61474204.v6 1

FOX ROTHSCHILD LLP By: William J. Downey, Esquire Pennsylvania Bar No. 63401 Midtown Building, Suite 400 1301 Atlantic Avenue Atlantic City, NJ 08401-7212 Phone: (609) 348-4515 Attorneys for Petitioner, Chester Downs and Marina, LLC d/b/a Harrah’s Philadelphia Casino & Racetrack

COMMONWEALTH OF PENNSYLVANIA BEFORE THE PENNSYLVANIA GAMING CONTROL BOARD

Chester Downs and Marina, LLC d/b/a : License No. F-1368 Harrah’s Philadelphia Casino & Racetrack :

: Docket No. _____________

PETITION OF CHESTER DOWNS AND MARINA, LLC d/b/a HARRAH’S PHILADELPHIA CASINO & RACETRACK FOR A SPORTS WAGERING CERTIFICATE

NOW COMES, Chester Downs and Marina, LLC d/b/a Harrah’s Philadelphia Casino &

Racetrack (“Harrah’s Philadelphia”), with a place of business at 777 Harrah’s Boulevard,

Chester, Pennsylvania, by and through its attorney, William J. Downey, Esquire of Fox

Rothschild LLP, by petition to the Pennsylvania Gaming Control Board (the “Board”), and states:

1. Harrah’s Philadelphia is the holder of a Category 1 Slot Operator license approved

and issued pursuant to 4 Pa.C.S. §1302, License No. F-1368.

2. Effective October 30, 2017, the General Assembly of Pennsylvania passed House

Bill 271 (“HB 271”) amending the Pennsylvania Race Horse Development and Gaming Act,

4 Pa.C.S. §1101, et seq. (as so amended, the “Act”). HB 271, inter alia, authorizes the conduct

of sports wagering in the Commonwealth subject to authorization under Federal law. See

4 Pa.C.S. §§13C02 and 13C11.

3. On May 14, 2018, the United States Supreme Court issued its decision in Philip D.

Murphy, Governor of New Jersey, et al. v. National Collegiate Athletic Association, et al.,

lwanichPGCB

lwanichText BoxSeptember 24, 20188058-2018

61474204.v6 2

584 U.S. ___ (2018) (“Murphy v. NCAA”), holding that (i) the provisions of the Professional and

Amateur Sports Protection Act (“PASPA”) that prohibited state authorization and licensing of

sports gambling schemes violated the United States Constitution’s anticommandeering rule, and

(ii) striking down all remaining provisions of PASPA as unseverable from the provisions directly

at issue. See id.

4. On May 30, 2018, the Board authorized the publication of a notice (the “Sports

Wagering Notice”) in the Pennsylvania Bulletin announcing the decision in Murphy v. NCAA

striking down PASPA, thereby allowing for the legalization of sports wagering in the

Commonwealth of Pennsylvania. See PGCB Motion No. 2018-191-EXE.

5. On June 9, 2018, the Sports Wagering Notice was published in the Pennsylvania

Bulletin. See 48 Pa.Bull. 3499 (June 9, 2018).

6. The publication of the Sports Wagering Notice in the Pennsylvania Bulletin was

accomplished in accordance with the Act, and thereby satisfied the condition to the Board’s

authorization of the conduct of sports wagering in the Commonwealth of Pennsylvania imposed

by the Act. See 4 Pa.C.S. §13C11(b).

7. The Board may authorize a slot machine licensee to conduct sports wagering and

to operate a system of wagering associated with the conduct of sports wagering at the slot

machine licensee's licensed facility, a temporary facility authorized under Section 13C21(b) of

the Act (relating to authorized locations for operation), an area authorized under Section

13C21(c) of the Act or through an Internet-based system. 4 Pa.C.S. §13C11(a)(1)(i).

8. A slot machine licensee may seek approval to conduct sports wagering by filing a

petition with the Board, in a form and in a manner prescribed by the Board. See 4 Pa.C.S.

§13C12 (a); 58 Pa. Code §1401.4(a).

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9. The Board shall approve the petition of a slot machine licensee for the conduct of

sports wagering if the petitioner establishes, by clear and convincing evidence, the criteria

enumerated in Section 13C13(a) of the Act. See 4 Pa.C.S. §13C13(a).

10. In accordance with Section 13C12(b) of the Act and the regulations of the Board

promulgated under the Act, and in support of its qualification for a sports wagering certificate,

Harrah’s Philadelphia avers as follows:

(a) Harrah’s Philadelphia’s business address is 777 Harrah’s Boulevard,

Chester, Pennsylvania. Harrah’s Philadelphia’s contact person in

regards to sports wagering is Christopher Albrecht, Senior Vice

President and General Manager. See 4 Pa.C.S. §13C12(b)(1).

(b) Harrah’s Philadelphia’s General Manager, Christopher Albrecht, and

Harrah’s Philadelphia’s other current management staff will oversee

gaming operations at the facility, including sports wagering. Mr.

Albrecht’s business address is 777 Harrah’s Boulevard, Chester,

Pennsylvania. In addition, Tracey Witchko and Christina Herrera will

serve in critical roles for Harrah’s Philadelphia’s land-based sports

wagering operations and Christian Stuart, Leslie Ottolenghi, Melanie

Gross, Thomas (Brian) Thaxton, Marc Morales, Vicki Lynn Guveiyian,

Joshua Linthicum and Amber Worl will serve in critical roles for Harrah’s

Philadelphia’s interactive sports wagering operations. See 4 Pa.C.S.

§13C12(b)(2); 58 Pa.Code 1401.4(b)(3). See Appendix 1 attached

hereto for additional information regarding all individuals identified in this

subsection;

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(c) The Commonwealth of Pennsylvania, its political subdivisions, and its

residents, will realize significant economic benefits upon the

authorization of sports wagering at Harrah’s Philadelphia through,

among other things, Harrah’s Philadelphia’s payment of (i) a sports

wagering authorization fee (4 Pa.C.S. §13C61), (ii) sports wagering

taxes (4 Pa.C.S. §13C62), and (iii) sports wagering local share

assessments (4 Pa.C.S. §13C63). See 4 Pa.C.S. §13C12(b)(3). See

Appendix 2 attached hereto for more detail regarding the anticipated

economic benefits of the conduct of sports wagering at Harrah’s

Philadelphia.

(d) Harrah’s Philadelphia has the ability to fund a modification to the

licensed facility to accommodate sports wagering and the ability to fund

the cost of commencing sports wagering. See 4 Pa.C.S. §13C12(b)(4).

See Appendix 3 attached hereto for additional information regarding

Harrah’s Philadelphia’s intended funding of sports wagering.

(e) Harrah’s Philadelphia possesses the financial integrity, stability and

responsibility required to successfully implement and operate sports

wagering. See 4 Pa.C.S. §13C12(b)(5). Harrah’s Philadelphia’s

operation of slot machines and table games at Harrah’s Philadelphia has

been very successful, and Harrah’s Philadelphia has sufficient capital to

operate its business. See Appendix 4 attached hereto for additional

financial details regarding Harrah’s Philadelphia.

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(f) Harrah’s Philadelphia clearly has the business ability and experience to

operate and maintain a successful sports wagering operation. See 4

Pa.C.S. §13C12(b)(6). Harrah’s Philadelphia’s slot operation has

exceeded expectations and Harrah’s Philadelphia has an excellent

reputation for meeting or exceeding regulatory expectations.

Additionally, Harrah’s Philadelphia’s principals and affiliates currently

conduct sports wagering operations in Nevada, Mississippi and New

Jersey, and such affiliates are an available resource to Harrah’s

Philadelphia as Harrah’s Philadelphia moves to establish its sports

wagering operation. See Appendix 5 attached hereto for additional

information regarding experience.

(g) Harrah’s Philadelphia is able to pay the required sports wagering

authorization fee imposed under Section 13C61 of the Act.

4 Pa.C.S. §13C12(b)(7). See Appendix 6 attached hereto for additional

information regarding source of funds.

(h) Attached hereto as Appendix 7 is a site plan of Harrah’s Philadelphia’s

proposed sports wagering area. Sports wagering restricted areas,

including security and surveillance plans and plans relative to

compliance with the Clean Indoor Air Act, will be identified and provided

to the Board in the ordinary course. See 4 Pa.C.S. §13C12(b)(8); 58

Pa. Code §1401.4(b)(16).

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(i) Harrah’s Philadelphia will enter into an agreement with the following

entities related to the operation of sports wagering (See 4 Pa.C.S.

§13C12(b)(9); 58 Pa. Code §1401.4(b)(2)):

(1) Caesars Interactive Entertainment LLC (“CIE”), an indirectly

wholly-owned subsidiary of Harrah’s Philadelphia’s indirect parent

Caesars Entertainment Corporation, as operator of Harrah’s

Philadelphia’s interactive sports wagering services; and

(2) Scientific Games Corporation and/or its affiliate as provider of

certain sports wagering equipment and the sports wagering engine

to be employed in connection with the Harrah’s Philadelphia sports

wagering operation.

(j) A statement identifying what types of sports wagering, including the

sporting events, Harrah’s Philadelphia intends to offer is attached hereto

as Appendix 8. See 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code

§1401.4(b)(4).

(k) Harrah’s Philadelphia’s intends to offer a combination of land-based

sports wagering, mobile sports wagering, and interactive sports

wagering. See 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code §1401.4(b)(5).

(l) Harrah’s Philadelphia does not intend to utilize a temporary facility for

its land-based sports wagering operations or system. See 4 Pa.C.S.

§13C12(b)(9); 58 Pa. Code §1401.4(b)(6).

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(m) Harrah’s Philadelphia does not intend to offer land-based sports

wagering in a non-primary location. See 4 Pa.C.S. §13C12(b)(9); 58 Pa.

Code §1401.4(b)(7).

(n) If approved, Harrah’s Philadelphia estimates that sports wagering will

create approximately ten (10) employment positions at Harrah’s

Philadelphia’s. See 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code

§1401.4(b)(8). See Appendix 9 attached hereto for job creation

information.

(o) Harrah’s Philadelphia has created, and upon approval will implement,

an updated hiring plan pursuant to 4 Pa.C.S. §1510(a). The hiring plan

includes promoting the representation of diverse groups and

Commonwealth residents in the newly created sports wagering

employment positions. See 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code

§1401.4(b)(9). See Appendix 10 attached hereto for hiring plan.

(p) Information and documentation concerning the terms of any agreement

with a sports wagering operator is attached hereto as Appendix 11.

Such agreement will relate to internet-based operations only. See 4

Pa.C.S. §13C12(b)(9); 58 Pa. Code §1401.4(b)(13).

(q) Attached hereto as Appendix 12 is an overview of the following:

(1) Harrah’s Philadelphia’s initial system of internal and accounting

controls applicable to sports wagering including the proposed sports

wagering area and sports wagering restricted area (see 4 Pa.C.S.

§13C12(b)(9); 58 Pa. Code §1401.4(b)(17)(i));

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(2) Harrah’s Philadelphia’s proposed standards to protect, with a

reasonable degree of certainty, the privacy and security of its

registered players (see 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code

§1401.4(b)(17)(ii)); and

(3) The sports wagering devices and associated equipment and

mobile sports wagering or interactive sports wagering system, or

both, that Harrah’s Philadelphia plans to or will utilize to manage,

administer or control its sports wagering operations or systems as

well as the identity of any third parties providing these devices and

associated equipment will be provided to the Board in the ordinary

course (see 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code

§1401.4(b)(17)(iii)).

(r) Attached hereto as Appendix 13 is a description of accounting systems,

including accounting systems for all of the following:

(1) Sports wagering accounts.

(2) Per wager charges, if applicable.

(3) Transparency and reporting to the Board and the Department.

(4) Ongoing auditing and internal control compliance reviews.

See 4 Pa.C.S. §13C12(b)(9); 58 Pa. Code §1401.4(b)(18).

(s) Attached hereto as Appendix 14 is a description outlining the impact that

Harrah’s Philadelphia’s plans will have on the number of slot machines and

table games in operation at its licensed facility. See 4 Pa.C.S.

§13C12(b)(9); 58 Pa. Code §1401.4(b)(19).

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(t) Attached hereto as Appendix 15 is an overview of any necessary additions

to Harrah’s Philadelphia’s Compulsive and Problem Gambling Plan

necessitated by sports wagering. See 4 Pa.C.S. §13C12(b)(9); 58 Pa.

Code §1401.4(b)(20).

11. In addition to meeting the requirements of Section 13C12(b) of the Act and

regulations of the Board thereunder, Harrah’s Philadelphia hereby submits that it meets the

following additional requirements of Section 13C13(a) of the Act:

(a) Harrah’s Philadelphia’s Category 1 Slot Operations License is in good

standing with the Board. Specifically, Harrah’s Philadelphia’s Conditional

Category 1 slot license was issued by the Board on September 27, 2006

and its permanent Category 1 license was issued on December 20, 2006,

and renewed as of November 20, 2009 and again as of February 25,

2015. See 4 Pa.C.S. §13C13(a)(1);

(b) The conduct of sports wagering at Harrah’s Philadelphia’s licensed facility

will increase revenues and employment opportunities. See generally

Subparagraphs 7(f) and 7(n), above. See 4 Pa.C.S. §13C13(a)(2);

(c) Harrah’s Philadelphia possesses adequate funds or has secured

adequate financing to:

(1) Fund any necessary expansion or modification of Harrah's

Philadelphia’s licensed facility to accommodate the conduct of sports

wagering (See generally Subparagraph 7(d), above);

(2) Pay the authorization fee in accordance with Section 13C61 of the

Act (See generally Subparagraph 7(g), above); and

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(3) Commence sports wagering operations at its licensed facility (See

generally Subparagraph 7(d), above).

See 4 Pa.C.S. §13C13(a)(3);

(d) Harrah’s Philadelphia has the financial stability, integrity and responsibility

to conduct sports wagering. See generally Subparagraph 7(e), above.

See 4 Pa.C.S. §13C13(a)(4);

(e) Harrah’s Philadelphia has sufficient business ability and experience to

create and maintain a successful sports wagering operation. See

generally Subparagraph 7(f), above. See 4 Pa.C.S. §13C13(a)(5).

(f) Harrah’s Philadelphia’s proposed internal and external security and

proposed surveillance measures within the area of the licensed facility

where Harrah’s Philadelphia seeks to conduct sports wagering are

adequate. See generally Subparagraph 7(h), above. See 4 Pa.C.S.

§13C13(a)(6); and

(g) Harrah’s Philadelphia has satisfied the petition application requirements

and provided any other information required by Section 13C12(b) of the Act.

See 4 Pa.C.S. §13C13(a)(7).

12. Pursuant to Sections 1206(f) and 13C12(c) of the Act, Harrah’s Philadelphia

hereby requests that the Board find that the information set forth in Appendices 2 through 15,

is confidential and withheld from public disclosure. See 4 Pa.C.S. §§1206(f) and 13C12(c).

13. All of Appendices 1 through 15 attached hereto are hereby incorporated in this

Petition as if sent forth at length.

Appendix 1

Principal and Key Employees of Harrah’s Philadelphia

1. Christopher Albrecht Senior Vice President and General Manager 777 Harrah’s Boulevard, Chester, Pennsylvania

2. Tracey Witchko Vice President and Assistant General Manager 777 Harrah’s Boulevard, Chester, Pennsylvania

3. Christina Herrera Vice President of Operations 777 Harrah’s Boulevard, Chester, Pennsylvania

4. Christian Stuart EVP, Gaming & Interactive Entertainment One Caesars Palace Drive, Las Vegas, NV 89109

5. Leslie Ottolenghi EVP, Chief Information Officer One Caesars Palace Drive, Las Vegas, NV 89109

6. Melanie Gross VP, Online Casino One Caesars Palace Drive, Las Vegas, NV 89109

7. Thomas (Brian) Thaxton Director, IT Cyber Security One Caesars Palace Drive, Las Vegas, NV 89109

8. Marc Morales Information Security Officer 2100 Pacific Ave, Atlantic City, NJ 08401

9. Vicki Lynn Guveiyian Director, Gaming Technology & Innovation 1900 Pacific Ave, Atlantic City, NJ 08401

10. Joshua Linthicum Director, Information Technology Engagement 2100 Pacific Ave, Atlantic City, NJ 08401

11. Amber Worl Controller One Caesars Palace Drive, Las Vegas, NV 89109

Appendix 2

Anticipated Economic Benefits

REDACTED

Appendix 3

Funding of Modifications and Commencement of Sports Wagering

REDACTED

Appendix 4

Financial Integrity, Stability and Responsibility

REDACTED

Appendix 5

Business Ability and Experience re: Sports Wagering Operation

REDACTED

Appendix 6

Source of Authorization Fee Funding

REDACTED

Appendix 7

Proposed Sports Wagering Area and Sports Wagering Restricted Area

REDACTED

Appendix 8

Proposed Types of Sports Wagering and Sporting Events

REDACTED

Appendix 9

Job Creation Information

REDACTED

Appendix 10

Updated Hiring Plan

REDACTED

Appendix 11

Sports Wagering Agreements

REDACTED

Appendix 12

Proposed Sports Wagering Internal and Accounting Controls, Devices and Associated Equipment

REDACTED

Appendix 13

Sports Wagering-Related Accounting Systems

REDACTED

Appendix 14

Impact of Sports Wagering on the Number of Slot Machines and Table Games

REDACTED

Appendix 15

Compulsive and Problem Gambling Plan

REDACTED

65405487_1_Petition for gaming cert-C3.PDF65409444_1_REDACTED Appendices to Petition for Sports Wagering Certificate-C3.PDF