Chapter 3772-3 | Institutional Investors and Records Retention

Rule 3772-3-01 | Institutional investor suitability or qualification.

• Effective: October 26, 2024
• Promulgated Under: 119.03

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

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

(2) A completed certification form, as 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.

(C) An entity should clearly identify those portions of the information submitted to the commission that the entity deems confidential, proprietary commercial information, trade secrets, or otherwise not subject to disclosure as a public record under Ohio law. Information provided as part of the suitability or qualification process is open to public inspection to the extent permitted by Ohio's Public Records Act and section 3772.16 of the Revised Code.

Last updated October 29, 2024 at 8:16 AM

Supplemental Information

Authorized By: 3772.03, 3772.033
Amplifies: 3772.01, 3772.03, 3772.10
Five Year Review Date: 1/3/2027
Prior Effective Dates: 2/23/2013, 1/1/2017

Rule 3772-3-02 | Passive behavior.

• Effective: January 3, 2022
• Promulgated Under: 119.03

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

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

(2) 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

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

(B) Any investor failing to comply with this rule will no longer be considered a passive investor.

Last updated January 3, 2022 at 10:41 AM

Supplemental Information

Authorized By: 3772.03, 3772.033
Amplifies: 3772.03
Five Year Review Date: 1/3/2027
Prior Effective Dates: 5/25/2013

Rule 3772-3-03 | Duty to update information.

• Effective: January 3, 2022
• Promulgated Under: 119.03

An institutional investor must notify the commission within ten calendar days of any of the following changes or occurrences:

(A) Any increase in its percentage ownership of the securities of or any intent to exercise influence over the affairs of a casino operator, management company, holding company, or gaming-related vendor that would affect the entity's presumption of suitability or qualification as an institutional investor;

(B) Any changes to its name or to its state of incorporation or principal place of business;

(C) 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) 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; or

(E) 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.

Last updated January 3, 2022 at 10:41 AM

Supplemental Information

Authorized By: 3772.03, 3772.033
Amplifies: 3772.03, 3772.10
Five Year Review Date: 1/3/2027
Prior Effective Dates: 2/23/2013

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

• Effective: January 3, 2022
• Promulgated Under: 119.03

The commission may rescind any institutional investor designation if:

(A) The institutional investor exercises or intends to exercise influence over the affairs of the casino operator, management company, holding company, or gaming-related vendor.

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

(C) This rule does not 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.

Last updated January 3, 2022 at 10:41 AM

Supplemental Information

Authorized By: 3772.03, 3772.033
Amplifies: 3772.01, 3772.03, 3772.10
Five Year Review Date: 1/3/2027
Prior Effective Dates: 4/1/2012, 1/1/2017