Michigan Administrative Code › Department - Treasury › Michigan Gaming Control Board › Michigan Gaming Control Board - Administrative Rules - Casino Gaming (Parts 1-16) › Part 5 - TRANSFER OF OWNERSHIP › Section R. 432.1504 - Waiver for institutional investors

Current through Vol. 24-12, July 15, 2024
Rule 504.
(1) An
				  institutional investor who acquires beneficial ownership of a person that has
				  applied for or holds a casino license or supplier license shall notify the
				  board within 14 days after the institutional investor acquires the interest or
				  files form 13-D or 13-G with the Securities and Exchange Commission, or both,
				  and shall provide additional information, and may be subject to a finding of
				  suitability, as required by the board.
(2) An institutional investor who acquires
				  and holds a less than 15% interest in a person that has applied for or holds a
				  casino license or supplier license in this state may apply to the board for a
				  waiver of the eligibility and suitability requirements of the act. The licensee
				  in whom the institutional investor acquires the interest must file an
				  application for approval of the transfer within 30 days after the transfer.
				  Within the same time period, the institutional investor must file either an
				  application for a waiver or application and disclosure forms for qualification
				  as part of the relevant licensees license.
(3) Unless otherwise provided by the board,
				  an application for a waiver shall include all of the following information:
(a) A description of the institutional
				  investor's business and a statement as to why the institutional investor is
				  within the definition of institutional investor.
(b) A certification made under oath and
				  subject to the penalty of perjury that the interest was acquired, and is being
				  held, for investment purposes only and was acquired, and is being held, in the
				  ordinary course of business as an institutional investor and not for the
				  purpose of causing, directly or indirectly, the election of a majority of the
				  board of directors or any change in the corporate charter, bylaws, management,
				  policies, or operations of the person in which the institutional investor has
				  acquired the interest. The signatory shall also certify that it is not its
				  current intention to influence or affect the affairs of the person in which it
				  has acquired the interest. In addition, the signatory shall explain the basis
				  of his or her authority to sign the certification and to bind the institutional
				  investor to its terms. The certification shall also provide that the
				  institutional investor agrees to be bound by, and comply with, the act and this
				  part, is subject to the jurisdiction of the courts of Michigan, and consents to
				  this state as the choice of forum if a dispute, question, or controversy arises
				  regarding the application of this rule.
(c) The name, address, telephone number, and
				  social security number of the officers and directors, or their equivalent, of
				  the institutional investor as well as those persons who have direct control
				  over the institutional investor's holdings of voting securities of the person
				  in which the institutional investor has acquired the interest.
(d) The name, address, telephone number, and
				  social security number or federal tax identification number of each person who
				  has the power to direct or control the institutional investor's exercise of its
				  voting rights as a holder of voting securities of the person in which it has
				  acquired the interest.
(e) The name
				  of each person who beneficially owns greater than 5% of the institutional
				  investor's voting securities or other equivalent.
(f) To the extent known by the institutional
				  investor, a list of the institutional investor's affiliates that have greater
				  than a 5% interest in the institutional investor.
(g) A list of all equity securities of the
				  person in which the institutional investor has acquired an interest subject to
				  this part that are or were, directly or indirectly, beneficially owned by the
				  institutional investor or its affiliates within the preceding 1-year period.
				  This list shall set forth a description of the securities, the amount of the
				  securities, and the date of the acquisition or sale, or both.
(h) A list of all regulatory agencies with
				  which the institutional investor or any of its affiliates that beneficially own
				  equity securities of the person in which it has acquired an interest subject to
				  this part files periodic reports, and the name, address, and telephone number
				  of the person, if known, to contact at each agency regarding the institutional
				  investor.
(i) To the extent known,
				  a disclosure of all criminal sanctions imposed against the institutional
				  investor, its affiliates, and any of its current or former officers or
				  directors during the preceding 10 years. A disclosure of all regulatory
				  sanctions imposed during the preceding 10 years and of any administrative or
				  court proceedings filed against the institutional investor, its affiliates, or
				  any of its current officers or directors in the preceding 5 years, or any
				  former officer or director whose tenure ended within the preceding 12
				  months.
(j) A copy of any filing
				  made under
				  15 USC
				  18a with respect to the acquisition or
				  proposed acquisition of securities of the person in which it has acquired the
				  interest subject to this part.
(k)
				  Any additional information the board may request to ensure compliance with the
				  act and these rules.