named Into Mischief into the record books. By the time they mourned the loss of Hughes, in 2021, the Spendthrift revolution was sustainably secure, with a roster now adding more and more quality to the quantity.

Bolt d'Oro | Spendthrift Photo

And that brings us back, finally, to that Bolt d'Oro filly. McCrocklin had meanwhile become long trusted by some of the biggest investors in the sport, and his old friend had to pass on his enthusiasm (and the videos backing it up) to Eric Gustavson, who had succeeded Hughes at the Spendthrift helm, and general manager Ned Toffey. After all, Bolt d'Oro was one of their own new stallions.

“Listen, Tom says he has a Bolt filly that can really run.”

Well, they listened: they gave $1.2 million for her, topping the Gulfstream Sale last year. But the cold fact is that she has been beaten in all three starts to date, out in California. And meanwhile there's an Uncle Mo colt, from the same McCrocklin draft, who worked well enough at the Sale for the Spendthrift crew to stretch for another $800,000. And he's not just three-for-three but has the chance, next Saturday, to reunite those Louisiana Tech alumni in the winner's circle at the GI Kentucky Derby itself.

“I mean, this business will drive you crazy trying to figure it out,” Toothaker says. “Tom thought that filly was unbelievable, that she was just breathing different air. And here we are: she's not broke her maiden, and we've got Kingsbarns going to the Derby.”

To be fair, McCrocklin had told them that the Uncle Mo–a $250,000 purchase on behalf of Champion Equine as a Saratoga yearling–was also very special. “You can't get that horse tired,” he promised. “He will run all day long, you can't wear him out. I've tried. He's going to give you all he's got.”

Sure enough, Todd Pletcher has saddled Kingsbarns to outclass the competition in a Gulfstream maiden in January; then an optional allowance at Tampa Bay; and above all when posting a 95 Beyer in the GII Louisiana Derby.

“The first race was unbelievable, because he was in behind horses and took a bunch of dirt,” Toothaker remarks. “He was kind of stuck but then bulled his way through and went on. Then at Tampa, he got some nice experience around two turns. I don't know that the plan was absolutely just to go to the front at the Fair Grounds, but he broke well enough and nobody else wanted to lead. So Flavien [Prat] did what he did, slowed the pace down and walked the dog around there. And when it came time to ask him, he just exploded.”

For most of its history, nobody would countenance trying to win the Derby off so light a schedule. “But it's a whole different world now,” Toothaker acknowledges. “Everybody's coming into it now with three or four starts, rather than 15.”

Yet if the world has changed, the beauty of this whole adventure is how it brings things full circle for a couple of guys who have stuck together in a business that notoriously offers many more downs than ups.

Toothaker need not seek far for inspiration, when it comes to the abiding efficacy of the horsemanship he learned in his early days. The incredible rejuvenation of Lukas, crowned by a Classic success at Churchill a year ago with Secret Oath (Arrogate), has delighted all those he mentored.

“Just think of everybody that came through that program,” Toothaker says. “From Todd to Kiaran [McLaughlin] to Dallas [Stewart] to Randy [Bradshaw]. He had a system that people could understand, and he's so detail-oriented. Everybody had to keep everything just the way it should be. So all those guys learned to be very meticulous. And of course they had the chance to be around a lot of good horses, and see what those should look like.”

Secret Oath | Coady Photography

On the morning of the Oaks, last year, Toothaker saw Stewart sitting on a bench. He walked over and asked: “Well, what do you think? Can he win?”

“I'll guarantee you this,” replied Stewart. “He's been planning this for six months and she'll be the fittest horse anybody's ever going to lead over there.”

But Lukas was not the only remarkable veteran to have shaped Toothaker's professional life. Later in his career, he considered himself no less fortunate to fall under the influence of Hughes.

“Working for Spendthrift has been an unbelievable experience,” he says. “Mr. Hughes gained confidence in us, in his crew, that if he put the money up, we were not going to lose it. And the more confident he got, the more he spent. And so we went from buying lower-tier stallions to buying Omaha Beach and Authentic. Tammy [Hughes's daughter] and Eric have just been fantastic, in taking it forward.”

And let's not forget Mr. Charles T. Matses, either. McCrocklin's first employer bred Ocasek (Candy Ride {Arg}), second for Spendthrift on his recent debut at Aqueduct.

“Charlie's my oldest breeder,” marvels Toothaker. “He's 96 and still breeding mares. We bought that horse [for $440,000] up at Saratoga and he looks pretty nice. So it's just weird how everything kind of keeps coming around.”

But the ultimate example, of course, is his old Tech buddy.

“Tom's just a guy people know they can trust,” Toothaker says. “If you have a horse that's had a few little vet issues, but they've gone through the program and not had a hiccup, then you know you can be confident. There's no 'BS'. Tom will always tell you what he thinks, no agenda, and he's sold so many good horses. He calls himself my 'bailout,' says that I always send him the horses I can't sell. I had a filly with a little bit of vetting and my partner goes, 'What should we do?' I said, 'We'll send her to Tom McCrocklin. He's always getting my butt out of the trap!'”

But while Toothaker is adamant that no racehorse could hope for a better grounding, he's incredulous that after all these years their paths should have circled back together with a genuine Derby colt.

“We've been very fortunate, and had a lot of fun doing stuff together,” he reflects. “I soon figured out training was for a different kind of person: getting up at five every morning, seven days a week, while trying to have a wife and kids. So here I am. I love doing what I do, without having to go to the barn and worry about trying to keep a horse together.

“But we say it all the time. If somebody had told us, back then, that in 2023 this would happen, it's just crazy how it's all worked out. On the phone the other day, when he hung up, Tom said: 'They wouldn't believe it in Ruston, Louisiana, would they?'”

He smiles gratefully and shrugs. “But that's just the horse business,” he says. “You know, try to treat people right, put yourself in a position to win and hope that the good Lord takes care of you. And here we all are.”