58 Pa. Code § 441a.17 - Change in ownership or control of slot machine licensee and multiple slot machine license prohibition
(a) A slot
machine licensee shall notify the Bureau and the Bureau of Licensing by filing
a Slot Machine Licensee's Notification of Proposed Transfer of Interest Form
prior to or immediately upon becoming aware of any proposed or contemplated
change in ownership of the slot machine licensee by a person or group of
persons acting in concert which involves any of the following:
(1) More than 5% of a slot machine licensee's
securities or other ownership interests.
(2) More than 5% 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 interest of the slot machine licensee.
(3) The sale of a slot machine licensee's
assets, other than in the ordinary course of business.
(4) Other transactions or occurrences deemed
by the Board to be relevant to license qualification.
(b) A transaction set forth in subsection (a)
may not be consummated without:
(1) Obtaining
the prior approval of the Board.
(2) Each principal involved in the
transaction obtaining a license in accordance with Chapter 433a (relating to
principal licenses).
(c)
A request for approval required under subsection (b)(1) shall be made by filing
a petition with the Board in accordance with §
493a.4 (relating to petitions
generally).
(d) Notwithstanding the
requirement in subsection (b)(2), the Board may approve a transaction under
subsection (a) prior to the licensure of the person or group of persons acting
in concert if all of the following apply:
(1)
The person or group of persons acting in concert are proposing to acquire 20%
or less of the voting securities of a publicly traded holding company of a slot
machine licensee.
(2) The person or
group of persons acting in concert affirm that the person or group of persons
will not control or influence the affairs of or benefit from the slot machine
licensee prior to being licensed as principals in accordance with Chapter
433a.
(3) The person or group of
persons have filed applications with the Board for licensure as principals in
accordance with Chapter 433a.
(4)
The approval of the transaction is expressly conditioned upon the person or
group of persons being licensed as principals in accordance with Chapter
433a.
(e) The Board will
not approve a transaction under subsection (a) which involves a change in
control unless the person or group of persons:
(1) Acting in concert demonstrates by clear
and convincing evidence that the slot machine licensee's gaming facility will
remain or become a financially successful, suitable and efficient business
operation.
(2) Acquiring the
interest pay a new slot machine license fee as determined by the Board. The
Board may condition its approval of the transaction on the payment of the
fee.
(f) The following
transactions are not be subject to subsections (a)-(c):
(1) A transaction through which an
underwriter will possess a security for less than 90 days.
(2) A transaction through which an
institutional investor acquires less than 20% of the securities of a slot
machine licensee's holding company, provided that the securities were acquired
for investment purposes only and the institutional investor complies with
§
433a.5 (relating to institutional
investors).
(g) In
accordance with section 1330 of the act (relating to multiple slot machine
license prohibition), a slot machine licensee, its affiliates, intermediaries,
subsidiaries and holding companies may not possess an ownership or financial
interest in any other slot machine licensee or in any other person eligible to
apply for a Category 1 slot machine license or its affiliates, intermediaries,
subsidiaries or holding companies that exceeds 33.3%.
(h) Nothing in subsection (g) prevents a slot
machine licensee from possessing ownership or financial interests of 33.3% or
less, in multiple slot machine licensees or in persons eligible to apply for a
Category 1 slot machine license or its affiliates, intermediaries, subsidiaries
or holding companies.
(i) If a slot
machine licensee, its affiliates, intermediaries, subsidiaries or holding
companies has an ownership or financial interest in another slot machine
licensee that is in violation of subsection (g), the slot machine licensee will
be required to divest that interest which is in excess of 33.3% in compliance
with section 1330 of the act.
(j)
Nothing in this section concerning ownership or financial interests applies to
contractual interests including those in the nature of management contracts,
options to purchase exercisable after a license has been issued or
leases.
Notes
The provisions of this § 441a.17 amended under 4 Pa.C.S. §§ 1202(b)(9)-(23), 1205, 1206(f) and (g), 1207(1) and (2), 1208(1)(iii), 1209(b), 1212, 1213, 13A11, 13A12-13A14, 13A15 and 1802 and Chapter 13.
T his section cited in 58 Pa. Code § 440a.5 (relating to management contracts).
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