2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 4 - AMUSEMENTS › Chapter 35 - Application and Licensure › Section 3517 - Change in ownership or control of terminal operator licensee

§ 3517. Change in ownership or control of terminal operator licensee.
(a) Notification and approval.--
(1) A terminal operator licensee shall promptly notify the board of a proposed or contemplated change of ownership of the terminal operator licensee by a person or group of persons acting in concert which involves any of the following:
(i) More than 5% of a terminal operator licensee's securities or other ownership interests.
(ii) 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 interests of the licensee.
(iii) The sale of all or substantially all of a licensee's assets.
(iv) Other transaction or occurrence deemed by the board to be relevant to license qualifications.
(2) (i) Notwithstanding the provisions of paragraph (1), no terminal operator licensee may be required to notify the board of an acquisition by an institutional investor under paragraph (1)(i) or (ii) if the institutional investor holds less than 10% of the securities or other ownership interests referred to in paragraph (1)(i) or (ii), the securities or interests are publicly traded securities and its holdings of the securities were purchased for investment purposes only and the institutional investor files with the board a certified statement to the effect that it has no intention of influencing or affecting, directly or indirectly, the affairs of the licensee, provided, however, that it shall be permitted to vote on matters put to the vote of the outstanding security holders.
(ii) Notice to the board and board approval shall be required prior to completion of any proposed or contemplated change of ownership of a terminal operator licensee that meets the criteria of this section.
(b) Qualification of purchaser of terminal operator licensee; change of control.--
(1) The purchaser of all or substantially all of the assets of a terminal operator licensee shall, if not already a terminal operator licensee, independently qualify for a license in accordance with this part and shall pay the license fee as required by section 4101 (relating to fees).
(2) A change in control of a terminal operator licensee shall require that the terminal operator licensee independently qualify for a license in accordance with this part, and the terminal operator licensee shall pay a new license fee as required by section 4101, except as otherwise required by the board pursuant to this section.
(3) The new license fee shall be paid upon the assignment and actual change of control or ownership of the terminal operator license.
(c) Change in control defined.--
For purposes of this section, a change in control of a terminal operator licensee shall mean the acquisition by a person or group of persons acting in concert of more than 20% of a terminal operator licensee's securities or other ownership interests, with the exception of any ownership interest of the person that existed at the time of initial licensing and payment of the initial slot machine license fee, or 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 licensee.
(d) Fee reduction.--
The board may, in its discretion, eliminate the need for qualification or proportionately reduce, but not eliminate, the new license fee otherwise required pursuant to this section in connection with a change of control of a licensee, depending upon the type of transaction, the relevant ownership interests and changes to the interests resulting from the transaction and other considerations deemed relevant by the board.
(e) License revocation.--
Failure to comply with this section may cause the license issued under this part to be revoked or suspended by the board unless the purchase of the assets or the change in control that meets the criteria of this section has been independently qualified in advance by the board and any required license fee has been paid.
Cross References.
Section 3517 is referred to in sections 3506, 3516 of this title.