November 20, 2017
To the Commissioners of the SEC,
The components of the recently proposed Casin acquisition of the Chicago Stock Exchange are inconsistent with the SECs long history of Exchange Applications. A summary review of those applications, including but not limited to, IEX, ISE Mercury, the Topaz Exchange, demonstrate the substantial departure that the Casin acquisition is proposing from those recent examples. In no instance that this observer is aware of has the Commission ever approved the sale of a national stock exchange where the proposed buyers are merely placeholders for un-disclosed third parties.
The proposed Put Agreements in the Casin Acquisition make clear that the majority of the alleged purchasers of the exchange will have absolutely zero risk associated with their purchase. Such purchasers are placeholders, not bona fide investors. Given the fact that nearly 40% of the now defunct foreign ownership elected to hide from the SEC faced with ordinary due-diligence questions, instead of advocating for themselves with facts, the SEC should be wary of any deal that poses as a wolf in sheeps clothing. The put agreements currently proposed are an embodiment of that threat, and are transparent only in that it is the chinese based Casin entity that would be pulling the strings on the "Puts."
Moreover, because NA Casin Holdings, Inc. has promised to cover any loss suffered by the Put purchasers, they are essentially admitting that these individuals are not bona fide investors, but instead merely placeholders - meant to engender surface level SEC approval before their interests are forced to unknown third parties who would control a subsequent closing beyond the SECs review.
This is a classic bait and switch. Bait the SEC with the phrase U.S. based Investors and then switch them out for whomever Casin pleases without SEC review.
The SEC should be immensely critical of this application, and given the recent departure of three primary investors, it has a responsibility on behalf of the american public to dig further into Casin as it is obvious that it is trying to control the Chicago Stock Exchange and avoid close SEC due diligence.