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How much is a casino business closed by the state and facing possible criminal sanctions worth? If it’s Andy Sanborn’s Win Win Win, the answer is up to $40 million.

Details about Sanborn’s failed sales agreement with an unnamed out-of-state buyer were recently made public in New Hampshire Supreme Court filings. Sanborn wants the court to overrule an administrative judge’s decision that revoked his casino license after the deal was deemed unsuitable by the state.

According to court documents, the sales agreement — with its large payouts for Sanborn — hinged on the new buyer, identified as W.F., securing a Historic Horse Racing (HHR) license for Win Win Win. Even though Sanborn repeatedly said he simply wanted to sell his business and leave the gaming industry, the proposed deal would have given him control over the casino for years.

Under the terms of the sale, W.F. would pay Sanborn $1.5 million upfront and put another $1.5 million into escrow. On top of that, W.F. agreed to pay Sanborn another $7 million once he obtained a new HHR license, secured financing to build a new HHR facility, and resolved legal issues for the land intended for the facility.

Until he paid the total $10 million price, W.F. could not sell Win Win Win without Sanborn’s consent, according to the agreement. W.F. also agreed to pay Sanborn an additional $30 million in quarterly payments over five years.

As part of the sales agreement, W.F. signed a 10-year lease for the Main Street building in Concord where Win Win Win operates. Sanborn owns the building and runs a sports pub in the same location. The lease includes discounted food and beverage sales from Sanborn.

One major sticking point in the sale was the HHR license provision. Until the 2025 budget changed state law, New Hampshire did not allow slot machines in casinos, but it authorized HHR machines — extremely lucrative devices that offer a game of chance similar to slots but based on horse-race data. Slots are now legal in Granite State casinos.

However, HHR licenses are tightly controlled. Only casinos holding valid licenses between May 2020 and May 2024 were eligible to apply. According to the state’s brief, Win Win Win was excluded because its license was suspended for all of 2024.

That meant W.F. was unlikely to get an HHR license and potentially would be unable to pay the full purchase price. In that scenario, Sanborn would remain the casino’s landlord with veto power over W.F.’s ability to sell the business indefinitely. If W.F. did find a buyer before paying the full $40 million, Sanborn would be entitled to a substantial share of the transaction, according to the state.

The Lottery Commission rejected the deal because of the HHR restrictions and concerns about W.F.’s solvency. According to court records, W.F. listed $14 million in assets, but the commission found most of that inaccessible. At the time of the proposed sale, W.F. had about $114,000 in liquid cash and held a $670,000 mortgage.

“[W.F.] possesses the character and financial capacity to be individually suitable to hold a game of chance license and operate a game of chance facility in New Hampshire, but the applicant’s proposed transaction and business arrangements with Mr. Sanborn, demonstrated by the agreements provided in the course of the suitability review, are unsuitable,” a Lottery Commission investigator wrote.

Sanborn was under a Sept. 30, 2024, deadline to sell his Concord casino after he was accused of improperly obtaining $844,000 in COVID relief loans, reportedly using the money to pay himself rent and buy sports cars, according to documents filed in the case. His license was suspended Dec. 29, 2023, and he was given six months to sell. The forced-sale order allowed him to seek a three-month extension if he had a buyer lined up pending state approval. Any buyer would have to pass a Lottery Commission suitability review.

If the full nine months passed without a sale, Sanborn’s license would be formally revoked — leaving the casino business essentially worthless. Sanborn’s lawyers claim the Lottery Commission and the New Hampshire Attorney General’s Office scared off two other proposed buyers and dragged out W.F.’s review beyond the nine-month deadline.

Sanborn received a two-week extension at the end of September to allow the state to complete W.F.’s review, but he failed to secure another extension after the Lottery Commission rejected the deal.

Sanborn currently faces a criminal trial this spring on charges he fraudulently obtained COVID relief funds. Win Win Win is also a defendant in the case, meaning the business could face fines or other sanctions if found guilty along with its owner.

EDITOR’S NOTE: An earlier version of this article misreported the state of New Hampshire’s laws regarding slot machines. We regret the error.

No one knows who is about to win big with casino licenses, including lucrative Historic Horse Racing, but that didn’t stop the House Ways and Means Committee from making it rain. 

Public documents obtained by NHJournal point to well-known developers involved in a new casino project in Salem. There are links between the Salem casino proposal and Tuscan Village developer Joe Faro, as well as to the family behind Sal’s Pizza. The question is, are they going to benefit from Historic Horse Racing?

The Ways and Means Committee pushed through SB 112 last week, which extends the moratorium on new Historic Horse Racing licenses but adds a carve-out for any pending license currently under consideration by the New Hampshire Lottery Commission.

Without the bill, the moratorium is set to sunset next summer, potentially opening up Historic Horse Racing across the state. If the bill passes, Historic Horse Racing would be limited to already licensed casinos and the five pending casino applicants. There are currently 14 licensed casinos in the state, though not all of them have Historic Horse Racing.

The amendment, proposed by Rep. Fred Doucette (R-Salem), allows any application brought to the Lottery Commission between January and October of this year to be eligible for licenses with Historic Horse Racing machines. Five applications are currently pending that meet this timeframe, and no one knows who they are.

New Hampshire Lottery Executive Director Charlie McIntyre isn’t showing his cards. McIntyre said state law prohibits divulging the identities of people applying for casino licenses while their applications are under review. 

“That’s not dissimilar from other licenses across the state,” McIntyre told the committee.

Gov. Chris Sununu opposes the moratorium, but Sen. Tim Lang (R-Sanbornton) told the House Ways and Means Committee last month Sununu would back the amendment that carves out Historic Horse Racing for the pending applications.

Lang told NHJournal he has no idea who is behind the five applications, and he doesn’t want to know. The secrecy protects the applicant and legislators, Lang said.

“We don’t want to be accused of knowing. We’re happy we don’t know,” Lang said.

But Salem Planning Director Jacob LaFontaine told the board last summer he had meetings with a casino group called Aces of Salem LLC that wants to turn the Tuscan Kitchen property at 67 Main Street into a casino.

Salem property records show the site is currently owned by J&S Investments LLC, with a mailing address in Massachusetts. According to New Hampshire Secretary of State records, Joe Faro, the developer behind the Tuscan Village development in Salem, is the registered agent for J&S Investments LLC.

Faro did not respond to a request for comment. 

Aces of Salem LLC lists Michael Lupoli as the manager in its state filing. The LLC was created in 2022. Lupoli is the brother of Sal Lupoli, the man behind Sal’s Pizza. Sal Lupoli turned his pizza chain into a business empire that includes commercial and residential real estate development. 

Michael Lupoli did not respond to questions from NHJournal.

It is not known if the Aces of Salem application is one of the five currently under review by the Lottery Commission. Part of the application process includes a suitability investigation, and McIntyre said releasing identities before suitability investigations are complete could result in unsuccessful applicants having their reputations harmed. He said the public would essentially be told these people were found unsuitable by the Lottery Commission.

Contacted by NHJournal, New Hampshire Lottery Commission spokeswoman Maura McCann said the names of applicants have never been disclosed prior to approval, not even to legislators. McCann said state law is clear about shielding the identities.

“That information has not been disclosed to anyone outside of Lottery, including the legislature,” McCann said. 

While McIntyre maintained those are standard rules for any licensed business in the state, not every business is licensed to make money the way casinos do. Historic Horse Racing, also known as Insta-Racing, is expected to bring in nearly $100 million. Unlike other casino games in New Hampshire, the businesses take the lion’s share. 

Historic Horse Racing machines are essentially slot machines. The machines use the results from thousands of horse races to create a fast-moving betting game. A player puts in their money, and the machine randomly picks a historic race. The bettors, sitting at a terminal resembling a video slot machine, pick horses to win, place, or show. They don’t know the horses’ names or other identifying details about the races. After a quick video depicting a race, the results are displayed. Like slot machines, Historic Horse Racing encourages long sessions of repetitive betting.

And that repeat business is great for the casinos. Under New Hampshire’s charitable gaming scheme, charities get 35 percent of the net revenue from table games (roulette, craps, blackjack, etc.), and the casinos get 65 percent. The state comes in first and takes 10 percent off the gross before anyone else gets a dollar.

But Historic Horse Racing changes the math in favor of the casinos. Casinos collect 75 percent of the HHR gross, and the state gets another 16.25 percent. That leaves charities to make do with just 8.75 percent of the “charitable gaming” cut.

Lang said that before the permanent moratorium voted on by the House Ways and Means Committee, “I brought an amendment that would allow for the incremental growth in the industry, with a four-year moratorium to allow the gaming study commission to do its work and file any recommended changes in the law. I thought that was the right way to have the legislature get involved with the information we needed to make the best decision.

“The House action, however, seems to put the cart before the horse — pun intended,” Lang said.

EDITOR’S NOTE: A previous version of this article mistakenly identified Michael Lupoli as son of Sal Lupoli. Michael is his brother. NHJournal regrets the error.