1 State of Indiana Indiana Gaming Commission

INDIANA GAMING COMMISSION DISCIPLINARY ACTION

IN RE DISCIPLINARY ACTION OF ) ) COMPLAINT NO. ) 2021-MS-01 RODERICK RATCLIFF ) LICENSE NO. MS-17515-L1 )

COMPLAINT FOR DISCIPLINARY ACTION

Petitioner, the Indiana Gaming Commission, by and through the Executive Director and the Executive Director’s designee, (“Commission”), for its complaint for disciplinary action against Roderick Ratcliff (“Respondent”), states as follows:

INTRODUCTION

1. Being a licensee in the gaming industry is to subject yourself to what has been described as a “super-regulated” industry. Mays v. Trump Indiana, Inc., 355 F.3d 351, 353 (7th Cir. 2001).

2. Riverboat Gambling in Indiana is conditioned upon “the strict regulation of facilities, persons, associations, and gambling operations….” Ind. Code §4-33-1-2(2). “The public’s confidence and trust” is maintained through that strict regulation. Id. The Commission is charged with maintaining “the integrity of … riverboat gambling. Riverboat licensees and riverboat license applicants must encourage confidence in the commission and the riverboat gambling industry by maintaining high standards of honesty, integrity, and impartiality.” 68 I.A.C. 1-4-2.

3. Through his actions and inactions set forth below Respondent has fundamentally undermined the Commission’s confidence and trust in his ability to act with the integrity and honesty required of him as a gaming licensee in Indiana.

4. Respondent has flouted the trust and confidence placed in him by the Commission, by, among other things, submitting false information, hiding conduct that violates Indiana gaming rules and regulations, and then, when he was asked to meet with Commission staff to answer questions about his conduct, refusing on two (2) separate occasions.

5. When the facts set forth below were brought to the attention of the Commission, it became apparent that with the Respondent, things cannot be taken at face value. The Commission’s investigation has led to the discovery of several violations by Respondent of the rules that allow him to hold a gaming license. Respondent’s failures to disclose and his refusal to participate in the Commission’s investigation raise significant questions about why he kept transactions hidden from the Commission. The filings in federal court provided the Commission with possible motivations for Respondent’s conduct that require Commission investigation. The Commission reserves the right to supplement this Complaint as information is discovered.

6. To uphold the public’s confidence and trust in gaming in Indiana, the Commission must revoke Respondent’s gaming license.

PARTIES

7. The Commission is the Indiana administrative agency with its principal offices in Marion County, Indiana, with powers and duties to administer, regulate, and enforce the system of riverboat gambling and gambling games at racetracks in the State. Ind. Code § 4-33-4-1; § 4-35-4-1.

8. Respondent is currently a key person as defined by 68 I.A.C. 1-1-57, and is a substantial owner pursuant to 68 I.A.C. 1-1-86 of Spectacle Gary, LLC (“Spectacle Gary”) and Spectacle Entertainment Group, LLC (“SEG”).

NATURE OF THE ACTION

9. This is a complaint for disciplinary action brought under Ind. Code § 4-21.5-3, Ind. Code § 4-33-8, 68 I.A.C. 2-3-5, and 68 I.A.C. 13-1. This action is being initiated against Respondent because Respondent has failed to maintain suitability to hold an occupational license as required by 68 I.A.C. 2-3-9 after the issuance of Respondent’s permanent license. Specifically, the Commission will rely on the following facts and reasons to demonstrate that the Respondent must have his license revoked:

LAW

10. The Commission is a state agency that was created under Ind. Code § 4-33-4-1.

11. The Commission has jurisdiction and supervision over riverboat gambling operations and gambling games at racetracks in Indiana, and persons on riverboats and at racetracks where gambling games are conducted. Ind. Code § 4-33-4-1(a)(3)(A) and (B); Ind. Code § 4-35-4-1(a) and (b).

12. The Commission has the power and duty to fully and effectively execute Ind. Code § 4-33 and Ind. Code § 4-35. Specifically, the Commission has the power and duty to: investigate and reinvestigate applicants and license holders; take appropriate administrative enforcement or disciplinary action against a licensee; investigate alleged violations of Ind. Code § 4-33 and Ind. Code § 4-35; and revoke, suspend, or renew licenses issued under Ind. Code § 4-33 and § 4-35. Ind. Code § 4-33-4-1; Ind. Code § 4-35-4-1.

13. The Commission is empowered to take “any reasonable or appropriate action to enforce” Ind. Code § 4-33 and Ind. Code § 4-35. Ind. Code § 4-33-4-1(a)(16); Ind. Code § 4-35-4- 1(b)(1).

14. In the interpretation of the rules adopted by the Commission, an ambiguity shall be resolved in favor of the interpretation that would provide the greater assurance of integrity in either the operation or regulation of casino gambling; or heightened public confidence in the regulation or regulatory processes relating to casino gambling. 68 I.A.C. 1-2-1.

15. It is the intention of the Riverboat Gambling Act and Gambling Games at Racetracks Act to maintain the public’s confidence and trust only through the strict regulation of persons and associations. Ind. Code § 4-33-1-2; Ind. Code § 4-35-3-4.

16. The Commission may suspend, revoke, or restrict an occupational licensee for the following, among other, reasons: a violation of Ind. Code § 4-33 or § 4-35; a cause that if known to the Commission would have disqualified the applicant from receiving the occupational license; or any other just cause. Ind. Code § 4-33-8-8; Ind. Code § 4-35-6.5-8.

17. In order to be qualified to hold an occupational license, an individual must meet “standards adopted by the Commission for the holding of an occupational license.” Ind. Code § 4- 33-8-3; Ind. Code § 4-35-4-7.

18. A Level 1 occupational licensee must submit a Personal Disclosure Form 1 (“PD1”) on a form prescribed by the Commission. 68 I.A.C. 2-3-4(d).

19. The Commission through its gaming agents shall conduct background investigations of applicants. Ind. Code § 4-33-4-18.

20. The Commission may investigate a licensed owner or a holder of an occupational license at any time the Commission determines it is necessary to ensure that the licensee is in compliance with the Riverboat Gambling and Gambling Games at Racetracks Acts. Ind. Code § 4- 33-6-12; Ind. Code § 4-33-8-2; Ind. Code § 4-35-5-5; § 4-35-6.5-2.

21. The Commission may not issue an occupational license to an individual that has been convicted of a felony under Indiana law, the laws of any other state, or the laws of the United States. Ind. Code 4-33-8-3; Ind. Code 4-35-6.5-3.

22. The Commission may refuse to issue an occupational license to an individual who, among other things, does not disclose or states falsely any information required by the application; has been found guilty of a violation of this article; or just cause is considered by the Commission to be unfit to hold an occupational license. Ind. Code § 4-33-8-7; Ind. Code § 4-35-6.5-7.

23. An applicant must be in substantial compliance with all state and federal tax laws and be of good moral character and integrity. 68 I.A.C. 2-3-5(c)(13) and (14).

24. A person who knowingly or intentionally makes a false statement on an application commits a Class A misdemeanor. Ind. Code § 4-33-10-1; Ind. Code § 4-35-9-4.

25. All occupational licensees have a continuing duty to maintain suitability for licensure. 68 I.A.C. 2-3-9; 68 I.A.C. 13-1-1.

26. An occupational licensee bears the burden of demonstrating that he or she is suitable for licensure. 68 I.A.C. 2-3-4.

27. The occupational licensee must continue to meet all conditions or restrictions for licensure after the issuance of the permanent occupational license and must comply with all requests for information, documents, or other materials relating to the applicant and his or her application. 68 I.A.C. 2-3-5. 3

28. An occupational license does not create a property right, but is a revocable privilege granted by the state contingent upon continuing suitability for licensure. 68 I.A.C. 2-3-9; 68 I.A.C. 13-1-1.

29. An occupational licensee shall “(n)otify the Commission of any changes in the information submitted in the application or any information that could render the licensee ineligible to hold an occupational license.” 68 I.A.C. 2-3-9(c)(1). Such notification must occur “as soon as the occupational licensee becomes aware of the violation.” 68 I.A.C. 2-3-9(d).

30. An occupational licensee must submit in writing to the Commission, among other things, the following: “That the occupational licensee has been arrested for, indicted of, charged with, convicted of, or plead guilty to any felony or misdemeanor offense;” and “Any other information that would affect the occupational licensee’s suitability to maintain a license under the Act or this rule.” 68 I.A.C. 2-3-9.1(a)(5) and (6). Such notification must be submitted within ten (10) calendar days of the change or occurrence of the event. 68 I.A.C. 2-3-9.1(b)(2).

31. A casino licensee is likewise required to notify the Commission regarding an occupational licensee who is in violation of Ind. Code § 4-33 or 68 I.A.C. if the casino licensee is aware of the violation. 68 I.A.C. 2-3-9.

32. Occupational licensees must cooperate with and provide truthful information to enforcement agents and staff during any investigation regarding criminal activity or regulatory violations, or both. 68 I.A.C. 2-3-9.

33. The executive director or an agent of the Commission may review a contract or transaction entered into by a casino licensee or casino license applicant upon demand. 68 I.A.C. 1- 4-1.

34. Casino licensees must encourage confidence in the Commission and the casino gambling industry by maintaining high standards of honesty, integrity, and impartiality. Casino licensees shall: (1) promote this policy by entering into contracts and transactions in accordance with Ind. Code § 4-33, Ind. Code § 4-35, and this title; and (2) be held accountable for the contracts or transactions entered into under this rule. 68 I.A.C. 1-4-2-(a).

35. 68 I.A.C. 1-4-3(a) provides that casino licensees may not enter into a contract that is not commercially reasonable or does not reflect the fair market value of the goods or services rendered or received as determined at the time that the contract is executed.

36. A contract or transaction entered into by a casino licensee or a casino license applicant that exceeds the total dollar amount of fifty thousand dollars ($50,000) must be in writing. 68 I.A.C. 1-4-3(b).

37. A casino must have procedures for purchasing transactions that include policies for ethical standards and compliance with state and federal laws. 68 I.A.C. 1-4-4. Among other things, the procedures must include competitive bid processes, documentation the goods or services were obtained on the basis of fair market value or a price that is commercially reasonable, and processes for contracts greater than $50,000. Id.

38. An individual applicant is under a continuing duty to disclose any changes in the information submitted to the Commission with the applicant’s application. 68 I.A.C. 2-3-4(b)(7).

39. An applicant for a casino owner’s license must provide the Commission the identity of any individual with an equity interest of at least 1% and the shareholders or participants in the applicant. Ind. Code § 4-33-5-1.

40. In determining the suitability of a casino owner’s or gambling game licensee, the Commission shall consider the character, reputation, and integrity of an individual that directly or indirectly controls the casino owner’s or gambling game licensee. Ind. Code § 4-33-6-4; Ind. Code § 4-35-5-2.4.

41. The Commission may initiate an investigation or disciplinary action if the Commission has reason to believe a licensee is not acting in accordance with licensure conditions. 68 I.A.C. 13- 1-1.

42. An applicant is seeking a privilege and assumes and accepts any and all risk of adverse publicity, notoriety, embarrassment, criticism, or other action or financial loss that may occur in connection with the application process or the public disclosure of information requested. 68 I.A.C. 2-3-4(b)(1).

43. Job descriptions, job titles, and organization charts are conditions of licensure and information required by the Commission. Ind. Code § 4-33-8-5; 68 I.A.C. 13-1-1.

44. Accounting records and procedures must meet the reliability and accuracy standard pursuant to 68 I.A.C. 15-1.

45. The casino licensee shall establish policies and procedures to ensure that all transactions that flow through the casino cage are accounted for and establish policies for the types of transactions. 68 I.A.C. 15-10-2.

46. Cash equivalent means an asset that is readily convertible to cash. 68 I.A.C. 1-1-13.

47. A person holding more than 1% interest in a permit holder or casino owner’s license may not make a contribution to a candidate or a committee while licensed, or for 3 years following termination of the license. Ind. Code § 4-31-13-3.5; Ind. Code § 4-33-10-2.

48. Pursuant to 68 I.A.C. 1-1-70, a political contribution has the meaning set forth in Ind. Code § 3-5-2-15.

49. A licensee represented before the Commission by an attorney or representative under this rule shall be bound by the acts or omissions of the attorney or representative to the same extent as if the licensee had acted or failed to act personally. 68 I.A.C. 1-6-4.

50. Attorneys or representatives appearing before the Commission shall not be intentionally untruthful, nor withhold any information that the review officer, hearing officer, or Commission is entitled to receive, nor interfere with any lawful effort by the Commission to obtain such information. 68 I.A.C. 1-6-5.

51. Private casino licensees shall submit a quarterly report that sets forth those persons who hold an interest in a license or the certificate of suitability. 68 I.A.C. 1-13-1.

52. Pari-mutuel wagering at satellite facilities in Indiana must conducted with the highest of standards and the greatest level of integrity. 71 I.A.C. 12-1-2.

53. Advance deposit wagering on horse races in Indiana should be conducted with the highest of standards and the greatest level of integrity and ensure the protection of the public interest. 71 IAC 9-2.2-1. Advance deposit wagering accounts are nontransferable. 71 I.A.C. 9-2.2-8.

54. 71 I.A.C. 9-2.2-10 and 71 I.A.C. 9-2.2-12 prescribe the proper administration of advance deposit wagering accounts and associated penalties for violations.

FACTUAL ALLEGATIONS

55. Because the Commission’s efforts to investigate Respondent’s actions have been thwarted by the Respondent, the Commission reserves its rights to amend and supplement these factual allegations if additional information is developed.

56. From on or about November 12, 2012 to July 2018, Respondent was Chief Executive Officer of New Centaur Gaming, LLC (“Centaur”), operating Indiana Grand Racing & Casino and Hoosier Park Racing & Casino (collectively the “Racinos”).

57. Centaur sold the Racinos to Caesars Resort Collection, LLC (“Caesars”) on June 28, 2018.

58. On or about December 10, 2018, Respondent submitted a PD1 application to the Commission for a Level 1 occupational license related to his roles as Spectacle Gary’s Chief Executive Officer and Chairman of the Board of Managers, the parent company of the Majestic Star Casino in Gary, Indiana.

59. In reliance on representations made by Respondent to the Commission, on or about March 14, 2019, the Respondent was issued a Level 1 occupational license to serve in those roles for Spectacle Gary.

60. A true and accurate copy of the communication granting Respondent his Level 1 occupational license on March 14, 2019, is attached hereto as Exhibit A.

Eastern District of Virginia District Court

United States of America v. Charles O’Neil

61. On January 23, 2020, a Criminal Information was filed in the case of United States of America v. Charles O’Neil in the Eastern District of Virginia District Court (the “Criminal Information”). A true and accurate copy of the Criminal Information is attached hereto as Exhibit. B.

62. The Criminal Information alleges that the vice president and general counsel of a gaming company formed in Delaware and based in Indianapolis, Indiana during the year 2015, 6

conspired with defendant O’Neil to violate federal election laws by using a conduit scheme to exceed campaign contribution limits. The candidate was running for an Indiana Congressional office seat.

63. In 2015, there was only one gaming company based in Indianapolis: Centaur.

64. Also at that time, Centaur had a business relationship with Strategic Campaign Group, Inc., defendant O’Neil’s employer.

65. Strategic Campaign Group, Inc. was owned and operated by Kelley Rogers.

United States of America v. Kelley Rogers

66. On September 17, 2019, a Statement of Facts was filed in the case United States of America v. Kelley Rogers in the Eastern District of Virginia District Court (the “Statement of Facts”). A true and accurate copy of the Statement of Facts is attached hereto as Exhibit C.

67. The Statement of Facts alleges that in 2015, Rogers, “Person G, and others orchestrated a scheme to use conduits to evade the limits placed on money that individuals could contribute to the political campaign of Candidate C, who was running to represent an Indiana district in the United States House of Representatives.”

68. The purpose of the scheme was to make it look like Candidate C received campaign contributions from numerous individuals when, in reality, only Person G was the source of the funds.

69. Certain individuals would make political contributions at the highest legal limit and would then be reimbursed by Person G. To execute the scheme, Rogers would prepare fake invoices and send them to “Company C,” which is identified as one of Person G’s “gaming businesses.”

70. Centaur, Respondent’s gaming business at the time, paid several invoices from Strategic Campaign Group, Inc. in 2015.

New Information Regarding Allegations of Violations of the Riverboat Gaming Act

71. On or about May 29, 2020, the Commission received new information regarding alleged violations of the Indiana Riverboat Gambling Act, marking the first time the Commission received direct information of matters relating to Respondent that were directly under the agency’s purview.

72. Upon information and belief, the information received by the Commission related to and supported the pending allegations, among other things, that Centaur executives directed a conduit scheme to violate campaign finance laws, similar to the scheme alleged in the United States of America v. Charles O’Neil and United States of America v. Kelley Rogers.

Respondent’s First Failure To Cooperate With The Commission’s Investigation

73. On or about June 9, 2020, the Commission requested Respondent’s participation in an interview with Commission investigators regarding alleged violations of the Riverboat Gambling Act.

74. On June 16, 2020, Respondent, via legal counsel, informed the Commission he would not cooperate with the Commission interview scheduled to occur on June 17, 2020. A true and accurate copy of the June 16, 2020 communication is attached hereto as Exhibit D.

75. On June 17, 2020, counsel for Respondent sent a communication to Commission staff apologizing for Respondent’s failure to cooperate and indicated that should the Commission wish to interview Respondent again, Respondent would be available “upon demand.” A true and accurate copy of the June 17, 2020 communication is attached hereto as Exhibit E.

76. Respondent resigned from the Chief Executive Officer and Chairman of the Board of Managers positions on June 19, 2020.

77. Spectacle Gary subsequently appointed Respondent to the position of Investor Relations and Financial Advisor, a role which also required Level 1 licensure.

Southern District of Indiana Indictment

78. On or about September 24, 2020, an Indictment was issued in the matter United States of America v. Darryl Brent Waltz, and John S. Keeler (the “Indictment”) charging that John S. Keeler (“Keeler”), former Vice President and General Counsel of Centaur, engaged in a conspiracy to make and receive corporate campaign contributions in violation of federal election laws, made false statements, and obstructed justice. A true and accurate copy of the Indictment is attached hereto as Exhibit F.

79. The Indictment alleges, that from on or about January 2015 through on or about November 18, 2015, a knowing and willful conspiracy to make corporate political contributions in violation of federal law occurred.

80. From January 2015 through November 18, 2015, Centaur owned and operated the Racinos and Respondent was Chief Executive Officer.

81. The Indictment alleges unlawful and unreported corporate contributions from Centaur in violation of federal law and a conduit scheme utilizing false invoices issued to Centaur resulting in false reports filed with the Federal Election Commission.

82. The Indictment alleges that on or about April 6, 2015, a Centaur assistant purchased roundtrip airfare for an individual named Rogers to travel to Indianapolis, Indiana, to meet with a Centaur executive at the airport on April 10, 2015.

83. The Indictment further alleges that on April 10, 2015, Rogers did travel to Indianapolis, Indiana, and did meet with a Centaur executive at the airport.

84. The Indictment alleges that this was an overt act committed in furtherance of a conspiracy to violate federal election law.

85. Based on the information available to the Commission, the Centaur executive identified in the Indictment is Respondent.

86. A true and accurate copy of an April 8, 2015 email from Centaur’s office manager to Rogers is attached hereto as Exhibit G.

87. Respondent’s electronic calendar reflects the April 10, 2015 meeting with Rogers at the Indianapolis airport.

88. A true and accurate redacted copy of Respondent’s electronic calendar of April 5-11, 2015, is attached hereto as Exhibit H.

89. The information contained within the Eastern District of Virginia filings and the Indictment allege criminal schemes carried out by Centaur when, at all times relevant, Respondent was Chief Executive Officer. The information in the Virginia criminal case relates to contracts that were fraudulently created and that were designed to hide a scheme by Respondent and others to make campaign contributions that were prohibited by gaming rules and regulations.

90. The mere association or inference in criminal filings, like those out of the Eastern District of Virginia or the Southern District of Indiana, is enough to call into question Respondent’s suitability. The ongoing burden of demonstrating suitability is upon Respondent. Respondent has failed to provide the Commission with any evidence or information to counter the information contained within the criminal filings.

91. On December 3, 2020, the Commission received termination paperwork whereby Spectacle Gary terminated Respondent from his position as Investor Relations and Financial Advisor.

92. Despite his termination, Respondent remained an occupational licensee of the Commission by virtue of his ownership interest in Spectacle Gary.

Respondent’s Obstruction and Misrepresentations

93. Aside from the specific violation raised herein, the Commission investigation has identified several additional matters which could be, at a minimum, regulatory violations. Respondent has thwarted the Commission’s attempts to thoroughly investigate these matters by his obstruction of the investigation.

Misrepresentations to Commission Investigators

94. On or about February 14, 2019, Respondent appeared before Commission investigators for an interview as part of his three (3) year license reinvestigation.

95. During that interview, Respondent disclosed that Centaur had received a subpoena dated September 20, 2018, from the United States Attorney for the Eastern District of Virginia, requesting documents relating to the Brent Waltz for Congress campaign and Rogers, a political consultant that Centaur had contracted with for services.

96. During the February 14, 2019 interview with Commission investigators, Respondent denied that Centaur or he himself had been part of any conduit scheme to funnel corporate campaign funds to the Waltz campaign.

97. Subsequent information, including information in the filings in the Eastern District of Virginia in the criminal cases against Rogers and O’Neil as noted above, directly contradict Respondent’s statement to Commission investigators.

98. Respondent’s failure to provide truthful information to Commission investigators is a direct regulatory violation. Ind. Code § 4-33-8-7.

Respondent’s Second Failure to Cooperate with Commission Investigation

99. On or about November 30, 2020, the Commission again requested Respondent’s participation in an interview with Commission investigators regarding alleged violations of the Riverboat Gambling Act. Commission investigators even provided Respondent with direct topics to be covered during the interview.

100. Attached as Exhibit I is a true and accurate copy of that request.

101. Consistent with Respondent’s prior commitment to the Commission that, if requested to be interviewed again, he would agree to do so, Respondent’s legal counsel initially agreed to an interview with Commission investigators scheduled for December 10, 2020.

102. A true and accurate copy of Respondent’s counsel’s communication of December 1, 2020 is attached hereto as Exhibit J.

103. Then, on the day before the scheduled interview, on December 9, 2020, Respondent’s legal counsel again informed Commission staff that Respondent would not participate in an interview.

104. A true and accurate copy of Respondent’s counsel’s December 9, 2020 communication is attached hereto as Exhibit K.

105. Respondent’s failure to cooperate with a Commission investigation is a direct regulatory violation. Ind. Code § 4-33-8-7.

Respondent’s Problematic Associations

106. The individuals with whom a licensee associates is of importance to the Commission and is a pillar of the Commission’s statutory mandate.

107. Based on information now readily available to the Commission, during the course of his tenure at both Centaur and Spectacle, Respondent had close associations with individuals who, themselves, have not cooperated with the Commission regarding matters relating to Respondent and their own licenses. Had the Commission known of the natures of Respondent’s associations at the time of his permit application – which it did not because of Respondent’s concealment – the Commission would have highly scrutinized those associations as part of its background investigation of a Commission licensee.

108. As noted above, former Centaur and later Spectacle Vice President and General Counsel John Keeler was indicted on September 24, 2020, in the Southern District of Indiana. Keeler has been charged with engaging in a conspiracy to make and receive corporate campaign contributions in violation of federal election laws, making false statements, and obstructing justice. 10

109. Political consultant Rogers is named as a co-conspirator in the Indictment. Rogers was also indicted himself in the Eastern District of Virginia for, among other things, participating in a scheme to use conduits to make contributions to a candidate running to represent a district in the U.S. House of Representatives that exceeded the limits placed on individual campaign contributions under federal law.

110. On June 8, 2020, the Commission sought to interview Kyle Waggoner, former Vice President of Hospitality for Centaur, as part of its investigation. Waggoner declined to attend the Commission interview on the advice of counsel.

111. On June 12, 2020, the Commission sought to interview Adam Kallick, former Vice President of Racing Administration for Centaur, as part of its investigation. Kallick’s counsel declined the interview request for his client citing an ongoing federal grand jury investigation and his client’s Fifth Amendment rights.

Failure to Maintain Suitability for licensure

Chief Executive Officer Contract

112. In the fall of 2018, Respondent made an oral offer of employment to an Indianapolis attorney and lobbyist to become the Chief Executive Officer of Spectacle Gary.

113. Upon information and belief, this individual had no prior operational gaming experience.

114. Upon information and belief, the individual was pursued for the CEO position because of the individual’s perceived political connections in Gary, Indiana.

115. Respondent, on behalf of Spectacle Gary, LLC, and the individual, allegedly entered into an oral contract for employment for a term of three (3) years at a rate that was not a commercially reasonable salary for that position, implying that may have been other consideration involved.

116. Additionally, pursuant to the alleged oral contract terms, the individual was to receive Class B Units of Spectacle Gary equity.

117. The terms of this oral agreement were never memorialized as a written contract.

118. Respondent came to the individual several months later in 2019 and orally rescinded the employment offer.

119. Upon information and belief, the oral contract was not brought before the Spectacle Gary board.

120. On August 19, 2019, Spectacle Gary issued three thousand (3,000) Class B Units to the individual.

121. On or about February 25, 2020, Spectacle Gary and the individual entered into a Settlement and Mutual Release Agreement (“Agreement”) whereby Spectacle Gary, in addition to 11

the previous equity grant, agreed to pay the individual a significant monetary settlement by March 31, 2021. The agreement was signed by Keeler on behalf of Spectacle Gary.

122. Current Spectacle Gary and SEG board members did not discover the existence of the Agreement until October 2020, after Respondent’s resignation from SEG and Spectacle Gary.

123. The alleged oral contract for employment, the equity grant, and the Agreement were never reported or disclosed to the Commission despite an obligation to have done so, an obligation that is expressly acknowledged in the body of the Agreement. 68 I.A.C. 1-4-1.

124. The alleged oral contract for employment exceeded fifty thousand dollars ($50,000). Thus, pursuit to Commission rules, it was required to be a written contract.

125. The Agreement was subject to Commission reporting requirements and is required to meet the standard of commercial reasonableness. Failure to provide the document deprived the Commission of the ability to conduct a review pursuant to its statutory mandate and resulted in the company holding secret ownership information which was required to be disclosed.

Executive Vice President Contract

126. In August 2020, the Commission received a PD1 license application from an individual who owned and operated a lobbying firm, to become the Executive Vice President of SEG.

127. Upon information and belief, this individual had no prior operational gaming experience.

128. The individual was initially slated to become Chief Executive Officer, but SEG revised its plans following scrutiny from Commission staff.

129. Upon review of the employment contract, the Commission raised questions to SEG concerning the commercial reasonableness of the compensation. The compensation was much higher than even Respondent had been paid when he ran the company. The Commission also questioned the individual’s ongoing ownership of the lobbying company in light of the prohibitions sets forth in Ind. Code § 4-33-10-2.1.

130. While continuing to pressure the Commission staff to approve the individual’s license, Commission directives and requests for additional information to SEG concerning these issues were ignored by Respondent or his underlings. In light of the outstanding, and concerning issues, and also the ongoing suitability and compliance investigation, the Commission did not act upon the individual’s Level 1 license application.

131. The Commission was concerned that Respondent’s agreements – which by this time the Commission knew to be suspect – were not what they, at face value, appeared.

132. Additional information requested by the Commission was never received from Respondent or his associates.

133. Eventually, upon information and belief, SEG then rescinded the employment offer to the individual causing his PD1 license application to be ineligible for further consideration. 12

134. Upon information and belief, the selection of the individual and negotiation of the employment contract were done at the direction of Respondent.

135. The employment contract is required to meet the standard of commercial reasonableness. Failure to provide the document deprived the Commission of the ability to conduct a review pursuant to its statutory mandate. Furthermore, it has yet to be determined if this contract would have violated the prohibition regarding campaign contributions.

Acting Outside of Scope of License

136. On or about June 23, 2020, upon Respondent’s resignation as Chairman and Chief Executive Officer, Executive Director Sara Gonso Tait sent a directive that Respondent was no longer authorized to perform the duties associated with the Chairman and CEO job description approved by the Commission.

137. A true and accurate copy of the June 23, 2020 communication is attached hereto as Exhibit L.

138. Subsequently, Spectacle submitted a job description to the Commission for a job entitled Financial Advisor and Investor Relations position. Through the authority vested in it by Ind. Code § 4-33-8-5; 68 I.A.C. 13-1-1 the Commission approved Respondent to act in this capacity, pursuant to the approved job description.

139. The job description the Commission relied upon to approve Respondent’s position limited Respondent’s duties, and included development and fostering of “relationships with existing investors, lenders and warrant holders” and assisting “the Company in exploring and securing new financing arrangements.”

140. A true and accurate copy of the position description is attached as Exhibit M.

141. On December 3, 2020, Respondent was terminated from the Financial Advisor and Investor Relations position by Spectacle Gary.

142. On December 20, 2020, the Commission was advised that Respondent, while in the course of negotiations regarding his divestiture from SEG, again demanded consideration of factors related to SEG and its investors, and even proposed revisions to the operating agreement.

143. These communications establish that Respondent was actively and explicitly attempting to influence and exert control of a gaming matter related to SEG, Spectacle Gary, and Hard Rock, in violation of Ind. Code § 4-33-8-7 and Ind. Code § 4-35-6.5-7.

144. Respondent’s actions, as reported to the Commission on December 12, 2020 and December 20, 2020, demonstrated Respondent was continuing to conduct work to foster relationships with investors and lenders of Spectacle Gary and SEG. In addition, Respondent was attempting to secure new financing arrangements for the casino owner’s licensee. Respondent was not an employee or executive of Spectacle Gary or SEG and therefore had no role or authority to negotiate or compel terms of financial arrangements on behalf of Spectacle or other investors. Despite his resignation,

Commission directive, and his termination, Respondent continued to exert control over the casino owner’s licensee.

145. Respondent violated licensure conditions prescribed by the Commission.

146. On December 23, 2020, the Commission issued an emergency order 2020-MS-03 suspending Respondent’s occupational license. A true and accurate copy of emergency order 2020- MS-03 is attached hereto as Exhibit N.

147. On the same date, the Commission issued Order 2020-168 regarding Respondent’s equity interest in a casino owner’s license whereby Spectacle Gary, SEG, and Respondent were ordered by the Commission to remove Respondent individually and/or as trustee of his trust from the ability to exercise control, management, or voting related to Spectacle Gary and SEG, including but not limited to amending and restating the Roderick J. Respondent Trust Agreement by replacing the current trustee with a person acceptable to the Commission to serve as trustee during the pendency of the administrative action against Respondent. A true and accurate copy of Order 2020-168 is attached hereto as Exhibit O.

Failure to Update and Disclose

148. Many of Respondent’s actions uncovered during the Commission investigation were not disclosed to the Commission in the form of required updates to either Respondent’s or the casino company’s application, or by the involved individuals in their own license applications or subsequent updates.

149. The regulation of gaming is highly dependent on the integrity of parties in fully and voluntarily submitting to the requirements of licensure on a continuing basis.

150. Respondent’s multiple failures to disclose information and changes in information, raise questions regarding a concerted effort by Respondent, in his previous high ranking positions, and the companies he controlled, to obscure these activities from regulatory oversight.

151. The repetitiveness of the failures require full investigation to determine the extent to which the violations were purposeful and coordinated, if the disclosures were withheld at the direction of Respondent, and details regarding the objectives achieved by the companies in hiding their activities from the Commission.

152. Statute mandates the strict regulation of gaming and persons so as to ensure the public’s confidence and trust is maintained. The strict regulation of gaming and persons cannot occur without respect for and adherence to the Commission’s statutes and rules. Respondent has violated this fundamental mandate, in addition to the bevy of regulatory violations for failures to update and disclose.

Failure to update Successor Trustee

153. Respondent’s equity units in Spectacle are held in the Roderick J. Ratcliff Revocable Trust.

154. In 2018, Respondent submitted, via Exhibit 13 of his PD1 reinvestigation application, a copy of the Roderick J. Ratcliff Revocable Trust Agreement (“Trust Agreement”).

155. On December 10, 2020, Commission staff requested a copy of the Trust Agreement. Respondent’s legal counsel assured Commission staff the Trust Agreement had not been updated and it was the same document as submitted to the Commission in 2018.

156. Having not yet received it, Commission staff reiterated its request for a copy of the Trust Agreement. On December 11, 2020, Respondent’s legal counsel provided a current copy of the Trust Agreement.

157. A comparison of the Trust Agreements submitted on December 11, 2020 and in 2018 revealed that Respondent, on August 30, 2020, executed a modification to the Trust Agreement. Specifically, Respondent named a new successor trustee.

158. The successor trustee also failed to advise the Commission of the appointment, as required.

159. The Exhibit to Respondent’s application was required to be updated, and Respondent’s failure to do so represented a violation of Commission regulations. 68 I.A.C. 2-3-9(c)(1); 68 I.A.C. 2-3-4(b)(7).

Failure to Disclose Equity Transfers

160. On November 17, 2020, Spectacle reported, after conducting an audit of corporate offices, that Respondent transferred (or caused to be transferred) Class A units in Spectacle to Rich Zeigler, Matt Whetstone, and John Keeler months beforehand.

161. Spectacle and Respondent failed to timely update and notify the Commission of the equity transfers and other relevant documentation and actions related to the equity transfers.

162. In addition, there was an equity transfer of three thousand (3,000) Class B units made on August 21, 2019 and Spectacle failed to update the Commission regarding this equity transfer as well.

163. The Spectacle equity transfers resulted in the company holding secret ownership information which was required to be disclosed to the Commission, but which was not.

Failure to Report FastBet Income

164. FastBet is a mobile horse racing betting platform that allows patrons to deposit funds into an account and use that account for pari-mutuel wagering.

165. During his tenure at Centaur, FastBet was available at the Racinos and the Winner’s Circle OTB in Indianapolis.

166. Respondent had FastBet accounts in his name.

167. During at least 2015 through 2019, Centaur employees would frequently deposit large sums of money into Respondent’s FastBet account.

168. These were casino funds that were transferred under the description as “marketing other” for the Racinos and Winner’s Circle OTB.

169. From about 2015 through 2019, approximately $900,000 was transferred into Respondent’s FastBet accounts.

170. Respondent failed to provide the Commission with the win/loss statements for his FastBet accounts, despite the fact that when he applied for his gaming license in 2018, Respondent reported other gambling wins and losses on his PD1 reinvestigation application.

171. Part of Respondent’s 2018 gaming license application required him to report income he may have derived from gambling. Although he reported other income from gambling for the period 2015-2018, Respondent did not report the over $900,000 that was transferred into his FastBet account to the Commission.

172. The facts and circumstances surrounding FastBet could yield additional derogatory information, including but not limited to, failure to comply with Indiana Horse Racing regulations and statutes, failure to remain in substantial state and federal tax compliance and violations related to proper accounting records, procedures, and transactions. Respondent had multiple opportunities to provide Commission investigators with mitigating evidence, yet he has failed to do so.

CONCLUSION

Based on what the Commission knows so far, Respondent’s conduct presents an unprecedented set of negative circumstances involving an Indiana Gaming Commission licensee. Based on the information in this Complaint, Respondent does not have the high standards of character and reputation required of a licensee in Indiana. Any one of these matters, individually, should lead to revocation of his licensee. When combined with what the Commission knows so far, there should be no credible question that Respondent is not fit to hold a gaming license in Indiana.

The Commission has no choice but to pursue revocation of Respondent’s license. Allowing Respondent to retain a gaming license would undermine the Commission’s ability to effectively administer, regulate, and enforce the gaming industry in Indiana in light of Respondent’s flagrant repudiation of his responsibilities and duties required with such licensure.

Any perception that Respondent’s multiple and brazen violations would not be met with the most significant consequence available would diminish the integrity and reputation of the industry and the Commission. Furthermore, it would send a dangerous message to other Indiana licensees that such behavior will be tolerated in Indiana. Respondent’s ongoing licensure and association with gaming in Indiana must cease.

The Commission has cited multiple violations of its statute and rules, but, in fact, any one of the violations standing alone would carry the burden of revocation.

WHEREFORE, Commission staff finds facts sufficient for the initiation of this disciplinary action against Respondent. Based on Ind. Code § 4-33-8-8, 68 I.A.C. 2-3-5, and 68 I.A.C. 13-1-1, 16

the Commission may take action to revoke Respondent’s occupational license due to Respondent’s failure to maintain suitability for licensure.

Commission staff respectfully requests that the Administrative Law Judge find that Respondent has failed to maintain suitability for licensure and that Respondent’s license be revoked, and all other relief appropriate under the premises.

Respectfully submitted,

INDIANA GAMING COMMISSION:

Dustin J. Moloy, Attorney #32077-49 Indiana Gaming Commission 101 W Washington St East Tower – Suite 1600 Indianapolis, IN 46204

CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing Complaint for Disciplinary Action was served upon the following via U.S. Mail by the Indiana Gaming Commission on the 1st day of February, 2021: c/o Roderick Ratcliff

______Dustin J. Moloy, Attorney # 32077-49 Deputy General Counsel

Indiana Gaming Commission 101 W. Washington Street East Tower, Suite 1600 Indianapolis, IN 46204

317-234-2974

Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 1 of 7 PageID# 8

EXHIBIT - B Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 2 of 7 PageID# 9 Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 3 of 7 PageID# 10 Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 4 of 7 PageID# 11 Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 5 of 7 PageID# 12 Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 6 of 7 PageID# 13 Case 1:20-cr-00010-LO Document 5 Filed 01/23/20 Page 7 of 7 PageID# 14 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 1 of 17 PageID# 41

EXHIBIT - C Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 2 of 17 PageID# 42 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 3 of 17 PageID# 43 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 4 of 17 PageID# 44 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 5 of 17 PageID# 45 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 6 of 17 PageID# 46 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 7 of 17 PageID# 47 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 8 of 17 PageID# 48 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 9 of 17 PageID# 49 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 10 of 17 PageID# 50 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 11 of 17 PageID# 51 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 12 of 17 PageID# 52 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 13 of 17 PageID# 53 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 14 of 17 PageID# 54 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 15 of 17 PageID# 55 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 16 of 17 PageID# 56 Case 1:19-cr-00270-LO Document 8 Filed 09/17/19 Page 17 of 17 PageID# 57 VOYLES VAIANA LUKEMEYER BALDWIN & WEBB

ATTORNEYS AND COUNSELORS AT LAW

ONE INDIANA SQAURE

JAMES H. VOYLES 211 NORTH PENNSYLVANIA STREET, SUITE 2400 FRANK A. SYMMES (1885-1966) FREDERICK VAIANA INDIANAPOLIS, INDIANA 46204 GEORGE M. OBER (1911-1989) JENNIFER M. LUKEMEYER CHARLES W. SYMMES (1917-2000) (317) 632-4463 MARK C. WEBB TYLER D. HELMOND RICHARD W. CARDWELL (RETIRED) JEFFREY A. BALDWIN J. J. PAUL, III (RETIRED) FACSIMILE BRITTNEY A. NEWLAND (317) 631-1199 OF COUNSEL SHARON R. MERRIMAN

www.voyleslegal.com

16 June 2020 Mr. Garth Brown, CFE Director of Background Investigations Indiana Gaming Commission VIA Electronic Mail:

Dear Mr. Brown: Mr. Ratcliff and his attorneys have been in deep discussion about your untimely demand to appear before you as it relates to information about key persons of Centaur Gaming allegedly participating in or having knowledge of violations of the Indian Riverboat Gambling Act. You stressed that as a licensee of IGC, Mr. Ratcliff has an ongoing obligation to cooperate with IGC investigations. Mr. Ratcliff understand that obligation as he has been a suitable licensee of approximately 25 years. When Mr. Ratcliff inquired, through counsel, about the nature of your investigation, beyond vague allegations of violating the Indian Riverboat Gambling Act, you made very clear you would not disclose any of the underlying facts, witnesses or timeline that prompted your investigation. The lack of notice violates any notion of due process or fundamental fairness and makes it impossible for Mr. Ratcliff to accurately address any concerns. To Mr. Ratcliff’s knowledge there exist no credible allegation, supposition or suspicion he has as a licensee violated any section of the Indiana Riverboat Gambling Act. If the IGC wants answers to specific allegations, those allegations need to be provided to Mr. Ratcliff to allow for a meaningful and fair investigation into his suitability. The nature of your precipitous demand and the lack of notice implies you are on a fishing expedition for wrongdoing. This is not fair. Mr. Ratcliff, as a respected 25-year licensee, deserves a level playing field when answering questions about his suitability. Fairness in our system, administrative or judicial, is protected by due process. If the investigation is being done at the behest of another governmental agency, then the IGC’s suitability investigation is on false pretenses. Should another governmental agency believe Mr. Ratcliff to be guilty of wrongdoing, let them lead that charge with real evidence and established

EXHIBIT - D procedures. Mr. Ratcliff maintains there is no credible evidence to sustain a violation of the Indian Riverboat Gambling Act. Mr. Ratcliff was prepared to defend his suitability with Counsels James H. Voyles, Jennifer M. Lukemeyer, and Dan Dumavich. Also available to attend the suitability investigation was Brian Burdick, one of Spectacle’s attorneys and prior counsel to Centaur. After in depth consult with his counsel, Mr. Ratcliff has been advised by his counsel that meaningful cooperation with your investigation under present circumstances cannot be had. Mr. Ratcliff demands detailed notice of the allegations before submitting to any type of inquiry. Secondly, Mr. Ratcliff is prepared to administratively and judicially fight any such unjust or unlawful action taken by the IGC at your behest against his license. Mr. Ratcliff has enjoyed the cooperative relationship he and his entities have had with the IGC. This latest demand does not serve the purpose of the IGC to promote confidence in the gaming industry for the citizens of Indiana. We remain available to discuss these issues with you and the IGC at any mutually convenient time and consistent with appropriate COVID-19 protocols.

Sincerely,

JaJames H. Voyles,V le Jr.J

Jennifer M. Lukemeyer

JML/sfc Cc: Sara Gonso Tait

VOYLES VAIANA LUKEMEYER BALDWIN & WEBB

ATTORNEYS AND COUNSELORS AT LAW

ONE INDIANA SQAURE

JAMES H. VOYLES 211 NORTH PENNSYLVANIA STREET, SUITE 2400 FRANK A. SYMMES (1885 - 1 9 6 6 ) FREDERICK VAIANA INDIANAPOLIS, INDIANA 46204 GEORGE M. OBER (1911 - 1 9 8 9 ) JENNIFER M. LUKEMEYER CHARLES W. SYMMES (1917 - 2 0 0 0 ) (317) 632-4463 MARK C. WEBB TYLER D. HELMOND RICHARD W. CARDWELL (RETIRED) JEFFREY A. BALDWIN J . J . PAUL, III (RETIRED) FACSIMILE BRITTNEY A. NEWLAND (317) 631-1199 O F C O U N S E L SHARON R. MERRIMAN

www.voyleslegal.com

17 June 2020

Sarah Gonso Tait, Esq. Executive Director Indiana Gaming Commission East Tower, Suite 1600 101 W. Washington Street Indianapolis, IN 46204

Via email:

Dear Ms. Tait:

We are writing on behalf of our client, Mr. Rod Ratcliff. It is our understanding that the Indiana Gaming Commission (IGC) and its staff were offended by our correspondence and our advice to our client to not attend the interview today. However, the IGC should know before any decisions are made about Mr. Ratcliff’s license, that he wanted to participate in the interview. As a good client, Mr. Ratcliff, followed our advice to not attend. Our concern was that, despite our efforts, Mr. Ratcliff was given no information about the subject-matter of the interview. Thus, we as his attorneys tried to make an educated decision whether he should present himself. As any good lawyer would advise his client, under these circumstances, the best advice was that the client not participate in such an interview.

Mr. Ratcliff has advised us to alert the IGC and its staff that he would like the opportunity to meet with them to answer all their questions. We apologize for the confusion and offense caused by our letter sent yesterday addressing the lack of notice concerns. We hope that Mr. Ratcliff is not being blamed and punished for following the advice of counsel. Mr. Ratcliff wanted you to know that he would be available upon demand should he be granted this consideration. In deference to the prohibition of ex parte communication, we are addressing this letter to you. Should you feel it appropriate, please feel free to share with your Chairman.

EXHIBIT - E Sincerely,

______James H. Voyles Voyles Vaiana Lukemeyer Baldwin & Webb 211 N. Pennsylvania Street, Suite 2400 Indianapolis, Indiana 46204 t.

______Jennifer M. Lukemeyer Voyles Vaiana Lukemeyer Baldwin & Webb 211 N. Pennsylvania Street, Suite 2400 Indianapolis, Indiana 46204 t.

JML/sfc

Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 1 of 22 PageID #: 1

EXHIBIT - F Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 2 of 22 PageID #: 2 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 3 of 22 PageID #: 3 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 4 of 22 PageID #: 4 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 5 of 22 PageID #: 5 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 6 of 22 PageID #: 6 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 7 of 22 PageID #: 7 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 8 of 22 PageID #: 8 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 9 of 22 PageID #: 9 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 10 of 22 PageID #: 10 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 11 of 22 PageID #: 11 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 12 of 22 PageID #: 12 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 13 of 22 PageID #: 13 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 14 of 22 PageID #: 14 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 15 of 22 PageID #: 15 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 16 of 22 PageID #: 16 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 17 of 22 PageID #: 17 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 18 of 22 PageID #: 18 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 19 of 22 PageID #: 19 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 20 of 22 PageID #: 20 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 21 of 22 PageID #: 21

Brown, Garth

From: Marcia Wiedelman Sent: Wednesday, April 08, 2015 2:30 PM To: kelley Subject: friday

Kelley, Rod will me you at the wine bar on Friday which is in the center of the airport. Actually when you depart the security area, the wine bar is right there in the open part of the airport. If you have any questions, please let me know. Thanks, Kelley.

Marcia

Marcia A. Wiedelman Office Manager New Centaur, LLC 10 W. Market Street, Ste 200 Indianapolis, IN 46204 – office 317-216-8468 - fax – cell

EXHIBIT - G 1

Brown, Garth

From: Brown, Garth Sent: Monday, November 30, 2020 4:42 PM To: Jennifer Lukemeyer Cc: Small, Greg Subject: Interview Request

Jennifer, I write in regard to your client, Rod Ratcliff. Per previous correspondence, Mr. Ratcliff has agreed to submit to any interview requested by the Indiana Gaming Commission (IGC). Specifically, the IGC was advised via correspondence dated June 17, 2020 that Mr. Ratcliff would appear “upon demand” for any future interaction with the IGC.

Mr. Ratcliff’s participation in an interview is required at this time as part of the IGC’s ongoing regulatory investigation. Topics to be covered include ownership transfers, matters related to the court filings out of the Eastern District of VA and Southern District of Indiana, employment contracts, Fast Bet transactions, other financial (including currency) transactions and IGC reporting requirements, particularly with regard to the reporting of income and material changes in financial information.

IGC investigators will make time available at your convenience on the following dates:

-Thursday, December 3, 2020 -Friday, December 4, 2020 -Monday, December 7, 2020

Please advise of your preferred times and intention to fully participate by close of business on Tuesday, December 1, 2020. Thank you.

Garth Brown, CFE Director of Background Investigations Indiana Gaming Commission PH: 317-233-0046 FX: 317-233-0047 101 West Washington Street East Tower, Suite 1600 Indianapolis, IN 46204

EXHIBIT - I 1 h 5 ( '%'% 977 ta W [ " + /

**** This is an EXTERNAL email. Exercise caution. DO NOT open attachments or click links from unknown senders or unexpected email. ****

í , !" t " , ! $ " a w , 5 $ (% 5 $ (( í ! & ( " C ! ! , " í ! , , { w! a w a ë" ! " ! $ ! W, $" @ ! $ LD/ a w " /, ! í, 5 / b " ! ! $ ! $ /hëL5 ,! C" LD/ ! a w ! E $ ! ! , ! E"

t $ ! ! , "

. W

W a [ " ëhò[9{ ë!L!b! [ÜY9a9ò9w .![5íLb = í9.. h L! {E '(( b t " { { '9%% L! Lb 9J'%9

7(> J7( ((&& B

LathwÇ!bÇ bhÇL/9 Ç K , ! ! $ ! " $" ! ! " 9K , W a [ " ! ëhò[9{ ë!L!b! [ÜY9a9ò9w .![5íLb !b5 í9.. " ! ! ," , !0 K , K " ! ! " $ ," , ! t ! ! " ! , " ! ! L " ! , ! $

W a [ " ëhò[9{ ë!L!b! [ÜY9a9ò9w .![5íLb = í9.. h L! {E '(( b t " { { '9%% L! Lb 9J'%9

7(> J7( ((&& B

LathwÇ!bÇ bhÇL/9 Ç K , ! ! $ ! " $" ! ! " 9K , W a [ " ! ëhò[9{ ë!L!b! [ÜY9a9ò9w .![5íLb !b5 í9.. " ! ! ," , !0 K EXHIBIT - J 4

Tait, Sara Gonso

From: Tait, Sara Gonso Sent: Tuesday, June 23, 2020 12:39 PM To: John Keeler Cc: Simpson, Kimberlyn; Brown, Garth; Leek, Danielle; Greg Gibson; james.allen ; Ilkim.Hincer ; Casiello, Nicholas Subject: Roderick J. Ratcliff Relationship with Spectacle - Follow Up Items Attachments: Chariman and CEO - NEW - 05.08.19.pdf

Attached please find the job description outlining the responsibilities of the Chairman and CEO. Given his resignation on Friday, Mr. Ratcliff is no longer authorized to perform these duties. Please submit for review and approval, as soon as practical, the name and qualifications of an individual you propose to conduct these responsibilities in the interim. In addition, please return Mr. Ratcliff’s occupational license badge to the IGC (either to Central Office or Majestic Star Casino) and submit the Position Update Form, which is available on our website.

I’ve copied Kimi Simpson to this e-mail, she would be happy to process your submissions, review new job descriptions, and answer any questions.

I will be sending a separate communication regarding the IGC’s Letters of Assurance expectations.

Thanks,

Sara Gonso Tait Executive Director Indiana Gaming Commission East Tower, Suite 1600 101 W. Washington Street Indianapolis, IN 46204 (317) 233-0046 (317) 233-0047 Fax

1 EXHIBIT - L

STATE OF INDIANA

INDIANA GAMING COMMISSION EMERGENCY ORDER

IN RE EMERGENCY ORDER ) CONCERNING ) ORDER NO. ) 2020-MS-03 RODERICK J. RATCLIFF ) LICENSE NO. MS-17515-L1 )

EMERGENCY ORDER

The Indiana Gaming Commission (“Commission”) hereby issues an emergency order pursuant to Indiana Code 4-21.5-4 and 68 IAC 13-1-22, regarding action against the Respondent, Roderick J. Ratcliff (“Respondent”), and states as follows:

PARTIES

1. The Commission is the Indiana administrative agency with its principal offices located in Marion County, Indiana, that has been granted, in Title 4 of the Indiana Code, all power and duties to administer, regulate, and enforce the system of riverboat gaming in Indiana. IC 4-33-4-1.

2. Respondent is a Substantial Owner, as defined by 68 IAC 1-1-86, of Spectacle Gary, LLC (“Spectacle Gary”), the ultimate parent of the Majestic Star Casino, and holds a Level 1 occupational license. Spectacle Entertainment Group, LLC (“Spectacle Entertainment”) is an entity which has a majority position in Spectacle Gary (both entities, and any other affiliated entities, collectively referred to as “Spectacle”).

3. Respondent was previously Chief Executive Officer and Chairman of the Spectacle Gary Board of Managers. Respondent resigned from these two positions on June 19, 2020. Spectacle subsequently appointed Respondent to the position of Investor Relations and Financial Advisor.

4. On December 3, 2020, the Commission received termination paperwork whereby Spectacle Gary terminated Respondent from his position as Investor Relations and Financial Advisor.

5. At present, Respondent still remains a licensee of the Commission due to his ownership in Spectacle Gary.

LAW

6. This is an emergency order brought forth under IC 4-21.5-4, IC 4-33-4, IC 4-33-8, and 68 IAC 13.

EXHIBIT - N 7. The Commission is a state agency that was created under IC 4-33-4-1.

8. An agency may conduct proceedings under IC 4-21.5-4 if an emergency exists. IC 4- 21.5-4-1.

9. An order issued under IC 4-21.5-4 may be issued without notice or evidentiary hearing by an authorized individual or panel of individuals. IC 4-21.5-4-2.

10. The agency issuing an order under IC 4-21.5-4 shall give such notice as soon as is practicable to persons who are required to comply with the order. IC 4-21.5-4-3.

11. An order issued under IC 4-21.5-4 order is effective when issued. IC 4-21.5-4-3.

12. The Commission has the power and duty to fully and effectively execute IC 4-33. Specifically, the Commission has the power and duty to: investigate and reinvestigate applicants and license holders; take appropriate administrative enforcement or disciplinary action against a licensee; investigate alleged violations of IC 4-33; and revoke, suspend, or renew licenses issued under 4-33. IC 4-33-4-1.

13. The Commission may suspend, revoke, or restrict an occupational licensee for the following, among other, reasons: a violation of IC 4-33; a cause that if known to the Commission would have disqualified the applicant from receiving the occupational license; or any other just cause. IC 4-33-8-8.

14. In order to be qualified to hold an occupational license, an individual must meet “standards adopted by the Commission for the holding of an occupational license.” IC 4- 33-8-3.

15. All occupational licensees have a continuing duty to maintain suitability for licensure. 68 IAC 2-3-9; 68 IAC 13-1-1.

16. An occupational licensee bears the burden of demonstrating that he or she is suitable for licensure. 68 IAC 2-3-4.

17. An occupational license does not create a property right, but is a revocable privilege granted by the state contingent upon continuing suitability for licensure. 68 IAC 2-3-9; 68 IAC 13-1-1.

18. An occupational licensee shall “(n)otify the Commission of any changes in the information submitted in the application or any information that could render the licensee ineligible to hold an occupational license.” 68 IAC 2-3-9(c)(1). Such notification must occur “as soon as the occupational licensee becomes aware of the violation.” 68 IAC 2- 3-9(d).

19. An occupational licensee must submit in writing to the Commission, among other things, the following: “That the occupational licensee has been arrested for, indicted of, charged

with, convicted of, or plead guilty to any felony or misdemeanor offense;” and “Any other information that would affect the occupational licensee’s suitability to maintain a license under the Act or this rule.” 68 IAC 2-3-9.1(a)(5) and (6). Such notification must be submitted within ten (10) calendar days of the change or occurrence of the event. 68 IAC 2-3-9.1(b)(2).

20. A casino licensee is likewise required to notify the Commission regarding an occupational licensee who is in violation of IC 4-33 or 68 IAC if the casino licensee is aware of the violation. 68 IAC 2-3-9.

21. Occupational licensees must cooperate with and provide truthful information to enforcement agents and staff during any investigation regarding criminal activity or regulatory violations, or both. 68 IAC 2-3-9.

22. 68 IAC 1-4-3 provides that casino licensees may not enter into a contract that is not commercially reasonable or does not reflect the fair market value of the goods or services rendered or received as determined at the time that the contract is executed.

23. An applicant is under a continuing duty to disclose any changes in the information submitted to the Commission with the applicant’s application. 68 IAC 2-3-4(b)(7).

24. The Commission may initiate an investigation or disciplinary action if the Commission has reason to believe a licensee is not acting in accordance with licensure conditions. 68 IAC 13-1-1.

25. Job descriptions, job titles and organization charts are conditions of licensure and information required by the Commission. IC 4-33-8-5; 68 IAC 13-1-1.

26. It is the intention of the Riverboat Gambling Act to maintain the public’s confidence and trust only through the strict regulation of persons and associations. IC 4-33-1-2.

27. If the Commission determines that an emergency exists, the Commission may suspend an occupational license without notice or an evidentiary proceeding, by an authorized individual or panel of individuals. 68 IAC 13-1-22.

FACTS

1. On or about December 10, 2018, Respondent submitted an application to the Commission for a Level 1 occupational license. On or about March 14, 2019, the Respondent was issued a Level 1 occupational license.

2. Respondent was previously Spectacle Gary’s Chief Executive Officer and Chairman of the Board of Managers, the parent of the Majestic Star Casino in Gary, Indiana.

3. Previously, Respondent was Chief Executive Officer of New Centaur Gaming, LLC (“Centaur”), operating Indiana Grand Racing & Casino and Hoosier Park Racing & Casino (collectively the “Racinos”).

Southern District of Indiana Indictment

4. On or about September 24, 2020, an Indictment was issued in the matter United States of America v. Darryl Brent Waltz, and John S. Keeler charging that John Keeler, former Vice President and General Counsel of Centaur, engaged in a conspiracy to make and receive corporate campaign contributions in violation of federal election laws, made false statements, and obstructed justice. A true and accurate copy of the Indictment is attached hereto as Exhibit A.

5. The Indictment alleges, from on or about January 2015 through on or about November 18, 2015, a knowing and willful conspiracy to make corporate contributions in violation of federal law occurred. At that time, Centaur owned and operated Indiana Grand Racing & Casino and Hoosier Park Racing & Casino and Respondent was Chief Executive Officer.

6. The Indictment alleges unlawful and unreported corporate contributions from Centaur in violation of federal law and a conduit scheme utilizing false invoices issued to Centaur resulting in false reports filed with the Federal Election Commission.

7. The Indictment alleges that on or about April 6, 2015, a Centaur assistant purchased roundtrip airfare for an individual named Kelley Rogers to travel to Indianapolis, Indiana to meet with a Centaur executive at the airport on April 10, 2015.

8. The Indictment further alleges that on April 10, 2015, Rogers did travel to Indianapolis, Indiana and did meet with the Centaur executive at the airport.

9. The Indictment alleges that this was an overt act committed in furtherance of a conspiracy to violate federal election law.

10. Upon information and belief obtained independently by the Commission, the Centaur executive identified in the Indictment is Respondent.

Failure to Cooperate

11. On or about June 9, 2020, the Commission requested Respondent’s participation in an interview with Commission investigators regarding alleged violations of the Riverboat Gambling Act. On June 16, 2020, Respondent, via legal counsel, informed the Commission he would not cooperate with the Commission interview scheduled to occur on June 17, 2020.

12. On June 17, 2020, counsel for Respondent sent a communication to Commission staff apologizing for Respondent’s failure to cooperate and indicated that should the

Commission wish to interview Respondent again, Respondent would be available “upon demand.”

13. On or about November 30, 2020, the Commission again requested Respondent’s participation in an interview with Commission investigators regarding alleged violations of the Riverboat Gambling Act. Respondent’s legal counsel initially agreed to an interview with Commission investigators scheduled for December 10, 2020. On December 9, 2020, Respondent’s legal counsel again informed Commission staff that Respondent would refuse to participate in an interview.

Associations

14. Associates of Respondent were asked to participate in interviews regarding issues of regulatory concern. Three (3) associates refused to participate in interviews, with two (2) citing their Fifth Amendment right against self-incrimination. While the constitutional right to avoid self-incrimination can be claimed, the Commission may draw an adverse inference from an individual’s refusal to testify before the Commission.

Failure to Update

15. Respondent’s equity units in Spectacle are held in the Roderick J. Ratcliff Revocable Trust.

16. In 2018, Respondent submitted, via Exhibit 13 of his personal disclosure reinvestigation application, a copy of the Roderick J. Ratcliff Revocable Trust Agreement (“Trust Agreement”).

17. On December 10, 2020, Commission staff requested a copy of the Trust Agreement. Respondent’s legal counsel assured Commission staff the Trust Agreement had not been updated and it was the same document as submitted to the Commission in 2018.

18. Commission staff reiterated its request for a copy of the Trust Agreement and on December 11, 2020, Respondent’s legal counsel provided a current copy of the Trust Agreement.

19. A comparison of the Trust Agreements submitted on December 11, 2020 and in 2018 revealed that Respondent, on August 30, 2020, executed a modification to the Trust Agreement. Specifically, Respondent named a new successor trustee.

20. The successor trustee also failed to advise the Commission of the change, as required.

Failure to Update of Equity Transfers

21. On November 17, 2020, Spectacle reported, after conducting an audit of corporate offices, that Respondent transferred Class A units in Spectacle to Rich Zeigler, Matt Whetstone and John Keeler.

22. Spectacle and Respondent failed to timely update and notify the Commission of the equity transfers and other relevant documentation and actions related to the equity transfers.

23. In addition, there was an equity transfer of 3,000 Class B units made on August 21, 2019 and Spectacle failed to update the Commission regarding this equity transfer as well.

Contracts

24. On February 25, 2020, and as a result of certain actions by Respondent, Spectacle entered into a Settlement and Release Agreement (“Agreement”). Spectacle did not report the existence of this Agreement to the Commission until October 20, 2020.

25. The Agreement contained not only a monetary settlement amount but also a grant of Class B units in Spectacle. The equity transfer was also not reported to the Commission.

26. The Agreement was subject to Commission reporting requirements and is required to meet the standard of commercial reasonableness. Failure to provide the document deprived the Commission of the ability to conduct a review pursuant to its statutory mandate and resulted in the company holding secret ownership information which was required to be disclosed.

27. The Agreement expressly notes the Commission’s jurisdiction as it referenced regulatory cancellation pursuant to 68 IAC 1-4-1 yet, despite this acknowledgment, the relevant parties failed to disclose this Agreement to Commission.

Acting Outside of Licensure Conditions

28. On or about June 23, 2020, upon Respondent’s resignation as Chairman and Chief Executive Officer, Executive Director Tait sent a directive that Respondent was no longer authorized to perform the duties associated with the Chairman and CEO job description approved by the Commission.

29. Subsequently, Spectacle submitted a job description for job title: Financial Advisor and Investor Relations position. The Commission approved Respondent to act in this capacity and pursuant to the approved job description.

30. The job description set forth that Respondent’s duties included development and fostering of “relationships with existing investors, lenders and warrant holders” and assisting “the Company in exploring and securing new financing arrangements.”

31. On December 3, 2020, Respondent was terminated from the Financial Advisor and Investor Relations position.

32. On December 12, 2020, the Commission received a copy of correspondence from Respondent wherein Respondent, during negotiations, rejected an offer and indicated he may review a revised offer but only if it considered “very important” issues relating to Spectacle Entertainment and its voting control and investors.

33. On December 20, 2020, the Commission was advised that Respondent, while in the course of negotiations regarding his divestiture, again demanded consideration of factors related to Spectacle Entertainment and its investors and even proposed revisions to the operating agreement.

34. Respondent’s actions, as reported to the Commission on December 12, 2020 and December 20, 2020, demonstrate Respondent is continuing to conduct work to foster relationships with investors and lenders of Spectacle. In addition, Respondent is attempting to secure new financing arrangements for the casino owner’s licensee. Respondent is not an employee or executive of Spectacle and therefore has no role or authority to negotiate or compel terms of financial arrangements on behalf of Spectacle or other investors. Despite his resignation, Commission directive, and his termination, Respondent continues to exert control over the casino owner’s licensee.

DISCUSSION

The forbearance afforded Respondent has produced no satisfactory results and is no longer justified. Additionally, new information has emerged in the preceding fourteen (14) days regarding Respondent’s suitability. An emergency is warranted as Respondent is continuing to function and exert control and influence on behalf of the casino owner’s licensee. These actions are contrary to the expectations, rules, and directives of the Commission. The actions further undermine the ability of the remaining parties in good standing to identify solutions related to the ongoing suitability review of Spectacle. It cannot continue. The strict regulation of gaming cannot occur without respect for and adherence to the Commission’s statutes and rules. Respondent has shown blatant disregard for the responsibilities associated with the privilege of maintaining a gaming license. Respondent’s actions have undermined the Commission’s ability to properly regulate Respondent. An emergency order suspending Respondent’s license is necessary based upon the actions of Respondent and in accordance the requirements of statute and rule.

FINDINGS AND ORDER

1. Per IC 4-21.5-4 and 68 IAC 13-1-22, it is the Commission’s determination that an emergency exists as the Commission cannot regulate in accordance with statue while allowing Respondent to flagrantly repudiate responsibilities required with licensure. The continued licensure of Respondent does not serve to uphold the public confidence or promote the integrity of gaming as required by statute. 2. Any license held by Respondent is hereby immediately SUSPENDED per IC 4-21.5- 4 and 68 IAC 13-1-22.

EFFECTIVENESS

This order, Order No. 2020-MS-03, is effective immediately per IC 4-21.5-4-3 and 68 IAC 13-1- 22, and is effective for 90 days unless renewed per IC 4-21.5-4-5.

APPEAL RIGHTS

IC 4-21.5-4-4 states that upon a request by a party for a hearing on an order rendered under section 2(a)(1) of this chapter, the agency shall, as quickly as is practicable, set the matter for an evidentiary hearing. An administrative law judge shall determine whether the order under this chapter should be voided, terminated, modified, stayed, or continued. Should you wish to request review of the agency action, you may do so through the State of Indiana Office of Administrative Law Proceedings in one of the following ways: 1) go online to www. in.gov/oalp and complete a Petition for Review; 2) mail your request; or 3) personally appear at the Office of Administrative Law Proceedings located at 402 W. Washington Street Rm. W161 / Indianapolis, IN 46204 to file a Petition for Review. You will need this document to complete your request.

IT IS SO ORDERED THIS THE 23rd DAY OF DECEMBER, 2020.

THE INDIANA GAMING COMMISSION:

______Michael McMains, Chair

ATTEST:

______Jason Dudich, Secretary

Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 1 of 22 PageID #: 1 Exhibit - A Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 2 of 22 PageID #: 2 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 3 of 22 PageID #: 3 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 4 of 22 PageID #: 4 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 5 of 22 PageID #: 5 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 6 of 22 PageID #: 6 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 7 of 22 PageID #: 7 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 8 of 22 PageID #: 8 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 9 of 22 PageID #: 9 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 10 of 22 PageID #: 10 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 11 of 22 PageID #: 11 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 12 of 22 PageID #: 12 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 13 of 22 PageID #: 13 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 14 of 22 PageID #: 14 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 15 of 22 PageID #: 15 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 16 of 22 PageID #: 16 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 17 of 22 PageID #: 17 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 18 of 22 PageID #: 18 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 19 of 22 PageID #: 19 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 20 of 22 PageID #: 20 Case 1:20-cr-00238-JPH-TAB *SEALED* Document 1 Filed 09/24/20 Page 21 of 22 PageID #: 21

ORDER 2020-168

AN ORDER OF THE INDIANA GAMING COMMISSION REGARDING AN EQUITY INTEREST IN A CASINO OWNER’S LICENSE

By Order 2020-22, and in accordance with Ind. Code article § 4-33 and Title 68 of the Indiana Administrative Code, the Indiana Gaming Commission (“the Commission”) issued a casino owner’s license to Majestic Star Casino, LLC (“Majestic Star”) to conduct riverboat gambling operations at a casino in Gary, Indiana under the laws and related regulations of the State of Indiana. The ultimate parent of Majestic Star is Spectacle Gary, LLC (“Spectacle Gary”) and Spectacle Entertainment Group, LLC (“Spectacle Entertainment”) is an entity which has a majority position in Spectacle Gary (both entities, and any other affiliated entities, collectively referred to as “Spectacle”).

Roderick J. Ratcliff is a Substantial Owner by virtue of his being a Class A unitholder interest in Spectacle and previously served as Spectacle’s Chief Executive Officer and Chairman of the Board of Managers. The Commission, by Emergency Order 2020-MS-03, issued an emergency suspension of Mr. Ratcliff’s occupational gaming license.

On July 6, 2020, Mr. Ratcliff executed and submitted a Letter of Assurance to the Commission regarding actions he agreed to take in the event certain actions occurred. A copy of the Letter of Assurance is attached hereto as Exhibit A. Paragraph 2 of the Letter of Assurance provides that in the event the Commission initiates an administrative action, such as a license suspension, Mr. Ratcliff agrees to “promptly amend and restate the Roderick J. Ratcliff Trust ... by replacing myself as trustee with a person acceptable to the Commission to serve as the sole trustee during the pendency of any criminal action or administrative action against me.”

In addition, on July 6, 2020, Spectacle Gary executed and submitted a Letter of Assurance to the Commission regarding actions the company agreed to take should certain events occur. In the event an administrative action is initiated against Mr. Ratcliff, Spectacle Gary assured the Commission that during the pendency of the action, Mr. Ratcliff would not “exercise any responsibilities or duties on behalf of the company.” Spectacle Gary further assured the Commission that it understood failure to do so could result in the imposition of the trustee-in-waiting. A copy of Spectacle Gary’s Letter of Assurance is attached hereto as Exhibit B.

Consistent with the voluntary assurances provided to the Commission by Mr. Ratcliff and Spectacle, it is the intention of this Order to remove Mr. Ratcliff from any ability to exercise control, management, or voting related to Spectacle. The Commission is charged with ensuring that gambling operations are conducted with the utmost credibility and integrity. Indeed, the public’s confidence and trust can only be maintained through strict regulation of facilities, persons, and associations. A casino owner’s license is a privilege, and not a right. Such privilege is jeopardized when a casino owner’s licensee has associations that call into question its suitability to hold that license.

The Commission hereby takes the following actions:

1. ORDERS Spectacle and Mr. Ratcliff by January 8, 2021, to remove Mr. Ratcliff, individually and/or as trustee of his trust, from any ability to exercise control, management, or voting related to Spectacle Gary and Spectacle Entertainment, including but not limited to amending

EXHIBIT - O and restating the Roderick J. Ratcliff Trust Agreement by replacing the current trustee with a person acceptable to the Commission to serve as trustee during the pendency of the administrative action against Mr. Ratcliff. 2. ORDERS Spectacle and Mr. Ratcliff to immediately advise the Commission of notice of Mr. Ratcliff’s revocation of the Roderick J. Ratcliff Trust. 3. ORDERS Spectacle to ensure Mr. Ratcliff ceases to exercise any responsibilities or duties on behalf of the company. Failure for Spectacle to do so will result in disciplinary action. 4. DELEGATES to the Executive Director the authority to approve or disapprove of the new trustee, the methods selected by Spectacle and Mr. Ratcliff to effectuate this Order, the implementation of such methods selected, and to approve of alternative legal instruments proposed in order to more efficiently comply with the intentions of this Order.

This Order is subject to the following conditions:

1. An acceptable trustee to the Commission must be independent from Spectacle and Mr. Ratcliff and cannot have a current or past interest in any Spectacle-related entity or affiliates thereof. 2. Spectacle and Mr. Ratcliff shall, in good faith, do what is necessary to indemnify and protect the Commission-approved trustee from any negative legal action resulting from this appointment. 3. Mr. Ratcliff’s voting rights must be vested in the Commission-approved trustee. 4. Revocation of the Trust Agreement during the pending administrative action is prohibited.

Pursuant to Ind. Code § 4-21.5-3-5 this Order is effective fifteen (15) days following this action.

IT IS SO ORDERED THIS THE 23rd DAY OF DECEMBER, 2020.

THE INDIANA GAMING COMMISSION:

______Michael McMains, Chair

ATTEST:

______Jason Dudich, Secretary