Section R. 432.1504 - Waiver for institutional investorsRule 504.
(1) An institutional investor who acquires beneficial ownership of a person that has applied for or holds a casino license or supplier license shall notify the board within 14 days after the institutional investor acquires the interest or files form 13-D or 13-G with the Securities and Exchange Commission, or both, and shall provide additional information, and may be subject to a finding of suitability, as required by the board.(2) An institutional investor who acquires and holds a less than 15% interest in a person that has applied for or holds a casino license or supplier license in this state may apply to the board for a waiver of the eligibility and suitability requirements of the act. The licensee in whom the institutional investor acquires the interest must file an application for approval of the transfer within 30 days after the transfer. Within the same time period, the institutional investor must file either an application for a waiver or application and disclosure forms for qualification as part of the relevant licensees license.(3) Unless otherwise provided by the board, an application for a waiver shall include all of the following information: (a) A description of the institutional investor's business and a statement as to why the institutional investor is within the definition of institutional investor.(b) A certification made under oath and subject to the penalty of perjury that the interest was acquired, and is being held, for investment purposes only and was acquired, and is being held, in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the board of directors or any change in the corporate charter, bylaws, management, policies, or operations of the person in which the institutional investor has acquired the interest. The signatory shall also certify that it is not its current intention to influence or affect the affairs of the person in which it has acquired the interest. In addition, the signatory shall explain the basis of his or her authority to sign the certification and to bind the institutional investor to its terms. The certification shall also provide that the institutional investor agrees to be bound by, and comply with, the act and this part, is subject to the jurisdiction of the courts of Michigan, and consents to this state as the choice of forum if a dispute, question, or controversy arises regarding the application of this rule.(c) The name, address, telephone number, and social security number of the officers and directors, or their equivalent, of the institutional investor as well as those persons who have direct control over the institutional investor's holdings of voting securities of the person in which the institutional investor has acquired the interest.(d) The name, address, telephone number, and social security number or federal tax identification number of each person who has the power to direct or control the institutional investor's exercise of its voting rights as a holder of voting securities of the person in which it has acquired the interest.(e) The name of each person who beneficially owns greater than 5% of the institutional investor's voting securities or other equivalent.(f) To the extent known by the institutional investor, a list of the institutional investor's affiliates that have greater than a 5% interest in the institutional investor.(g) A list of all equity securities of the person in which the institutional investor has acquired an interest subject to this part that are or were, directly or indirectly, beneficially owned by the institutional investor or its affiliates within the preceding 1-year period. This list shall set forth a description of the securities, the amount of the securities, and the date of the acquisition or sale, or both.(h) A list of all regulatory agencies with which the institutional investor or any of its affiliates that beneficially own equity securities of the person in which it has acquired an interest subject to this part files periodic reports, and the name, address, and telephone number of the person, if known, to contact at each agency regarding the institutional investor.(i) To the extent known, a disclosure of all criminal sanctions imposed against the institutional investor, its affiliates, and any of its current or former officers or directors during the preceding 10 years. A disclosure of all regulatory sanctions imposed during the preceding 10 years and of any administrative or court proceedings filed against the institutional investor, its affiliates, or any of its current officers or directors in the preceding 5 years, or any former officer or director whose tenure ended within the preceding 12 months.(j) A copy of any filing made under 15 USC 18a with respect to the acquisition or proposed acquisition of securities of the person in which it has acquired the interest subject to this part.(k) Any additional information the board may request to ensure compliance with the act and these rules.(4) The board may require that any person, including an institutional investor, seeking approval to hold ownership interests subject to this part apply for a finding of suitability in accordance with this rule if the board deems the finding of suitability necessary to ensure compliance with the act and these rules. If the board denies a request for an institutional investor waiver, the institutional investor must, within 30 days, either divest itself of the interest or file application and disclosure forms for qualification as part of the relevant licensees license.(5) The following activities are deemed to be consistent with holding equity securities for investment purposes only under this rule: (a) Voting, directly or indirectly, through the delivery of a proxy furnished by the board of directors, on all matters voted on by the holders of the voting securities.(b) Serving as a member of a committee of creditors or security holders formed in connection with a debt restructuring.(c) Nominating a candidate for election or appointment to the board of directors in connection with a debt restructuring.(d) Accepting appointment or election as a member of the board of directors in connection with a debt restructuring and serving in that capacity until the conclusion of the member's term.(e) Making financial and other inquiries of management of the type normally made by securities analysts for information purposes and not to cause a change in its management, policies, or operations.(f) Other activities that the board determines to be consistent with the investment intent.(6) A person created under the laws of a foreign country who acquires an interest of greater than 5% in a publicly traded corporation that has applied for or holds a casino license or supplier license or greater than 1% in a nonpublicly traded person that has applied for or holds a casino license or supplier license, shall file reports as the board may prescribe and is subject to a finding of suitability under the act.Mich. Admin. Code R. 432.1504
1998-2000 AACS; 2019 MR 9, Eff. 5/17/2019