Andy Sanborn, operator of the Concord Casino on South Main Street, has been granted a 90-day extension to finalize its sale, signaling near completion in negotiations, with a prospective buyer potentially from a Las Vegas-based gambling firm.

On July 3, hearings officer Gregory Albert ruled in favor of Sanborn’s Win Win Win LLC, acknowledging substantial evidence pointing towards an imminent sale. 

The decision was supported by a detailed proposal from the potential buyer, outlining total consideration, payment terms, financing arrangements, and due diligence plans. 

Additionally, the potential buyer had also indicated self-financing without requiring additional licensing contingencies.

They also intend to operate  Concord Casino initially as a "temporary casino," while they develop a permanent casino.

Recently, Sanborn's proposal for a 43,000-square-foot casino off of Loudon Road cleared a legal hurdle. A Concord resident’s lawsuit filed against the city's Zoning Board approval of the development was dismissed.

The ruling also notes that the business has “other suitors who are waiting in the wings.”

“WWW has demonstrated that it would suffer significant hardship if the suspension was not extended — the business’s suspended license would then be revoked, making the business effectively worthless,” ruled Judge Albert. 

However, transcripts from June hearings and documents obtained through a right-to-know request reveal that the Lottery Commission objected to the operator’s request for an extension, unconvinced that a sale is pending.

Initially, Sanborn faced a deadline to sell the casino by June 27. He was later given an extension to July 18. He received an extension to July 18 over confusion of the interpretation of the term "sale pending" in a prior December ruling.

The ruling specifies that a three-month extension is permissible only if a sale is actively pending

“There is simply no evidence that either party intends to close the deal,” wrote Jessica King, the commission’s attorney. “The respondent is hedging its bets and keeping all options open to any potential deal that may come its way.”

With the 90-day extension in place, Sanborn's casino licenses will remain under suspension until Sept. 30, the final day for him to complete the sale of Concord Casino.

Lottery Commission skeptical of sale progress

While the legalities and language were being sorted out, documents from the Lottery Commission reveal that Concord Casino has attracted interest from several buyers.

After vetting them, they now stand at five potential buyers, according to documents from the lottery commission filed on June 26.

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

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

The casinos owned and operated by the company are significantly larger than Concord Casino. Full House Resorts Inc. owns Stockman’s Casino, which spans 8,400 square feet and is the largest casino in Fallon, Nev.

During one hearing, Mark Dell’Orfano, representing the New Hampshire Lottery’s Investigation and Compliance Division through the Attorney General’s office, remarked that the commission had informed him that “there was potentially a $30 million deal on the table” from one of the prospective buyers.

This figure significantly exceeds Concord Casino’s earnings over the last three years. In 2023, it reported earnings of $518,930, down from $900,000 in 2022 and nearly $1 million in 2021. Those figures do not include operational expenses and payouts to prize winners, nonprofits and the Lottery Commission.

In the past, Dell’Orfano has repeatedly stated that Win Win Win LLC has not provided sufficient evidence to suggest that a sale could be completed within three months in documents and closed hearings.

The commission defines proof of a pending sale as an “offer” or “letter of intent.”

On June 21, hearings officer Gregory Albert, who replaced the retired Michael King in this case, clarified the definition of “pending sale.” According to Judge Albert a pending sale “requires evidence of a clear intent from both seller and buyer to close the transaction.”

Five days later, Sanborn’s attorneys submitted documents to demonstrate that a sale was pending. These documents indicate that five potential buyers over the last six months were in negotiations to acquire the business. But the commission has said that Sanborn has “no clear intent with anyone and is still fielding proposals.”

The identities of the buyers, the details of their bids, and the terms of the agreement remain confidential and undisclosed to the public. The hearings have also been closed to public access.

Dell’Orfano said at one of the hearings that the commission currently has no intention to issue statements to the press either presently or within the next three months.

“If the press decides to run something, if they decide to ask us for comment, that doesn't mean we’re going to comment on it,” said Dell’Orfano. “We get asked for comment nearly daily and we almost never respond, unless it is something that is so you know, so important that it requires some sort of response.”

Moreover, even if the commission does choose to respond,  Dell’Orfano noted that the information provided would be kept to a minimum, releasing only what is reasonable.

Of the five potential buyers, four had submitted bids.

One buyer, communicating via email to the commission, has withdrawn from the deal due to concerns about several issues.

The commission’s attorneys wrote that these include proposed zoning ordinances by the Concord City Council that could affect casinos, potential criminal investigations of Win Win Win LLC and the availability of suitable locations for expanding casino operations to accommodate historical horse racing machines.

Despite the documents presented, the commission maintains that the evidence provided is insufficient.

Lack of clarity in sale process

This is the first time the state has taken such a measure to force a casino owner to sell their business or risk license revocation, leading to significant uncertainty regarding the sale process details.

The New Hampshire Lottery Commission and the Attorney General’s office found that Sanborn had misused and fraudulently applied for $844,000 in pandemic relief funds intended for struggling small businesses and not casinos.

 In their investigation, they found Sanborn, a former state senator, “unsuitable” for charity gaming.

One of the critical issues revolves around whether Sanborn will have any form of ownership if the business is sold to another buyer.

The commission has stated that “neither Mr. Sanborn  nor any affiliates will have, hold, enjoy or control any ownership, creditor, contractual, beneficial, control or other right or interest” in closing on the sale.

But Dell’Orfano said it could be possible for Sanborn to own a non-material percent age of the stock that would not influence the business.

Additionally, questions have arisen regarding the Attorney General’s authority to stipulate the terms in the sale agreement and the potential liabilities that a new owner of Win Win Win LLC might face in the event of a criminal investigation involving the current owner, Sanborn, or the business before acquisition.

There is also uncertainty whether the 90-day extension for closing the sale also requires conducting a suitability review within that time frame.

Many of these questions were met with unclear responses from the commission’s legal team, according to the documents.

When pressed during a closed hearing about ongoing  criminal investigations involving Sanborn or Win Win Win LLC, De ll’Orfano replied, “Whatever the criminal folks are doing, they’re absolutely not sharing it with us.”

The delays in obtaining these answers, late email responses and the Attorney General’s refusal to meet with one buyer have led Sanborn’s lawyers to criticize the Lottery Commission’s conduct as “vindictive.”

Moreover, the commission failed to timely provide its position to Judge Albert regarding a temporary extension of the deadline.

All Sanborn wants is to sell the business and move on, wrote his attorneys.

“Somehow the AG has lost sight of the human cost of its behavior,” wrote his attorneys. “It has reached the point where NHLC’s attorney has dropped the pretense of propriety and instead taken the position that AG is above the law.”

Sruthi Gopalakrishnan can be reached at sgopalakrishnan@cmonitor.com.