The following was written about in VoyageMIA on February 14, 2019 in an article titled, “Meet Darren Heitner of HEITNER LEGAL in Fort Lauderdale.”
In November 2014, Bwin.party announced it was in talks with several parties, which could result in an offer for the online gaming company. On September 4, 2015, Bwin agreed to a buyout offer from GVC Holdings for $1.7 billion. However, Bwin’s acceptance of GVC’s offer is subject to scrutiny as it withdrew an accepted an offer from 888 Holdings for $1.4 billion in July 2015 despite being preferred by some of its investors. The deal with GVC is projected to have savings of about $139 million per year by the end of 2017, while the deal with 888 had projected savings of $70 million. The merger will have repercussions for employees as both companies had a combined 3,100 employees at the end of last year. The merging of these companies will create a sports betting heavyweight in an industry where companies are consolidating due to the rise of online betting as well as increased regulation and taxation.
Bwin has some of the world’s biggest online gaming brands including Partypoker, Foxy Bingo, and partycasino while GVC has enjoyed success with brands such as Sportingbet and Casino Club. GVC hopes the merger with Bwin will result in technology which will result in a large increase of mobile subscribers with the rise of online betting. Furthermore, GVC could expand into parts of Asia and Africa where Bwin has gained notoriety with internationally recognized football brands. “According to PwC’s projections, the global casino gaming revenue across the U.S., Europe, the Middle East, Africa, Asia Pacific, Latin America, and Canada will grow at a 9.2% compound annual rate during the next five years, rising to $182.8 billion in 2015 from $117.6 billion in 2010.”
Mulier, Thomas & Jarvis, Paul, GVC trumps 888 to buy Bwin.party for about $1.7 billion, Bloomberg Business (Sept. 4, 2015, 4:54am CDT), http://www.bloomberg.com/news/articles/2015-09-04/gvc-agrees-to-buy-bwin-party-for-about-1-7-billion-beating-888
Maidment, Neil & Agnihotri, Aastha, GVC trumps 888 to clinch deal for Bwin, Reuters (Sept. 4, 2015, 11:35am EDT), http://www.reuters.com/article/2015/09/04/us-bwin-party-m-a-gvc-shareholders-idUSKCN0R40KC20150904
Baba, Razak Musah, GVC wins race to acquire Bwin.party, Wall Street Journal (Sept. 4, 2015, 12:18pm EDT), http://www.wsj.com/articles/gvc-wins-race-to-acquire-bwin-party-1441355489
For those looking to form a corporate entity with pass-through taxation, no limitation on the number of members (owners) allowed, limited liability for the company’s debts, flexibility to structure management, fewer formalities than a corporation, and/or the ability to form subsidiaries without restriction, the formation of an limited liability company in Florida may be exactly what you need. Before deciding whether or not to take such a leap towards this next stage of planning a business, it is important to recognize and understand the applicable law and whether it appropriately fits your needs.
Florida’s new Limited Liability Company (“LLC”) Act went into effect January 1, 2014. The statute – which is entitled “Florida Revised Limited Liability Company Act” and is codified in Chapter 605 of the Florida Statutes – was enacted for the purpose of ensuring Florida remains a competitive and desirable location for business owners and start-ups to organize and perfect their trade.
The new statute incorporates a number of considerable and notable changes in order to carry out its purpose. These changes include the following: (1) modernizing Florida’s LLC laws in order to better keep pace with the ever-changing developments in the commercial use of LLC’s; (2) serving as an improved and flexible statutory model for courts, attorneys, and business owners to more easily follow and interpret by correcting significant anomalies carried by the language of the old statute; and (3) including provisions from the ABA Revised Prototype LLC Act, Florida’s Revised Model Business Corporation Act, Florida’s Revised Uniform Limited Partnership Act, and the LLC acts utilized in Delaware and other top, influential commercial states. Specifically, some of the highlights of the Florida Revised Limited Liability Act include:
- Expanding the list of non-waivable provisions that can be contained in a LLC’s operating agreement;
- Stating that operating agreements may no longer provide an indemnification clause for certain kinds of impermissible conduct and other certain circumstances;
- Allowing members of the LLC to file a statement of authority or a statement of denial to better clarify who has the ability to bind the LLC to contractual agreements;
- Eliminating the term “managing member,” resulting in LLCs being either “member-managed” or “manager-managed” from this point forward;
- Modifying default voting and management rules for both members and managers of the LLC;
- Clarifying the grounds for judicial dissolution and the appointment of receivers and custodians while also adding provisions regarding the winding up of the LLC’s affairs; and
- Modifying the appraisal rights of LLCs by adding additional events that may serve as triggering appraisal rights.
As of now, Florida’s new LLC Act applies only to LLCs formed on or after January 1, 2014 and to LLCs organized prior to the effective date who have decided to submit to the governance of the new law. Beginning January 1, 2015, all LLCs organized in Florida, including those formed prior to January 1, 2014, will come under the guidance of the statute. By that point, the thought is that all Florida LLCs would have had the requisite amount of time to make sure they are in compliance before becoming subject to the new Act. For those interested in reading further on how the new Florida LLC Act fully modifies and expands the prior version, be sure to review the White Paper prepared by the Executive Committee of the Florida Bar Revised LLC Act Drafting Committee.