A. If a company applicant or company licensee proposes to transfer ownership of twenty percent or more of the applicant or licensee, it shall notify the board in writing and provide the following information about the successor company:

1. (1) if the company is a publicly traded corporation, as of the date the company became a publicly traded corporation, and on any later date when the information changes, the names of all stockholders of record who hold five percent or more of the outstanding shares of any class of equity securities issued by the publicly traded corporation;
2. (2) the names of all officers within thirty days of their respective appointments;
3. (3) the names of all directors within thirty days of their respective elections or appointments;
4. (4) the organization, financial structure and nature of the businesses the company operates;
5. (5) if the company is a publicly traded corporation, the terms, position, rights and privileges of the different classes of securities outstanding as of the date the company became a publicly traded corporation;
6. (6) if the company is a publicly traded corporation, the terms on which the company's securities were issued during the three years preceding the date on which the company became a publicly traded corporation and the terms on which the publicly traded corporation's securities are to be offered to the public as of the date the company became a publicly traded corporation;
7. (7) the terms and conditions of all outstanding indebtedness and evidence of security pertaining directly or indirectly to the company;
8. (8) remuneration exceeding one hundred thousand dollars ($100,000) per year paid to persons other than directors, officers and key executives who are actively and directly engaged in the administration or supervision of the gaming activities of the company;
9. (9) bonus and profit-sharing arrangements within the company directly or indirectly relating to its gaming activities;
10. (10) management and service contracts of the company pertaining to its gaming activities;
11. (11) options existing or to be created pursuant to its equity securities;
12. (12) balance sheets and profit and loss statements, certified by independent certified public accountants or their foreign equivalents, for not less than the three fiscal years preceding the date of the proposed transfer of ownership;
13. (13) any further financial statements deemed necessary or appropriate by the board; and

14. (14) a description of the company's affiliated companies and intermediary companies and gaming licenses, permits and approvals held by those entities.

    B. The board shall determine whether the proposed transaction is a transfer or assignment of the license as prohibited by Subsection G of Section 60-2E-14 NMSA 1978. If the board determines that the proposed transaction is prohibited, it shall notify the licensee in writing and shall require the proposed transferee to file an application for a license. If the board determines that the proposed transaction is not a prohibited transfer or assignment of the license, it shall make a determination as to whether to issue a certification approving the transaction. The board shall consider the following information about the successor company in determining whether to certify the transaction:

15. (1) the business history of the company, including its record of financial stability, integrity and success of its gaming operations in other jurisdictions;
16. (2) the current business activities and interests of the company, as well as those of its officers, promoters, lenders and other sources of financing, or any other persons associated with it;
17. (3) the current financial structure of the company as well as changes that could reasonably be expected to occur to its financial structure as a consequence of its proposed action;
18. (4) the present and proposed compensation arrangements between the company and its directors, officers, key executives, securities holders, lenders or other sources of financing;
19. (5) the equity investment, commitment or contribution of present or prospective directors, key executives, investors, lenders or other sources of financing; and

20. (6) the dealings and arrangements, prospective or otherwise, between the company and its investment bankers, promoters, finders or lenders and other sources of financing.

    C. The board may issue a certification upon receipt of a proper application and consideration of the criteria set forth in Subsection B of this section if it finds that the certification would not be contrary to the public interest or the policy set forth in the Gaming Control Act.

    D. The board shall require the officers, directors key executives and holders of an equity security interest of five percent or more of the successor company and any other person specified in the Gaming Control Act to apply for and obtain a certification of finding of suitability.

History: Laws 1997, ch. 190, § 24; 2009, ch. 199, § 9.

ANNOTATIONS

The 2009 amendment, effective June 19, 2009, in Subsection A, after "company license", deleted "is or becomes a publicly traded corporation, it shall register with the board" and added "proposes to transfer ownership of twenty percent or more of the applicant or licensee, it shall notify the board in writing" and after "the following information", added "about the successor company"; added Paragraph (1) of Subsection A; in Paragraph (4) of Subsection A, after "nature of the business in", deleted "publicly traded corporation" and added "company"; in Paragraphs (5) and (6) of Subsection A, at the beginning of each sentence, added "if the company is a publicly traded corporation"; in Paragraph (7) of Subsection A, after "indirectly to the", deleted "publicly traded corporation" and added "company"; in Paragraph (8) of Subsection A, changed "fifty thousand dollars ($50,000)" to "one hundred thousand dollars ($100,000)" and after "gaming activities of the", deleted "publicly traded corporation" and added "company"; in Paragraph (9) of Subsection A, after "arrangements within the", deleted "publicly traded corporation" and added "company"; in Paragraph (10) of Subsection A, after "contracts of the", deleted "corporation" and added "company"; in Paragraph (12) of Subsection A, after "certified public accountants", added "or their foreign equivalents" and after "preceding the date", deleted "the company became a publicly traded corporation" and added "of the proposed transfer of ownership"; in Paragraph (14) of Subsection A, after "description of the", deleted "publicly traded corporation’s" and added "company’s"; in Subsection B, after "The board shall", deleted "consider the following criteria in determining whether to certify a publicly traded corporation" and added the remainder of the subsection; in Paragraph (1) of Subsection B, after "business history of the", deleted "publicly traded corporation" and added "company"; in Paragraph (3) of Subsection B, after "financial structure of the", deleted "publicly traded corporation" and added "company"; in Paragraph (4) of Subsection B, after "arrangements between the", deleted "publicly traded corporation" and added "company"; in Paragraph (6) of Subsection B, after "otherwise, between the", deleted "publicly traded corporation" and added "company"; and added Subsection D.