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    PokerStars Returns Fire, Sues Atlantic Club (COMPLAINT ATTACHED)

    Posted by Chris Grove May 6, 2013

    Another twist in the ongoing saga of PokerStars’ attempt to purchase the Atlantic Club Casino today, as PokerStars filed suit against the ACC in a New Jersey court.

    The suit comes on the heels of news that the ACC had terminated the purchase agreement on the basis of a contractual technicality related to PokerStars’ NJ license status.

    A judge has granted PokerStars a temporary restraining order that essentially stops the ACC from selling to another party (for now). Per a statement from PokerStars: “Judge Raymond Batten granted our request for a temporary restraining order (TRO) shortly after the complaint was submitted, confirming the continuation of the existing agreement.”

    The parties will meet in Judge Batten’s court on May 17th.

    QuadJacks has acquired a copy of the complaint (see below for full text). I’ve summarized some of the key points found in the complaint and addressed some of the basic questions players might have about the situation.

    Remember that this is a very fluid situation involving limited information, so much of what follows will involve speculation. Also note that when I say PokerStars, I’m referring to Rational Group US Holdings Inc and Oldford Group Limited.

    Related court documents

    What does PokerStars want?

    Basically two things:

    1. To block the ACC from selling itself to someone else and

    2. To reinstate the purchase order, amending it to include a closing date that permits Stars sufficient time to complete the licensing process.

    There’s also talk of damages, but the above outcome is what PokerStars seems primarily focused on. By way of achieving it, the suit asks for a lien on the Atlantic Club equal to the amount advance by PokerStars ($11mm+) or, in the alternative, a refund (with interest) of the amount PokerStars advanced the ACC to date.

    What is PokerStars accusing the owners and agents of the ACC of doing?

    The complaint sums it up right at the top:

    “This case arises out of the Defendants’ breach of contract and bad faith in dealing with Rational pursuant to a contract in which Buyers agreed to purchase the struggling Atlantic Club Casino Hotel located in Atlantic City, New Jersey.”

    The complaint names numerous defendants who are collectively the owners of the ACC and the agents of the ACC who negotiated with PokerStars.

    The gist of PokerStars argument is that the “closing date” invoked by the ACC as justification for termination is 1) illegal under NJ law and 2) impossible given the terms of the contract between the ACC and PokerStars.

    Other allegations / additional details:

    • PokerStars alleges they have already paid the Atlantic Club two-thirds of the purchase price in advance payments.

    • PokerStars claims the ACC was aware of delays in the licensing process, citing “Defendants’ continued promises to pursue and complete the transaction even after learning of a delay in the closing caused solely by the length of time required to obtain the required authorization from the New Jersey Casino Control Commission.”

    • PokerStars claims the termination violates section 5: l 2-95.12(a) of the New Jersey Casino Control Act, which requires an “outside closing date falling at least 21 days after submission of a completed application.” As Stars didn’t submit a completed application until early April, a termination on April 24th would appear to violate this section of the CCA.

    • PokerStars received no indication from the ACC of an intention to terminate after ACC acknowledged that the licensing process for PokerStars would extend beyond the original closing deadline.

    • The ACC requested additional money from PokerStars after the ACC became aware of the license delay. The funds were for a new poker room.

    • PokerStars and its representatives had multiple conversations with the ACC and its representatives after the delay became apparent, and the issue of termination was never broached.

    • PokerStars sent a written extension request on April 24th. On top of the offer, Rational offered to “assume all of the Atlantic Club’s past and current workers’ compensation claims.” One has to wonder – did this show of weakness motivate the ACC to play hardball?

    • The ACC rejected the request on April 25th.

    • The next day, the ACC countered: “After further phone calls from Rational to Sellers, on April 26, 2013, Mr. Welch proposed that Rational “offer” to pay $6 million to the Defendants in consideration for Defendants agreeing to extend the Outside Date on the Purchase Agreement for 10 days.” By the terms of the offer, the ACC would be able to negotiate with other buyers in this period. This is the first mention in the timeline of a potential competitor. PokerStars later cites this offer as an example of breach of “duty of good faith” by the ACC.

    • On April 30th – several days after the termination – PokerStars offered an additional $4mm to the ACC to extend the purchase agreement and to continue paying all of the ACC’s operating losses.

    • The ACC rejected this request the next day.

    Timeline / odds and ends

    According to the complaint …

    • The purchase price for the ACC was only $15mm.

    • The ACC first approached PokerStars about a sale – “On or around October 2012 Defendants approached an affiliate company of Rational, and Rational and Defendants entered into negotiations regarding the potential sale of the Atlantic Club to Rational.” There is no mention of who the “affiliate” in question is.

    • The ACC is deep in debt, including “more than $30 million in unfunded pension liabilities.”

    • The ACC told PokerStars that without a sale, the casino would file for bankruptcy.

    • PokerStars and the ACC signed a term sheet (precursor to a formal contract) on November 7th, 2012. That’s a full month and change before reports of negotiations between the two parties began to emerge.

    • “Rational incurred substantial additional expenses as part of the due diligence process.”

    • PokerStars did not know their license application would be delayed until March 26th, 2013. That’s when the DGE told PokerStars that they “intended to request further additional information and documents before the OGE would be able to file its report.

    • Whatever the DGE wanted from PokerStars must have been fairly sensitive. When the ACC asked for a copy of the request, “Counsel to Rational responded that the Information Request was confidential.”

    • Stars eventually handed over the information after the ACC refused to continue talks without seeing it. PokerStars requested the ACC sign an NDA and then turned over the information request.

    Questions about the suit

    Does PokerStars have a shot?

    If the allegations contained within are any indication of the facts, it seems like the ACC may be in a tough spot here. But, again, we’re dealing with only one side of the story at this point. What it clear is that PokerStars remains very committed to the purchase and is willing to spend a fair amount of resources to attempt to see it through.

    Why did PokerStars want a restraining order?

    To prevent the ACC from completing the termination of the contract and to block a sale of the ACC to an alternative suitor.

    Will PokerStars get a restraining order?

    According to a statement from PokerStars, a NJ judge has already signed a temporary restraining order.

    Is the ACC planning to sell to someone else?

    It certainly seems possible. Caesars is apparently trying to sell Showboat, expecting that the ability to apply for a NJ online gambling license that comes with ownership of a land-based property will bring a premium price. The ACC may have come to a similar conclusion and started seeking a different buyer at a higher price. Station (backer of Ultimate Poker) has been mentioned in passing as a possible suitor by a few industry observers.

    Why did PokerStars agree to such a tight timeline?

    Per the complaint: “The parties originally expected that the CCC would conduct a hearing and render a decision with respect to the A application within 120 days of Rational’s submission of its application, by April 24, 2013. Therefore, the “Outside Date” on which the Defendants were allowed to terminate the Purchase Agreement if an ICA was not obtained by Rational was defined in the Purchase Agreement as April 26, 2013.”

    Was PokerStars going to get a license?

    Impossible to know for sure, but PokerStars seems very confident of approval in their description of the overall timeline in the complaint.

    What happens next?

    The parties are scheduled for a May 17th hearing. It’s possible we could see a resolution before then, but both sides seem pretty dug in at this stage.


    About Chris Grove

    Chris is the editor of OnlinePokerReport.com. Find him on twitter at OPReport and Google Plus

    View all post by Chris Grove

    There are 3 Comments

    1. Pingback Poker World Report Card: Week of April 28. 2013 – QuadJacks

    2. Pingback Stars Wars or Are You Locking Kidding Me? Rabbit Hunt for May 10th, 2013 | Online Poker Report

    3. Pingback Showdown in Atlantic City: PokerStars vs Atlantic Club Casino – QuadJacks

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