58 Pa. Code § 1204a.2 - Licensed fantasy contest operator change of ownership or control
(a) A licensed
fantasy contest operator shall notify the Board upon becoming aware of any
proposed change of ownership of the licensed fantasy contest operator by a
person or group of persons acting in concert which involves any of the
following:
(1) more than 15% of a licensed
fantasy contest operator's securities or other ownership interests.
(2) the sale, other than in the ordinary
course of business, of a licensed fantasy contest operator's assets.
(3) any other transaction or occurrence
deemed by the Board to be relevant to fantasy contest license
qualifications.
(b)
Notwithstanding the provisions of subsection (a), a licensed fantasy contest
operator shall not be required to notify the Board of any acquisition by an
institutional investor under subsection (a)(1) or (2) if the institutional
investor holds less than 10% of the securities or other ownership interests
referred to in subsection (a)(1) or (2), the securities or interests are
publicly traded securities and its holdings of such securities were purchased
for investment purposes only and the institutional investor files with the
Board a certified statement to the effect that the institutional investor has
no intention of influencing or affecting, directly or indirectly, the affairs
of the licensed fantasy contest operator. However, the institutional investor
may vote on matters put to the vote of the outstanding security holders. Notice
to the Board shall be required prior to completion of any proposed or
contemplated change of ownership of a licensed fantasy contest operator that
meets the criteria of this section.
(c) For purposes of this section, a change of
control of a licensed fantasy contest operator will be deemed to have occurred
when a person or group of persons acquires:
(1) more than 20% of a licensed fantasy
contest operator's securities, assets or other ownership interests.
(2) more than 20% of the securities or other
ownership interests of a corporation or other form of business entity that owns
directly or indirectly at least 20% of the voting or other securities or other
ownership interests of the licensed fantasy contest operator.
(3) any other interest in a licensed fantasy
contest operator which allows the acquirer to control the licensed fantasy
contest operator.
(d) A
licensed fantasy contest operator shall notify the Bureau and the Bureau of
licensing by filing a notification of proposed transfer of interest form
immediately upon becoming aware of any proposed or contemplated change of
control of the licensed fantasy contest operator.
(e) Prior to acquiring a controlling interest
in an licensed fantasy contest operator, the acquirer shall file a petition in
accordance with §
493a.4 (relating to petitions
generally) requesting Board approval of the acquisition. The petition must
include all of the following:
(1) A copy of
all documents governing the acquisition.
(2) Completed applications for the acquiring
company, as required under this chapter, principals and key
employees.
(f) A person
or group of persons seeking to acquire a controlling interest in a licensed
fantasy contest operator shall promptly provide any additional information
requested by the Board and Board staff and cooperate with the Bureau in any
investigations related to the petition filed under subsection (c).
(g) A person or group of persons may not
acquire a controlling interest in a licensed fantasy operator until the
petition required under subsection (c) has been approved. A person or group of
persons seeking to acquire a controlling interest in a licensed fantasy contest
operator and the licensed fantasy contest operator may enter into an agreement
of sale that is contingent on Board approval of the petition.
(h) The requirements in this section do not
apply to the acquisition of a controlling interest in a licensed fantasy
contest operator when all of the following conditions are met:
(1) The acquirer is an existing licensed
fantasy contest operator.
(2) The
existing licensed fantasy contest operator has provided the Bureau and the
Bureau of licensing notification and a copy of all documents governing the
acquisition at least 60 days prior to the acquisition.
(3) After reviewing the documentation, the
Bureau and the Bureau of licensing determine that the filing of a petition is
not required.
Notes
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