 The older meeting today, October 26th, so slightly different format. I wanna confirm that my fellow commissioners are here given our virtual platform. So I'll do a roll call. I'm gonna suggest that perhaps most people mute while we're, unless you're speaking, but that's that I do want it to be an active meeting today. So we'll just, we'll monitor the noise level. Commissioner O'Brien, good morning. Good morning. Commissioner Cameron. Good morning, I'm here. Commissioner Hill. Good morning, I'm here also. Okay, good. So all four of us are present. I wanna thank Councillor Grossman in advance for preparing me for chairing today's meeting. It is an adjudicatory hearing. I have a formal script and I appreciate everyone's patience as I read what is really important process into the record. So this is an adjudicatory hearing before the Master's of Gaming Commission. Yeah. I'm sorry to interrupt. Good morning, I'm sorry to interrupt. This is Loretta. I think we should be recording the hearing. So if this... This is being recorded, I believe. I'm sorry, did I not say that clearly enough? Did I apologize for interrupting? No, no problem. This is being streamed and because it's being streamed, it's automatically being recorded. Is that correct, Austin? So we're all set. No problem, we'll get started again. So this is an adjudicatory hearing and it's not Director Lillio syndicated it is being recorded. This is hearing before the Master's of Gaming Commission relative to the request for interim authorization for a transfer of interest related to MGM Springfield. My name is Kathy Judd-Stein and I'm Chair of the Commission. I'm joined today as we noted already by my colleagues, commissioners Gail Cameron, Brad Hill and Eileen O'Brien. The entire commission will preside over the hearing and decision of this matter. This hearing is convened pursuant to 205 CMR 101.01 paragraph two, excuse me, subsection D 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 of the general laws. And before I continue, good morning, everyone. And thank you for being here. For both the petitioners and of course our IEB unit and all of those who have been doing such excellent work to prepare us for today. A notice of hearing dated October 19, 2021 was issued in the matter to the IEB and the MGM parties. Therein it identifies the issues that this hearing is intended to address. Though everything raised in the investigative report is in play here, the commission has indicated that it will specifically be considering the issue presented in 205 CMR 116.10 subsection five relative to interim authorization. That standard requires the commission to determine, quote, whether after initial inquiry into the transferries suitability any apparent disqualifiers have been revealed or there is any other known reason why a positive determination of suitability may not ultimately be achieved, unquote. To that end, the cited regulations sets out the specific considerations, my apologies. The specific considerations in deciding this matter. I'm gonna go through the following considerations. There are eight of them. One, whether the proposed transferee has submitted all RFA-1 applications as required by CO, whoops, 205 CMR 115.01 subparagraph three. Whether the proposed transferee has submitted a fully executed trust agreement in accordance with 205 CMR 116.10 subsection six. Whether the proposed trustee has satisfied the qualification criteria as applicable to a key gaming employee executive in accordance with 205 CMR 134.00. Whether there is any preliminary evidence of anything that would serve to disqualify the proposed transferee from licensure in accordance with GL chapter 23K sections 12 and 16. Whether there's any other reason known as to why a positive determination of suitability may not ultimately be achieved. Whether the proposed transfer would violate 205 CMR 116.10 205.09 sections three or four. Section three is inapplicable to this proceeding, but section four addresses whether the transfer will result in the transferee having an interest in more than one gaming license. Number six, whether the proposed transferee has certified that they are unaware of any reason why the proposed transferee would not be found qualified pursuant chapters 23, GL chapter 23K sections 12 and 16. Number seven, whether it is in the best interest of the Commonwealth for the gaming establishment to continue to operate pursuant to interim authorization. And number eight, whether the proposed transfer will result in a change of control. And if so, whether the transferee has agreed to assume all the terms and conditions of the transferees gaming license. Further as part of this process, I understand that there is also one new individual qualifier before us for consideration today. There's a slightly different standard under which we will consider that matter. That is whether that individual has established their qualifications by clear and convincing evidence. Councilor Grossman and his team, commissioners are available to explain those standards as we go forward. Both the IEB and MGM entities are represented to here today. I'll ask that Mr. Jed Nozo and Director Loretta Lilios to each please identify yourself and your teams and advise the commission as to whom you represent as applicable. Let's start with Director Lilios. Good morning again, Loretta. Good morning, Chair. Good morning, commissioners. And I've already learned something this morning, which is that when you're streaming, you're automatically recording. So I've gotten off for a good start. So good morning. I'm happy to be here for this process today. We had a team from IEB mobilized over the past couple of months to work on this project. And I can identify the team for you now. And on the view side, we have Sergeant Dave Collette and Troopers, John Morris, Tom Roger and Kevin Owen. You will be hearing from Trooper Owen today. And on the financial investigation side, you have Chief of the Unit, Monica Chang and financial investigators, Paul Eldridge, Zongfei Zhu, David Kei and Matt Jordan. And you'll be hearing from Paul Eldridge today. And of course, the others are available if you had additional questions, but Paul and Trooper Owen are. Good morning, gentlemen. And thank you. Now turning them to Mr. Nozzle. Good morning, Jed. Good morning, Chair. Good morning, commissioners. As you indicated, I'm appearing today on behalf of the petitioners. That includes MGM Resorts International, MGM Growth Property, LLC, and several of their subsidiaries in connection with this transaction. I'm gonna introduce the members of the team today that are both here appearing as witnesses, as well as certain counsel that are also here to provide additional information or answer questions to the extent that the commission has any. Maybe I'll just ask each one of the witnesses just to say a quick hello so we can sort of put the face to the name as well. So first I'd like to introduce James Stewart who is the Chief Executive Officer of MGM Growth Properties, LLC. Good morning, everyone. Good morning. Next is Andy Chen, who is the Chief Financial Officer of MGM Growth Properties, LLC. Good morning, everyone. Great to see you all as well. Good morning. Next is Patrick Medamba, who is Senior Vice President and Legal Counsel of MGM Resorts International. Good morning, Chair, members of the commission. Good morning. Are you sitting with Jex? I'm not seeing you. I'm sitting with Jex, yes. Thank you so much. That's the challenge of sitting in a group in a small square. Thank you so much. It is nice to have people around me in connection with one of these meetings. So we'll set it up. I can imagine. I can imagine. Thank you. Sure. I do have a few others. I just want to introduce Chair appearing as counsel in this matter also, Laura Norton, Senior Vice President and Legal Counsel for MGM Resorts International. Good morning, everyone. Also, Jessica Cunningham, Senior Vice President, Legal Counsel and Assistant Secretary of MGM Resorts International. Good morning, everyone. And finally, Guth Kim, Vice President and Legal Counsel, MGM Northeast Region. Good morning, Chair. Good morning, Commissioner. Thank you for having me here. Good morning. Thank you. I'll set Mr. Nozzle. Yes, that's our team today, Chair. At this time, before I continue on my prepared statement, I do want to interject that I have filed, again, out of an extreme abundance of caution, 23B3 disclosure. With my appointing official to disclose that I worked with Mr. Nozzle, it's now nearly 20 years ago in the Governor's League of Office. I had made a similar disclosure in conjunction with Mr. Nozzle's representation of a different licensee and felt I should mirror that and file that disclosure yesterday. I feel very confident that I can proceed fairly and objectively, notwithstanding, having been a colleague of Mr. Nozzle's those many years ago. Commissioners, do you have any questions for me on that? Okay. Thank you and thank you, Director Lillios and Mr. Nozzle. At the conclusion of these opening comments, this proceeding will commence with opening remarks. Both the petitioners and the IEB will be offered an opportunity to make a statement, though it is 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 anyone presenting information at any point during or following the presentation, given that we're working virtually commissioners. I do ask that you simply speak right up and interrupt so that you can speak at the right moment during the proceeding. Just a little trickier virtually, but I think we're all comfortable doing that. Thank you. At the conclusion of the IEB's presentation, the petitioners through its council will be afforded an opportunity to ask questions of any individual who presented information on behalf of the IEB, relative to any matter addressed in the investigative report to which she spoke. At the conclusion of the IEB's presentation, the petitioners will be given the same opportunity to make its presentation. They may call any witnesses and present any other evidence they desire. The commissioner, the commission has directed in the notice of hearing that at a minimum, the following individuals be present at this hearing on behalf of the petitioners and prepared to address the issues that previously outlined, as well as any matter addressed in the investigative report. And those individuals are Mr. Chen and Mr. Medamba, who we know are in fact here today. Additionally, the commission may require any of the individuals, including the individual qualifiers identified and excuse me, identified in the investigative report to appear at the hearing to address any matters relating to the proposed transfer. As before, any commissioner may ask any question of any witness or presenter at any time during or after any presentation. And the IEB may ask any clarifying questions of any MGM presenter at the conclusion of the MGM presentation. Either 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 that there are several exhibits for consideration at this hearing that have been exchanged by the parties in advance. I'm going to read through the exhibits. Exhibit A will be the notice of hearing dated October 19th, 2021. Exhibit B will be the letter and attachments including the master transaction agreement and maternity nozzle, date of May 12th, 2021. Exhibit C will be the letter and attachments including the operating sub-belies of attorney nozzle dated May 19th, 2021. Exhibit D will be the Springfield nominee trust instrument dated August 10th, 2021. Exhibit E is the cover letter to the commission from Director Lillian's dated September 19th, 2021. Exhibit F be the IEB's investigative report regarding interim authorization for MGM retransaction dated October 13th, 2021. Exhibit G will be the document containing charts A and B which illustrate the corporate structure, pre and post transaction. Exhibit H will be the exhibit packet that accompanies the investigative report that contains 18 checklists, further illustrating the IEB's investigative efforts. These items have been marked confidential in consideration of the amount of personal and sensitive information that they contain. Exhibit I will be the PowerPoint presentation prepared by the petitioners in dated June, 2021, describing the transaction and exhibit J, semasture lease and six amendments there too. Are there any objections to any of these exhibits being marked and entered into evidence? Director Lillian's, Mr. Nozo. Chair, no objections from the IEB. I did want to point out that there's a lot of materials in there. Some of those items have been included for informational purposes. And I wanted to make confirm with you that the IEB has reviewed all of the items in the exhibit packet and all of them have been addressed in the IEB report. Thank you, Mr. Nozo. Thanks, Chair. We have no objections and would request that the exhibits be moved into the record. Okay, then thank you. Those exhibits shall be admitted into evidence. Mr. Grossman, you're all set with that? Okay, thank you. For purposes of ensuring a clean record when possible, please also refer to the aforementioned exhibit letters when making reference to any of those documents and commissioners. I know that Mr. Grossman can also help us with that as well. Either party would like to have any additional documents entered into evidence during the course of the hearing. Please ensure they are properly introduced and marked for the record. The commission anticipates that its inquiry at this proceeding will be related to the matters addressed in the investigative report and contained in the notice of hearing. If a line of 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, the petitioner 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, the commission will deliberate over this matter in private and render a decision on the interim authorization request. We expect those deliberations to commence immediately following today's proceeding. If at any point during the commission's deliberations, it determines that further testimonial or documentary evidence is desirable, it reserves the right to ask the licensee to provide such evidence prior to a final decision being made. Ultimately, of course, a written decision will be issued. We will now swear all the witnesses in, counsel that be director Lilios, Heather Hall and Mr. Nozo are all the individuals you anticipate presenting in this matter present on this call, and I believe I can answer that. Yes, correct? Are you? That's correct. Okay. Okay. So anyone who will be presenting information or testimony to the commission at this proceeding and who will not be doing so in their capacity as an attorney, please raise your right hand. Thank you. Do you solemnly 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? Yeah, I do. Okay, I'm not hearing anyone say a negative. Thank you for all of those affirming positive. I understand that a pre-hearing conference was conducted this past Friday with representatives of the petitioners, the IEB and our general counsel that would proceed to on evidentiary issues were discussed. Before we begin, do the petitioners or IEB have any preliminary issues or objections that need to be raised now? Thank you, Mr. Nozo. None on behalf of the petitioners. Thank you so much. With that, I'm gonna ask Mr. Nozo to please proceed with any opening remarks that he would like to make on behalf of the petitioner. Thank you, Chair. I just have some brief opening remarks. The petitioners are appearing before the commission today connection with a pending request for approval of a contractual transfer under the commission's regulations of the equity interests in MGM Springfield redevelopment LLC, including the real property associated with MGM Springfield to a subsidiary of an operating partnership majority owned by MGM Growth Properties, LLC, which is a publicly traded real estate investment trust for the price of $400 million. The transfer of ownership interests, including the real property relating to BluTARP's gaming establishment does not involve a change in control of the licensee BluTARP, which will remain responsible for the operations of MGM Springfield and all of its license and regulatory responsibilities? Should the transaction be approved by the commission, BluTARP will continue to operate the casino, but will lease the gaming establishment property from MGP through a series of subsidiaries governed by a master lease between the two entities. More specifically today, the petitioners seek interim authorization for the contractual transfer under the commission's regulations so that the transaction may be closed. The petitioners have had an opportunity to review the IEB report issued in connection with the interim authorization request. The petitioners agree with its analysis and findings and stipulate to that report for the commission's record. And with that, I will turn it over to Director Lillios. Thanks, Ched, and good morning again, Chair and commissioners. And the IEB weeks and the opening statements, I'm ready to jump right in and summarize what we did and the findings of our investigation. Shall I do that, Chair? Thank you, yes, please. Okay, great. So over the past approximately two months, the IEB conducted a review dictated by the regulation. The findings of the IEB review are presented in the report that you're having your cabinets that the company has stipulated to. As Attorney Nozzle stated, the company's requesting that you grant interim authorization to allow it to close on a clean transaction by the end of this month. The company described the transaction shooting when a presentation at your open meeting on June 24th. And the IEB studied the proposed transaction and summarized the key aspects of it on pages 10 through 12 of the IEB's report. I know you've heard about the transaction a few times already. I'm gonna do the oral summary again because I think our repetition can help. Proposed transaction involves the transfer of MGM's interest in the real estate associated with MGM Springfield and that transfer go into MGM growth properties for the price of $400 million. MGM growth properties for MGP, as it is referred to, it's a real estate investment trust or a REIT. MGM Springfield redevelopment LLC currently owns the real property associated with the MGM Springfield Casino. And currently MGM Springfield redevelopment LLC leases the property to BluTARP through an intercompany lease. And this structure is depicted in chart A. I think Monica can show that you here is the current structure. BluTARP is the category one licensee. That is our licensee and the operator of the casino. MGM has entered into an agreement with MGM that it calls for a number of steps to occur pretty much simultaneously. Essentially in this plan transaction, MGM would acquire MGM Springfield redevelopment along with the real estate associated with the MGM Springfield Casino and would acquire the intercompany lease. As a result, MGM Springfield redevelopment would move to the MGM side of the ownership chart and would be a subsidiary of MGP. Springfield redevelopment is the only entity to move in this transaction. So as you can see in this post transaction chart, the intercompany lease is still in effect. But after the transaction, that intercompany lease is now between MGM less or and MGM Springfield redevelopment. MGP less or would then lease the Springfield real estate to MGM less C. MGM less C is a subsidiary of MGM resorts international and serves as the tenant for a number of MGM gaming facilities. MGM less C will in turn sub lease the Springfield real estate to BluTARP through an operating sub lease. MGM uses this same structure for 15 other MGM properties. So as a result of the transaction, MGM Springfield's real property would join 15 other domestic MGM gaming facilities to fall under the MGP re umbrella. All of those 15 other casinos are in MGM's portfolio and they are operated by MGM subsidiaries. Eight of them are in Las Vegas and the other seven are MGM National Harbor, the Borgata in Atlantic City, MGM Grand in Detroit, MGM Northfield Park in Ohio, Empire City in New York and two in Mississippi, the Bo Ravage and Gold Strike. MGP owns the real estate assets of these tenants as it would own the real estate assets that operate as BluTARP and leases the assets back to the tenants pursuant to a master lease in a series of sub leases. These leases are what's known as triple net leases, which mean that the tenants are responsible for operating expenses, real estate taxes and capital expenditures. The addition of the Springfield property to the master lease would increase the rent payable under the master lease by $30 million annually. The payment obligations under the lease are guaranteed by MGM resorts international. The lease term for the Springfield property would be a 45 year lease term. This was discussed at your meeting on June 24th, the full term extending to April of 2066 with two sets of options, exercisable by MGM. Importantly, following the transaction, BluTARP remains a subsidiary of MGM resorts international. It continues to hold the category one gaming license in Massachusetts and continues to be the operator of the casino. Our gaming regulations require that this transaction be approved by the commission and our regulations state that there are two stages to this approval process, interim authorization and final approval. And we're here now at the interim authorization stage. As a first step in its investigation, the IEB scoped out the transaction and identified six entities and 12 individuals to go through the qualification process. And those qualifiers are identified on pages two and three of the IEB report. Six of the individuals, the commission previously found suitable. They went through the process and were deemed suitable by the commission previously. And this investigation refreshed those background reviews. And I wanna take this opportunity to say that all of those individuals have fully cooperated in this review and have made themselves and other representatives available to the IEB in an extremely responsive manner. MGP growth properties is a qualifier in this transaction as are the subsidiaries that you saw on the chart. And I would like to invite Paul Eldridge from our financial investigations team to summarize the findings on MGP, both in terms of an overview of the company itself and the summary of the financial assessment that was performed on MGP and subsidiaries. So Paul, if I can turn it over to you. Thank you, Director Lillios. Good morning, Madam Chair and commissioners. Good morning, Carl. MGM growth properties LLC is a qualifier in this transaction. It is a real estate investment trust or REIT that's in the business of acquiring, financing and owning real estate properties, usually casinos that are then leased back to gaming operators. It is a publicly traded company on the New York stock exchange. MGP conducts its business through an operating partnership which is MGM growth properties operating partnership LP. MGM has an economic interest in this operating partnership as it owns approximately 42% of the operating partnership units. MGM is also the controlling shareholder of MGP by virtue of holding a single class B voting share. MGP elected to be taxed as a REIT commencing with the year 2016 which was its first taxable year. In order to maintain its favorable tax status as a REIT IRS rules require that MGP must remain a passive landlord. The IAB conducted an initial financial evaluation of MGP and its subsidiaries. We also evaluated MGM less LLC which is a subsidiary of MGM. As part of our evaluation we reviewed financial statements, tax returns and credit reports for each entity when available. The audit firm of the LLP issued clean or unqualified audit opinions for all years reviewed which stated that the financial statements were presented fairly and in conformity with generally accepted accounting principles. The tax returns reviewed, we verified that all tax returns were filed and there were no outstanding tax liabilities. Finally, we reviewed recent credit reports and no issues were identified. In summary, the initial financial review did not reveal any issues or concerns with MGP's financial stability, integrity and background. Our evaluation was focused on the sale leaseback transaction of the MGM Springfield property. This proposed transaction will remove the MGM Springfield property from MGM's books and move it onto the books of MGP. This transaction is being done as part of MGM's asset light strategy which involves selling most of MGM's real estate to MGP. This strategy has transformed MGM from an operator and real estate owner to an operator of gaming and leisure assets. The sale of MGM Springfield was announced on May 11th, 2021. This transaction will result in the sale of MGM Springfield to MGP for 400 million in cash which will increase their portfolio of properties and enhance shareholder value. Following the sale of our, following the sale, our licensee blue top redevelopment, LLC will continue to be the property's operator. As a result of these transactions, MGM expects to be well positioned to pursue growth opportunities in its core business with sufficient financial flexibility to deploy its capital to maximize shareholder value. As Director Lilios mentioned earlier, MGM Springfield will be added to the existing master lease between MGM and MGP. This sale leaseback transaction is a source of financing for MGM and a long-term investment by MGP. This transaction will increase the rental revenue of MGP and increase the rent expense of MGM. The annual rent will be $30 million consisting of $27 million base rent in an additional $3 million percentage rent. This translates into a fixed stream of income for MGP. Following the announcement of the transaction neither company stock price showed any significant change. However, in the months since the announcement each company stock price has increased which demonstrates investor confidence in both companies. From May 11th, 2021 when the deal was announced through October 21st, 2021, the stock price of MGP increased over 19% and the stock price of MGM increased over 24%. MGP financial results have improved since its inception in 2016 as more properties are added to its portfolio each year. Rental revenue increased over 83% from year 2016 to year 2020 and that income increased over 154% during the same time period. That concludes my prepared remarks. Any questions? Well, Director Lilius, why don't we continue and then circle back to questions. Thank you. Thanks so much, Mr. Algers. Thank you. Thank you, Paul. And Trooper Kevin Owen from the GEU is also available to summarize the review that was performed on the other entities and the individual qualifiers. So Trooper, if I don't see you but I'm sure when you start talking, there you are. Okay, great, thank you. Thank you, Director Lilius. Good morning, Chair, good morning, commissioners. Morning, everyone. I'm Kevin Owen. I'm a Trooper with the State Police Gaming Enforcement Unit assigned here in the Boston office with the IEV. Our team on the state police end is made up of three Troopers, Trooper John Morris, Trooper Tom Roger and myself along with Sergeant Dave Collette, Lieutenant Kevin Baker and Captain Mike Banks. Our team carefully reviewed the applications for each of the entities and 12 individual qualifiers followed by a thorough background investigation on each. During the course of the investigations, on occasion it was required that our team request miscellaneous documents or information from the individuals or representatives for the entities and all parties were fully cooperative, responsive and prompt to provide any information or documents that were requested of them. Our team researched numerous governmental and law enforcement databases and compiled the checklist for each of the entities and individual qualifiers. Like I mentioned, multiple queries were made and those are all indicated on the checklist. Included on that checklist, I'll touch on a few key topics of it. Criminal histories were checked, there were state and federal criminal history checks, including fingerprint submissions by each of the individual qualifiers. We researched available open source in online media, including social media, which did not surface any negative or derogatory information. We did a civil litigation review, any civil litigation that were disclosed in the applications were carefully reviewed. In addition, there were additional searches for any online civil records, judgments or leans as well. Also in the applications that were reviewed were jurisdictions in which each of the entities and individuals hold a gaming-related license or registration. Our team contacted multiple jurisdictions to confirm their status in their respective jurisdiction. All of the responses that we received from every jurisdiction showed no derogatory information in regards to their licensure. After a review of each of the checklists for the individuals and entities, there was no negative or derogatory information that would suggest any significant issues and there are no areas of concern on our portion of the investigation. Great, thanks so much, Kevin. Chair, you referenced earlier that there's one qualifier that we did the full review on. That is Mr. Jonathan Halkeard. He is the CFO of MGM Resorts International. We deemed him to be a qualifier for purposes of this transfer of interest but he's also a qualifier by virtue of his CFO role with MGM Resorts International. So we were able to perform the full protocol including an interview of him and a full report on him because we had started that before this transaction became before us. So Senior Enforcement Council Kate Hartigan is available to summarize the findings of the background review on Mr. Halkeard. Director Lillios, before we continue Kate's report. Yep. I'm turning to Council Grossman. Does it make sense for us to circle back for questions with respect to Director Lillios and team's description of the transaction just to get any clarifiers that we have, clarifications we need for the transaction itself before we go into this suitability vote and report that I think is under a little bit of a different standard. Yeah, Madam Chair, I think that does actually make a good deal of sense to pause here for questions of people who've already spoken, absolutely. Kate, we're putting you on pause momentarily. Does that make sense? No problem at all. Okay, great. If that makes sense, Loretta. Commissioner O'Brien, do you have a question? I see that you unmuted. I just had one clarification. When I was reviewing, excuse me, the materials, there was a representation made that because title is remaining with MGMs for the redevelopment LLC. There's no implications for the 121A, the MGL 121A agreements and DHCD involvement. I'm just looking for confirmation of that. Commissioner O'Brien, it's Jed Nozol. Yes, I can confirm that there are no implications regarding the current 121A agreements as a result of this transaction. Not sure if anybody else wants to add anything to that, but it's pretty straightforward. Thank you. That was my only question, Madam Chair. Oh, okay. Without seeing my fellow commissioners unmute, I do have a couple of questions that I'm sure can be quickly addressed as well. I think I saw in the report, Director Lillios, maybe on page 11, maybe also referenced on page 16, that the lease allows for those additional five-year renewal periods. But I understand that the master lease and to which the other MGM properties have entered expires. And I wondered if that created any instability for our purpose and our discussion for today with respect to the real property being transferred to the REED. How does that fit in? You are correct that they lost four five-year renewal auctions applied to Springfield and the other casinos from the master lease. I can confirm that they are available to regarding the Springfield property. I think the company may be in a better position to address your question about what it means with respect to the other 15 properties and to the corporate on its own. Yeah, I guess that the master lease naturally terminates Mr. Nolso, that's the language that used. Yes, Chair, we're happy to provide a little bit additional detail with that. I might ask Attorney Norton to maybe address that, seeing her expertise in real estate matters for MGM. Chair, yes, the properties other than Springfield, there will come a time under the current terms of the master lease that they would fall off of the master lease. The master lease, however, would continue to exist with respect to Springfield, should the tenant exercise the remaining four options for it up for a total of an additional 20 years. There's a mechanism built into the master lease which will provide for an adjustment of rent, such that at that point in time, BlueTarp would only be responsible for the rent associated to the Springfield facility under the master lease. And MGM resorts guarantee would continue to exist with respect to the Springfield obligations under the master lease, even though the other properties have fallen away. So even though in our report, the master lease has naturally terminated, it actually doesn't terminate for the purposes of this transaction. Is that fair? It terminates with respect to the other properties would continue with respect to this property with Springfield. Okay, that's really helpful. Thank you. Commissioner, I have a few more questions, but I want to give the opportunity to Commissioner Cameron. Commissioner Hill, do you have any question at this time? This is Commissioner Cameron. I do not, the reports were clean. And I didn't see any issues. Investigative stamp. So thank you for that. Okay. Commissioner Hill, are you all set for right now? Okay. Excellent. A couple of other questions then too, just to help me understand on page 12. And forgive me if I think you touched on this, but I do need a little bit more color on the, the proposed DG properties transaction that's referenced on page 12 of your report, Director Lillios. I understand we'll be reconvening in a very similar format shortly. And I just wanted to understand the implications of that transaction for the purpose of today's work. Sure. And I was going to mention that as a footnote here, we have been notified and MGM has announced that it entered into an agreement with MGP and VG properties. And VG is also a real estate investment trust company. The agreement with VG will require an investigation and approval process similar to what we are doing now. We, the IB has scoped out that transaction and we're in the process of receiving application submissions from the VG related qualifiers. That matters not before you now. It's entirely segregable from what you are authorizing now, but we do plan to come before you. We expect that the company will make another request for interim authorization involving an additional transaction with the REIT of VG properties. Mr. Nozzle. Director Lillios has explained the implications, unless there's some additional information that you want regarding that transaction. We're happy to answer those questions, but I don't have anything to add to Director Lillios's answer. Let me think about whether I need further clarification as we go along. In terms, because something may come to help me out. I have one other question. Forgive me, because I didn't get a chance to go back to the statute. Where are we? I think I pulled it. In terms of the listing of the items that we make findings that we'll make findings to, the last one starts with if the transfer will result in a violation of the contract, it will result in a violation of the contract. If the contract is to control the transfer, MGP has agreed in writing to comply with all the existing licensing conditions or has petitioned the commission to modify, eliminate one or more of those obligations. So it's been pretty much my understanding. And I want to clarify that, I think that the subsection H into the REIT will not in any way disrupt Blue Tarps control of its operations. Critical when we think about what's in the best interest, but subsection H or item number H, it places it as a condition. Does the statute anticipate a condition like that? or are we offering that here? Somebody's done, I can't quite hear Director Lillio, sorry. I'm not sure I understand exactly your question. Well, let me try a little bit better. So I guess my thinking is that today we have to find, make a finding ultimately that there is not going to be any disruption in control. But the way that's framed, it looks like there's actually a condition that, well, but if there were to be a change of control, the transferee has agreed in writing to comply with the licensing conditions. So I wonder if that's how the statute frames it as a condition. In other words, there could be a disruption of control as long as the transferee makes those agreements as opposed to there will not be a disruption. You see the difference? I think this is that language based in the regulation and I have exactly the same understanding that there could be a change of control if MGP agreed to take on the obligations of the license conditions and the host community agreements. And there is no evidence of any change of control in this preliminary investigation. And there are other aspects of the scenario. For instance, the IRS rules around the REIT which preclude MGP from being an active land part under the REIT rules that the company is established under they must be a passive land board. So there is no evidence of any change of control. And that was the analysis that the IEP performed. No evidence of it. The federal rules forbid it. Representations of the companies and the qualifiers have assured it. And the document in terms in transaction documents indicate no change of control as well. I think just to clarify, so what we're hearing is page 23 of your reports of age quotes the CMR on this that we have to make a finding that either no change of control is happening or if there is a change that certain conditions are being satisfied. And it sounds like the conclusion of the IV is that the answer to that is there is no change in control. And so the latter part of it in terms of this initial approval is not relevant in terms of what your findings are. Is that fair to say, Loretta? That is fair to say, yes. Okay, thank you. Madam chair, if I may and commissioners, I would also just point out the term change of control is defined in our regulations and it might be helpful if I just quickly read that for everyone to help calibrate the review here. Change of control is defined in 102.02 as a transfer of interest which directly or indirectly results in a person obtaining greater than 50% ownership interest in a gaming licensee or which results in or is likely to result in significant change to the management or operation of a gaming licensee. So that's the actual definition of the term change of control of which the IV is represented as has the petitioners is not in play here. That's helpful. Thank you. Thank you for pointing that out. And you know, the licenseeer is remaining with blue tarp and blue tarp is remaining the operator. Commissioners, any additional questions at this stage? I'll set. Okay. Thank you. In terms of the suitability, I know Commissioner Cameron has made the observation that it's clean reports so far with respect to the submissions that we've heard from so far. I was focusing on the nature of the transaction. Are there any questions with respect to the suitability reports that have come to us in the initial framing? Okay, you're all set, Commissioner Bryan. All right. Then it makes sense. I think Director Williams to have Kate proceed. Perfect. Okay, excellent. Thank you. Kate, if you could jump in with respect to Mr. Helge, that'd be helpful. Certainly, good morning. Nice to see everyone. I do have a corporate qualifier for your consideration. This will be a little bit of an abbreviated presentation compared to what you usually see at the commission meetings, because you've heard a very detailed description from Director Lilios and Trooper Owen of the investigative protocols that were used throughout this portion of the investigation into the REIT. Regarding this qualifier, he is Mr. Jonathan Hellfjard, who's a qualifier for Poo Tarpreet Development, by virtue of his role as Chief Financial Officer for MGM Sports. The team of investigators assigned to this background, one of whom is available on this call was Chief of Financial Investigations Monica Chang. The other is Sergeant David Collette of the Massachusetts State Police Gaming Enforcement Unit, who was not on the meeting this morning. However, I have spoken with him and hopefully could answer any questions you may have on his behalf. Mr. Hellfjard was interviewed using virtual technology, May 5th, 2021, in accordance with our procedures regarding his background investigation. This interview was conducted using virtual technology and was attended by both Sergeant Collette and Chief Monica Chang. It was noted Mr. Hellfjard was cooperative and forthcoming in all aspects of this investigation and during the interview, he was able to provide personal history and career path to the investigators. Mr. Hellfjard was raised in Mountain Lakes, New Jersey after graduating high school. He attended and graduated from Colgate University in upstate New York in 1987. Following his graduation from Colgate, he spent six years working for Chase Manhattan Bank in New York City and then came into our neck of the woods. He furthered his education at Harvard Business School in Cambridge, Massachusetts, graduating with his MBA in 1995. In 1997, Mr. Hellfjard moved to Las Vegas. He began to work for Landmark Communications and after two years with Landmark then began his gaming industry career in a position with Harris Entertainment. He first served as Director of Finance for Harris, Lake Tahoe location in 2002. He moved back to Las Vegas and became Vice President of Finance for Harris, Las Vegas their corporate headquarters. Then spent the next several years working his way up the corporate ladder at Harris, eventually becoming the Chief Financial Officer there. In 2012, Mr. Hellfjard left the gaming industry and became Executive Vice President Chief Financial Officer for Nevada Energy Incorporated. However, he spent only one year there. That is a public utility company. He then moved on to work for Extended Stay America which is a national hotel chain some of you may be familiar with. Started up there as the Chief Operating Officer. He was then promoted to be the Chief Financial Officer and ultimately he became Extended Stay America's President and Chief Executive Officer where he remained in that position until the end of 2019 when he made a decision to depart from that company to pursue other ventures. The Corona virus pandemic then intervened and resulted in Mr. Hellfjard being unemployed until January of 2021 when he was offered his current position with MGM Resorts as their Chief Financial Officer. In that room, Mr. Hellfjard has described his day-to-day duties and responsibilities as focusing on MGM Resorts International's overall accounting, finance, and task responsibilities including internal audits and compliance. Mr. Hellfjard also reviews the performance of the company. Liaises with shareholders and communicates with banks regarding MGM's credit agreements and is responsible for oversight of their ongoing capital projects. These would include new restaurants, development of new hotels, and room renovations. Mr. Hellfjard noted he has seven direct reports and that he himself directly reports to MGM Resorts CEO William Hornebuckle who you've heard a bit about during the course of this meeting already. Mr. Hellfjard previously did hold gaming licenses in his positions with Harris Entertainment from 1999 to 2012. And although these licenses have expired, license verification requests were sent out in jurisdictions where he had held these credentials including Nevada, Missouri, and Mississippi, confirmed that Mr. Hellfjard had been in good standing when he held those credentials with them. There was no derogatory information discovered in investigation of his prior gaming credentials. Due to his position with MGM Resorts International, Mr. Hellfjard continues to be the subject of several other suitability investigations and other jurisdictions. This would conclude the investigative findings regarding Mr. Hellfjard, who the IEB's clients has demonstrated by clear and sensing evidence that he is a suitable candidate for qualification by the Massachusetts Gaming Commission. At this point, I would typically ask you for a vote, but I understand you have several other matters to vote on and may wish to hold this until a later portion of the hearing. Thank you, and I wanna thank the investigative team. Thank you, Kate. Councilor Grossman, should we move on Kate's recommendation or wait until the, because I think our other matters will be decided in our private deliberations? Yeah, I think you might consider doing them all together later on. Right, and I think that might be important, Kate, because of the different standards of review. So, thank you. Thank you. Any questions for Kate? Commissioner Kim. I had, it's not really a question, it's a comment, and I know that we don't require the applicants to be with us any longer, but I found it noteworthy that Mr. Hellgaard, through many of his years who were not, he was not involved in the gaming agency, but yet he was a board member for the International Center for Responsible Gaming located here in Beverly, Mass. So, I just found that noteworthy. If you were with us, I'd just ask about that. He remains a board member, but through most of those years, he was not in the gaming industry. It must be an interest of his and something he's passionate about. So, other than that, it's very, there are no derogatory, there's no information at all in a derogatory manner. So, no questions, but I did find that noteworthy. And he is on standby, Gail, if you wanted to see him. We'll certainly pass on your observation to him, but I don't know that we need to. It's not necessary. I just really found it interesting and noteworthy that he would serve in that capacity, although he did not stay with the gaming agency through those many years. So, that's impressive to me. Questions, commissioners Hill or O'Brien for Kate? Kate, that's not indicative of anything except excellent work. Thank you. Thank you, and my compliments to the team again. Thank you very much. That was a good effort, as always. Of course, thank you. Director Lilius? So, Chair, I'm prepared to address each of the eight criterion with the IAB's findings that you referenced at the beginning of the meeting. So, the IAB evaluated the qualifiers and the transaction based on the standard set forth in 205 CMR 116.10 subsection five, which provides that the commission may approve interim authorization if it finds that the eight criteria have been met. And those criteria are discussed on pages 21 to 23 of the IAB's report. The first one is that the qualifiers that are required to submit all application forms. And I can verify that each of the qualifiers did submit the forms, the licensing division deemed them administratively, and then the IAB also confirmed the completed submissions were made by each qualifier. The second and third criteria are related and they refer to the trust and require that a copy of a fully executed trust be submitted and that the trustee of the trust meet suitability standards. And a copy of the Springfield nominee trust was submitted to the commission and in a public meeting on June 24th, the commission approved the terms of the trust. Mr. Patrick Mandana, who's on the call now, Senior VP and Legal Counsel for MGM Resorts is the trustee. He has a long history in gaming and he has a history of working on MGM matters in the Commonwealth and the commission previously determined him to be suitable in December of 2019. Since that time, he's not reported any matters to the bureau that would get that ability. The fourth criterion is that there's no preliminary evidence of anything that would serve to disqualify any of the individuals or entities. And there's no known reason why positive determinations of suitability would not ultimately be achieved. And I can report what you've heard already from the investigators and see in the report is that the IV uncovered no information that would serve to disqualify or negative and no information that negative reflects on integrity. The fifth criterion is that the proposed transaction would not result in the transfer of the license and would not result in MGP having an interest in more than one gaming license in Massachusetts. And the initial investigation indicates that the transaction would not result in MGP having a financial interest in more than one license. And as stated previously, the license remains with blue tarp under the MGM resort side of the ownership chart. The sixth criterion is that the qualifiers have certified that they're unaware of any reason why they would not be found qualified. And each of the individual qualifiers and representatives for each of the entity qualifies did in fact certify to that in a written submission under the pains and penalties of the poetry. The seventh criterion is that it's in the best interest of the Commonwealth for Springfield to continue to operate pursuant to MGM, I'm sorry, pursuant to interim authorization. And I would point out that continued operation under interim authorization now would allow for tax revenues to continue to flow to the Commonwealth and for employment opportunities to continue to be available to Massachusetts residents. And of course, there is the safety valve of the trust that's previously been approved by the Commission. The eighth criterion, the final criteria that we've already discussed is that if the transfer results in a change of control certain things, there are certain things that MGM must agree to but all indicators are that there is no change of control. So those are the highlights of the IEB's investigation. I did want to acknowledge the IEB team that worked on the matter. I mentioned the team at the beginning of the presentation who were mindful of the business needs of the company with respect to the closing date and worked in a relatively tight timeframe here of a little over two months with many hands on deck, I think, and hope without sacrificing scope or quality. So to be clear what your vote would mean would mean that the closing of the MGM Springfield retransaction with MGM would be allowed to occur. So those are the findings of the IEB's investigation if there are any other questions. Commissioner, is there any questions for Director Lilios or other members of the IEB team that have presented today? No questions, just wanted to reiterate what Director Lilios just said, which is that it's clearly amount of work that we're in to doing this and mindful of the date. So just a thank you to the team for getting us ready. Commissioner Hill, I'll set. Commissioner Cameron, I'll set. Yes, thank you. Director Lilios, I know you've been under quite a vast timeline, not uncomplicated by the upcoming anticipated next transaction, so we thank you. I also feel very confident that while it was compressed that you would let us know if in any way you felt that that compromised your ability to be thorough. I feel as though today we've heard from your team that all of the findings necessary at this juncture that for the interim authorization, you have found those to be affirmatively met. Is that fair? That's correct. Okay, thanks. At this time, Mr. Nozo, do you have questions for Director Lilios or the IEBT members? Thank you, Chair. At this time, we do not have any questions. Obviously want to express our thanks to the IEB in connection with their investigative efforts here and we appreciate their diligence and the completeness of their report. And now do you wish to make further presentation at this time? We do, I think for completeness of the record, some of this may be a little bit redundant, both with things that you've heard in the past and also I stand, certainly before you, the beneficiary of what I said is a very complete and thorough report, I think providing substantial evidence for the commission to approve this transaction, but we do want to go through, have our witnesses answer a few questions and I do want to start though by where Director Lilios ended and just walk through the eight requirements for interim authorization. Again, the burden is on the petitioners here in order to have this approved before the commission. So with that, I'm just gonna jump right in. I'm gonna say a few remarks regarding those eight criteria. I'll then introduce Mr. Medamba, Mr. Chen and Mr. Stewart. I have a series of questions for them and then I'll turn it over to the commission for any additional questions that the commissioners and you chair may have. Thank you. Thank you. So the commission has just heard the IEB report goes into great detail regarding each one of the elements for interim authorization, providing substantial evidence that the authorization may be granted in this case. I'm just gonna highlight those criteria and that evidence again. First, whether proposed transfer has submitted the RFA-1 applications as required by the commission's regulations for any new qualifiers. And as you've heard and as demonstrated in the report, MGM and subsidiaries and all the MGP qualifiers have cooperated with the investigation, including the submission of all the applications, which have been deemed complete and summarized for you today. Second, whether proposed transfer has submitted a fully executed trust agreement according to 205.16.106, as we've indicated for this and for the next criteria, which is that the trust E in that trust meets the commission's suitability standards. We've presented that trust. It was presented to you on June 24th. We revised it as requested by the commission that is included in your packet. And Mr. Medamba obviously is a person who has been qualified for licensure by the commission previously as well. Turning to criteria four, whether there's any preliminary evidence of anything that would serve to disqualify the proposed transfer E from licensure in accordance with the gaming act and the commission's regulations or there's any reason to know why a positive determination of suitability may not be ultimately achieved. Again, as set forth in the IEB report, the IEB has uncovered no information in the course of the initial investigation for interim authorization that would serve to disqualify any entity individual, those individuals that put forth their materials, demonstrating their suitability, meeting their standard for that, and nor did the initial investigation reveal any information that were precluded finding ultimately that any of the entity or individual qualifiers does not possess the requisite integrity, honesty, and good character, as well as the financial stability, integrity, and background that are mandated for qualification by Massachusetts law. Turning to the fifth qualification, whether the proposed transfer would violate 205-CMR-1609 subsection three and four, chair as you've indicated, section three isn't applicable because this is a category one license and as to section four, whether the proposed transfer does not result in the transfer E, MGP, having an interest in more than one gaming license. Number six, whether the proposed transfer E has certified that they are unaware of any reason why the proposed transfer E would not be felt qualified pursuant to the gaming act. And here, again, we have provided certifications to that effect that each qualifier has provided all the information that the IEB has requested to continue to demonstrate their suitability under the gaming act and the commission's regulations. And then again, whether it's in the best interest of the Commonwealth for the gaming establishment to continue to operate pursuant to interim authorization. And again, as recognized by the IEB, having BluTARP continue to operate MGM Springfield during interim authorization is in the best interest of the Commonwealth, including continuous tax revenues, employment, and other payments. And then finally, we've dealt with this question in a little more detail, whether the proposed transfer will result in a change of control. As we've stated, and as the IEB report concludes the transaction will only result in the transfer of the equity interest and the entity that holds the real property associated with MGM Springfield, it will not result in a change of control over the licensee. BluTARP will continue to maintain all of its obligations to the commission and under its various agreements and license. So based on the above, the petitioners are going to do respectfully request the commission grant interim authorization for the transaction. To provide some additional detail and background on MGP, the transaction, I'd like to turn to James Stewart, Andy Chen, Patrick McDamba, along with counsel for the company who will be available to answer any questions that the commission may have. And I'm gonna start with Mr. Stewart. We're gonna refer to some information that's been previously presented to the commission just on background of MGP. A lot of that's been summarized by the IEB in its report as well. And if for the commission's reference, we've included as exhibit I in your packet the previous PowerPoint presentation that includes some of the high level aspects of the transaction. And so first I'll turn to Mr. Stewart. Can you just provide a quick overview of MGM Growth Properties, its foundation and current portfolio? Be happy to, Jed. Thank you. Thank you all for having me. MGP is a $17 billion enterprise value, $11 billion market cap, triple net real estate investment trust. We're in the business of owning and acquiring top class integrated resorts both in Las Vegas and throughout the country. We have got approximately a billion dollars of revenue and went public on April, 2016. We trade on the New York Stock Exchange under the ticker MGP. We pay a very nice dividend of currently about $2.08 a share on an annual basis. I wish I was there in person because I think it would be great to be able to meet you all. And not only that, you may know, when I mentioned this in the last meeting, I'm actually a very big hockey fan. But I would make sure to stay over because the Bruins play the Red Hots Florida Panthers tomorrow night in Boston. And I would have liked to see that. Well, maybe next year. Yes. Okay, Mr. Nelson stepped away. Oh, sorry. I'm here, check. Oh, sorry. I apologize. What up? Oh, I see. I think I see her. All right. Screen may be frozen. Chair, can you hear me now? I can. We can hear you. We can't see you, but that's fine. Yeah. So thank you, Mr. Stewart. Yeah, I'll give somebody from, yeah. Yeah, so that chair, if you could just give me 30 seconds, let me just fix my camera if that's okay. We're going nowhere. Thank you. Apologies. So I went by the garden the other night, right when a Bruins game was coming out. If you, Mr. Stewart, I'm not sure if you've been to the garden in the past. I have, although not in recent era. I went, I used to go a lot in the early 90s. I lived in New Hampshire and so we would drive out and I'd go with a group of friends and we'd watch the game, which was in total blast. And although I have not, now all the stadiums, of course, are wildly better than they were in that era. And I have not seen in recent times. It's stunning. I mean, it really, when I drove, we drove by, right? When fans were coming out, sadly, we weren't there. But what they've done to transform the garden, it really competes with something you might see in New York City. I think the spirit of the fans will remain very much that of Boston fans, but it's just remarkable what's happened in the West End. So you have to come visit. I would love to. I went, when I went to see a game, I was going to wear a Calgary Flames jersey. That's my original team. When I got there and got out of the cab to go, I took it off and put it rolled it up because there was no way I was going to walk in that was a Flames jersey on it. That's just added evidence of your suitability, Mr. Stewart. Added evidence of your suitability. Alrighty. I was worried, I was worried, Sharon, that was going to go the other way. So I didn't want to have to talk about it. Our support for the Boston Proans here. Thank you, Chair. I apologize for the, I apologize for the inconvenience. It was a matter of his judgment, not as to who he is a fan of, but the judgment. That's right. Mr. Stewart, can you continue on and maybe provide an overview of some of the key features of MGP's net lease suite? So it's a, I am proud to say that I was the first employee of the company ever. And I'm very, very proud of the company. And I think it's very attractive. We have a very nice split between, in terms of regional diversification, very important for a reach. You don't want to have too many of your revenue generating assets that pay rent in one location, just in case, you know, something happens in that location. So we have of our 15 properties, we're about a 50-50 split between Las Vegas and other states that permit gaming. We're strictly domestic, which I personally like because the understandability of it for all of our constituents, regulators, investors, debt investors, bank lenders, equity holders, you know, they can very much understand the laws and the legal structure under which we operate very clearly. Another important category is that we have no near-term lease expirations. It's a really big differentiator between most of the other triple net reeds in the sector that are out there that people can invest in. As a result, we can be kind of choosy about what acquisitions we want to do because we never have any pressure that we're going to start losing revenue as a result of leases falling off. We have completed almost $7 billion of transactions since our IPO, growing revenues from $550 million to about a billion dollars. And very happy to say we've had in our, about a little more than five years of existence, 14 dividend increases. So I think it's been, well, I'm obviously very proud, but I'm part of it as well. Now, thank you very much. Sort of building on that financial performance, maybe Mr. Cheney, there's been some, there's been a great deal of information provided by the IEB in summary of the REITS financial performance, but maybe you could just hit some of the highlights and then I'll go ask you maybe to cover specifically how the REIT perform during the height of the pandemic. Certainly, this is Andy speaking. I'm my signal discreet, so I'm back and I assume that one's directed at me. In terms of the financial performance of the REIT during the pandemic, we collected 100% of our rents on time and in full through the entire period. We collect rents on a monthly basis from our tenant MGM resorts. There was not a single interruption in that rental payment. And as a result, we were able to withhold our own commitments in terms of paying our own interest on our debt as well as the dividends to our shareholders, the dividends we pay on a quarterly basis. With that, the current rent level has been discussed is about $990 million. With this transaction, we would increase their rental amount by 30 million to just over a billion dollars, a billion 26, to be exact. And as also discussed that transaction we've funded with $400 million per house price. Beyond the rental payments that we've received, we pay, as I mentioned, interest expense, but also a small level of general administrative, the balance being the cash flow of the company, and we pay out 80% of that as dividend to our shareholders as required by the need for qualification rules. Thank you, Mr. Chen. Mr. Stewart, coming back to you, maybe you could just, we've gone through this and we've heard a lot of detail from the IEB regarding the description of the transaction, which I think Director Lillios did a great job, but just again, maybe from a high level from MVP perspective, maybe just give us a quick summary of the transaction as well. Sure, so in this transaction, we are acquiring the entity that owns the real property of MGM Springfield, so that would be the real estate in the land for $400 million in cash. In exchange for that, we get a 45-year total term lease starting off at $30 million a year. So our investors, this is a key component of what they sort of look for us to do, and as was mentioned previously, I think it's been very well received. Thank you, Mr. Stewart. Mr. Chen, back to you. Can you just provide a brief summary? Again, a lot of this has been covered, but a brief summary of the key lease features under the master lease and the seventh amendment that will apply to MGM Springfield. Certainly, and I do recognize that some of this was already covered by the previous one earlier. In terms of the lease, we'll be amended to add $30 million total to the rental amounts. That $30 million will be split $27 million towards our fixed rent components and $3 million towards rent components. The property will be added to the master lease. So the rental payment is not a separate rental payment just for MGM Springfield, but it is one large rental payment that is to be paid by MGM Resorts. And MGM Resorts are guaranteed that full and higher than $1 billion, and not just over the next month. As mentioned also, the lease term as the initial term requires April, 2026, and there are four five-year renewals taking out to 2046, at which point the original master lease as an expiration, but then there are four additional five-year renewal for the Springfield property as a store that covered earlier. With, in addition for these triple net leases, the tenants are responsible for operating expenses, insurance, taxes, as well as all the capital expenditures within the properties. Thank you. Thank you. And maybe a question back to Mr. Stewart and kind of wrapping up some of the background on the transaction in MGP is how is adding MGM Springfield's real estate to the MGP REIT in the interest of the Commonwealth? Yeah, there is a trend that has really taken hold in the gaming business that this type of structure is almost how all of the properties are coming to be owned. And it's because it's, I mean, I think it's very beneficial, not just to the Commonwealth, but to each of the companies. For the Commonwealth, if you think, there's no difference in terms of the operator's mentality. They're still responsible for all the same expenses, the capital expenditures, and to try to make the property as successful as possible. In this case, for $30 million a year of rent, they received cash of $400 million. I mean, that's 13 and a third years of rent just in cash right there. So their ability to have a very big, liquid amount of capital in order to run their businesses meaningfully in hand. In addition, this property would be added to our master lease. We'll get the benefit of support from 15 other properties, many of which are much larger and very critical to the jurisdictions in which they operate. So to the extent that for whatever reason, some time in the next 45 years, this property didn't do as well financially as it has been. The other properties are all there to contribute to MGM's rent paying capability. Lastly, I would say having the corporate guarantee from MGM is a very attractive feature and enhances their incentive to make sure the rent gets paid. And having MGP, a $17 billion entity with 11 billion dollars of equity value, keenly interested in ensuring that the property is smoothly operated throughout the entire 45 years of lease term, just adds another entity to the mix that really wants to make sure things go well. For all those reasons, I actually think it's very attractive for the commonwealth. Thank you, Mr. Stewart. And for both Mr. Stewart and Mr. Chen, have you both reviewed the IED report regarding interim authorization? I have. And do you agree with its conclusions? I do. Yes, I do. And is there anything else to add that's not covered in the IED report? Not that I'm aware of. I don't have anything to add. And then, thank you. And then finally, for Mr. Stewart, are you aware of any reason why MGP, its business and individual qualifiers, will not be ultimately found suitable by the commission? No. Thank you. I do have a few questions for Mr. Madamba and I'm gonna turn to him now, Chair. Mr. Madamba, have the petitioners submitted all the RFA-1 applications requested by the IED? Yeah, we had a formal scoping letter from the IED and we satisfied that and we have a written confirmation that everything was filed and deemed complete. Thank you. And have the petitioners submitted a fully executed trust as required by the Gaming Act and Commission Regulations? We have and that agreement has been approved by the commission and it's been marked into evidence as an exhibit. Thank you. And just for reference, that's exhibit D in the commission's packet. Mr. Madamba, are you named trustee under the Declaration of Trust? I am. And have you been previously found suitable for licensure as a qualifier by the commission? Yes, in Massachusetts, I'm currently qualified, in a number of other jurisdictions. And Mr. Madamba, will the proposed transaction before the commission results in a transferee here MTP, having a financial interest in more than one gaming license issued by the commission? No, it will not. The gaming licensee continues to be wholly owned by and directly by MGM Resorts International, with the exception of the 1% minority interest. And are you aware of any reason why the transferee, MTP, would not be found qualified under the Gaming Act and Commission Regulations? I do not. And why is it the best interest of the Commonwealth to allow the operation of the gaming establishment pursuant to interim authorization? It permits the continuous uninterrupted operation of the facility during the interim authorization period, thereby continuing to benefit the city of Springfield, the employees of MGM that work at the Springfield property in the local community. And Mr. Madamba, one last question. As a result of interim authorization, or even final authorization, is there any change in control over the gaming licensee, Bluetarp redevelopment as a result of this transaction? None whatsoever. Chair, commissioners, I don't have any more direct questions for witnesses. I would certainly open it to Director Lilios and her team to the extent they have any questions or of course the commission itself. We could start with commissioner questions. I'm going to talk to the commission. Director O'Brien, I don't see you're unmuting. Are you all set? All set? Okay, we have to, commissioner, can you all set? Great, commissioner Hill, all set, excellent. I just have one question, substantive question. I'm sure you can easily answer. Can you? I know I saw this in the report. How does the, maybe this is for Mr. Stewart. How does the trip on these impact Bluetarp's ability to do capital improvements? Chair, I'm going to go ahead. I'll ask Mr. Stewart to answer that question. And then attorney Norton also may have some information for the commission on that. Thank you. I don't think it would be impacted at all. The incentives and the responsibilities of the operator really are completely unchanged here. And so from there, from my perspective, it's there will be no change from the prior structure. So if in fact the operator wanted to add an additional amenity construct, let's just say a small additional hotel or something, they would not have to go through MGP for authorization to do so. No, they would be able to do it. Yes, and I can add some clarification to that as well. There's very broad rights and even master lease to which Bluetarp will become a part, or I'm sorry, Bluetarp will become a party for its operating lease, sub lease, that those tenants are given broad discretion to make capital improvements. And really that they can, there's very few limitations on them. For example, if they were to remove an existing structure and not replace it, then they would have to go to the landlord for permission to do that. Or if they were going to adversely impact any of the existing structure with the improvement they were making, they would have to consult with MGP and the landlord about that. Or if the improvement they were making was likely to adversely affect the value of the facility, decrease the value of the facility, then they would have to consult with the landlord on that. So really the capital improvements are meant to allow the tenant to create improvements, just not destroy the property, which we wouldn't want that to happen. So, and even if they wanted to make an improvement that they had to consult with the landlord on, the landlord is the approval that the landlord would give it not be unreasonably withheld conditions or delays. So, again, the tenant has very broad rights to make capital improvements. Thank you. Very helpful. And Chair, if I can jump in. It's a report, page 12 of the second full paragraph of the report does summarize the abilities of the entity and the tenants with respect to capital improvements and the IEB review these items with the company. Thank you. Excellent. I'm gonna ask just a question that I suspect I know exactly what the answer is, but I feel I should ask it. Petitioners, did you submit an application for an entity or other qualifier that IEB began its review and for whatever reason suggested that there might be a suitability issue that prompted you to withdraw that application? Not that I'm aware, Chair. Yeah. Thank you. Okay. Any other questions from the commission? Director Lilly asks questions that you might have with petitioner. I'm sorry, I don't know if I heard your answer. Are you all set? I'm all set, no questions. Sorry, I look down. All right, it seems as though we asked our questions and had them answered. Commissions, I wanna give you one last chance for either Hardy to ask any questions. Everybody's okay? All right. So we'll now turn to the parties who have the opportunity to make closing remarks about the IEB and petitioners have been afforded an opportunity to make a statement summing up their position, though they need not do so. Mr. Nozo, are you all set? Would you like to proceed with a closing remark? But I'll have just a brief closing. I think we've covered ample ground here today, but before I did, I believe Mr. Madama did have one more statement he wanted to offer for the record in connection with the matter. Sure, I just wanted to thank the commission for all of its work, the IEB, Loretta Lilios and our team, Monica Paul, the members of the state police. The investigation went very smoothly. I do now understand that there was somewhat of a time crunch and really do appreciate it. The report was nevertheless thorough. When we read it, we had no material issues at the last level, it was very nicely done. And we do appreciate, sincerely appreciate the work of the commission and we sincerely appreciate the relationship that we continue to have with the commission and the IEB. We do look forward to closing by end of month if that's at all possible. We would appreciate that as well. But again, thank you very much. Thank you, Chair. And again, I'll be brief. We've covered a lot of ground here and I'll just go back and stress. Certainly the commission's regulations are very thorough. This process is very clear about the steps that need to be taken in order to achieve interim authorization through the IEB report and all the supporting documentations and the testimony that's been presented to the commission today. The petitioners here have clearly met their burden for interim authorization and we respectfully request that the commission grant it and allow the companies to close on this important transaction under the timeline that Mr. Modamba just suggested. So with that, I thank you. I thank you for your time. And certainly if anything comes up during your deliberations that you need additional information on, we're happy to respond as quickly as possible to any such request. Thank you. Director Lilios. Thanks for your attention. Thanks to the team for its work. Thanks to the company. It's clear that the value they place in their gaming license, it's a critical asset for them. So, you know, their responsiveness is much appreciated. So thanks to all of you who answered all your questions. Okay. So before I go on to concluding this proceeding, I think I can speak for all my fellow commissioners to the entire team at EMGC. I'm just gonna go through. I can now look at the boxes. Trooper Olin, Chief Chang, Director Lilios, Director Wells. Oh my goodness, Paul. I'm not sure if I know exactly what label to use for you. Isn't that terrible? Mr. Aldridge. And Councilor. Yeah. Yes. Kate. Kate and I see Matt and Zong are off and hi, nice to see you, Matt. Anyway, all of you have contributed the GEU unit. There we are, David McKay. Thank you so much for all the work. And of course, Councilor Grossman and team, Caitlyn, I know that carries away this week, but thank you for guiding us through this process. But all of you who have really stepped up to meet the timeline here, extraordinary work and work that we rely on very much. So thank you. So with that, unless there are any other further matters that my fellow commissioners want to raise, we can conclude this portion of the proceeding. And as I mentioned at the beginning, we're going to go into what would be another virtual room, fellow commissioners. I think that we had planned on maybe a 1230 start. I'm going to turn to them now for some guidance here, because once we step away from here, we have to go into a new invitation. Would you like to meet right now after maybe a 10 minute break? Would that be better? Or would it be helpful to have a lunch break now? Commissioner O'Brien. I need a lunch break myself if we're going to go into deliberations. I'm with you on that. So I will say then it's 1141. It's 10 after 12. Does that work for you, commissioners? To 10 after 12 to reconvene for deliberations? Commissioner O'Brien. Can we just say 1215? I'm watching the minute stick as we talk about it. Yeah, and I've got a whole bunch of things still to say. We'll do 1215. And you know that we go in through another invitation that's on our calendar. Fern, Kathy, do the commissioners have that? I know I don't have it on my calendar. I want to make sure you have that, the new success. We do, we have it on our calendar. With that said, Todd, can you make sure that it gets advanced to whomever from the team needs it? But Commissioner Cameron, am I right? Can you see it on your calendar? Right, I can, yes. Okay, Commissioner Hill, you see it. Commissioner O'Brien. So perhaps it was just, you know, it was sent to us without knowing that team members could come in to the room. So do you have it, Todd? You invite? I have it. It was just sent to the commissioners and the lawyers. If there's anyone else who you'd like to be there, we can throw it in. Okay. I don't think I need to be in there. I think maybe I'm the only one. You're absolutely welcome to join the deliberations, but we want to make sure that Director Lillie else, you have it, correct? No, she... Okay, so it would just be the lawyers. Okay, as we did in that prior adjudication, you know what, we'll keep it the lawyers then, Karen, that will be fine. You'll be able to do, I know that you have at least one phone call planned for today at that time. So, but I want to point out that at any point during deliberations, commission determines that further testimony or documentary evidence is necessary, they'll send notice to the petitioner and the IEB to provide instructions on how best to proceed with that Mr. Nozl, Mr. Stewart, Mr. Chen, Mr... I am really sorry. It is so hard for me to see faces. Mr. Banda, and... Mr. Chen, yeah. Thank you. Yes, you are sitting with Je... There we... Yes, I am. Everyone's there. Thank you. So hard. This is actually indicating for me that it's a little bit of a challenge when we get into the next year on the opportunity. Thank you so much for the thorough job that you've done for us. You're gonna make sure that's clear. Thank you. And with that, we're adjourned. I'll see my fellow commissioners at 12.15. Thank you. Thank you. Thanks, Jack. Thank you. Thank you.