Experience
Acquisition of Privately-Held Company with Gaming Licenses
When a publicly-traded company sought to acquire a privately-held company whose assets included certain gaming vendor licenses across multiple jurisdictions, they turned to Dinsmore for assistance. Our attorneys worked closely with the client to provide counsel on the complex regulatory requirements encompassed by the transfer of the gaming licenses upon completion of the transaction. We also advised on the content and interpretation of four different jurisdictional gaming licensing schemes, including tribal agreements, to ensure the transaction would proceed successfully and without any disruptions to our client’s ongoing business.
Purchase and Sale of Sport Horse and Thoroughbred Farms
The Firm routinely represents buyers and sellers in the purchase and sale of sport horse and thoroughbred horse farms in Central Kentucky, including Split Rock Farm; a 150 acre farm adjoining Claiborne Farm in Bourbon County; a 385 acre farm in Woodford County; Maplecrest Farm, Take The High Road, Oasis Stables North and a carriage horse training and boarding farm located in Scott County.
Represented Investor Group in Purchase of Interest in Kentucky Racetrack
Assisted investor group with purchase of minority interest in Kentucky racetrack and advice on expansion of operations into historical horse racing machines (“HHR”) and the legality thereof. Negotiation of purchase agreement, shareholder agreement and management agreement. Provided counsel regarding licensing of owners of minority interest in the racetrack and successful representation before the Kentucky Horse Racing Commission. Provided ongoing corporate governance and pari-mutuel wagering advice throughout term of ownership.
Representation of Advanced Deposit Wagering (“ADW”) Companies
Ongoing representation of numerous advanced deposit wagering (“ADW”) (iGaming) companies with respect to federal and 50 state legal opinions for purposes of assessing legality and licensing requirements in each state culminating in payment processing opinions provided to major processors such as World Pay, Pay Pal, First Data and others. Analysis and application of Wire Act, Unlawful Internet Gambling Enforcement Act, UIGEA, and other federal and state gaming laws.
Bid to Obtain New Racetrack and Gaming License
Representation of publicly traded gaming company in bid to obtain new racetrack and gaming license before the Kentucky Horse Racing Commission. Analysis of applicable statutes and regulations, competitive environment and competing bids, license and bid submissions. Numerous appearances before The Kentucky Racing Commission on behalf of the client.
Sale of an Interest in iGaming Company
Counseled client through the sale of an interest in iGaming company as well as option agreements for sale of additional percentages in the company, earn-out provisions and related contract negotiations. Drafted rules and regulations for online fantasy horse racing handicapping qualifiers and tournaments. Reviewed contracts with major racetracks, National Thoroughbred Racing Association, and National Handicapping Championship.
Counsel to Private Equity Firm in $150 Million Dollar Financing of Kentucky Downs
Kentucky lender’s counsel and specialty (gaming and regulatory) counsel to private equity firm in $150 Million Dollar financing of purchase and redevelopment of Kentucky Downs racetrack and gaming operation. Review of corporate operating documents, term sheet, commitment letter, deposit account control agreements, credit agreements, guarantees, Kentucky mortgages and title work. Representation before the Kentucky Horse Racing Commission for regulatory approval of financing and securitization of gaming assets. Advised on the content and interpretation of Kentucky horse racing, pari-mutuel wagering, historical horse racing laws, and gaming changes, with regard to statutes and regulations.
Counsel to World Equestrian Center
Corporate and Regulatory counsel to World Equestrian Center in all aspects of organization and implementation of world class equestrian facility equestrian events at Florida and Ohio facilities. We advise ownership and management regarding USEF and FEI license applications, mileage exemption requests, appeal of date awards, and negotiation of global resolution of Florida date requests.
Real Life Background = Real World Legal Advice
Derek Braun needs more than a corporate attorney when conducting business for his Split Rock Show Jumping Tour company based Lexington, Ky. He needs an attorney with in-depth knowledge and experience working in the equine industry. Dinsmore attorney Laura Holoubek and her team have been meeting those needs for more than a decade. Laura advises national and international clients on all types of equine matters, chaired the University of Kentucky College of Law’s Annual National Equine Law Conference for six years, and established the Equine Law program at the university as an adjunct professor, the first of its kind in the nation.
“Her equine law experience is invaluable for me,” Derek said. “Like in any other industry, you need someone who knows the (business’s) ins and outs.”
“Laura is unique as she also is a competitor so she brings her horse background along with business and legal expertise to the discussion.”
When Derek purchased a farm and established the Split Rock Jumping Tour, Laura and her team began providing counsel on his business, real estate, intellectual property and equine-specific needs. Over time, the tour has steadily grown from one to 11 events in six states annually, and it is revered by top equestrian competitors, owners, and sponsors. Laura and her Dinsmore team continue to advise Derek on matters including USEF and FEI horse show date applications; vendor, judge, and steward agreements; live-streaming agreements; software application development agreements; sponsorship and management agreements, liability, employment matters; and general advice involving the tour’s conduct and operation. This counsel ensures Derek can both grow his business and pursue his passion.
Photo credit: Winslow Photography
Horse Boarding Operations
We routinely represent clients of all equine disciplines in farm purchases, with the intent to undertake a horse boarding operation. In conjunction with the client’s accountants, we advise clients on entity formation and form entities to hold the real estate and run the business, respectively. We prepare a lease agreements for the business LLC to lease the farm from the property LLC, and we facilitate the transfer of personal property (horses) into the business LLC. We also advise the client on risk management and insurance issues relating to boarding operations including boarding agreements and waivers.
Counsel to Equine Non-Profits
We serve as outside general counsel for numerous equine non-profits including Saddlebred Rescue, Retired Racehorse Project, The Thoroughbred Makeover, New Vocations, Paso Fino Horse Association. Our equine rescue and rehabilitation clients purchase horses from auctions and sales, or receive donated horses, to rehabilitate any health concerns, by using a professional trainer to evaluate the horses, determine their level of training and suitability, and adopt them into appropriate homes. Our work for rescues includes handling corporate compliance, insurance and fundraising issues, drafting and guiding policies on social media use and revising adoption contracts and releases.
Advise International Gaming Companies
Ongoing counsel to international gaming companies on U.S. gaming law (civil and criminal) including the Wire Act, Interstate Horseracing Act, and Unlawful Internet Gambling Enforcement Act (UIGEA), simulcasting agreements, trademarks and other intellectual property protection, and foreign entity qualification in various state jurisdictions.
Syndication of Thoroughbred Stallions, & Sport Horses
We draft and negotiate purchase and sales agreements for racehorses, stallion prospects and elite show jumpers, hunters and event horses.
Our attorneys have drafted and/or negotiated agreements for BIG BROWN, GHOSTZAPPER, AWESOME AGAIN, WAR PASS, FLOWER ALLEY, POINT OF ENTRY, FORT LARNED, WIN WIN WIN, GLOBAL ACCESS, TO HONOR & SERVE, DIALED IN, THOUSAND WORDS, DENNIS' MOMEMT, FREE DROP, BILLY, ICEBOX, BRILLIANT SPEED, JACK CHRISTOPHER, and many others.
Corporate law
Chaired ABA subcommittee on LLC Organizational Checklist culminating in the publication and presentation of the LLC Organizational Checklist (annotated) in the August 2014 edition of the Business Lawyer.
Advise on choice of entity, drafting of formational documents, drafting operating agreements, negotiation of management and member provisions, shareholder agreements, bylaws, buy-sell agreements or transfer restrictions, representation of managers and minority interest holders, licensing and royalty agreements, non-compete agreements and taxation differences between entity selections.
Advised international safety and security company on all aspects of establishing a U.S. based subsidiary including all necessary organizational, corporate, and employment documents, and products and other liability insurance.