Current through April 3, 2024
(1) A License or
Registration is not transferrable except as set forth in Rule
1350-01-.14(4)
below.
(2) A Licensee or Registrant
shall give Immediate Notice to the Council of any proposed change of control
upon entering into an oral or written agreement regarding the proposed change
of control. A change of control of a Licensee or Registrant occurs when a
Licensee or Registrant:
(a) Sells, transfers,
assigns, gifts or donates, or otherwise disposes of more than fifty percent
(50%) of its ownership interests;
(b) Sells more than fifty percent (50%) of
the voting stock of a corporation that controls the Licensee, or Registrant;
or
(c) Sells, transfers, assigns,
gifts or donates, or otherwise disposes of all or substantially all of the
Licensee's, or Registrant's assets, other than those bought and sold in the
ordinary course of business;
(3) If the entity assuming control intends to
operate a Sports Gaming Operation or serve as a Vendor in Tennessee, it must
submit a License or Registration application to the Council within thirty (30)
days of entering into any agreement to effectuate the change of control, unless
the provisions of Rule
1350-01-.14(4)
apply. If the new entity is applying for a License, it must submit the $50,000
application fee to the Council contemporaneously with its application.
(a) Upon receipt of the License or
Registration application and application fee from the new entity, the Council
may approve the continuation of the original License or Registration until such
time as the new entity's application for a License or Registration is approved
or denied by the Council. Immediately upon approval or denial of the new
entity's License or Registration, the original entity's License or Registration
will become void.
(b) A new entity
who receives a License under this Rule
1350-01-.14(3)
must pay the License fee of $750,000 (less the $50,000 application fee) within
ten (10) days of approval of the License.
(c) The new entity's License anniversary date
for renewal purposes is one year from the date that the Council approves the
new License. The new entity's Registration anniversary date for renewal
purposes is three years from the date that the Council approves the new
Registration.
(d) A new entity who
receives a Registration under this Rule
1350-01-.14(3)
must pay the Registration fee, in accordance with Rule
1350-01-.04(g)
2., within ten (10) days of approval of the Registration
(4) The Council may approve the transfer of a
License or Registration involving the sale, transfer, assignment, gift, or
donation of an interest in all or substantially all of a Licensee or
Registrant's assets, to an individual, group of individuals, or entity which
has previously been determined by the Council to have met the qualifications of
a Licensee or Registrant during the preceding year and that is currently
Licensed or Registered and in Good Standing. In the event that the Council
approves a transfer of a License or Registration in accordance with this Rule,
the following provisions will apply:
(a) The
Licensee or Registrant who will hold the License or Registration after the
transfer must complete a Change of Control Form, which will be provided on the
Council's website, within thirty (30) days of entering into any agreement
regarding the proposed change of control. The Council may seek any information
or documents regarding the transaction that it deems necessary.
(b) The transferred License or Registration
shall be valid for the period of time remaining under the original License or
Registration. The License or Registration must thereafter be renewed by the
timely filing of a renewal application and, for Licensees, the payment of the
$50,000 renewal fee, sixty (60) days prior to the original License or
Registration's anniversary date.
(c) A Licensee who assumes control under this
provision must pay the License renewal fee (less the $50,000 application fee)
on the original Licensee's anniversary renewal date. A Registrant who assumes
control must pay the Registration fee applicable to a subsequent renewal term
on the original Registrant's renewal date.
(5) Any change of control that is effectuated
without the express approval of the Council in accordance with these Rules is
prohibited and will result in the Licensee's License or Registrant's
Registration being void.
Authority: T.C.A. §§
4-49-106,
4-49-117,
4-49-121, and
4-49-124 and 2023 Tenn. Pub. Acts,
Ch. 450.
