Pavan Jawanda has advised on the first seven First Nations casino M&A deals in BC
Indigenous ownership in Canada’s gaming sector is shifting from passive revenue sharing to long-term equity control of major casino assets, reshaping Indigenous economic development and the way transactions and ownership models are handled in British Columbia and beyond, Pavan Jawanda says. Jawanda is a partner in the Vancouver office of McCarthy Tétrault and part of the firm's national gaming group.
Most corporate lawyers still picture mergers and acquisitions as buying a business unit: a balance sheet, contracts, and a brand. In BC gaming, that model doesn't show the full picture. “In gaming, you’re never just buying a business. You’re buying what I would call an entire regulated ecosystem,” Jawanda says, listing workforces, real estate, technology, hospitality assets, brand rights, customer loyalty programs, and various other types of assets that all must move together when ownership changes hands. Timelines also flip. He says deals are often “built backwards from regulatory approvals,” because clearances from the British Columbia Lottery Corporation and the Gaming Policy and Enforcement Branch, or the equivalent regulators in other provinces and territories, are an important part of the process.
McCarthy Tétrault has advised on the first seven First Nations casino mergers and acquisitions deals in BC, as Indigenous communities move from revenue-sharing cheques to full equity stakes and operational control of major casino assets. Snuneymuxw First Nation’s Petroglyph Development Group, for example, has gone from acquiring Elements Casino Victoria and Casino Nanaimo to a pending deal for River Rock Casino Resort and Chances Casino Maple Ridge, a trajectory that would make it one of the largest casino operators by revenue in the province and the largest Canadian Indigenous-owned gaming operator in the country. Similar transactions by the Tsleil-Waututh Nation and by a group from the Ts’elxwéyeqw Tribe are further shifting a meaningful share of BC’s gaming economy into Indigenous hands.
Jawanda insists this is not a marginal trend. “What we’ve seen in BC over the last year and a half to two years isn’t incremental,” he says. “This is foundational, this is structural, …, it is seismic.” A significant number of the province’s major casino assets are in the process of being transferred into First Nations ownership. He says the deals are “coordinated, repeatable ownership,” not one-off projects, building platforms intended to persist for generations.
The proof-of-concept took place on Vancouver Island. Early acquisitions by Snuneymuxw through Petroglyph Development Group, which bought Elements Casino Victoria and Casino Nanaimo, required regulators, lenders, sellers, employees, and local communities to test the idea of a First Nation taking ownership of a regulated casino in an M&A transaction for the first time. “These are novel, these are unique, these were history-making, and so it’s not like you just pull a precedent off a shelf,” he says. Governance models, economic development vehicles, and financing structures required careful customization to satisfy regulators while still delivering a bankable deal. When those transactions closed and were performed, they “helped to validate the Indigenous ownership model in gaming and just gave an exhibit of a successful outcome,” he says.
What really distinguishes these deals is the time horizon. Traditional financial investors look for defined hold periods and planned exits. First Nations buyers, by contrast, see casinos as intergenerational assets. Because of that, Jawanda says risk cannot simply be priced in and ignored. With private equity and a more traditional type of deal, “they can often price risk in and then move on, whereas First Nations tend to manage and mitigate risk a bit more deliberately,” he says. A risk assessment includes reputational, community, and social impacts, not just financial performance or internal rate-of-return metrics.
That generational lens forces a different kind of lawyering. For his First Nations clients, financial performance still matters, but “as a means, not an end in and of itself,” because gaming cashflows are meant to fund healthcare, education, housing, infrastructure, culture, and other community goals over decades rather than quarters. Governance structures must support intergenerational accountability and succession, not just a tidy closing and a clear path to exit. Major acquisitions, therefore, require band chiefs, councils, economic development boards, and often the broader community to understand why the deal is being done, how it is structured, and how benefits will flow back. “You still need to do excellent legal work, and deal work, and know the law inside and out. But you also have to understand governance, and you have to be able to communicate clearly, you have to respect the process, and to build trust,” he says, adding that this expanded role “forces more clarity, more transparency, and better lawyering.”
None of this takes place in a simple regulatory backdrop. Jawanda notes that each province and territory has its own structure, ownership model, operating agreements, licences, and policy objectives, and these regimes intersect with federal laws and regulations in ways that can make or break a deal. Misreading those nuances means “you can misprice risk and… misunderstand what you’re actually getting,” he says. As similar ownership shifts gather pace in sectors such as energy, infrastructure, forestry, hospitality, and real estate, the expectations around regulatory fluency, governance, and long-term community orientation that are now being set in BC gaming will follow those deals into other industries and across provincial borders.
This article is based on an episode of CL Talk, which can also be found here:
The episode can also be found on our CL Talk podcast homepage, which includes links to follow CL Talk on all the major podcast providers.
