The founding partner and manager of hedge fund HG Vora Capital Management came under sharp criticism Wednesday while seeking licensing from Nevada gaming regulators.
George Assad, a member of the Gaming Control Board and former judge, called out Parag Vora, at one point reminding him that he was under oath. After more than an 80 minutes of discussion, the agenda item was suspended. It will be resumed in May after the Board receives answers from the company to questions raised during the meeting.
In late February, it was announced that PENN Entertainment, which operates M Resort in Henderson south of the Strip in addition to its portfolio of regional properties, signed an agreement with HG Vora and appointed three new independent directors to its board, ending a months-long legal and proxy fight over nominating board members. HG Vora owns less than 10% of PENN voting stock.
In 2025, HG Vora launched a proxy fight against the casino operator as it tried to elect three of its director candidates to PENN’s board. Vora manages several billion dollars, primarily on behalf of institutional clients.
Vora used the platform Wednesday to tell the Board that the company was only acting in the interest of their investors and called out PENN’s decisions about remote gambling, including its deal with Barstool Sports that it acquired for $700 million before selling it back to founder Dave Portnoy for $1. Vora called that “highly embarrassing” and put the company in a defensive posture. PENN later reached a deal with ESPN before terminating the 10-year $2 billion ESPN Bet partnership in December after failing to meet market goals.
Vora said PENN allows anyone holding more than 1% to nominate members of the board, but Gaming Control Board Chair Mike Dreitzer questioned why Vora got involved in an aggressive manner.
“We didn’t view anything we did as aggressive,” Vora said. “We viewed what we did as rights PENN gave us as a shareholder, the only right you have as shareholder, voting on directors. Our goal was to nominate directors for shareholders to vote for.”
Vora said his hedge fund didn’t had a problem with PENN until in 2023 the company entered into a series of transactions over online gaming, which he felt “did not exercise the best judgment. We felt David Portnoy, given his (controversial) background, could be challenging for regulatory bodies. The economics of a deal where you buy a company for $700 million and sell it for $1 is the sort of transaction that shareholders typically don’t approve of. That transaction, along with others specifically for online gaming, were the areas where we had concerns. They bought Score for $2 billion, committed another $1 billion for ESPN Bet, and spent about $4 billion on transactions, which have not generated any value. We found that as a shareholder to be a big concern.”
Vora said when they proposed nominating directors with more experience in online gaming, they moved to file a 13D with the SEC (that signifies activist investor activity) and notify state gaming regulators to determine the best path for that. Board members said Vora became an activist before the filing.
“We went from a passive investor to one that wanted to help the company improve,” Vora said.
Some states didn’t require anything. Others wanted Vora to go through licensing. Nevada said they didn’t need to go through licensing, being below 10%, but Vora said they did it anyway. “We were dealing with 30 states and went through each one on a case-by-case basis.”
Dreitzer indicated he had lingering concerns about what he called Vora’s “aggressive tactics.” They’re acceptable as an investor, but as a licensee, the Gaming Control Board needed to make sure such tactics are done in a way that’s fair and transparent and adheres to statutes and regulations.
Dreitzer then brought up the idea of a limited license, in which the hedge fund would have to come back for approval in the future. It would also come with conditions. “I think this activity in this particular case is walking the line,” Dreitzer said. “Mr. Vora, you have to prove yourself more to me with respect to your ability to participate in Nevada gaming. A limited license with conditions is a way to do that.”
Nearly 50 minutes into the hearing, Assad weighed in, saying he had the same concerns as Dreitzer. He accused Vora of trying to take over PENN, rather than sell their stock and walk away.
“The only thing we were trying to do was nominate directors and nothing more than that,” Vora said in response. “That is a fairly fundamental right of shareholders, and that was our goal.”
Vora said they didn’t want to sell the stock, whcih has declined about 90% since 2021. It was $20 billion five years ago, but $2 billion today.
Assad tried to attribute the decline to Vora’s “takeover tactics” with the publicity generated and legal action and proxy fight. Vora responded that their actions didn’t hurt the stock price.
“A corporate raider takeover,” Assad said, then cited Vora’s unsolicited takeover bid of Ryder Systems that Ryder rejected. Vora pulled out of that stock in February. As part of a settlement, without admitting guilt, Vora received a $950,00 fine from the SEC for failure to timely disclose a 9.9% stake and control purpose.
Assad accused Vora of “greenmail” by threatening that if PENN didn’t buy back shares, there would be a takeover attempt. He asked if Vora was opposed to online gaming.
Vora said they weren’t, but they were against unqualified directors without online experience.
“Online casinos are where Penn can have a very profitable business, but sports betting is very challenging to compete in when you’re smaller scale,” Vora said. “It is less about whether I am a fan or not. I would say the partnership with Barstool and working with that particular company was not the path we would have recommended.”
Vora said he didn’t have an opinion on the ESPN deal, but wasn’t excited PENN committing billions of dollars without any certainty of return.
“Everything we were concerned about transpired exactly the way we (thought),” Vora said.
A frustrated Assad asked Vora if he was happy with PENN CEO Jay Snowden. He accused Vora of threatening him in 2023 at a dinner in Boston, saying that if Snowden didn’t put his members on the board Vora, would take over the company.
“No, that did not happen,” Vora said of any threats.
When Assad asked if Vora told Snowden to buy back stock, he responded that instead, they wanted investments in casinos and not to be “distracted by trying to build a shiny sports-betting machine.”
“You were hoping new board members would fire Mr. Snowden,” Assad said. “Is that correct?”
“No, that’s incorrect,” Vora said in response.
“Let me remind you, Mr. Vora. You are under oath.”
Assad then accused Vora of buying millions of shares of PENN through options and derivative contracts to control those shares in the future, while keeping the percentage under the required amount.
“You deprived the shareholders of PENN and Ryder of being able to do a poison pill,” Assad said. “A poison pill is something a company’s shareholders have in their quiver to negate a hostile takeover.”
Vora said nominating board members with the hope that shareholders would vote for them isn’t corporate raiding.
When asked about pressuring PENN about stock buybacks, Vora said he didn’t. He’s happy PENN is buying back stock, but still upset the company “flushed $4 billion down the toilet” with its acquisitions.
