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Breaking it down as a TLDR, as this is quite a long article, written with (what I consider to be pleasant, others might not), flourish in terms of the prose:

There is an "investment" opportunity to invest in a casino with the city limits of Chicago, that the city of Chicago feels will fix long-term budgetary mismanagement issues.

In order to qualify for this investment, investors need to self-certify as a "Minority" (or woman), but no clear definition of "Minority" exists. This could be constitutionally illegal due to the city's involvement in segregating the opportunity.

When digging a little deeper, it becomes clear this is not an opportunity to invest directly in a casino, but in an entity that has a 25% "economic interest" in an operating company that operates a casino.

Disbursement of profits is controlled by the parent company (Bally's), that has 75% voting rights in the entity invested in, and manages and operates the operating company investors own 25% of. This means if the operating company owes the holding company all its profits for, say, "licensing" rights of IP (say, customer databases, or trademarks, and so on), there are no profits to distribute to the investors. This is a familiar ruse to those who know how companies offshore profits to tax-favourable locales.

There are 1,000 slots open to invest, each worth $25k, valuing the company at exactly $1bn, but the parent company (that owns 75%, remember), despite owning more than a dozen other properties and resorts is valued at a total market cap of $1.5bn. This suggests that the market as a whole does not consider that investment slice worth $250m, because it does not value the other 75% at $750m.

If an investor doesn't have $25,000 to buy a slot, they can invest just $250, with the remainder being made up with a no-recourse loan. The interest on this is marked up at 11% annually, compounded quarterly. The $250m needed to provide this financing this, has come from lending on which the operating company is paying ~5%.

The prospectus states profits are unlikely for "3 to 5 years", assuming of course there are profits after "licensing fees" and so on, have been handled. This means the loan bought for $250 is likely to grow to $34k-$42k with interest.

When (if?), dividends are issued to pay off the loan, the payments to pay off the interest may be considered by the IRS a taxable benefit. The prospectus agrees this is possible but "unlikely".

So in a single line: you can pay $250 to create a possible tax bill on $18k that goes to the loan provider in 5 years time, and you may get your $250 back (and more), if the casino operator decides to pay that out through the goodness of their heart.

And this is being supported - including through "roadshows" at churches attended mostly by African Americans - by the city itself, in a way that is predictably going to back-fire, and may be very illegal.

SEC should take a look. Public-spirited lawyers who don't want to see some of the poorest communities in the country get ripped off should also take a look. If I was a Bally's shareholder, I'd be concerned that in a few years time, the company I'm a shareholder in is going to be embroiled in scandal and potentially a Supreme Court ruling.






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