Sidley has an integrated, cross-disciplinary team of lawyers with a long tradition of helping clients in the global betting and gaming industry navigate legal and business complexities in this rapidly growing and evolving space.
Transactions
Sidley represents public companies, private equity sponsors, family offices, and other clients in a wide array of high-profile and highly sensitive transactions in the gaming and sports betting space. Clients rely on our deep transactional experience and knowledge of their businesses and investments to guide them throughout the entire life cycle of a transaction. Our capabilities include advising on acquiring controlling stakes, “take privates,” venture financings, minority investments, joint venture transactions, and dispositions and exits, as well as advising on corporate governance and financing transactions and restructuring matters. Clients depend on Sidley’s deep transactional experience and understanding of their businesses and investments to guide them through the entire transaction lifecycle.
Representative Experience
- Represented International Game Technology, in connection with its US$6.3 billion sale of its Global Gaming and PlayDigital Businesses to funds managed by affiliates of Apollo Global Management, Inc. and the related acquisition by such funds of Everi Holdings Inc.
- Advised BetCity and its shareholders, in relation to its acquisition by Entain PLC.
- Represented Churchill Downs Incorporated in multiple transactions, including:
- its acquisition of substantially all of the assets of Peninsula Pacific Entertainment for US$2.45 billion;
- its acquisition of a majority equity interest in Rivers Casino Des Plaines, in a joint venture with Rush Street Gaming;
- its acquisition of Exacta Systems, a provider of technology to support horse racing; and
- the sale of its mobile gaming subsidiary, Big Fish Games, to Aristocrat Leisure Limited in a transaction valued at US$990 million.
- Represented Elaine Wynn, co-founder and largest shareholder of Wynn Resorts, the US$20 billion market cap casino company, in a much-publicized proxy fight to change Wynn Resorts’ board and modernize its governance practices.
- Represented Z Capital Partners, LLC and Affinity Gaming, in its combination with Sports Information Group, publisher of the Daily Racing Form.
- Represented Dream Sports Inc., India’s leading sports tech company, in a US$840 million investment by Falcon Edge.
- Represented Inspired Entertainment, Inc., in connection with the refinancing of its £240 million Term Loan B and revolving credit facilities.
- Represented Bullpen Parlay Acquisition Company, an innovative special purpose acquisition company (SPAC) founded by two former FanDuel executives, in its initial public offering.
- Represented a subsidiary of MGM Resorts International, in providing debtor-in-possession financing related to the bankruptcies of three entities in which MGM holds indirect interests.
- Represented R&F Properties (HK) Company Limited, a subsidiary of a major real estate developer in China, in its conditional agreement with Caesars Korea Holding Company for the formation of a 50-50 joint venture to develop, own, and operate an integrated resort on Yeongjong Island in South Korea.
Litigation and Regulatory
Gaming law is a complex, overlapping, and quickly evolving combination of federal, state, local, and tribal law. There are no one-size-fits-all answers, and navigating the complex field of gaming law requires experienced and sophisticated counsel who know not only the answers, but the right questions to ask.
Sidley has been at the forefront of the recent expansion in legal gaming in the United States. In 2017, a team of Sidley lawyers helped persuade the U.S. Supreme Court to strike down a federal law that effectively banned sports betting in all but a few U.S. states. In the wake of that decision, some states have moved quickly to craft new statutes and regulatory schemes that legalize and closely regulate sports betting, while others have doubled down on their century-old prohibitions. The result has been both opportunity and risk for gaming operators and for companies considering expansion into fantasy and betting products.
Sidley’s experience in this space includes litigating high-stakes gaming questions, everywhere from state gaming commissions all the way to the U.S. Supreme Court; successfully challenging federal guidance that would have dramatically expanded the scope of federal gambling legislation; and helping U.S. and foreign companies understand the litigation and enforcement risk that arises from a complex array of overlapping and, at times, contradictory regulatory requirements. Sidley lawyers have advised clients on a wide range of sports betting products, including traditional sports betting, fantasy sports contests, lottery, and casino gaming, as well as intangible properties like NFTs and commodities future contracts with gaming implications.
Representative Experience
Litigation and Regulatory Matters:
- Representing the founders of BtoBet in relation to litigation against Aspire Global PLC, in connection with the disposal of BtoBet to Aspire Global.
- Secured a major Supreme Court victory for the Ysleta del Sur Pueblo Indian Tribe, with the Court holding that the State of Texas lacks authority to regulate the Tribe’s on-reservation gaming activities.
- Successfully argued in a U.S. district court that the Wire Act’s application is limited to sports betting, and does not bar International Game Technology PLC from conducting its non-sports gambling and lottery services business across state lines.
- Advised financial institutions on policies and procedures to enable payments for online gaming transactions.
- Advised technology company on state registrations as a service provider to gaming licensees.
- Represented public casino and resort company and its CEO and Chairman in defense of federal securities litigation in the U.S. District of Nevada. Proposed claims were substantially narrowed by motions to dismiss, and summary judgment was subsequently granted for defendants on the remaining claims.
- Represented public casino and resort company and its directors, in defense of shareholder derivative suits filed in Nevada state court. Successfully obtained dismissal of complaints in each case.
- Advised U.S. public companies in the gaming space regarding SEC reporting, disclosure, and related matters.
- Advised a daily fantasy sports platform in:
- its analysis of its business in respect of compliance with the Federal Wire Act and other federal gaming statutes.
- potential litigation challenge to promulgated fantasy contest rules under certain state laws in which the platform operates.
- potential regulatory and litigation responses to various state gaming agency inquiries.
Related Capabilities
- Antitrust and Competition
- Banking and Financial Services
- Commercial Litigation and Disputes
- Consumer Class Actions
- Corporate Governance
- Emerging Companies and Venture Capital
- Entertainment, Sports and Media
- M&A
- Privacy and Cybersecurity
- Private Equity
- Regulatory Litigation
- Restructuring
- Securities Enforcement and Regulatory
- Supreme Court, Appellate, and Litigation Strategies
- Tax
- White Collar Defense and Investigations