Chapter 3772-4 Casino Operator, Management Company, and Holding Company Licenses
The following instructions shall apply to the application for a license as a casino operator, management company or holding company:
(A) A casino operator/management company/holding company that desires to conduct casino gaming shall apply for a license in accordance with Chapter 3772. of the Revised Code by completing an application form prescribed by the Ohio casino control commission.
(B) Applicants for a license are seeking a privilege.
(C) The burden of proving qualifications to receive such a license is at all times borne by the applicant.
(D) The applicant must accept any risk of adverse public notice, embarrassment, criticism, or other action, or financial loss, which may result from action or inaction by the Ohio casino control commission with respect to any application, and Applicant expressly waives any claim for damages as a result thereof.
(E) The Ohio casino control commission may request additional information not prescribed in the application form. The applicant shall provide all information, documents, materials and certifications at the applicant's sole expense and cost.
(F) The applicant is under a continuing duty to promptly disclose any changes in the information provided in the application and requested materials submitted to the Ohio casino control commission. The duty to make such disclosures shall continue throughout any period of the license that is granted by the commission.
(G) All entries on the application form must be typed or printed in block lettering.
(H) Initials or signatures must be in handwriting, unless otherwise stated by the Ohio casino control commission, by the person providing the information. If the application is being completed by someone other than the chief executive officer of the applicant, the chief executive officer must also sign the application. Illegible answers or responses may be grounds for denying the application.
(I) The applicant, if an individual, or the individual authorized to complete the form on behalf of the applicant, must initial only those pages that are so marked.
(J) If additional pages are required in order to answer any question, additional pages may be used and must be attached to the application form. Be sure to indicate the number(s) of the question(s) being answered and initial each additional page. Some schedules may require disclosure of information for more than one individual or entity or type of information. If there are multiple disclosures, applicant must complete the schedule for each individual or entity. each person required to submit a criminal background check must complete and return an authorization to release criminal record form, exhibit 18a.
(K) All notices regarding the application will be sent to the address the Applicant provides on the application form. The applicant must promptly notify the Ohio casino control commission of any change of address.
(L) Failure to answer any question completely and truthfully may result in denial of the application and/or revocation of the license.
(M) If a thorough and complete response to any question cannot be provided at the time of application submission, an applicant must indicate the reason and indicate a date by which a thorough and complete response will be provided.
(N) An applicant should clearly identify those portions of the application that it deems to be confidential, proprietary commercial information or trade secrets. Applications shall be open to public inspection to the extent permitted by sections 149.43 and 3772.16 of the Revised Code. An applicant is advised that, upon request by a third party for information that the applicant has clearly identified as protected from disclosure, the Ohio casino control commission will notify the Applicant and, following such notification, will make a determination whether the information must be disclosed. If it is determined by the Ohio casino control commission that the information is to be disclosed to a third party, the commission shall notify the applicant of its decision. Following that notification, the information shall be provided to the third party within a reasonable period of time unless otherwise prohibited from being released. An applicant waives any liability of the state of Ohio, the Ohio casino control commission, the employees of the commission and its instrumentalities and agents for any damages resulting from any disclosure or publication in any manner.
(O) The applicant must answer every question completely and not leave blank spaces. if a question does not apply to the applicant, the applicant must write "does not apply" in response to that question. if an exhibit or addendum does not apply to the applicant, the applicant must write "does not apply" on the exhibit or addendum.
(P) Appendices are to be provided by the applicant. The required appendices are listed on the application checklist.
(Q) The applicant must submit three hard copies of the application and one additional copy in an electronic format as determined by the Ohio casino control commission.
(R) After initial submission of the application, the applicant must submit a request to the Ohio casino control commission to amend the application along with the proposed amendment. The Ohio casino control commission shall then determine whether the proposed amendment will be allowed.
(S) The completed application must be filed in the Ohio casino control commission's office at: "10 West Broad Street, 6th Floor Columbus, Ohio 43215."
(T) A renewal application must be filed prior to the expiration of deadlines established by the Ohio casino control commission.
(U) An application shall be deemed filed when the completed application forms, including all required documents, materials, photographs and the application fee, have been submitted and the Ohio casino control commission has stamped the application as received. A background investigation will not be initiated by the Ohio casino control commission until it has received a complete application.
(A) The applicant shall provide the location where it is requesting to conduct casino gaming and proof that it is the property owner or is authorized by the property owner to operate casino gaming at the designated location.
(B) The applicant shall provide its name, principal address, business telephone number, social security number or federal tax identification number, contact person and its attorney and its attorney's contact information as requested.
(C) The applicant shall provide its organization documents, its other names and addresses, all businesses operated by the Applicant, all holding companies, intermediaries, subsidiaries, affiliates or other business type entities, and any other states where the applicant conducts business.
(D) The applicant shall provide the names and addresses of all current and former principals associated with the Applicant within the last ten years.
(E) The applicant shall provide information concerning the compensation of current principals. The applicant shall further provide compensation information for all employees who earn over one hundred and fifty thousand dollars.
(F) The applicant shall provide a description of its bonus, profit sharing, pension, retirement, deferred compensation and any other similar plans.
(G) The applicant shall provide all stock information requested in the application.
(H) The applicant shall disclose the ownership interests of current and former partners of the applicant in the last ten years.
(I) The applicant shall list the holders and describe the nature of any long term debt. Long term debt means debt which matures more than one year from the date of issuance or which, by its terms, is renewable for a period of more than one year from the date of issuance.
(J) The applicant shall list the holder(s) of and describe the nature, type, terms, conditions and covenants of all outstanding loans, mortgages, trust deeds, pledges, lines of credit, or other evidence of indebtedness or security interests, other than those described previously, utilized by the applicant and any holding companies, intermediary subsidiaries, affiliates and any other similar business entities of the applicant.
(K) The applicant shall provide a detailed description of any options existing or to be created with respect to securities issued by the applicant which description shall include, but not be limited to, the title and amount of securities subject to option, the year or years during which the options were or will be granted, the conditions under which the options were or will be granted, the consideration for granting the option and the year or years during which, and the terms under which, optionees became or will become, entitled to exercise the options, and when such options expire.
(L) The applicant shall provide information concerning the beneficial owners of security options.
(M) The applicant shall identify all Principals not otherwise identified in the application. Such principals shall include any person as defined in section 3772.01 of the Revised Code that has a five per cent or greater, direct or indirect, ownership interest in the applicant if the applicant is a publicly traded company, or that has a three per cent or greater, direct or indirect, ownership interest in the applicant if the applicant is a privately held company including all children and spouses pursuant to section 3772.11 of the Revised Code.
(N) The applicant shall provide information with respect to each bank, savings and loan association or other financial institution, whether domestic or foreign, in which the applicant has or has had an account over the last ten year period regardless of whether such account was held in the name of the applicant, a nominee of the applicant or was otherwise under the direct or indirect control of the applicant.
(O) The applicant shall provide information with respect to all contracts, agreements, and management agreements, written or oral, that the applicant has entered into or intends to enter into related to its casino facility. This includes all contracts or agreements of one hundred thousand dollars or more in value or from whom the corporation has received one hundred thousand dollars or more in goods or services in the past six months. All management agreements, regardless of compensation level, must be provided.
(P) The applicant shall provide information about each company in which the applicant, applicant's spouse or applicant's children hold an equity interest of greater than five per cent .
(Q) The applicant shall provide information for each change that occurred within the last five years, prior to this application, in the beneficial ownership of the equity securities of the applicant on the part of any person who is indirectly or directly a beneficial owner of more than five per cent of any class of an equity security of the applicant or who is or was within that period a director or officer of the corporation. The applicant must include changes resulting from gift, purchase, sale, exercise of an option to purchase, exercise of an option to sell, grant or receipt of a put or grant or receipt of a call.
(R) The applicant shall provide information about any offenses or charges the applicant or any of its subsidiaries or entities with whom there is a management agreement or any of its principals may have committed or had filed against them. Prior to answering this question, the applicant should carefully review the definitions and instructions that are listed in the application.
(S) The applicant shall provide information regarding the applicant and any of its subsidiaries and principals who have ever been called to testify before, been the subject of an investigation conducted by, or requested to take a polygraph exam by any governmental agency, court, committee, grand jury or investigatory body (municipal, state, county, provincial, federal, national, etc.) other than in response to minor traffic related offenses.
(T) The applicant shall describe all existing litigation and any settled or closed legal action over the past five years in which the applicant, its parent, affiliate, holding company or any subsidiary is or was a party, whether in this state or in another jurisdiction. This description must include the title and docket number of the litigation, the name and location of the court before which it is pending, the identity of all parties to the litigation, the general nature of all claims being made and the nature of any judgments or court dispositions. The applicant must list most recent litigation first.
(U) The applicant must provide all information regarding a judgment, order, consent decree or consent order pertaining to a violation or alleged violation of the federal antitrust, trade regulation or securities laws, or similar laws of any state, province or country entered against it.
(V) The applicant must provide the requested information concerning the amount, type of tax, the taxing agency and times involved if the applicant has filed or been served with a complaint or notice filed with a public body concerning a delinquency in the payment of or a dispute over a filing concerning the payment of a tax required under federal, state or local law.
(W) The applicant must provide the requested information regarding any civil or administrative action or proceeding in bankruptcy that it ever filed or had filed against it, including, but not limited to, the name and location of the court, the case caption, the docket number, and the disposition of the action.
(X) The applicant must provide the following information regarding any application filed by the applicant, its principals or entities with whom the applicant executed a management agreement in any jurisdiction for a license, permit or other authorization to participate in lawful gambling operations within the last ten year period:
(1) The type of license, permit or authorization;
(2) The name and location of the governmental agency from which the license, permit or authorization was sought;
(3) The application number;
(4) Whether the license, permit or other authorization was issued or denied and the date of disposition;
(5) If a license, permit, or authorization was denied, the reasons for denial;
(6) If a license, permit, or authorization was issued, the license, permit, or authorization number, current status, and location of each licensed, permitted or authorized facility;
(7) If a license, permit, or authorization was issued, whether it was subsequently revoked or suspended and the reasons for revocation or suspension;
(8) If a license, permit, or authorization was issued, whether the holder of such license, permit, or authorization was fined, penalized, or otherwise sanctioned and the reasons and circumstances for such fine, penalization, or sanction.
(Y) The applicant shall provide all information regarding bribes or kick backs made or alleged to have been made by the applicant or any principal, or employee or any third party acting on behalf of any of the foregoing during the previous ten years. The applicant must also provide any bank accounts not reflected on its books and records regarding contributions, disbursements and accounts.
(Z) The applicant shall provide all information concerning any political contribution, loan, donation or other payment of one hundred dollars or more made by the applicant in the year immediately prior to filing this application to a statewide office holder, a member of the general assembly a local government official elected in a jurisdiction where the casino facility is located, or any ballot issue.
(AA) The applicant shall provide a description of any proposed casino gaming operation and related casino enterprises, including the type of casino facility, location, expected economic benefit to the community, anticipated or actual number of employees, a statement regarding compliance with federal and state affirmative action guidelines, projected or actual admissions, projected or actual gross receipts, scientific market research, and its responsible gaming plan.
(A) The applicant shall submit a facility plan for the location at which it wishes to conduct casino gaming. This plan shall include a drawing of the facilities and the date for successful completion of the facility.
(B) The applicant shall also state the prospective total annual revenue to be collected by the state of Ohio, any other political subdivisions and any school districts from the conduct of casino gaming over the three years following the date of submission of the application.
(C) The applicant shall submit detailed organizational and operational plans for casino gaming at the casino facility.
(D) The applicant shall submit estimated start-up costs, including the cost of casino construction. The applicant shall demonstrate proposed compliance with investment requirements set forth in section 3772.27 of the Revised Code.
(E) The applicant shall submit a statement concerning the capitalization of the proposed casino gambling operation.
(F) The applicant shall submit any documents relating to any oral or written agreements entered on behalf of the applicant and any governmental entity or subdivision thereof in Ohio.
(G) The applicant shall submit a description of the applicant's employment plan relating to the casino facility.
(A) The applicant shall sign and notarize a request to release information. The applicant may not change or alter this request.
(B) The applicant shall sign and accept any and all conditions set forth by the casino control commission for a casino operator.
(C) The applicant shall complete and sign a request for transcript of a tax return and any other forms as requested by the casino control commission.
(D) The applicant shall submit its responsible gaming plan.
(E) The applicant shall submit human resources policies regarding training for employees, background checks and responsible gaming.
(A) An applicant for a casino operator, management company or holding company license must submit the information required by the commission, must undergo a background investigation and must pay an application fee and license fee as described in rules 3772-4-06 and 3772-4-07 of the Administrative Code.
(B) Casino operator, management company and holding company licensees and license applicants must provide the commission with all the information, documents and materials that the commission requests at the sole expense and cost of the licensees and applicants.
(C) A holding company not otherwise required to obtain a license must submit the information required by the commission and provide the commission with all the information, documents and materials that the commission requests at the sole expense and cost of the casino operator licensee or applicant.
(D) Casino operator, management company and holding company licenses expire three years after the date of licensure.
(E) A casino operator, management company or holding company licensee may request renewal of the license by submitting the information required by the commission for renewal not less than one hundred eighty days before the expiration of the license and paying all applicable fees as described in rule 3772-4-06 of the Administrative Code.
(F) Licenses may be renewed for continuous three year terms provided the applicant satisfies all of the requirements of Chapter 3772. of the Revised Code and the rules adopted thereunder.
(A) An applicant for an initial or new casino operator, management company or holding company license shall pay a nonrefundable application fee of one million five hundred thousand dollars for each application.
(B) An applicant for a renewal casino operator, management company or holding company license shall pay a minimum nonrefundable application fee of five hundred thousand dollars for each application.
(C) The application fee for a renewal casino operator, management company or holding company license may be increased to the extent that the cost of the investigation and review relating to an applicant exceeds the application fee set forth in paragraph (B) of this rule. The executive director of the commission or his or her designee shall advise the applicant in writing that an additional application fee is required. Once an applicant is directed to submit an additional application fee, the commission will take no additional steps with respect to the application until the increased application fee is paid in accordance with paragraph (D) of this rule.
(D) All fees shall be submitted in the form of a certified check, cashier's check, or electronic funds transfer payable to the treasurer of the state of Ohio.
(A) Upon a determination by the commission that an applicant for an initial casino operator license is eligible to be issued a license, the applicant shall pay an upfront, nonrefundable license fee of fifty million dollars for each casino facility.
(B) Upon a determination by the commission that an applicant for a new casino operator, management company or holding company license is eligible to be issued a license, the applicant shall pay a nonrefundable license fee of one million five hundred thousand dollars for each casino facility.
(C) Upon a determination by the commission that an applicant for a renewal casino operator, management company or holding company license is eligible to be issued a license, the applicant shall pay a nonrefundable license fee of one million five hundred thousand dollars for each casino facility.
(D) All fees shall be submitted in the form of a certified check, cashier's check, or electronic funds transfer payable to the treasurer of the state of Ohio.
(A) An applicant for a casino operator, management company or holding company license shall establish, by clear and convincing evidence, the applicant's suitability for licensure.
(B) An applicant for a casino operator, management company or holding company license shall establish, by clear and convincing evidence, the suitability of all holding companies that are not required to obtain a holding company license.
(C) An applicant for a casino operator, management company or holding company license shall establish, by clear and convincing evidence, the qualification and suitability for a key employee license of the following individuals required to obtain a key employee license, if applicable, and any key employees in a similar or equivalent position, prior to the issuance of the casino operator, management company or holding company license:
(1) Chief executive officer;
(2) Chief operating officer;
(3) General manager of casino facility;
(4) Casino manager;
(5) Chief financial officer;
(7) Principal accounting officer;
(8) General counsel or chief legal officer;
(9) Chief compliance officer of a holding company that conducts or participates in conducting casino gaming;
(10) Director of the applicant or its holdings companies;
(11) Member or partner; and
(12) Executive officers that exercise significant influence over the operations of the applicant or its holding companies.
(D) An applicant for a casino operator, management company or holding company license shall establish the suitability of any other individual who holds more than five percent ownership interest in the applicant, who exercises significant influence over the casino operations in this state, or who directly or indirectly controls the applicant, or any other individual identified by the commission.
(E) In determining whether to grant, maintain or renew a casino operator, management company or holding company license, the commission shall evaluate and consider the following factors in addition to those set forth in Chapter 3772. of the Revised Code:
(1) The reputation and business experience of the applicant and its holding companies;
(2) Whether the applicant and its holding companies possess good character, honesty and integrity;
(3) Whether the applicant and its holding companies possess financial stability, integrity and responsibility;
(4) The ability of the applicant to purchase and maintain adequate liability and casualty insurance;
(5) The ability of the applicant for a casino operator license to post and maintain a surety bond in the amount of one million dollars in accordance with the requirements in section 3772.112 of the Revised Code;
(6) The compliance history of the applicant, its holding companies, and its affiliates or affiliated companies with casino-related licensing requirements in this state or any other jurisdiction;
(7) The criminal history of the applicant and its holding companies in any jurisdiction;
(8) Whether and to what extent the applicant or its holding companies have associated with members of organized crime and other persons of disreputable character;
(9) Whether the applicant or its holding companies have filed or had filed against it a proceeding for bankruptcy or have ever been involved in any formal process to adjust, defer, suspend, or otherwise resolve the payment of any debt;
(10) Whether the applicant or its holding companies have been served with a complaint or other notice filed with any public body regarding a payment of any tax required under federal, state or local law that has been delinquent for one or more years;
(11) Whether the applicant or its holding companies have been a defendant in litigation involving its business practices during the past ten years;
(12) The extent to which the applicant or its holding companies have cooperated with the commission in connection with the background investigation;
(13) The extent to which the applicant or its holding companies have provided accurate and complete information in the application;
(14) The suitability of the facilities or proposed facilities for the conducting of casino gaming;
(15) The prospective total revenue to be collected by the state for the conducting of casino gaming; and
(16) Whether awarding the license would undermine the public's confidence in the casino gaming industry in this state.
(A) All casino operator, management company and holding company licensees and applicants shall submit to the commission, in writing, the following information:
(1) Changes to the name of the licensee or applicant or its holding companies;
(2) Changes to the state of incorporation or principal place of business of the licensee or applicant or its holding companies;
(4) Changes regarding shareholders who hold greater than five per cent ownership interest in the licensee or applicant or its holding companies;
(5) Any bankruptcy filed by the licensee or applicant or its holding companies;
(6) Any arrest of or charge filed against the licensee or applicant, holding companies or any of the individuals required to be found suitable under rule 3772-4-08 of the Administrative Code for any crime or offense occurring in any jurisdiction, excluding minor traffic offenses;
(7) Any inquiry into, investigation of or action filed against the licensee or applicant or any of the individuals required to be found suitable under rule 3772-4-08 of the Administrative Code by any gaming regulatory agency or authority, or other governmental agency or authority, except for routine renewal application reviews;
(8) Any rejection, suspension, revocation or denial of any gaming-related application or license, and any fine, penalty or settled amount relating to any gaming-related license imposed upon or agreed to by the licensee or applicant or any individual required to be found suitable under rule 3772-4-08 of the Administrative Code in any jurisdiction; and
(9) Any other information that would affect the licensee's or applicant's suitability to obtain and maintain a license under Chapter 3772. of the Revised Code or the rules adopted thereunder.
(B) Each casino operator, management company and holding company licensee shally notify the commission of any key employee or casino gaming employee licensee whose employment has been terminated or suspended for any reason, by the casino operator, management company or holding company licensee.
(C) All information required to be submitted under this rule must include the name and license number, if applicable, of the licensee or applicant and be submitted within ten calendar days of the change or occurrence of the event.
(A) Each casino operator, management company or holding company licensee or applicant shall submit written minimum internal control standards for commission approval at least sixty days before the licensee or applicant's anticipated casino facility opening.
(B) Except as provided in paragraph (C) of this rule, each casino operator, management company or holding company licensee or applicant shall not enter into a contract with a contractor who/that will provide in excess of one hundred thousand dollars worth of goods and/or services to the licensee or applicant in a twelve month rolling period unless the contractor certifies all of the following:
(1) That the contractor's owners, officers or directors have not been convicted of or pleaded guilty to any felony, any gambling offense or any theft offense;
(3) That the contractor's owners, officers or directors are not on the involuntary exclusion list;
(5) That the contractor has met all tax or other monetary obligations to the federal government, to this state and to any applicable local governments of this state;
(6) That the contractor has all approvals, licenses or other qualifications needed to conduct business in this state and that all are current;
(7) That the contractor will immediately notify the casino operator, management company or holding company licensee or applicant if at any time during the term of the contract any information provided in the contractor's certification changes; and
(8) That the contractor agrees and acknowledges that the contract is subject to immediate termination if the contractor provided any false or misleading information in its certification or if there is a subsequent material change to the certification.
(C) This rule does not apply to the following persons:
(1) Any person licensed or required to be licensed as a gaming-related vendor under Chapter 3772. of the Revised Code and the rules adopted thereunder;
(2) Licensed professional service firms, including attorneys, architects, engineers, and accountants;
(3) Regulated insurance company;
(4) Employee benefit or retirement plan provider, including the administrator;
(5) Regulated bank or savings and loan association;
(6) Public utilities;
(7) Municipalities; and
(8) Any other regulated entity as requested in writing by the licensed casino operator and approved by the executive director or executive director's designee.
(D) The casino operator, management company or holding company licensee or applicant shall notify the commission within five business days, if the licensee or applicant receives notification from the contractor pursuant to paragraph (B)(7) of this rule, terminates a contract pursuant to paragraph (B)(8) of this rule or discovers that a contractor has provided false or misleading information in its certification.
(A) As set forth in section 5753.04 of the Revised Code and any rules adopted thereunder, no later than noon on each day banks are open for business, each casino operator shall file a return and pay all taxes levied in Chapter 5753. of the Revised Code.
(B) Each casino operator shall provide the tax commissioner with any report, schedule, document or other information requested that will assist the tax commissioner in determining the proper tax levied by section 5753.02 of the Revised Code is collected. The commission shall be copied on any responses to the tax commissioner's requests.