§ 440a.6. Change in ownership or control of a management company licensee.
(a) A management company licensee shall notify the Bureau and the Bureau of Licensing by filing a Notification of Proposed Transfer of Interest Form prior to or immediately upon becoming aware of a proposed or contemplated change in ownership or control of the management company licensee by a person or group of persons acting in concert which involves any of the following:
(1) More than 5% of a management company 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 management company licensee.
(3) Any other interest in a management company licensee which allows the acquirer to control the management company license.
(b) A transaction 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 management company 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 management company or 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 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.
(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 management company 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).
Authority The provisions of this § 440a.6 issued 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.
Source The provisons of this § 440a.6 adopted June 12, 2015, effective June 13, 2015, 45 Pa.B. 2829.
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