Know the Rules Before Rolling the Dice: Legal Considerations for Gaming Industry Real Estate Transactions

As legalized gaming continues to expand across the United States, attorneys advising clients on real estate transactions involving gaming companies must address a set of unique regulatory and transactional issues. The article examines how gaming regulation affects property acquisition, development, financing, and leasing, emphasizing that gaming laws vary widely by state and locality. Because most jurisdictions require gaming operators and related parties to be licensed or approved, real estate deals involving gaming assets are often shaped by extensive disclosure requirements, lengthy regulatory reviews, and uncertainty over timing and approval.

Real estate transactions in the gaming industry commonly include acquisitions, developments, financings, and leases, each presenting distinct challenges. Acquisitions and developments are particularly complex because sharing in gaming revenue typically requires a gaming license or suitability approval, a process that can take months or even more than a year. This uncertainty creates risk for buyers, developers, and sellers, especially for parties new to the gaming industry. As a result, purchase agreements often include specialized provisions addressing licensing status, regulatory approvals, gaming assets, and the consequences if required approvals are delayed or denied.

To manage timing, risk, and regulatory uncertainty, parties often use alternative transaction structures. These include sale leaseback arrangements, third party operator leases, and gaming management agreements. Sale leasebacks can allow for faster closings when new licenses are not immediately required, though buyers typically cannot share directly in gaming revenue. Third party operator leases rely on experienced, already licensed operators to reduce regulatory risk, while management agreements allow revenue sharing but require approvals for both owner and manager. Over the life of a gaming property, these structures may be used sequentially as ownership, licensing status, and business goals evolve.

Financing and leasing transactions are also heavily influenced by gaming regulation. Lenders may be subject to regulatory review, approval, or suitability findings, and loan documents often must account for licensing requirements and foreclosure limitations. Similarly, gaming licensees closely monitor and regulate their relationships with tenants and operators to protect their licenses, often retaining broad termination rights if a third party threatens regulatory compliance. Overall, attorneys advising in this space must understand the complex intersection of real estate law and gaming regulation and structure transactions carefully to balance deal certainty, regulatory compliance, and business objectives as the gaming industry continues to grow and evolve.

For more information see Angela T Otto, Maren Parry, Matt Law, and Peter Charles Bernhard “Know the Rules Before Rolling the Dice: Legal Considerations for Gaming Industry Real Estate Transactions,” ABA Probate and Property Journal, December 30, 2025.