Robert L. Ruben is a partner in the firm’s Corporate Practice Group and team lead for the Gaming Industry Group. For more than 25 years, Mr. Ruben has focused his practice on gaming law, representing participants in the gaming industry in multiple jurisdictions with respect to a wide variety of regulatory and enforcement matters and business transactions, including:
- Licensing of Casinos, Gaming Equipment Manufacturers, Key Employees, Lenders, and Vendors
- Competitive Bidding for Casino Licenses
- Acquisitions and Dispositions and other Change-In-Control Transactions
- Financing and Re-Financing of Gaming Businesses
- Public and Private Offerings of Equity and Debt Securities
- Negotiation of Material Contracts with Vendors and Other Service Providers
- Regulatory Compliance, Enforcement Actions, and Internal Investigations
Resident in the firm’s Baltimore and Washington, D.C., offices, Mr. Ruben appears regularly before the Maryland Lottery and Gaming Control Commission and has been involved in Pennsylvania gaming since its inception in 2005, having represented one of Pennsylvania’s first “Category 1” Racetrack Casinos for its initial licensing by the State Horse Racing Commission and the Pennsylvania Gaming Control Board. Mr. Ruben has also advised clients with respect to gaming issues and M&A transactions in numerous other jurisdictions, including Nevada, Ohio, Michigan, Massachusetts, Delaware, and New York, and handles financing and M&A transactions throughout the United States.
In addition to entities and individuals who participate directly in gaming and hospitality businesses, Mr. Ruben's clients include financial institutions, private equity firms, hedge funds, private investors, and investment bankers that must either be licensed by gaming regulators, obtain waivers from the licensing requirements, or structure their transactions in a manner that does not require such approvals.
From 1995 to 2002, Mr. Ruben was a member of the board of directors of MTR Gaming Group, Inc. (Nasdaq GS: MNTG), which later merged with Eldorado Resorts, Inc. (Nasdaq GS: ERI), and from 1999 to 2002 was licensed as a principal by the Nevada Gaming Commission.
Mr. Ruben is a 1986 graduate of Pennsylvania State University, Dickinson School of Law, where he was a member of the Law Review and the Woolsack Honor Society, and a 1983 graduate of the University of Virginia.
- Representing Golden Entertainment, Inc. (NASDAQ:GDEN) before the Pennsylvania Gaming Control Board in connection with its application for a license to operate video gaming terminals at truck stops.
- Represented an affiliate of Caesars Entertainment Corporation in connection with the successful bid and obtaining all necessary licenses and findings for suitability for a casino in Baltimore, Maryland.
- Represented Tioga Downs Racetrack, LLC in submitting a winning application and response to the New York State Gaming Facility Location Board's Request for Applications to Develop and Operate a Gaming Facility in New York State.
- Represented casino ground lessor in obtaining license to permit ground lessor to participate in gaming revenue.
- Represented Presque Isle Downs, Inc. in connection with licensing by the Pennsylvania State Horse Racing Commission and Pennsylvania Gaming Control Board to build and operate a Category 1 Racetrack Casino in Erie, Pennsylvania.
- Represented an affiliate of The Carlyle Group, as Sole Lead Arranger and Sole Bookrunner, in obtaining the Maryland Lottery and Gaming Control Commission’s approval of a $50 million syndicated secured working capital facility secured by equity interest in MGM National Harbor Casino.
- Represented Caesars Entertainment Corporation in obtaining the Maryland Lottery and Gaming Control Commission’s approval of the merger of Caesars Acquisition Company with and into Caesars Entertainment Corporation.
- Represented Golden Entertainment, Inc. in obtaining regulatory approval of (i) its $1.2 billion senior secured credit facility, (ii) the issuance of more than 5% of its equity securities, and (iii) an Institutional Investor Waiver of gaming licensing requirements for the recipient of the stock – all as part of the consideration for its acquisition of four casinos in Nevada and refinance of its debt.
- Represented building contractor in its removal from a state gaming regulator's prohibited vendor list.
- Represented casino host in reversing gaming regulator's determination of non-suitability.
- Represented Caesars Entertainment Corporation in obtaining the Maryland Lottery and Gaming Control Commission's approval of the bankruptcy reorganization of Caesars Entertainment Corporation.
- Represented CBAC Borrower, LLC in obtaining the Maryland Lottery and Gaming Control Commission’s approval of a $315 million senior secured credit facility to refinance the debt of Horseshoe Casino in Baltimore, Maryland.
- Represented Scientific Games Corporation in obtaining regulatory approval of the company’s reincorporation by merger with and into a Nevada corporation.
- Obtained a Comfort Letter from a gaming regulator to assure casino ground lessor’s lender that its interests would be protected in the event ground lessor were found unsuitable.
- Represented Wells Fargo Bank in $50,000,000 senior secured credit facility to refinance debt of a resort hotel and casino in Mississippi.
- Represented Laguna Development Corporation in its negotiation and execution of a definitive agreement to purchase a casino in Louisiana for $134.5 million.
- Representing a group of veteran gaming industry professionals in connection with the formation of a new private equity fund seeking to raise up to $500 million for investments in the gaming industry.
- Represented a trendy retail restaurant business in licensing its concept to a large casino resort on the Las Vegas Strip.
- Represented American Racing and Entertainment, LLC, parent company of Tioga Downs Racetrack, LLC, in securing a $90 million senior secured debt facility to support the $145 million conversion and expansion of Tioga Downs in New York State from a racino into a resort hotel and casino.
- Represented Aurora Gaming, Inc., a subsidiary of Poydras Gaming, LLC, in its acquisition from its former joint venture partner of the 50 percent of the equity in Aurora A&W Enterprises, LLC that it did not already own and the subsequent merger of Aurora A&W Enterprises, LLC into Aurora Gaming, Inc.
- Represented Poydras Gaming, LLC, a supplier of slot machines to casinos, in a $30.5 million senior secured loan from institutional lenders.
- Represented Poydras Gaming Finance Corp. in its acquisition of 100% of the stock of Integrity Gaming, Inc., Aurora Gaming, Inc. and Integrity Gaming of Kansas, Inc. for approximately $18 million, including, cash, stock, assumed debt, and an earn-out of up to $5 million.
- Represented a private investment company focused on casino operators and suppliers in (i) rolling up its various gaming equipment finance businesses, (ii) completing a reverse takeover of a Canadian public shell company, and (iii) completing a public offering of $10 million of common stock and $10 million of secured convertible debentures.
Licensing of New Gaming Ventures
Regulatory Approval of Significant Transactions
M&A, Finance, and Other Transactions
- District of Columbia
- The Pennsylvania State University, Dickinson School of Law, J.D., 1986
- Law Review
- Woolsack Honor Society
- University of Virginia, B.A., 1983
- Duane Morris LLP
- Partner, 2013-present
- Saul Ewing LLP
- Partner, 2010-2013
- Ruben & Aronson LLP
- Partner, 1997-2010
- Freer, McGarry, Bodansky & Rubin
- Partner, 1991-1997
- Wickens, Koches & Brooks
- Associate, 1989-1992
- Bishop, Cook, Purcell & Reynolds
- Associate, 1986-1989
- District of Columbia Bar Association
International Association of Gaming Advisors
Selected Speaking Engagements
- Speaker, "Rules of the Game: Regulation Casino Gaming in Maryland," 2015 Annual Meeting, Maryland State Bar Association (MSBA), June 10-13, 2015
Co-author, "DOJ Reconsiders Its View on the Wire Act - What Happens Now?" Duane Morris Alert, January 16, 2019
- Author, "Threading the Gaming Law Needle is a Losing Bet," Casino Journal, August 3, 2017