Chapter 3772-3 Institutional Investors and Records Retention

3772-3-01 Institutional investor.

" Institutional investor" has the same meaning as in section 3772.01 of the Revised Code.

Effective: 1/1/2017
Five Year Review (FYR) Dates: 10/14/2016 and 01/01/2022
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.01, 3772.03
Prior Effective Dates: 4/1/2012, 2/23/2013

3772-3-02 Institutional investor suitability or qualification.

(A) To be presumed suitable or qualified as an institutional investor, an entity shall submit to the commission:

(1) Documentation sufficient to establish qualifications as an institutional investor; and

(2) A completed certification form, as required and prescribed by the commission.

(B) The commission may request any other information that would affect an entity's suitability or qualification as an institutional investor under Chapter 3772. of the Revised Code and any rules adopted thereunder. The entity shall provide all information, documents and materials at the entity's sole expense and cost.

(C) An entity must clearly identify those portions of the information submitted to the commission that it deems to be confidential, proprietary commercial information or trade secrets. Information provided as part of the suitability or qualification process shall be open to public inspection to the extent permitted by section 149.43 of the Revised Code and consistent with section 1333.61 of the Revised Code.

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Effective: 1/1/2017
Five Year Review (FYR) Dates: 10/14/2016 and 01/01/2022
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.01, 3772.03
Prior Effective Dates: 4/1/2012, 2/23/2013

3772-3-03 Duty to update information.

(A) An institutional investor shall notify the commission within fifteen days of any increase in its percentage ownership of the securities of a casino operator,management company. or gaming-related vendor or holding, intermediate, subsidiary, or parent company of a casino operator, management company, or gaming-related vendor that would affect the entity's presumption of suitability or qualification as an institutional investor.

(B) An institutional investor shall notify the commission of any changes to its name or to its state of incorporation or principal place of business.

(C) An institutional investor shall notify the commission of any inquiry into, investigation of or action filed against the entity by any gaming regulatory agency or authority or other governmental agency or authority, except for routine renewal reviews.

(D) An institutional investor shall notify the commission of any rejection, suspension, revocation or denial of any institutional investor process by any gaming regulatory agency or authority, and any fine, penalty or settled amount relating to any institutional process or gaming-related license imposed upon or agreed to by the entity in any jurisdiction.

(E) An institutional investor shall notify the commission of any other information that would affect the entity's suitability or qualifications as an institutional investor under Chapter 3772. of the Revised Code and the rules adopted thereunder.

Effective: 1/1/2017
Five Year Review (FYR) Dates: 10/14/2016 and 01/01/2022
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.03, 3772.10
Prior Effective Dates: 4/1/2012, 2/23/2013

3772-3-04 Rescission of designation as an institutional investor.

(A) The commission may rescind any institutional investor designation if:

(1) The institutional investor notifies the commission that it exercises or intends to exercise influence over the affairs of the casino operator, management company, or gaming-related vendor or holding, intermediate, subsidiary, or parent company of the casino operator,management company, or gaming-related vendor that issued the publicly traded securities held by the entity; or

(2) The commission discovers that the institutional investor exercises or intends to exercise influence over the affairs of the casino operator, management company, or gaming related-vendor or holding, intermediate, subsidiary, or parent company of the casino operator,management company, or gaming-related vendor that issued the publicly traded securities held by the entity.

(B) Upon rescission of a designation as an institutional investor, an entity shall submit information required by the commission within thirty days and undergo a suitability background evaluation.

(C) This rule shall not be construed to preclude the commission from investigating the suitability or qualifications of an institutional investor if the commission becomes aware of facts or information that may result in the institutional investor being found unsuitable or disqualified as an institutional investor.

Effective: 1/1/2017
Five Year Review (FYR) Dates: 10/14/2016 and 01/01/2022
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.01, 3772.03, 3772.10
Prior Effective Dates: 4/1/2012

3772-3-05 [Rescinded] Records retention requirements for a casino operator, management company, holding company and gaming-related vendor licensee.

Effective: 1/1/2017
Five Year Review (FYR) Dates: 10/14/2016
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.03, 3772.18
Prior Effective Dates: 4/1/2012

3772-3-06 Passive investor.

(A) Any investor in a casino operator, management company, holding company, or gaming-related vendor that falls below the threshold needed to be considered an institutional investor shall not:

(1) Exercise influence over the affairs of the casino operator, management company, holding company, or gaming-related vendor ;

(2) Exercise influence over the affairs of a holding, intermediate, subsidiary or parent company of the casino operator, management company, or gaming-related vendor;

(3) Use or authorize the use of authority or influence of its employees, members, or owners to secure anything of value or the promise or offer of anything of value that is of such character as to manifest a substantial and improper influence in relation to casino gaming in this state; or

(4) Participate in any other conduct in relation to the operation of casino gaming that the commission considers inconsistent with passive institutional investment status.

(B) Any investor failing to comply with this rule shall no longer have the status as a passive institutional investor.

Effective: 1/1/2017
Five Year Review (FYR) Dates: 10/14/2016 and 01/01/2022
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.03
Prior Effective Dates: 5/25/2013