 And good morning, everyone. Thank you. And all right, we're ready to go. Right. Good morning. Today is Tuesday, November 15, 2022. This is an adjudicatory hearing for the Masters is gaming commission relative to the request for interim authorization for a transfer of interest related to win mass LLC. I am the chair of the realty income corporation. My name is Kathy Judd Stein and I am the chair of the gaming commission. I am joined today by my colleagues, Commissioner Eileen O'Brien, Commissioner Brad Hill, Missionary Nikisha Skinner, and Commissioner Jordan Maynard. The commission will preside over the hearing and decision of this matter. I do have extensive comments today, given that this is an adjudicatory hearing. So thank you. This is convened pursuant to 205 CMR 101.01 paragraph to subsection B, and will be conducted in accordance with 205 CMR 101.01 general law chapter 38 sections 10 and 11 and 801 CMR 1.02 the informal fair hearing rules. A notice of hearing dated November 8, 2022 was issued in this matter to the IEDR investigations and enforcement bureau and petitioners, when mass LLC and realty income corporation. I will refer to when mass LLC is when mass and realty income corporation as realty. And they are the petitioners. The notice of hearing identifies the investigative report regarding interim authorization for Encore Boston Harbor, realty income corporation, REIT transaction reduced by the IED. The notice also identifies the issues that this hearing is intended to address. While the entirety of the investigative report may be considered by the commission. 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 regulation requires the IED to produce a report indicating whether after initial inquiry into the transferee's 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. The commission may approve interim authorization if it finds that The transferee has submitted all our Bay one applications as required by 205 CMR 115.01 subsection three. To the transferee has submitted a fully executed trust agreement in accordance with 205 CMR 116.10 subsections. Three, the trustee or trustees required under sub excuse me section 205 CMR 116.10 subsection six have satisfied the qualification criteria applicable to a key gaming employee executive in accordance with 205 CMR 134.004. There is no preliminary evidence of anything that would serve to disqualify the transferee from licensure in accordance with GL chapter 23 K sections 12 and 6. Nor is there any other reason known at the time. My positive determination of suitability may not ultimately be achieved. The transferee would not violate 205 CMR 116.09 sections three or four. Six, the transferee has certified that they are unaware of any reason why the transferee would not be found qualified pursuant to GL chapter 23 K sections 12 and 16. If the transferee is other than an individual, the certification shall be made by the chief executive officer or like individual. Seven, it is in the best interest of the Commonwealth for the gaming establishment to continue to operate pursuant to interim authorization. And eight, if the transfer will result in change of control, the transferee has agreed in writing in accordance with 205 CMR 129.01 to comply with all of the transferers existing license obligations, or has otherwise petitioned for modification or elimination of one or more of those obligations. Further as part of this process, I understand that there are new qualifiers before us for consideration today. There are slightly different standards under which we will consider that matter. That is whether that person has established their qualifications by clear and convincing evidence. The IEB and petitioners are represented here today. I would like to ask that Director Lilius and the petitioners council, Mr. Jed Nozzle, each identify themselves and their teams and advise the commission as to whom they represent as applicable. At this moment, let's start with Director Lilius. Good morning, Loretta. Good morning, Chair. Good morning, commissioners. And really, Chair, I'd like to introduce first Chief Enforcement Council, Heather Hall, who has been the lead on behalf of the IEB in this matter. And I'm going to turn it over to her right away for her to introduce the entire IEB team that has worked on this matter. Heather. Thank you, Loretta. Good morning, Chair and commissioners. Nice to see you all today. So I am here representing the IEB. We will also have financial investigator Susan Larosa here with us today, as well as Mass State Police Trooper John Morris. We also have financial investigations Chief Monica Chang and Sergeant David Collette, who are available for questioning as well. Our primary witness is however will be Ms. Larosa and Trooper Morris. Okay. Thank you very much, Mr. Nozzle. Good morning, Chair. Good morning, members of the commission. Jed Nozzle on behalf of both petitioners in Mass LLC and Realty Income Corporation. We are joined today by Mr. Sumit Roy, the CEO of Realty Income Corporation. And of course Jackie Crumb, Vice President and General Counsel on Corbassen Harbor. Okay, thank you both. My view shifted. I need to see all of you. So at the conclusion of my opening comments is proceeding. We'll commence with opening remarks. Pitioners and the IEB will be offered an opportunity to make a statement. 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. I want to thank the IEB for its excellent work. Any commissioner may ask a question of any witness at any point during or following the presentation. I asked though that the commissioners request my permission to speak to ensure order. While we use this virtual platform. At the conclusion of the IEB's presentation, petitioners through their council will be afforded an opportunity to ask questions of any witness relative to any matter addressed in the investigative report, or to which he or she spoke. And we thank the petitioners for their participation today. At the conclusion of the IEB's presentation, will be given the same opportunity to make a presentation. I will call any witnesses and present any other evidence they desire. The commission has directed in the notice of hearing that at a minimum, the following individuals be presented at the present at this hearing. On behalf of the petitioners and prepared to address the issues I previously outlined, as well as any matter addressed in the investigative report. And those individuals are Mr. Nozzle, partner, Womble, Bond, Dickinson and LLP, and counsel to both Wynn Mass in Realty. Jackie Crum, Senior Vice President and General Counsel, Wynn Mass and Trustee. Summit Roy, President, Chief Executive Officer and Director, Realty. Shannon Jensen, Senior Vice President, Associate General Counsel, Realty. Michelle Bouchere, Executive Vice President, Chief Legal Officer, General Counsel and Secretary, Realty. Additionally, the commission may require any of the individuals including the individual qualifies identified in the investigative report to appear at the hearing to address any matters relating to the proposed transfer. As before, any commission may ask any question of any witness at any time during or after any presentation. Additionally, the IEB may ask any questions of any witness for the petitioners at the conclusion of the petitioner's presentation. The IEB and petitioners may raise any objection they desire at any time. However, the basis for all objections must be clearly stated. Finally, at the conclusion of the presentation of evidence, the IEB and petitioners will be provided an opportunity to make closing remarks summarizing the evidence. Before we begin, I understand that there are a number of exhibits for consideration at this hearing that have been exchanged by the partners in advance. Those exhibits are as follows. We have 10 of them. Exhibit one, notice of hearing exhibit two, cover letter to IEB interim report. Exhibit three, IEB's interim report. Exhibit four, chart A. Exhibit six, table of contents and exhibits to report. Exhibit seven, list of nominee trust. Exhibit eight, the equity purchase agreement. Exhibit nine, the final draft lease and finally exhibit 10, the PowerPoint deck. Are there any objections to any of those exhibits being marked and entered into evidence? Mr. Nozzle. No, we'd like those exhibits entered into evidence as part of the record. Any? Councillor Hall. No objection. Thank you, Chair. Thank you. Thank you. Those exhibits shall be admitted into evidence for purposes of ensuring a clean record. Please reference the aforementioned exhibit numbers when referring to any of these documents. IEB or petitioners 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 for the record. But 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. This is an event that a line of questioning conducted by the commission moves into an area that has not been included in the report or notice. So that is material to the final determination of this matter. The petitioners 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. The commission will either elect to deliberate privately or may do so in public. That decision will be made at the appropriate time. In either event, 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 IEB or petitioners to provide such evidence prior to a final decision being made. And ultimately a written decision will be issued. So at this point in time, we'll swear in all of the witnesses. The council are all of the individuals that you anticipate presenting in this matter now present. We do see Mr. Roy. Thank you. Thank you. Yes, chair, all the witnesses are present. Councilor Hall. Yes, thank you. Heather, can you just let me know? I was in the room, I think I wrote, let me just see, I want to make sure we have Cooper Morris is separate. Do you want to raise your hand? That might be helpful because then we have Susan LaRosa is also separate. Susan, if you want to just raise your hand, I'll help the chair see where you are. And then in the room, I see Monica Chang. And is that, could I identify the others in the room, please? We have Monica Chang, we have Sergeant Deep Collette, we have financial investigator Phil Paul Eldridge. I apologize. I'm trying to strain my eyes and then we have financial investigator days on Zoom. Okay, great. Thank you so much. And it's nice to see you all together in one room. Thank you. I want to remind if there is anyone who is not present, we don't have that problem. But if there's somebody who will later testify, it will be up to either council to alert us that they have to get to be placed on your own. So anyone who will be testifying at this proceeding, please raise your right hand. Thank you. I only 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. Yes. Thank you. You have all responded in the affirmative. I understand that a pre-hearing conference was concluded this past Wednesday with representatives of the petitioners, the IEB and our general council at which procedural and evidentiary issues were discussed. Before we begin, do the petitioners or IEB have any preliminary issues or objections that they would like to raise? Councillor Hall. I just wanted to touch base about the pre-stipulating to the report and I know a training nozzle was going to mention that so I will turn it over to him with respect to that. Councillor Nozl. Yeah, thank you, Chair. We do stipulate to the IEB report that was prepared, its conclusions and recommendations for the purposes of this hearing. Thank you. Any objections otherwise? I'll set. Chair, apologies. The only other thing I would note is that we, the IEB was working off the documents that we received as part of the interim notice of the transaction, meaning the lease and the equity purchase agreement. Our attorney Nozl recently submitted those as the exhibits here as well and I conferred with him and he indicated that those are the same exhibits so I just wanted to note that for the record. Okay, thank you. So we're all set. Okay. So we'll now turn it over to Director Lillios or is it Councillor Hall to proceed with the IEB's presentation? It's all Miss Hall. Thank you very much, Councillor Hall. Thank you. Thanks, Chair. Alright, so I already mentioned we have representatives from the IEB here today and I don't have too much of the way of opening it up. I do want to thank Attorney Nozl as well as attorneys Shannon Jensen and Jackie Crump and Christy Arnder from, she's a senior litigation support coordinator at Attorney Nozl's firm for their cooperation and responsiveness as we conducted the investigation. I also want to note the members of the IEB team, Financial Investigations Chiefs Monica Chang, Sergeant Dave Collette, Financial Investigator Susan LaRosa, Trooper John Morris, Senior Enforcement Council Kathleen Cramer, Sergeant Kevin Owen, Trooper Thomas Roger, Financial Investigator Paul Eldridge, Financial Investigator Zongfei Zhu and paralegal Brittany Costello and also just want to thank Director Lillios for her input and guidance on the investigation. With that, I will go into the IEB's investigation and findings. Over the past several months, the IEB conducted a review of the EVH realty income retransaction in accordance with the commission and regulations that the chair has already cited, 205 CMR 116.10 subsection five. The IEB's findings are set forth in the interim investigative report that you have as exhibit three in this proceeding, and as we just noted that the parties have stipulated to. As the commission knows, there are two parties in this transaction that we'll be discussing today. Win MA or Win Mass, which is a subsidiary of Win Resorts Limited. Win MA is also the category one gaming licensee and the operator of the EVH gaming establishment. And Realty Income Corporation is the second party, which is the real estate investment trust or REAP. So as attorney nozzle noted, we're here because the Win MA and Realty are seeking interim authorization for the transaction described in the IEB's investigative report. In the proposed transaction, Realty will acquire all the rights and interests in the real property that comprises the Encore Boston Harbor gaming establishment. And representatives of Win MA and Realty describe this proposed transaction back on October 13th of 2022 at the Commission Open Meeting. The IEB has reviewed the transaction and summarized the key aspects of it in its investigative report in sections one, four, and five of the report, which is again exhibit three. Now, with respect to the current structure as it stands today, I think what might be helpful is if I pull up the chart. And as I always say, we have to go to the judgment free zone because I always hope that I don't pull up the wrong chart. So can everyone see this chart a depiction of current structure and proposed structure? I'll snap. Yeah. All right, great. Thank you. All right. So, and I would first note to that in the interest of not reinventing the wheel, this is actually the chart presented by the parties. And we added the chart a description of current and proposed structures. So thank you for the parties for their help with that. So I think the key what we're going to talk about first is this before section of the chart. So the key points in the current structure are that Win MA is the current category one gaming licensee and the operator of the gaming staff. Win MA holds a 99% interest in EVH mass property. Win MA is also the sole controlling member of EVH Holdings LLC. And EVH Holdings LLC here has a 1% interest in EVH mass property. So EVH mass property, which we see here in the page, it's like some of you who've seen the previous retransaction are familiar with the color of peach. So the EVH mass property holds the real estate that comprises the EVH gaming establishment. And that includes the casino, the hotel, the harbor walk, the parking garage, the retail meeting spaces. And I also just want to note that in the report there are a lot of similar entities here with similar names. So we refer to this as the on-court property in the report for ease of reference. So this here is the current structure. So with respect to the proposed structure, which gets us over to this section of the chart, should the commission give the green light and grant interim approval for the proposed transaction upon the closing of the transaction, Win MA will sell one, it's 99% interest in EVH mass property, and it will also sell its EVH Holdings 1% interest in EVH mass property to realty income via realty subsidiary here, and we call it MDC Holdings in the report for ease of reference. And that transaction will be for $1.7 billion. In turn, realty through its subsidiary, MDC Holdings will acquire 100% of EVH's, 100% of EVH mass property of its rights, title, and interest to the on-court property. Then EVH mass property, which is over here, still in the peach, is going to be a subsidiary of realty income. And then, as we noted over here, that also is going to include surrounding parcels which we discussed in the report. So essentially, EVH mass property will become the landlord, and realty income is the passive owner now of the property. Now, we can't forget about the green shading over here, which is Win MA. Win MA will still be the casino operator, and Win MA will be the tenant in the lease. And as I'm going to talk about in a second, it's a triple net lease, the features of which I think we went through in the report. So importantly, as I noted, Win MA is still going to be the Category 1 gaming licensee, and it will still control the operations of the gaming establishment. All right, so with that, I'm going to stop the screen share. And so just a little bit about the triple net leases. As we noted in the report, triple net leases have some key features. The landlord acts as a passive landlord, and the tenant is responsible for taxes, insurance, maintenance costs, as well as capital expenditures. And with respect to this read transaction, the lease terms call for a 30-year lease to 2052, and that's at Page 3 of the lease. The renewal option is a 30-year renewal at the tenant or Win MA's option. The annual rent will be $100 million, subject to increases as described in the investigative report. The rent will increase by 1.75% per year for the first 10 years. Then starting in year 11, the rent will increase by 1.75%, or the consumer price index, whichever is greater. So with respect to the triple net nature of the lease, under the lease, Win MA will be responsible for maintenance, and that's at Page 31 and 37 of the lease. Property taxes, Page 27, insurance, which is Page 34, 50, and 53, as well as utilities, which is at Page 25 to 28 of the lease. So Win MA, as the tenant, has the right to make capital improvements without notice or consent to Realty, so long as the improvements meet certain conditions as described in the IED's report. The lease further provides that Realty and the tenant, Win MA, must comply with the gaming law and regulations. And finally, only the gaming licensee, Win MA, may operate and control the gaming establishment, and that's at Page 32 and Page 18 of the lease. So as noted in the IED's report, the regulations require that the commission approve this particular transaction, and there are two stages to that approval process. One is the interim authorization, which is what we are here today for, and the second stage is the final approval, which will come later if the commission ends up granting interim approval today or in a subsequent order by the commission. One of the first steps that we did with respect to this investigation is scoping out the transaction. So as part of that, we identified three entity qualifiers and three individual qualifiers. The entity qualifiers that we identified were obviously Realty, MDC holdings, and EVH mouse property, all of which we discussed previously with respect to the chart. With respect to the individual qualifiers who are all here today, we have Mr. Sumit Roy, Attorney Michelle Boucher, and Mr. Roy is the President, Chief Executive Officer and Director of Realty. Attorney Boucher is the Executive Vice President, Chief Legal Officer, General Counsel and Secretary. And we also have Attorney Jackie Crom, who is the Senior Vice President, General Counsel of Win MA, and she is the trustee of the Mystic Nominee Trust. The terms of that trust were approved by the commission at the commission's hearing on October 13th of this year. And I would just also note that, which we'll be getting into a little bit later when we talk about all of the specific elements of the regulations with respect to the approval of the transaction, but Attorney Crom was issued a GKE license from the Masking Commission on May 23rd of 2018. So with respect to cooperation, I just want to note that all of the entities and individuals that were involved in this transaction and their representatives cooperated, and they were responsive to all of the IEB's requests. So as I noted, Realty and its subsidiary, MDC holdings are qualifiers in the transaction. And we have financial investigator Susan LaRosa here today, as well as Trooper John Morris to talk about and summarize the other components of the investigation. But I will turn it over to Susan to talk about the financial investigations piece. Thank you, Heather. Good morning, Chair and commissioners. The IEB conducted an interim financial evaluation of Realty Income Corp and its subsidiaries. As part of our evaluation, we reviewed financial statements, tax returns, and credit reports for each entity when available. The audit firm of KPMG, LLP, issued unqualified audit opinions for all years reviewed, which stated that the financial statements were presented in conformity with generally accepted accounting principles. In addition, KPMG, LLP prepared the tax returns for 2016 through 2020. For the tax returns reviewed, we noted that there were no tax liabilities, which is reasonable because a REIT is allowed to deduct dividends paid from taxable income. Finally, we reviewed recent credit reports and no material issues surfaced, were identified. In summary, the interim financial review did not reveal any issues or concerns with realty income and its subsidiaries financial stability, integrity, and background. Our evaluation was focused on the acquisition of the equity interest of EVH Mass Property LLC by MDC Encore Holdings LLC, a subsidiary of Realty Income Corp. As Heather stated earlier, the proposed transaction will transfer ownership of the Encore Boston Hava Property to Realty Income Corp. But when Mass LLC will continue to be the properties operator through the Mass Category 1 Gaming License. In terms of financial results, in 2021 Realty Income completed a significant merger transaction with Buried Inc. They're by increasing their total assets by $19.3 billion. The goal of this merger was to achieve a size, scale, and diversification to enhance competitive advantages and accelerate investment activities. Realty Income's financial results improved over the past five years, with revenue increasing approximately 11% per year for 2017 through 2020, and increased 26% in 2021. Most recently, as reflected on Realty Income's 2021 10K Annual Report, the company's net income was approximately $361 million for 2021 and has averaged approximately $379 million per year in the preceding four years. And that concludes my prepared remarks. Thank you. Back to you, Heather. Thanks a lot, Susan. And with that, I will turn it over to John Morris. Thank you, Heather. Thank you, Susan. Good morning, Chair. Good morning, Commissioners. And good morning to all MPC staff. And good morning to representatives from Realty Income Corp. I am Trooper John Morris, the science of the Massachusetts Gaming Commission Investigations and Enforcement Bureau. I was assisted in this investigation by Sergeant David Collette, Sergeant Kevin Owen, Trooper Tom Roger. After an in-depth review of all applications and submissions from Realty Income Corp. and Encore Boston Harbor, a thorough background investigation was conducted regarding the three Realty Income Corporation entities, the two Realty Income Corp. individual qualifiers. The trustee for this transaction is Attorney Crumb. I would like to add here that, as Heather noted earlier, Attorney Crumb was previously found suitable by the MGC as a GKE for her role as Senior Vice President and General Counsel for Encore Boston Harbor. As part of the investigation, routine communications were conducted with the applicants, which required the submissions of additional information and supplemental documents. All communications with the applicant were courteous and professional, and any and all information requested was provided in a timely manner. The process by which this investigation was conducted involves extensive research and discovery of any additional information, which could be learned about the applicant, the associated entities, and individuals from as many sources as we the investigators deemed necessary. Some of these sources involved databases that are either available to the public or are strictly law enforcement sensitive. After the completion of this research, investigators compiled the results into a specific checklist for each entity and individuals involved in this investigation. Included in these checklists are queries 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 then run through a criminal records database. It should be noted that no such criminal history was discovered for any of the qualifying individuals. Simple litigation databases were also queried and reviewed regarding any lawsuits filed against the applicant's entities or individuals. Particular attention was paid to any lawsuits that contain any accusations of derogatory or fraudulent business practices. Regarding this specific investigation, no litigation disclosed or discovered revealed any such accusations or judgments. Secretary of State and SEC databases were queried as well regarding any filings reported by the applicant or qualifying entities. Any results obtained were reviewed for any derogatory information relating to the applicant or entities involved in this transaction. Again, no such information was discovered. Open source and media outlet checks were conducted and reviewed, including social media. A vast majority of the responses involved in the searches revealed the ongoing business transactions, financial information, and specifically this transaction involving Realty Income Corp and WINMA LLC. All content was reviewed and revealed no derogatory information regarding any of the involved entities or individuals. Also, part of these investigations was part of the investigation other jurisdictions in which any of the applicants previously conducted gaming-related business were contacted. All responses received from other jurisdictions revealed no derogatory or disqualifying information in regard to their existing licensure possibilities. After a thorough review of the results of all aspects of the investigation, conducted into the applicant, associated entities, individuals, and trustee of this re-transaction, no significant issues or concerns were identified. That concludes my portion of today's presentation. Thank you. Thank you, Trevor Morris. So with that, chair and commissioners, I would just like to discuss the particular requirements of 205CMR and WINMA LLC. Thank you. Thank you. I would just like to discuss the particular requirements of 205CMR, 116.10 subsection 5, and that's 5A through H. We went into specific details on each of these individual criteria in the report, so I won't go into great detail now. I will, however, note that we did find that this transaction met all of the criteria. So first, the qualifiers have submitted all the application forms as required. Second, the fully executed trust agreement has been submitted in accordance with 205CMR 116.10 subsection 6. And as I noted, that was approved by the commission on October 13th of this year. Third, the trustee for the trust agreement, Attorney Jackie Crum, has, as we've noted, satisfied the qualification criteria for applicable, excuse me, criteria applicable to a key gaming employee executive in accordance with 205CMR 134. Fourth, as summarized by all of us, there is no preliminary evidence of anything that would serve to disqualify the qualifiers under the criteria set forth. In GL 23K sections 12 or 16, for any other known reason, why a positive determination of suitability might not ultimately be achieved. Fifth, the proposed retransaction would not violate 205CMR 116.0903. And actually, as I noted in the report, that particular portion of the regulations isn't applicable here because it refers to a category two gaming license. But with that said, it also would not violate 205CMR 116.09 subsection 4, which prohibits the transferee realty from having a financial interest in more than one gaming license issued by the commission. And we found that that was not the case here. So with respect to the sixth criteria, the qualifiers have also certified that they are unaware of any reason why they would not be found qualified. And seventh, it's in the best interest of the commission for the gaming establishment to continue to upgrade pursuant to interim authorization. And finally, the IEB's investigation, which included a review of the terms of the lease as we discussed earlier, indicates that no change of control in the gaming establishment will result from the proposed retransaction. That realty will be a passive landlord, and that when MA will continue to be in control of all operations of the gaming establishment. So with that, I would just like to note that the IEB is available for any questions from the commissioners at this time, or we could wait until the entire presentation is over. Whenever I'll defer you, Chair. Just as a matter of process, I do want to note in the investigative report that IEB has prepared. There is on page eight, a reference to the Vanguard group, and it's investments in this transaction. Commissioners, I hope that you respect that I'm reminding all present today in the public that in advance of the October, is it the 13th meeting, that three of us did submit disclosures under Chapter 268A23B3 of Massachusetts General Laws. Appearance disclosures with respect to accounts that we might have with respect to our family financial assets. And that was myself to the governor, Commissioner O'Brien's disclosed to her appointing official, the attorney general, and Commissioner Maynard disclosed to his three appointing officials, the governor, the attorney general, and the treasurer. Commissioners, I don't know if you want to add to that in any way, but I thought we should remind us of that. Okay. Now, commissioners, do you wish to wait for the presentations from the petitioners, or do you have questions right now for IEB? Shall we hold? Okay, I see that's affirmative. So we'll take that lead, Councillor Holland, hold our questions until we now hear from Mr. Nozzle and the petitioners. Thank you very much. Good morning again. Thank you. Thank you and well done. Thank you. Good morning, chair. Good morning members of the commission. First, at the outset, we don't have any questions, obviously, for the IEB. We've stipulated to their report. I do want to thank the IEB, the entire team. You know, these things are pretty labor-intensive to look at. And as you can appreciate, they're also under a very specific statutory timetable as well. And we appreciate all the attention that staff has given to this particular matter. And to be frank, I benefit from coming before you, although having the burden, the petitioners having the burden here, we really do benefit from that thorough work in that IEB report, which I think certainly presents you with substantial evidence and connection with this case. We do have a few items that we do want to cover through our witnesses and obviously we'll make our witnesses available to the commission as well. And with that, I am going to jump to Mr. Roy for a few questions. Some of this we did present previously in the public hearing, although I thought it's still important for the completeness of this record to contain a little bit additional information and hear from the petitioners directly on a few of these topics. So I'll start with you, Mr. Roy. Can you just provide a quick overview of Realty Income, its foundation and its current portfolio? Sure. Thank you, Jed. It's a pleasure to hear to speak with this commission again. Thank you for having us. As we had presented during the October 13th meeting, Realty Income was founded in 1969. It completed its New York Stock Exchange listing in 1994 and was added to the S&P 500 in 2015. Realty Income is a member of the S&P 500 Dividend Aristocrat Index. A select group of 64 companies from the S&P 500 companies are part of this index. And in order to qualify, you have to have increased your dividends for 25 consecutive years. And this is really a testament to the business model that Realty Income has as part of this very select group. We are also known as the monthly dividend company as we have declared 628 consecutive common stock monthly dividends for our shareholders. The foundational pillars of the company are centered around acquiring very high quality real estate as shown by this particular transaction. These are leads to clients that are leaders in their respective industries. Currently, we have 11,733 properties. They're located across all 50 states in Puerto Rico. We also have a growing international presence consisting of over $6 billion in assets primarily invested in the UK. But we also have investments in Spain and recently we have added Italy as another geography to our growing mix. Thanks, Mr. Roy. Director Hall, excuse me, Chief Enforcement Counselor Hall, it did touch on sort of the features of real estate investment trust. Can you just provide a couple of highlights of that obviously based on your experience as CEO? Sure. So the REIT structure was instituted by the Congress in 1960 to broaden individual investors' opportunity to own income-producing real estate. Similar to owning stock in a corporation, a REIT shareholder can earn a share of the income produced by real estate investments without buying or managing the actual properties. REITs are required as part of this tax elective to distribute at least 90% of their taxable income annually as dividends to their shareholders. REITs own properties across multiple sectors including retail, residential, gaming, entertainment, infrastructure, healthcare, et cetera. Some REITs are solely focused on the gaming space such as Vici and GLPI, which I believe you're familiar with. We are a very diversified REIT, circa 80%, 84% of our portfolio is in retail, and we have about 14% in industrial, and this will be our first admin into the gaming side of the business, assuming of course you'll give us the approval. REITs can be publicly registered with the SEC and traded on a stock exchange just as realty income is. We trade under the symbol O. Thanks, Mr. Roy. We heard a little bit about the IEB's assessment of the financial suitability of realty. Can you provide a little bit more detail about the company's performance? Sure. We've been around, like I said, since 1994 in the public domain, so it's very easy to see our performance. If you look at our performance since our listing, we have basically had a total shareholder return north of 14% annually since our listing. We are one of the five largest REITs by market caps in the MSCI-US REIT index, and we are one of less than 10 US REITs with an A-3 credit rating from Moody's and S&P respectively. We generate north of $3 billion in annualized rental income. We are diversified across more than 11,700 properties. We have more than 1,100 clients across 79 industries. Obviously, since 1994, there have been multiple economic cycles. If you look at our performance during 2007-2009, the great financial crisis, we had comparatively lower operational and financial volatility vis-a-vis our peers in the S&P 500. If you further look at what happened in 2020 during the advent of the pandemic-driven recession, we were only one of seven S&P 500 REITs that had a positive earnings growth. We were north of 2%. Earnings growth during that year. Whereas most of the other S&P 500, the average decline was close to 7%. We are very well positioned during a rising rate environment in the last cycle in 2015 where the feds raised the interest rates. We outperformed the S&P 500 and the REIT index. If you look at our performance here today, there's a similar story playing out. We are in the first quartile of performance vis-a-vis all of the REITs. So in a rising interest rate environment, you will find our cost of capital advantages to actually, on a relative basis, expand, and it is a massive competitive advantage for us to continue to build on. Thank you very much, Mr. Roy. Can you comment on how adding the entity that owns Encore, Boston, Harvard, to REITs portfolios in the Commonwealth's interest? Sure. We did a fair amount of diligence about the gaming industry, and like I said in my earlier remarks, one of the ways that we try to grow our portfolio is to partner with the best-in-class clients. We believe Win to be one of the best operators in this space, and we spoke with them and learned more about their philosophy about how they operate gaming assets, what their plans were for the future, and tried to understand the particular asset in Boston and their plans for this particular asset and decided to move forward once we got comfortable. And in finding a partner in Win, we believe providing capital for their real estate will allow them to continue to invest in the real estate and remain one of the best operators in this space going forward. Thank you. As you've heard throughout the IEB's presentation, obviously the suitability of the qualifiers here is very important. Are you aware of any reason why Realty Income Corporation, its business qualifiers or the individual qualifiers would not be found suitable by the Commission? No, I have no reason to believe that its business or individual qualifiers would not be found suitable. Thank you, Mr. Roy. Chair, I just have a few more questions for Attorney Bushor, if that's okay. Certainly. Thank you. Thanks. Attorney Bushor, you've heard the presentation by the IEB as well. Just for purposes of our affirmative presentation here, can you just give a high level of the overview of the transaction and how it's structured? Sure, I'd be happy to. The deal is structured as an entity level transaction. Realty Income will acquire 100% of the membership interest in EDH Mass Property LLC, the current owner of the Encore Boston Harbor. After the completion of the transaction, EDH Mass Property LLC will continue to own the property and when will retain the gaming license and continue to control and operate the casino during the term of the lease? Thanks. Attorney Hall had touched on a few attributes of the lease. I was wondering if you just give kind of a broad summary of the key terms of the lease that will govern this transaction? Of course, yes. As a part of this transaction, when Mass LLC will enter into a long-term lease with EDH Mass Property LLC, the lease will include an initial term of 30 years with an additional 30-year option to renew upon expiration. The lease will have an initial total rent of $100 million with annual rent growth of 1.75% for the first 10 years and the greater of 1.75% or CPI capped at 2.5% over the remaining lease term. The lease obligations are fully guaranteed by wind resorts finance LLC. The lease is a triple net lease, which means wind is responsible for all taxes, insurance and maintenance obligations of the property. As part of their maintenance obligations, wind is required to operate the property in a first-class manner comply with all gaming licenses and regulations and fully maintain all of their aspects of the property, including performing all structural repairs and capex. No provision of the lease impacts or prevents wind from meeting its ongoing regulatory obligations, including all regulatory requirements in connection with required capital expenditures. Thank you. In connection with the petition for interim authorization, has the company produced all of our FA1 applications and followed up with any request for records on behalf of that the IEB has requested? Yes, the applications have been submitted and were deemed complete. Thank you. And just to confirm which we've heard and it's now an exhibit here, we've also submitted a executed trust. That's correct. The declaration of trust was entered into with Jackie Crum as the trustee on October 3rd, 2022. And it's then marked, I believe, as exhibit seven. That's correct. Yep. Attorney Bush or you've had an opportunity to review the IEB report. Is there anything that you want to add? Is there anything that you want to point out to the commission regarding its findings? Yep. I have reviewed the report and agree with its conclusions. The report was comprehensive and I have no additional information to add. Will the proposed transaction in this matter result in realty income having a financial interest in more than one gaming license issued by the commission? No, it will not. Are you aware of any reason why realty income or any of the individual qualifiers or business qualifiers would not be found suitable by the commission? No, I'm not aware of any reason why realty income would not be found qualified under the gaming act and commission regulations. Thank you. I have a few questions now, chair, just for attorney Crum for completeness of the record. Attorney Crum, are you the name trustee under the declaration of trust? I am. And you're currently licensed by the commission as previously referenced by the IEB. That's correct. It has wind maps, LLC submitted all the necessary paperwork as requested by the IEB in connection with the transaction. We have. And from the wind side of the transaction, can you provide your thoughts about why the transactions in the best interest of the commonwealth and why, or in the best interest of the commonwealth? Sure. We're very pleased to be partnering with realty income, an ideal landlord with a healthy investment grade balance sheet. This transaction puts a long term capital structure in place for us at an attractive rent to support our ability to continue to operate a five star gaming establishment and to grow gaming and non-game gaming revenue streams and support additional tax revenue for the commonwealth. Finally, the cash proceeds from the sale of the real estate interests here. Support ongoing investment in team members, gaming and non-gaming elements, including operations and the development across the street from us. Easter Broadway. Thank you. And again, just for the record, and we've heard this and it's reflected in the IEB report. Can you just confirm that there is no change of control as a result of this transaction in the gaming licensee? The transaction is set up so that realty is acquiring the ownership interests in the current landlord entity, EVH and a realty LLC. So no change of control in the licensee. Thank you. That's all the questions I have for the witnesses and they're available for any follow-up on behalf of the IEB or commission. I'll turn to Councillor Hall. Do you have any questions for Mr. Nosell and the petitioners? I do not. Thank you, chair. Okay. Now I'll turn to my fellow commissioners. Do you have questions for either IEB or the petitioners this morning? I have a couple and perhaps as we proceed, you may have questions commissioners. But first off, I want to thank both the IEB and the petitioners for their thorough testimony today. Very helpful to me. I do have a follow-up for you. Turni Crum. Good morning, Jackie. It's nice to see you. Jackie, you are going to be serving in dual roles, including the role of trustee in this matter. Could you just describe your responsibilities to us so that we fully understand and we know that you understand them. Yes. So obviously you have a copy of the trust document between you and IEB. I'm not sure if you've seen it before, but it's been gone over before. In the unlikely event that there is something that happens during the course of the further investigation, as obviously this interim approval, and this requires any kind of unwinding of the transaction. I would serve as the trustee for the purpose of, of, of, of dealing with that particular circumstance. And are you comfortable in that dual role where you are also the vice president, general counsel at EBA? I believe I can, and I can fulfill the obligations of trustee with my current obligations in place as separate, separate roles. I'm going to ask the uncomfortable question, Jackie, are you paid a salary additional compensation for this role? Jed may have to answer that. I'm not aware of any additional, I do not get any additional compensation at this time. Yeah, you, I believe under the trust, you have the ability to certainly submit your reasonable expenses and other costs associated with your responsibilities, but there, I do not believe there is any specific compensation. I'm not sure who represented you in the negotiations for becoming trustee, but you do not get paid any additional salary. For me, it's an important clarifier, Jackie. And again, I'm not sure who represented you, but that'll be for the next time. Good. I'm not in it for the money on this one. I understand. And thank you. That's very helpful. But it's very, very helpful. Another question, and perhaps attorney Nozl, you can, you may want to redirect the question, but at this point, I do think attorney Crom is also still well positioned tomorrow. We are going to hear from uncle or Boston Harbor on a matter related to the development of East of Broadway. It is referenced in the investigative report. I think in footnote nine. Is this transaction at this time or in the future, might there be implications on that matter that will come before us? And if so, could you just explain that please? Sure. The transaction does contain what we call a put option. Whereby we would be able to sell the additional real estate located East of Broadway to realty for an additional amount. And then there would be an additional rent component on that as well. Attorney Nozl, does that have any further implications for the commission or we covered under the. I think you're covered chair in the way we've been thinking about it. And I don't, I'm not going to put words into attorney halls. You know, mouth here either is really, you know, that is exactly what Jackie said. It's an option. It has not been elected. It's not really, you know, in front of you today to the extent that there are any, that does get exercised. We'll evaluate what that means from a regulatory proposal and conjunction with staff and determine whether or not any additional steps would be need to be made in connection with that. Council Hall. You're in agreement with that. I am sure. Thank you. We, it is the position that that is not before the commission at this point, but we did certainly note it. As you said, and put no nine at page 11 of the report. It's, it's the IP position that that is not for the commission at this particular time. Thank you. And then just part of my due diligence, Mr. Roy. I think that the transaction requires this. And I think it's. Fundamental to. Realty incomes position. But can you confirm. That the proposed transaction will not lead to any change of control. Can. That is connected to the EBH gaming establishments operations from your perspective. And that realties. A subsidiary EBH mass. Will remain a passive landlord. I confirm that. Thank you. And I think I'm all set. Commissions. Do you have any further questions for. IEB or the petitioners. Okay. So then I want to offer the opportunity for closing remarks. Thank you. I'm both the IEB and petitioners will be afforded to. An opportunity to make a statement summarizing the position. Though they do not need to do so. We invite you, however, Mr. Noza, would you like to proceed with any remarks? Sure, chair. I'll be, I'll be brief. You know, I think you have in front of you. Something that one of your former colleagues used to refer to as a good clean report. You know, you know, you know, a former commissioner and I think we've presented. I think you have in front of you. Clear and convincing evidence at, at this stage for purposes of. Of interim review of suitability. Certainly no disqualling of information or derogatory information has been uncovered as a result of. This preliminary investigation. We've gone over the requirements of 205 CMR to 1610 five. They're consistent in both the report and what we've presented to you today. What I would suggest constitutes substantial evidence for this to be approved. I'll take through these quickly again. Whether the proposed transfer is submitted all or if they want applications. You've heard testimony and you have the IEB report confirming that whether prose transfer is submitted fully executed with the trust agreement that trust agreement has been in before you and approved on October 13th. Whether the trustee required under 205 16 has satisfied qualification criterias. We've noted that attorney crumb currently holds a key gaming employee executive license consistent with the. The regulations. Whether there's any preliminary evidence of anything that would serve to disqualify. We've also noted that there is no reason to believe that the agency from licensure in accordance with 23 K 12 and 16. We have the presentation by. Trooper Morris as well as the conclusions in the report that there is no reason to believe at this point why all the qualifiers won't be found ultimately suitable through their final investigation. Again, no violation of 205 116.093 which we all agree for. And of course, we've testified you've just asked a follow-up question about there is no or excuse me. We've testified that there is no interest in any additional gaming license and that's the conclusion of the report as well. We have certified both here today and in documentation that we submitted in connection with our application that we're not aware of any reason why our reality would not be found qualified pursuant to 23 K 12 and 16. We've also demonstrated here today and as recognized by the IEB that it's in the best interest of the Commonwealth for the gaming establishment to continue to operate pursuant to interim authorization and that includes certainly continuous tax revenues employment and other payments. And that's all again noted in connection with the report and we've demonstrated in connection with the final problem here that there is no change of control when it comes to the gaming license and gaming licensee. So with that we respectfully ask for approval of internal authorization to move forward with the transaction and just for the commission's consideration that is currently planned. If we are able to obtain your approval for this that is currently planned for December 1st for planning purposes just to let you know about the timing of that and certainly we'll work with you. If there are any concerns over that. Mr. Nozzle. We're very much right now familiar with a lot of fast deadlines. So there we go. I understand that and where I that's why I describe that as for planning purposes and we're certainly we will work with you and staff to meet everybody's needs. I think our team has been all aware of your of your closing timing and and we I won't speak from my team but will we anticipate if the decision is favorable that the deadlines will be able to be met. Okay. Thank you. Now to you. Journey home. Thanks for I don't have much in the way of a closing except to say I just want to thank you again the parties of the representatives all the members of the IEV in a particular thank you to all the members of the IEV. Thank you. Thank you. Super John Morris and financial investigator Susan LaRosa. This was their first read and they did a great job. So thank you very much. Well, thank you attorney how. Thank you both. I just want to thank. The IEB again for its thorough work into the petitioners for your. Your cooperation with IEB. And the, the testimony today. Thank you for your good work. Unless there are any program matters that the party or my fellow commissioners would like to address commissioners any last minute questions. Okay. I'm going to. Assume as we have done in the past commissioners that we will now. Leave this virtual meeting room. We will now move to private deliberations. So that we can come. To our conclusion. And as I stated earlier, that conclusion that the deliberations will be memorialized. In a written decision. And that means that we would leave this virtual room commissioners and go to another virtual room for our. Our deliberations. We will now move to the next virtual meeting room. And I'm not hearing. Any objection to that plan commissioners. No, just asking for five minutes in between. Actually starting. I was going to offer if we went in, then I was going to offer that great. So maybe we can just shift into the next virtual. And then we'll talk about our plans. Great. Okay. So with that, another. Expression of our gratitude. I speak on behalf of all the commissioners. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. We will now consider. We are adjourned. Thank you very much. Chair. I have a clear question. Will we be coming back into this room, following private deliberations, or is that the end of this meeting room? Very, very fair question, Dave. Thank you for raising it. We are concluding. We will not. There's no need for anyone to hang out in this, this virtual room at this point. So we will now move into another virtual room for our deliberations. Thank you. Thank you. Thanks.