Reference Guide for New York City OTB - The Path Forward April 17, 2010

Today NYC OTB announced a plan which will enable the corporation to remain in operation for the immediate future. The plan averts catastrophic consequences throughout the racing industry and state that a shutdown would have produced, including the immediate termination of NYC OTB's 1,300 employees and the pass through of $700 million in costs to the city or state to fund pension and other postemployment benefit obligations for NYC OTB's retirees.

Highlights of NYC OTB's Path Forward include:

• Drastically cut costs and increase efficiency. NYC OTB will reduce its brick and mortar operations by two-thirds, reduce its vehicle fleet, implement deep cuts in management and reduce overall headcount consistent with the memoranda of understanding previously reached with NYC OTB's principal unions.
• Continued payments to tracks for product received. NYC OTB, as it always has, will continue to pay in-state racetracks the statutory rate for their racing product. These payments will be made in a timely manner and are calculated based on the gross handle wagered on that particular track's product - consistent with how racetracks are compensated for their product worldwide. Simply put, NYC OTB considers these payments to be the "cost of goods sold."
• Efficient management of cash flow. Consistent with past practice, NYC OTB will efficiently manage its cash flow through the deferral of indirect "subsidy" payments to the industry. These subsidy payments require NYC OTB to pay in-state racetracks a portion of handle received on out-of-state product and, although statutorily mandated, have no specific time set forth in the Racing Law within which they are required to be paid. These payments are not being reduced or eliminated, they are simply being deferred temporarily to efficiently manage cash flow.
• Revenue growth through use of modern technology. NYC OTB will take full advantage of available technology by installing low cost, self-service Internet Access Terminals ("IATs") in sports bars in the city, as Capital OTB, Nassau OTB, Suffolk OTB and Western OTB already do in their regions. The location of the IATs will be subject to approval by the NYC OTB Site Selection Board and the NY State Racing and Wagering Board, as is currently the case for the siting of all NYC OTB branches.
• Transparency and compliance. In order to ensure transparency, NYC OTB intends to file a cash flow statement, operating budget and operational plan with the New York State Racing and Wagering Board within two-weeks. NYC OTB will also continually file status reports with the RWB so they can closely monitor the Corporation's progress and will take whatever steps may remain to comply fully with the Public Authorities Law.
• Consensus through Creditor's Committee Negotiations. NYC OTB believes that the Chapter 9 Creditors Committee, which has recently been appointed by the U.S. Bankruptcy Trustee and which is comprised of representatives of the racing industry, NYC OTB employees and landlords, provides the best forum for all parties to come together in an organized fashion with a common purpose to build consensus on a resolution that will work for the entire industry.
• Minor legislative action. NYC OTB's Path Forward only requires one piece of immediate, interim legislation which is necessary to protect our hard-working employees. This legislation is needed to authorize early retirement incentives for NYC OTB employees, at no cost to the State or taxpayer, to facilitate headcount reduction while converting to a technology-based model.

April 16th Statement from New York City Off-Track Betting Corporation ("NYC OTB")

In light of press reports and the statement released by the New York State Racing and Wagering Board earlier today, NYC OTB would like to clarify to its customers that all uncashed winning tickets, vouchers or funds on account with NYC OTB are safe and secure. Customer funds are held in a separate bank account, designated as containing "customer" funds and deposits, that is fully funded and entirely segregated from the Corporation's own corporate funds.

In the unfortunate event that NYC OTB ceases operations, a limited number of branches will remain open in Queens, Brooklyn and Manhattan for six calendar days after the last day of operations so that customers can cash tickets/vouchers and make account withdrawals. Thereafter, these transactions can be conducted at NYCOTB’s customer service center located at 1501 Broadway in Manhattan for up to six weeks. The locations that will remain open temporarily are: 107-40 Queens Blvd. (Forest Hills-Queens); 67-19 Bay Parkway (67th Street-Brooklyn); and 515 7th Avenue (37th Street-Manhattan). The hours of operation will be from 12:00 p.m. to 8:00 p.m. on the six calendar days following the last day of operations.

NYC OTB's Board of Directors will be holding a public meeting at 11:00 a.m. ET on Saturday, April 17, 2010. The meeting will be video streamed live on the corporation's website, www.nycotb.com.

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Contact: Ben Branham, Edelman, 212-704-4577

NYC OTB Chairman Sandy Frucher on NY1's "Inside City Hall," April 8, 2010

April 9, 2010 Contact: Ben Branham, Edelman, 212-704-4577

ALBANY NEGOTIATIONS CONTINUE OVER NYC OTB

NYC OTB Issues Temporary Suspension of Layoffs

April 9, 2010 - New York, NY - This afternoon, the Board of Directors of the New York City Off-Track Betting Corporation (NYC OTB) announced a temporary suspension of the planned layoffs of the organization's more than 1,300 employees set to take effect on Sunday, April 11. The decision to suspend the planned layoffs for no more than one week comes as negotiations continue in Albany over a plan that would enable NYC OTB to continue operations. The board and executive management of NYC OTB expressed hope that there would soon be an agreement among the parties in Albany to a resolution.

"We fully recognize the devastating impact that the first day of closure will have, not only on our employees, but on the racing industry and thousands of other jobs throughout New York," said NYC OTB President Raymond V. Casey. "Our dedicated employees are in an incredibly vulnerable position right now. Although an agreement has still not materialized, we made the decision to suspend layoffs by no more than one week with the hope that those extra days will provide the necessary time to arrive at one."

On March 26, NYC OTB issued 14-day termination notices to all of its employees when the New York State Legislature adjourned for the holiday recess without adopting a solution.

Leonard Allen, president of Local 2021 of District Council 37, the union representing the majority of NYC OTB employees, said, 'Come Monday, we are keeping our people at work. During this dire time, the decision by NYC OTB to suspend layoffs is a compassionate gesture that is appreciated by the membership.

In December 2009, NYC OTB began restructuring under Chapter 9 bankruptcy protection and formulated a viable plan to reinvent the organization and update the antiquated business model. Since that time, the NYC OTB's cash position has continued to deteriorate, prompting the organization to prepare for closure.

NYC OTB handles approximately $1 billion in wagers annually contributing to 70,000 jobs throughout New York's equine industry.

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For Immediate Release:
March 27, 2010

NYC OTB Defers Compensation for Executive Staff and Restructuring Consultants

March 27, 2010 – New York, NY – This morning, the executive staff and restructuring consultants of the New York City Off-Track Betting Corporation (NYC OTB) announced that they will defer all compensation until a resolution is reached to sustain the organization. The decision comes following last evening's dispatch of 14-day layoff notices to over 1,300 OTB employees in preparation for the April 11 closure of wagering operations.

"In the days ahead, over 1,300 hardworking OTB employees will receive termination notices in the mail because there remains no consensus on the legislation required to keep this vital economic engine alive," said NYC OTB President Raymond Casey. "Until a compromise is forged that saves these jobs, we will suspend our pay."

Leonard Allen, president of Local 2021 of District Council 37, the union representing OTB employees, said, "During this dire time, the decision by NYC OTB's executives and restructuring consultants to forego pay is a meaningful gesture of solidarity and compassion that signifies the close partnership that we have formed in development of a long-term solution for the OTB." Allen continued, "Sacrifices have been made. It's time for the legislature to do its part."

Meyer "Sandy" Frucher, Chairman of NYC OTB, said, "I commend Ray Casey and his team for showing real leadership by volunteering to sacrifice their income at this crucial time. We will all continue to work hard in the days ahead to put the organization back on the right track for the tens of thousands of people throughout the state who rely on NYC OTB."

In December 2009, NYC OTB began restructuring under Chapter 9 bankruptcy protection and formulated a viable plan to reinvent the organization and update the antiquated business model. Since that time, the OTB's cash position has continued to deteriorate, prompting the organization to prepare for an April 11 closure. Recent efforts to seek legislative changes that would extend operations have yielded no resolution.

NYC OTB handles approximately $1 billion in wagers annually contributing to 70,000 jobs throughout New York's equine industry.

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U.S. Bankruptcy Court Rules in Favor of NYC-OTB, March 22, 2010

Click here to read a PDF of the court ruling.

Letter from NYC-OTB President and CEO, Ray Casey,
to Key New York Racing Industry Stakeholders

Dear Valued Partner:

I am writing on behalf of myself and the Board of Directors of NYC OTB to clear up what seems to be a serious misconception concerning legislative changes that the Corporation is seeking in support of its future business plan. Recent days have seen a variety of public statements from tracks, horsemen groups, breeding funds and members of the racing press that suggest that NYC OTB is pressing for changes to the Racing Law so that the only payments the racing industry may hope to receive from us will be from residual earnings after we have paid our operating expenses. This totally erroneous claim has been made (i) directly to the bankruptcy court in submissions objecting to NYC OTB's chapter 9 petition, (ii) in articles appearing recently in such publications as the New York Daily News, the Thoroughbred Times, the Daily Racing Form and the Saratogian, as well as (iii) in testimony from industry representatives presented at the joint Senate and Assembly committees hearing held on January 8, 2010.

Hopefully, this letter will clear up any lingering confusion: Under the legislative revisions we are pursuing, the tracks, horsemen groups and breeding funds that supply us with the in-state racing product that we offer to our customers will be paid a "market rate" for their product as an operating expense of the Corporation -- i.e., upfront and on par with all other operating expenses of NYC OTB. This market rate might even end up being similar to the commission rate currently specified in the Racing Law (Section 527) for wagering on in-state races accepted by NYC OTB.

As I stated in paragraph 62 of my Declaration in support of the chapter 9 petition:

"62. In order to implement a more balanced protocol for the distribution to applicable New York horse racing industry participants of retained commissions from the wagering accepted by NYC OTB, NYC OTB proposes to depart from and alter the current legislative distribution scheme in the following principal respects:

• ... In replacement of a legislatively established statutory commission payment, applicable New York horse racing industry participants (tracks, horsemen and breeding funds) would receive host fees from NYC OTB attributable to wagers accepted by NYC OTB on the races run at the instate tracks.
• ... [H]ost fees to in-state tracks, regulatory fees to the Racing and Wagering Board, pari-mutuel tax and surcharge payable to local governmental entities-all formerly in the category of mandated payments set by statute-would be treated as costs of NYC OTB's functions, along with other ordinary costs of its functions. The participation shares of net revenue would be determined in significant part by the relative levels of statutory payments received from NYC OTB by each applicable New York horse racing industry participant historically, as well as the Handle levels achieved by NYC OTB, the in-state racetracks or both in the future.
  
  -- (Underlining above added for emphasis).

In our meetings with various industry participants, including the New York Racing Association and other track operators, held both before and after NYC OTB's chapter 9 filing, we took pains to explain verbally, as well as in written and graphic presentations, that our chapter 9 plan called for payments that were now being made upfront based on gross handle before allowance of any NYC OTB's operating costs to be bifurcated so that host track fees for racing product supplied to us (so called "direct commissions") would be paid upfront, while other categories of mandatory payments that heretofore were being paid to "further support" the industry and not for any racing content directly supplied by the industry (so called "indirect commissions") would come from net earnings after allowance for NYC OTB's operating expenses, not unlike "dividend" payments.

In order to "bridge" the period during which NYC OTB might not be in a financial position to make "dividend" payments -- perhaps for a period of two years during our transition to a new business model -- the tracks and horsemen who are owed substantial pre-petition arrearages should expect to receive payment of their pre-petition claims in full from bond proceeds, which would help to reduce the impact of not receiving "dividend" payments. In addition, should NYC OTB succeed in obtaining a "contingent collateral obligation" from the State (i.e., a commitment to bondholders that to the extent that NYC OTB fails to meet its debt obligations, the State will do so) on the Corporation's bond issuance, it would mean that NYC OTB would be able to borrow at a significantly lower rate and thus afford to commit more money to payment of "dividends" to the racing industry participants to help them "bridge" the shortfall during that transitional period.

In sum, any assertion that under the legislation changes that are being sought by NYC OTB our racing industry partners could or would receive no payments whatsoever unless and until NYC OTB first pays its own operating costs is flat out wrong.

Very truly yours,

Raymond V. Casey
President and CEO

(Download this release as a PDF)

For Immediate Release:	Contact: Dave Vermillion, Edelman, 212-704-4576
December 3, 2009	Nina Devlin, Edelman, 212-704-8145

New York City Off-Track Betting Corp. to Begin Restructuring Process Through Chapter 9 Filing

Business Operations to Continue Without Interruption

Innovative New Business Plan Signals Transformation of the OTB Model;
Future of NYC OTB Dependent on Long-Needed Revisions to State Racing Laws

NEW YORK, NY – December 3, 2009 – New York City Off-Track Betting Corporation (“NYC OTB”) announced today that its Board of Directors has authorized it to file a petition for adjustment of its debts under chapter 9 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. NYC OTB is developing a transformational business plan which, if implemented, would make necessary changes with respect to NYC OTB’s business model and position NYC OTB for future growth. The success of the plan depends on the New York State Legislature making statutory revisions to the State racing law governing distribution of funds.

NYC OTB will continue day-to-day operations without interruption as it develops its new business plan. NYC OTB will continue to provide its customers with the same horse racing wagering services as it had before its chapter 9 filing, and customers will continue to be able to bet on races in person, by phone, and online. Funds held on account by wagering customers will remain safe, secure and available for wagering.

“NYC OTB took the serious step of filing a chapter 9 case, after careful deliberation, with three principal objectives in mind—creating a sound basis for future operations, using the business model to access capital in the financial markets without any taxpayer support and paying all its obligations,” said Meyer “Sandy” Frucher, chairman of NYC OTB.

The NYC OTB business plan is being designed to significantly reduce NYC OTB’s costs and provide for improved operational efficiencies while addressing the detrimental features of the law governing distribution of funds and other legislative matters. The business plan will lay out a compelling strategy to expand the business by attracting new consumer segments, improving the NYC OTB experience for existing customers and accessing new sources of revenue. The business plan contemplates the receipt by NYC OTB of approximately $250 million in financing in order to pay its existing obligations and to fund current operations and the plans for growth. It is envisioned that this financing will be arranged in the financial markets in conjunction with NYC OTB’s emergence from chapter 9. Taxpayer assistance is not requested.

NYC OTB is currently running a significant monthly structural deficit which is no longer sustainable. Declining wagering revenues, an outdated business model and the New York State Legislature’s unfavorable statutory funding formula are contributing factors to NYC OTB’s insolvency. NYC OTB is pursuing protection under chapter 9 as the best alternative to ceasing operations. If successful, the business plan will reinvent NYC OTB and revive an economic engine. However, without necessary statutory amendments, NYC OTB will close, which will have an adverse impact on the New York horse racing industry and the State economy.

“NYC OTB generates hundreds of millions of dollars annually for the region, but it has been hobbled by statutes that make it impossible for the corporation to cover its own operating expenses,” Frucher said. “We have never taken a single dollar from taxpayers in our history and our plan does not request a single tax dollar to transform NYC OTB into a powerful, sustainable economic engine. We just require the common-sense legislative changes that will allow this important state asset to grow.”

The business plan will call for a dramatic overhaul of the NYC OTB business model. New technologies are expected to enhance customer service while increasing efficiency and cutting costs. A new bricks and mortar strategy is intended to reinvent old storefront locations while creating new, modern flagship attractions in select city locations. Most importantly, the business plan will ask for changes to the racing laws, including a modification of the current legislative distribution scheme, which at present require NYC OTB to calculate and pay the State, the City and the horse racing industry a percentage of gross wagers placed with NYC OTB. The business plan will propose instead that NYC OTB make calculations and payments to the horse racing industry based on Wagering Commission revenue it actually receives after allowance for costs of NYC OTB’s functions have been met. NYC OTB will not be asking for any changes to the legislation as it relates to payments to the City and State. Without this change, NYC OTB may be forced to cease operations, which would cause the City, the State and horse racing industry to lose all revenues that could be provided by NYC OTB.

NYC OTB is working actively with stakeholders in the development and implementation of the business plan and its chapter 9 debt adjustment plan and anticipates that it can proceed expeditiously to exit chapter 9. However, NYC OTB cannot confirm precisely when it will emerge from chapter 9, because it will need the New York State Legislature to enact an overhaul of racing legislation, and it will need bankruptcy court approval. The Federal Bankruptcy Court can approve a plan to adjust NYC OTB’s obligations and stay collection of pre-bankruptcy obligations for a period of time, but it does not have the power to make changes in state law. NYC OTB is committed to working with all stakeholders to create a better and more sustainable business for the benefit of the City, the State and the horse racing industry.

For more information about the NYC OTB chapter 9 filing, visit www.nycotbfacts.com.

About NYC OTB

The New York City Off-Track Betting Corporation has played a central role in the New York State horse racing industry for the past 38 years and has been a financial resource to New York City and New York State during that time. Since its inception in 1971, NYC OTB has provided New York City with over $1.4 billion in cumulative revenues, New York State with nearly $600 million and the New York horse racing industry with nearly $2.2 billion. Additionally, the NYC OTB currently employs approximately 1,365 workers in the City’s five boroughs.

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS:

This press release includes forward-looking statements. These statements relate to analyses and other information based on management’s beliefs, certain assumptions made by management, forecasts of future results and current expectations, estimates and projections about our operations and the markets and economy in which we operate. The statements contained in this report that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “intend,” “expect” and variations of such words and similar words and expressions in this press release to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.