 Just a nozzle is videoed off, but good morning, Jed. All right, we'll get started then, David. Good morning, Karen. We'll get started when you give me the sign, David. Oh, good to go. Okay. Good morning. Today is Tuesday, April 11th, 2023. And this is an adjudicatory hearing before the Massachusetts Gaming Commission noted to weather grant final approval to close to transfer of interest involving the gaming establishment comprising MGM Springfield, namely acquisition of MGM growth properties LLC and its subsidiaries by Beachy Properties Inc. I'm gonna be reading quite a few comments into the record. It is part of the process of an adjudicatory hearing. My name is Kathy Judstine and I'm the chair of the commission. I'm joined today by my colleagues, missioners, I mean, O'Brien, Brad Hill, Akisha Skinner, and Jordan Maynard. The entire commission will preside of this hearing and decision of this matter. This hearing is convened pursuant to 205-CMR-101.01, paragraph two, subsection B, and will be conducted in accordance with 205-CMR-101.01, the informal fair hearing rules outlined in 801-CMR-1.02 and chapter 30A, subsection Massachusetts General Laws. I'd also like to notify everyone that this proceeding is being recorded. A notice of hearing dated March 29, 2023 was issued in the matter to the parties. Therein, it identifies the issues that this hearing is intended to address, including those set out in the IEB's investigative report in 205-CMR-116-09.1. There are three parties before us today and all are represented by legal counsel. I will ask Mr. Nosl, Mr. Alvano, and Ms. Cramer to each please identify yourself and your teams and advise the commission as to whom you represent as a platform that start with Kathleen Cramer. Good morning. Good morning, Chair. Good morning, commissioners. I'm here obviously on behalf of the IEB, also present today for the IEB is Director Loretta Lilios, Chief Enforcement Counsel Heather Hall, Financial Investigative Chief Monica Chang, Financial Investigator Paul Eldridge, and we also have Trooper John Morse on the call today. I'm navigating two pages, everyone, so please stay with me today. It will be a little bit trickier to navigate. Cramer, turn them to next to Mr. Nosl. Good morning, Jed. Good morning, Chair. How are you? Good morning, members of the commission. Jed Nosl on behalf of MGM Resorts International, MGM Growth Properties and Blue Top Re-Development or as we commonly refer to as MGM Springfield as it's referred to throughout the report. I'm joined today by Patrick Medamba, Senior Vice President Legal Counsel for MGM Resorts as well as Guff Kim, Vice President Legal Counsel for the Northeast Division of MGM. Good morning. How are you, John? Nothing. Up here on mute, no problem. We don't say that at least once a meeting we're not really living, so good morning. I apologize. I apologize. Good morning, Madam Chair. Good morning, commissioners and staff. My name's John Elveno. I'm here on behalf of the VCHI petitioners and also participating remotely here for VCHI are Mr. Ed Patoniak, who's the Chief Executive Officer, Mr. John Payne, who's the President and Chief Operating Officer, Ms. Samantha Gallagher, Executive Vice President, General Counsel and Secretary and Alina Kyle, Associate General Counsel. And last but not least, my co-counsel, Mike Fabius from Ballard Spark. Thank you. At the conclusion of my opening remarks, this proceeding will commence with opening remarks from you. Each party will be offered an opportunity to make a statement, though it's not required. After opening statements, we will move to the presentation of the evidence in this matter. The IEB will be called upon to present its findings as described in the investigative report. Any commissioner may ask a question of anybody who's sending information at any point during or following the presentation. Commissioners, I just asked that you waive or just lightly interrupt if you have any questions to keep things moving. At the conclusion of the IEB's presentation, each of the petitioners through council will be afforded an opportunity to ask questions of any individual who's sent information on behalf of the IEB relative to any matter addressing investigative report to which he or she spoke. At the conclusion of the IEB's presentation, the petitioners will be asked, I'm sorry, will be given the same opportunity to make a presentation. They may call any witness and present any other evidence they desire. Commission has directed in the notice of hearing that at a minimum, following individuals be available, called upon to testify at this hearing on behalf of the petitioners and prepared to address the issues I've previously outlined. Those individuals are, and I would ask that you correct my pronunciation if I get it wrong. That's helpful and not, does not offend me whatsoever. Edward B. Pedoneic, Chief Executive Officer and Director B.T. John Payne, President and Chief Operating Officer Avicii and Samantha Gallagher, Executive Vice President, General Counsel and Secretary Avicii. Additionally, the commission may require any of the individuals identified in the investigative report, including the individual qualifiers to appear at the hearing, to address any matters relating to proposed transfer. As before, any commissioner may ask any question of any witness or presenter at any time or after any presentation. And the IEB may ask any questions of any presenter at the conclusion of the MGM or Avicii presentation, respectively. Each party may raise any objection it desires at any time. However, the basis for all objections must be clearly stated. Finally, at the conclusion of the presentations of all of the evidence, the IEB, and petitioners will be provided an opportunity to make closing remarks, summing up their view of the evidence. Before we begin, I understand there are a number of exhibits for consideration at this hearing that have been exchanged by the parties in advance. Those exhibits are, exhibit one, notice of hearing dated March 29, 2023, exhibit two, have a letter to commissioners from Kathleen Cramer Ray, full investigation regarding requests for MGM Springfield slash VGREET transactions involving real estate associated with MGM's Springfield Gaming Establishment dated April 4th, 2023. Exhibit three, investigative report regarding final approval for MGM Springfield each reach transaction dated April 4th, 2023. Exhibit four, chart A, depiction structure post closing, exhibit I, table of contents and exhibits, exhibit six. Second amendment, two amended and restated master lease. So that seven, letter from Jonathan Albano to Todd Grossman and Heather Hall Ray, notice of resignation of trustee of amended and restated Springfield nominee trust and request for approval of successor trustee dated July 8th, 2022 and then exhibit eight is letter from Mr. Albano to Todd Grossman and Heather Hall Ray, authorization for transfer of MGM Springfield to VG properties ink dated March 30th, 2023. So are there any objections to any of these exhibits being marked and entered into evidence and please state any objection as opposed to just your putting your head in on. Okay, I hear no objections. Thank you, those exhibits shall be marked into evidence. For purposes of ensuring a clean record, I ask that the parties when possible, please make reference to the aforementioned exhibits numbers when referring to any of these documents. If either party would like to have any additional documents entered into evidence during the course of the hearing, please ensure that they are properly introduced and marked. The commission anticipates that it's inquiry at this proceeding will be related to the matters addressed in the investigative report and contained in the notice of hearing. In the event that online a questioning conducted by the commission moves into an area that has not been included in the report or notice, but that is material to the final determination of this matter, any party may request a recess in the proceeding in order to review the issue. The commission will make a final decision at the conclusion of the evidentiary portion of the hearing, at the conclusion of the proceeding of the commission will deliberate. At any point during the commission's deliberations, it determines that for the testimonial or documentary evidence is desirable. It reserves the right to ask the appropriate party to provide such evidence prior to a final decision being made. Ultimately, a written decision will be issued. So we will now swear in all the witnesses in. I apologize, I think my sound may be a little off for a second. Okay, as I mentioned, we'll swear all the witnesses in. Council, all the individuals you anticipate presenting testimony in this matter present on this call. Yes. Yes. Okay, thank you. I'm just not seeing the phone number is it, is it a Rogers was it? Trooper Morris chairs here on behalf of GEU, Trooper John Morris. Yes, thank you. Is he, he is here. He's next to you in my screen. I'm sure. Now I see you, John. Thank you. Thank you so much. I thought you were filming and I was looking for your phone number. I'm sorry that I forgot that it was you and not your phone number. So thank you. Good morning. All right, nice to see you. Then with that said, counselor, all the, I've asked, is there anyone who is not present who will later testify? If there is anyone who is not present who will later testify will help be helpful if you alert the commission and we'll place them under oath. So for those of you present, anyone who will be testifying at this proceeding, please raise your right hand. Thank you. Thank you. These sound swear that the testimony you will provide before the commission at this proceeding will be the truth, the whole truth and nothing but the truth. I do. All right. Thank you. I'll have respondents in the affirmative for the record. It is my understanding that a pre-hearing conference was conducted with representatives of the petitioners, the IEB and our channel council, which procedural and evidentiary issues were discussed. Before we begin to either the petitioners or IEB have any preliminary issues or objections they would like to raise. No, none from the VG side. Thank you, Mr. Alvaino. Thank you. That was all you all said. We're all set, chair to proceed. Thank you. Thank you. What's that? Chair, the only preliminary matter on behalf of the IEB is I think there is a stipulation to the IEB reports, which are in exhibits three and five, as well as chart A, which I believe is exhibit four. That's correct. So with that, understanding of the stipulation as to the investigative report, exhibit three, I will then ask the commissioners, beginning with Mr. Alvaino to please proceed with any opening remarks that you would like to make on behalf of the petitioner. Mr. Alvaino? I wanted to make sure I had not muted myself again. To be okay. Good morning. I'll be very brief. The first thing I'd like to say is on behalf of the VG petitioners, a sincere thank you to the IEB for its thorough investigation, the professionalism of the staff and the comprehensive report that came about as a result of that investigation, including the recommendations and the findings of the fact which we have stipulated to. And we certainly appreciate the consideration of the commission on this matter. It was April 15, 2022, when the commission issued the interim authorization order that VG-MGP transaction closed later that month, which brings us here today of course on the issue of the final authorization of the transaction. We respectfully submit as documented in the IEB report that the petitioners have established their suitability by clear and convincing evidence which satisfies the requirements for final approval of the transaction under 205-CMR-116.09. And so we're here today to ask the commission to grant that request for final approval because we know that the commission is very familiar with the transaction and because of the comprehensive nature of the exhibits, including the report, we don't intend to make a standalone presentation but as I mentioned, all of VG's individual qualifiers and certain other company representatives are present here today remotely on this conference. As I mentioned before, Mr. Petoniac, Mr. Cain, Ms. Gallagher, Ms. Kyle and my co-counsel, Michael Fabius, at the appropriate time, all of us would be happy to address any questions that the commission may have. And with that, I'll say no more. Thank you. Mr. Melozo. Thank you, Chair. I'll be brief as well and echo really a lot of what Attorney Albano said and thanking the commission for its attention, certainly to this transaction. It's obviously something that is on the MGM and MGM growth property side, something that we also request final approval for today. As indicated in the beginning of the presentation, Mr. Patrick Medamba is here today to answer any questions that the commission may have. To the extent necessary, we're happy to address those. And other than that, we certainly would rest on the investigative report and ask for the commission's final approval, consistent with the interim authorization that was granted closed this transaction. Thank you. Thank you. Then understanding that we have the stipulation as the investigative report, I'll turn now to Ms. Kramer and ask if you have introductory remarks to make of the item. Thank you, Chair. And good morning again, commissioners. Just have some brief opening remarks for you. This matters before you today for the final approval for the sale of MGM growth properties, LLC, or what's also known as MGP, a real estate investment trust or REIT, and all of its subsidiaries to Vici properties incorporated, also known as Vici, which is another REIT. The REIT transaction included the acquisition of the real property associated with the MGM Springfield gaming establishment, also referred to as the Springfield property. With me today is the team of investigators that did the background review as required by the gaming statutes and regulations that comprise the information in the report before you, which is exhibit three as well as exhibit five. I wanna thank the members of the IEB that worked on this matter, director of the IEB Loretta Lilios, Chief Enforcement Counsel Heather Hall, Chief of the Financial Investigations Division, Monica Chang, as well as financial investigators Paul Eldridge, Susan LaRosa, Zanfe Zu, Matt Jordan, Sergeant David Collette of Mass State Police, as well as Trooper John Morris, Trooper Tom Rogers, and IEB paralegal Brittany Costello. As you well know, we have representatives from Vici and MGM here with us today as well. I wanna acknowledge that both companies were helpful and cooperative during this process and thank them for their assistance. As part of the IEB's presentation, I'll have some prepared remarks for the commission, and I also expect that you'll hear from financial investigator Paul Eldridge and Trooper John Morris as part of my presentation. So would you like to proceed with your presentation? Thank you. Thank you. As the commission recalls in April of last year, after an initial investigation by the IEB, the commission granted interim authorization for this transaction. Interim authorization allowed the real estate transaction to close, and it did close on April 29th, 2022. The transaction resulted in the transfer of the real estate and the premises of MGM Springfield to the ownership of Vici with BlueTarp redevelopment, redevelopment sublasing the property back through the entities. Chart A, which is exhibit four in your packet, depicts the configuration as it currently stands and the relevant entities. Under this arrangement, Vici is a passive landlord of the real estate. BlueTarp continues to hold the license, continues to be the operator of the property, and continues to be the indirect, but wholly owned subsidiary of MGM Resorts International. That was the arrangement that was represented last year, and our investigation has shown nothing to the contrary. We're here now for the second stage of the process that's required under our gaming laws and regulations, which is for you to consider and vote on final approval for the REIT transaction, and this includes suitability determination on the qualifiers associated with the transaction. Since April of last year, the IEB has conducted further review of the suitability of the entity qualifiers and the three individual qualifiers. And as I previously noted, we have submitted a report summarizing this further investigation, which again is exhibit three. A significant portion of our review focused on the financial stability of Vici and its relevant subsidiaries after the transaction, including the acquisition of the real estate at the Springfield property. I'm now going to turn it over to financial investigator, Paul Eldridge. He was the lead financial investigator on this to summarize the highlights of the IEB's investigative financial findings that are detailed more fully in the report, including the suitability of the entity qualifiers. Thank you, Kathleen. Good morning, Chair and commissioners. The IEB conducted a financial evaluation of Vici and its subsidiaries for the years ended December 31st, 2017 to December 31st, 2021. As part of our evaluation, we reviewed financial statements, tax returns, credit reports, and corporate governance for Vici. We also performed ratio analysis. Additionally, an interview was conducted with Mr. Edward Petoniak, chief executive officer and director of Vici. The audit firm of the Lloyd and Tooch LLP issued unqualified audit opinions for all years reviewed, which stated that the financial statements were presented fairly in conformity with generally accepted accounting principles. Review of Vici's corporate governance confirmed that it was in compliance with the New York Stock Exchange's listing requirements. The audit firm of KPMG LLP provided internal audit services for Vici and subsidiaries. Debt ratings from Fitch Ratings Inc, Moody's Investor Services, and Standard & Poor's Financial Services were also reviewed. Finally, we reviewed recent credit reports. The accounting firm of KPMG LLP prepared the tax returns for all years reviewed. For the tax returns reviewed, we noted that there were no total tax amounts shown, which is reasonable because the REIT distributed its income to shareholders in the form of dividends. Ratio analysis was performed and showed fluctuations, but raised no concerns in terms of financial stability or a going concern. Financial covenants related to the revolving credit facility were never triggered. In summary, financial reviews did not reveal any issues or concerns with Vici's financial stability, integrity, and background. The IEB also performed a financial review of MGM-LSC, which acts as the lease holder for the triple net lease. The entity does not prepare audit financial statements or file its own taxes as its financial results are consolidated into the financial statements and tax filings of MGM. The financial review did not reveal any issues or concerns with MGM-LSC's financial stability, integrity, and background. Our evaluation was focused on the acquisition of MGM growth properties by Vici. The transaction transferred ownership of the MGM Springfield property to Vici, but MGM continues to be the property's operator through the Massachusetts Category I Gaming Licensee, MUTOP redevelopment. The mass lease continues to be between MGM through MGM-LSC and MGP-LASSOA, which is now a subsidiary of Vici. The MGM Springfield property continues to be included in the existing mass lease. This transaction simplifies MGM's corporate structure and was a culmination of MGM's asset-light strategy. Through this transaction, Vici advances goals of portfolio enhancement and diversification. This transaction increased the annual rental revenue of Vici. The amended and resated mass lease, which was amended most recently as of February 2023, has a total annual rent of $730 million for all the properties included in this transaction. This translates into a fixed stream of income for Vici. Vici's financial results have improved since its inception in 2017 as more properties have been added to its portfolio each year. Net revenue increased over 704% from year 2017 to 2021, and net income increased over 2,197% during the same time period. Most recently, as reflected in Vici's 2022 form 10K annual report, the company's net income increased by 11.05% since the previous year to over $1.14 billion. This concludes my prepared remarks. Thanks, Paul. I'm now going to turn it over to Trooper John Morris to summarize the aspects of the investigation that the IAB performed on the entities and the individual qualifiers. Yeah, good morning, commissioners, and good morning to representatives from Vici properties and MGM. My name is Trooper John Morris of the Massachusetts State Police and I have assigned to the Mass Gaming Commission Investigations and Enforcement Bureau. Assisting me in this portion of the investigation, Sergeant David Collette and Trooper Tom Roger. After an in-depth review of all applications and submissions from Vici properties and MGM, a thorough background investigation was conducted regarding the Vici properties entities, Vici properties individual qualifiers, the MGM entity and the trustee for this transaction. As part of this investigation routine communication was conducted with the applicants which required the submission of additional information and supplemental documents. All communications with the applicant were courteous and professional and information requested was provided in a timely manner. The process by which this investigation was conducted involved extensive research and discovery of any additional information which could be learned about the applicant, associated entities and individuals from as many sources as investigators deemed necessary. Some of these sources involve databases that are either available to the public or a law enforcement sensitive. Queries were conducted for any criminal history at the federal, state, local and even the international level. Individual applicants are required to submit their fingerprints as part of their application package which are run through criminal records database. Should be noted that no such criminal history was discovered for any of the qualifying individuals. Civil litigation databases were also queried and reviewed regarding any lawsuits filed against the applicant, the entities or individuals. Particular attention is paid to any lawsuits that contain any accusations of derogatory of fraudulent business practices. In regards to this specific investigation no litigation disclosed or discovered revealed any such accusations or judgments. Secretary of State and SEC databases were queried regarding any filings reported by the applicant or its qualifying entities. Any results obtained were reviewed for any derogatory information such as UCC filings or liens relating to the applicant or entities involved in this transaction. No such information was discovered. Open source and media outlets were also checked. The reviews conducted including social media. A vast majority of the responses involve the ongoing business transactions, financial information and specifically this transaction involving the acquisition of MGM growth properties by Vichy Properties Inc. All content was reviewed and revealed no derogatory information regarding any of the involved entities or individuals. Also as part of these investigations other jurisdictions in which the applicants are already conducting gaming related business were contacted. All responses received from other jurisdictions revealed no derogatory or disqualifying information in regard to their existing licensure or suitability. Interviews were conducted of all Vichy individual qualifies and full reports were prepared. After a thorough review of the results of all aspects of the Massachusetts state police portion of this investigation conducted into the applicant, associated entities, individuals and trustee of this free transaction, no significant issues were or concerns were identified. Thank you, that concludes my previous portion. Thanks, John. As I mentioned before this approval request comes with suitability determinations. The commission received reports on the three individual qualifiers with more detailed information which is in exhibit five and you just heard about the background investigation that was conducted. I just wanna provide some further brief information on each of the individual qualifiers for you now. All three of the individuals come before the commission as new qualifiers. The first individual qualifier is Mr. Edward Petoniak, the CEO and inside director of Vichy roles he has had since October 2017 his employment history prior to Vichy includes serving as the vice chairman of real term being a strategic advisor to pinnacle entertainment and serving as the chairman and trustee of invest read. Mr. Petoniak has been granted a license or been found suitable in numerous jurisdictions including Indiana, New Jersey, Michigan, Ohio and Pennsylvania. As noted, the IEB conducted its review as required by statute and found that he remains in good standing and no derogatory information or issues of concern surfaced or were identified during its investigation. As to the second qualifier, Mr. John Payne he is the president and chief operating officer of Vichy roles he has held since October, 2017. Prior to Vichy, Mr. Payne served as the president and chief executive officer or Caesars entertainment operating company and has also served in various positions at Harris properties. Mr. Payne is licensed in a number of other jurisdictions including Arizona, Maryland, California, Indiana and Louisiana. Again, the IEB conducted its review as required by statute found that Mr. Payne remains in good standing and no derogatory information or issues of concern surfaced or were identified. As to the third qualifier, Ms. Samantha Gallagher she is the executive vice president, general counsel and secretary of Vichy positions she has held since October, 2018. Prior to Vichy, Ms. Gallagher was the executive vice president, general counsel and secretary for First Potomac Realty Trust and also served as a partner at number of law firms in the Washington DC area. Ms. Gallagher is licensed in five other jurisdictions including Iowa and Pennsylvania. Again, the IEB conducted its review as required by statute of Ms. Gallagher found that she remains in good standing and no derogatory information or issues of concern surfaced or were identified during the investigation. As the commission is aware with respect to Mr. Carl Sotisanti, the commission previously issued a positive determination of suitability for him as he is the trustee for the trust that was required for this transaction. As I stated previously, the matter is now before the commission for final approval and determinations of suitability. The IEB is recommending findings of suitability for each individual qualifier and all of the entity qualifiers. All of the entity qualifiers with the exception of MGM lessie now fall under Vichy as subsidiaries. I would just remind the commission that suitability is ongoing. Each qualifier has a duty to maintain suitability during the pendency of licensure and to update the IEB on any matters that could reasonably impact suitability and the IEB continues to monitor suitability on an ongoing basis as well. At this point, I just wanna thank all of the members again of the IEB team that worked on this. It was truly a dream effort and I appreciate all of the hard work. This concludes the prepared remarks that I have for the commission and of course, members of the team are available for any questions. Thank you, Kathleen. Very thorough to all of those who have just testified. Thank you, commissioners. Do you have any questions from this primer of the IEB team? Madam Chair, this is Commissioner O'Brien. I had a couple, one is procedural and one is more substantive and I don't know if they're both appropriate for open adjudicatory session or not. I can put them out there. One has to do with the inability to run a credit report if a credit report is locked. And I know sometimes you can ask for it to be unlocked for a specific purpose. And so I was curious as to why that wasn't done in this case or if it couldn't be done. And then the second had to do with sort of additional disclosures that I'm taking from the recommendation don't have any impact on the ultimate recommendation of IEB that I was curious about. We have the ability to shift into a private setting for questions of particular nature. Todd, if you wanna outline what those sensitivities are that would be helpful. Thank you. Be happy to do that. I'm just pulling that section of the regulations up. So the provision that's being referenced is in section 101.01 sub seven of the regulations. It provides that any adjudicatory hearing conducted under this set of regulations which is what we're doing right now may be closed to the public at the request of either party or on the commission's own initiative in order to protect the privacy interests of either party or other individual to protect proprietary or sensitive technical information including but not limited to software algorithms and trade secrets for other good cause shown such determination rests in the sole discretion of the commission. So as the chair pointed out the public portion of this hearing may be closed upon a finding by the commission and Commissioner O'Brien asked two separate questions that may implicate different principles. So the first it seems to me it was a general question but I think it's probably related to a specific individual, is that fair? Correct, which I would argue it may go into privacy concerns. I think both of them do even though the one is a more general question. Yeah, so that being the case I think certainly the commission may find that there is good cause and this case based upon those questions assuming that the petitioners feel the same way. I mean, the petitioners don't necessarily have to but if they feel otherwise we could discuss it in public. We agree that it's hard to say without getting into it but it does seem to touch on personal private matters. So we would support that action. Mr. Nils, I assume you agree. Chair, certainly we support that and on the MGM side to the extent that this deals with individual qualifiers we would step out of the confidential session as well. Thank you. Commissioner O'Brien, could I ask that we just put those two questions aside and then see what other questions might be generated that would be appropriate for the public setting and then we shift to the private setting. Commissioners, are you okay with that for now? And I'll ask if the council can keep track of the questions for us, please. Are there other questions for either Ms. Cramer or Ms. Pupamoris, commissioners? Pupamoris, I'm going to ask a general question. Is there anything that you feel is relevant to our suitability determination today that was not included? In the report for any reason? No. Okay, and Paul, can I ask the same questions or any point that was not included that you would think is relevant to the commission's decision? No, there was nothing excluded. Thank you. Okay, anything else, commissioners? On the IAB report? All right, if it makes sense then, Commissioner O'Brien, we'd continue with any questions for the petitioners after they report us and then retreat to the private still. Okay, so. Excuse me, Chair. Can I just jump in for one second? Petitioners should be given the opportunity for cross-examination if they have any questions. My apologies. Thank you. And Mr. Nozo, turn right in too. Thank you. No questions. No questions, Chair. Thank you. Thank you so much. Okay, so now we'll turn to a presentation by the Vichy petitioners. Mr. O'Brien, I wish to move forward. I'll be very brief. I would just like to, at the risk of repeating myself, submit that the comprehensive report, the conclusions and the findings reached are, in our view, meet the requirement of proving by clear and convincing evidence the suitability of the candidates. And we rest on that and ask for final authorization. Thank you. Questions then for those who are witnesses for the Vichy team? I would just ask again, my general question, for those of you who have been sworn in as witnesses, is there any fact or issue that you may have knowledge of that hasn't yet been disclosed through the exhibits or testimony today that you think would be relevant to the commission and its suitability determination? No, Chairwoman, thank you so much. Thank you. No, no. Okay, thank you. All right, is there IEB, do you have any cross examination for Vichy? No, I do not. Thank you. Okay, Mr. Nozzle, do you have anything that you need to present today for us? Thank you, Chair. We do not. I concur with the brief remarks of Mr. Elmato. I see that the trustee is not here today, which is just fine. I'm going to just turn back to IEB. Did we hear anything from the trustee during the course of this interim period that would concern you? No, we did not. Thank you. Any further questions, commissioners? Okay, well, before we turn to the private session, on behalf of the entire commission, I want to thank our IEB team for its thorough work. And I want to thank the parties for its clear cooperation in this robust investigation. The reports are extensive, very, very helpful. They're so thorough that the questions, there are very few questions because of it. So thank you so much. With that said, I think we would be saying thank you to Mr. Nozzle and the MGM team, correct? And then we would turn. Yes, John. Sorry, yeah, certainly, Chair, as I indicated earlier, this is a private matter on individual suitability. We will not participate in that. Certainly we remain available to the extent commission has any additional questions. And we're happy to stay around if you're going to come back to the non-confidential session, if you'd like. It would be great if you did stay just in case some questions arise, but right now we will be going into the private session. Caitlin and Todd help me out. This is in a public meeting. We would likely, if we have any questions, we'll return. Otherwise, we'll make sure you get the message, Mr. Nozzle, because we could then turn to our deliberations. Oh, sorry. I was just going to suggest that the commission goes into the private session and then there are some additional sort of closing remarks about next steps and things like that. So it might make sense to come back into the public session with MGM, finish it out there and then move into deliberations. Okay, so we'll have you on hold, Mr. Nozzle. Thank you so much. Appreciate it. Thanks, Chair. We'll just plan to stay on this call, correct? And when you guys come back, we'll know. Okay, so David, you're going to do the breakout room. I guess we should probably make sure that we have the right folks going into the private room. So the beachy properties and Mr. Albano, is there anyone else from beachy that we need? Michael Fabius should probably come too, right? Yeah, he's in the room and then he's got his phone going, yeah. Yep, I think they're all together. Oh, nice and separate, gotcha. Yes, and then the legal team and the IEB team, should they follow too? Yes, yes, and then the commissioner. So thank you so much. We'll get transported. All right, I'm going to add people in now. If I forget to add you, just let me know. I'll be in the main room, so it should be pretty easy for me to just, for me to just add people to the second one. John, were you going as well? Yes. Okay. Please. Not a problem. So I moved to room two. I'm hoping that you guys should. Oh, I have to open the rooms. That would be why. Thanks, Dave. Not a problem. Dave. Yeah, I'm scooting you in there. I created a second room by accident, which is why some people went into one where the commissioners weren't. So just give me one sec. Thank you. Okay, Dave. You can take down the screen. Thank you. See if everybody made it. Can everyone hear me okay, Heather? I'm going to ask you because you were helpful. Sure, yes. I can hear you really well, actually, in this room. Okay, good. Thank you. And I will stay scooty for, we'll figure it out. Chair, like I always say, it's a judgment-free zone with attack. I just closed the breakout room, so they should have 60 seconds to jump back in there before they're automatically put in anyways. We're just about to talk about the Patriots, Dave. So we'll finish that conversation up before we get back to our serious business. Who's the Patriots fan in your room, Vichy? Well, I am. And if you want to see a textbook Patriots hater, he's sitting to my right. No comment. It's a really good page for a digital. Yeah, but last I checked, I got six Super Bowls. He has one being a New Orleans Saints fan. Oh, that's not a bad thing. There's a pretty good team to be a fan of. There you go. I think there's a lot of football fans here. All right. I'm Mr. Nozzle and Mr. Medanbaugh, you're back. Okay, and Mr. Kim, good, my guess. Okay, I think that's everyone, correct? IEP, do we have your team? I've got two more than you are. All right. Yes, I think so. So we are reconvening in the public session of our adjudicatory hearing, which we started earlier concerning the BTB transaction of convening of the Master's Scheme Commission. And we thank the picture of Vichy for going into a private session to address some of the more personal questions that arise as we look at the suitability reports that are done for the individual qualifiers. The regulation allows that flexibility so that the commissioners can ask difficult questions or personal questions without in any way impairing privacy rights. So it's an important device. So thank you. So now we'll return where we left off. I think commissioners, you are able to ask your questions and Mr. Abil had no cross-examination. So thank you for that. But now I wanna just go back one more time to Mr. Nozzle, are you all set? Again, you're all. Yes, thank you, Chair. Nothing additional left. So with a conclusion about Vichy's evidentiary presentation and MGMs, do any questions have any, commissioners have any questions for any of the presenters' relative to be heard today? Or are there any other individuals who aren't present that you'd like to hear? Okay, commissioners. I'm hearing no, I'm seeing no. Not hearing anything. Okay, good. And then does the IEB have any questions for the petitioners relative to the presentation or the transaction in general that you may have just thought of? No, thank you. Okay, excellent. So now that we've heard all of the evidence this matter, before we move to closing remarks, I'm just gonna turn to my fellow commissioners one more time, any issue that could be sensitive that you wish you had asked? We can always go back to private. All right. I'm satisfied, manager. Thank you. I was just confirming on the record, I was satisfied. You're satisfied. Thank you very much. So we'll turn now to closing remarks. Each of the parties will be afforded an opportunity to make a statement summing up their position so they need not do so. And we'll start with Mr. Alveno. Thank you. I'll be brief again. I just wanna thank the commission and the staff for the time, the attention and the rigor that was brought to this process right from day one. And just respectfully ask that the commission grant the request for final authorization. Thank you. Thank you. Can I also? Thank you, chair. Again, I'll concur with what Mr. Alveno said and ask the commission for final approval of the transaction. Thank you. In this case. Thank you, chair, just briefly in sum, the investigation as you heard uncovered no information that would serve to disqualify any entity or individual qualifier. It did not reveal any information that would preclude any findings of suitability for any of the individual or entity qualifiers. And our investigation revealed that the transaction resulted only in the transfer of property and there was no evidence that there was any change of control of the actual gaming license. Just want to thank again, all of the members of the IEP that participated, those that weren't here and those that are present today and thank the parties as well as the commission for their time. Thank you. And I believe it was you, Ms. Kramer who reminded the petitioners that suitability is an ongoing process. So with that, we appreciate that reminder very much. Thank you. Unless there are any further matters of the parties or my fellow commissioners would like to address, we will now conclude this portion of the proceeding. Anything for the commissioners? Just going to Mr. Nozo. So the commission will now deliberate about on the matter in private commissioners will end this virtual meeting and enter our other virtual room for private deliberations. Let me look, it's 1115 shall we shift to the private room just so that helps out Dave and we'll take a 15 minute break before we start deliberations. Okay. And for deliberations that will be the commissioners and the legal team. So thank you. Just a call. I have a technical issue because I'm going to have to switch devices because I'm going to be on the move but I can wait till we get in the private session. You know, should we go straight which is more helpful not take the break? Commissioner Bryan, does it matter? I think I'm probably going to end up in motion anyway. It doesn't really matter. It's just as long as I can get in via the phone as opposed to the computer, I can jump in wherever we are. Absolutely, absolutely. And process wise, Madam Chair, I have an entire, I think we all have an entirely separate link for deliberations. Are we getting into that, right? We're not being broken out. We're not being broken out, right? Yeah. I'm willing to go to another link. Whatever works best. Okay, we'll go to the deliberations link. They're in calendar. Why don't we do that? Open up. Commissioner Bryan will settle into her phone call and we'll be convened at around level 30. Thank you to those who are public for their interest and to all the interested parties today our IBE team. IBE team, congratulations. Well done. It's a complicated matter. And to the petitioners, thank you again for your collaboration, cooperation and attention. Okay. Thank you everyone. Thank you, Madam Chair. So long. Thank you. Thank you. Thank you.