Lawyers for the Concord Casino on South Main Street say it has drawn interest from several potential buyers, including a Las Vegas gaming company. But the site's future remains uncertain, with the Lottery Commission opposing the operator's request for an extension, saying it is not convinced a sale is imminent.

Andy Sanborn, operator of the Concord Casino, had until June 27 to sell his casino. This deadline has now been extended to July 18. The reason for the extension was the Commission's confusion over the term “sale pending” in an earlier decision in December.

The ruling specifies that a three-month extension is only allowed if a sale is still pending. Sanborn's lawyers requested a 90-day extension to complete the sale with the buyers.

“There is simply no evidence that either party intends to complete the deal,” wrote Jessica King, the commission's attorney. “The defendant is playing it safe and keeping its options open for any possible deal that may come its way.”

If Sanborn had not obtained this temporary extension by June 27, his license would have been revoked.

Lottery Commission skeptical about sales progress

While the legal and linguistic aspects were being sorted out, lottery commission documents show that Concord Casino has attracted the interest of several buyers.

After careful consideration, there are now five potential buyers, according to documents from the Lottery Commission dated June 26.

One of the potential buyers is Full House Resorts Inc., a publicly traded Las Vegas-based gaming company that owns seven casinos in Illinois, Mississippi, Indiana, Nevada and Colorado.

According to New Hampshire Lottery Commission documents, Full House Resorts met with commission members in the first week of June.

The casinos operated by the company are much larger than the Concord Casino. Full House Resorts Inc. owns Stockman's Casino, which spans 8,000 square feet and is the largest casino in Fallon, Nevada.

During a hearing, Mark Dell'Orfano, representing the New Hampshire Lottery's Investigations and Compliance Division through the Attorney General's Office, noted that the commission had informed him that “there is potentially a $30 million deal on the table” with one of the potential buyers.

This figure significantly exceeds the Concord Casino's revenue over the past three years. In 2023, it reported a profit of $518,930, up from $900,000 in 2022 and nearly $1 million in 2021. These figures do not include operating costs and payouts to winners, nonprofits and the lottery commission.

Dell'Orfano has repeatedly stated that Win Win Win LLC did not provide sufficient evidence in its filings and closed hearings that a sale could be completed within three months.

The Commission defines evidence of an impending sale as an “offer” or “letter of intent”.

On June 21, Hearing Officer Gregory Albert, who replaced the retiring Michael King in this case, clarified the definition of “pending sale.” According to Judge Albert, a pending sale “requires proof of a clear intent by the seller and the buyer to complete the transaction.”

Five days later, Sanborn's lawyers filed documents claiming to show that a sale was imminent. These documents show that five potential buyers had been in negotiations to acquire the company over the past six months. However, the commission said that Sanborn “has no clear intentions with anyone and is still soliciting offers.”

However, the identities of the buyers, the details of their bids and the terms of the agreement will be kept confidential and will not be made available to the public.

Of the five potential buyers, four had submitted bids.

A buyer who communicated with the commission via email withdrew from the deal due to concerns about several issues.

The commission's attorneys wrote that these include proposed zoning plans by the Concord City Council that could impact casinos, possible criminal investigations into Win Win Win LLC and the availability of suitable sites for expanding casino operations to accommodate historic horse racing machines.

Despite the documents submitted, the Commission maintains that the evidence presented is insufficient.

Lack of clarity in the sales process

This is the first time the state has taken such action to force a casino owner to sell his business or risk having his license revoked, creating considerable uncertainty about the details of the sale process.

The New Hampshire State Lottery Commission and the Attorney General's Office concluded that Sanborn misused and fraudulently applied for $844,000 from the pandemic relief fund intended for struggling small businesses, not casinos.

During their investigation, they concluded that Sanborn, a former state senator, was “unsuitable” for charitable gambling.

One of the key questions revolves around whether Sanborn will retain ownership rights if the company is sold to another buyer.

The Commission stated that “neither Mr. Sanborn nor any of his affiliates will have, own, enjoy or control any ownership, creditor, contractual, beneficial, control or other right or interest” upon completion of the sale.

However, Dell'Orfano said it was possible that Sanborn owned an insignificant portion of the stock that would have no impact on the business.

In addition, questions have been raised about the attorney general's authority to set the terms in the purchase agreement and the potential liability that a new owner of Win Win Win LLC could face if current owner Sanborn or the company is subject to a criminal investigation prior to the acquisition.

In addition, there is uncertainty as to whether the 90-day extension to complete the sale also requires the completion of a suitability test within that period.

According to the documents, many of these questions were not answered clearly by the Commission's legal team.

When asked during a closed hearing about ongoing criminal investigations involving Sanborn or Win Win Win LLC, Dell'Orfano replied, “Whatever these criminal people are doing, there's no way they're telling us about it.”

The delays in obtaining those answers, the late responses via email, and the Attorney General's refusal to meet with a buyer led Sanborn's lawyers to criticize the Lottery Commission's conduct as “vindictive.”

Furthermore, the Commission failed to communicate its opinion regarding a temporary extension to Judge Albert in a timely manner.

Sanborn simply wants to sell the company and move on, his lawyers wrote.

“The Attorney General has somehow lost sight of the human cost of his conduct,” his lawyers wrote. “It has gotten to the point where the NHLC's counsel has abandoned any semblance of decency and instead taken the position that the Attorney General is above the law.”

Sruthi Gopalakrishnan can be reached at [email protected].