1 state of new jersey 2 casino control commission … · 2 p-3, the new jersey casino control 3...

1 STATE OF NEW JERSEY

2 CASINO CONTROL COMMISSION

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5 PUBLIC MEETING NO. 20-07-15

6 VIA REMOTE TECHNOLOGY

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9 Wednesday, July 15, 2020

10 Atlantic City Commission Offices

11 Joseph P. Lordi Public Meeting Room - First Floor

12 Tennessee Avenue and Boardwalk

13 Atlantic City, New Jersey 08401

14 10:31 a.m. to 4:26 p.m.

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17 Certified Court Reporter: M. Darlene Engel

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20 RENZI LEGAL RESOURCES

21 Court Reporting, Videography & Legal Services

22 2277 STATE HIGHWAY #33, SUITE 410

23 HAMILTON SQUARE, NEW JERSEY 08690

24 TEL: (609) 989-9199 TOLL FREE: (800) 368-7652

25 www.RLResources.com No. 327360

2Public Meeting No. 20-07-15 July 15, 2020

www.renziassociates.comRenzi Legal Resources (609) 989-9199

1 B E F O R E :

2 CASINO CONTROL COMMISSION: JAMES T. PLOUSIS, CHAIR

3 ALISA COOPER, COMMISSIONER

4 PRESENT FOR THE CASINO CONTROL COMMISSION: DARYL W. NANCE, ADMINISTRATIVE ANALYST

5OFFICE OF THE GENERAL COUNSEL:

6 DIANNA W. FAUNTLEROY, GENERAL COUNSEL/EXECUTIVE SECRETARY

7 TERESA M. PIMPINELLI, SENIOR COUNSEL

8 DIVISION OF GAMING ENFORCEMENT: DEPUTY ATTORNEYS GENERAL:

9 TRACY E. RICHARDSON, DEPUTY ATTORNEY GENERAL BRIAN C. BISCIEGLIA, DEPUTY ATTORNEY GENERAL

10 JORDAN HOLLANDER, DEPUTY ATTORNEY GENERAL CAMILA MENDES-FERREIRA, DEPUTY ATTORNEY GENERAL

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1 A P P E A R A N C E S :

2 ITEM NO. 11 TERESA M. PIMPINELLI, SENIOR COUNSEL TRACY E. RICHARDSON, DEPUTY ATTORNEY

3 GENERAL PATRICK W. MADAMBA, JR., LEGAL COUNSEL

4 FOR: MARINA DISTRICT DEVELOPMENT COMPANY, LLC, AND MGM RESORTS INTERNATIONAL

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6 ITEM NO. 12 DIANNA W. FAUNTLEROY, GENERAL COUNSEL TRACY E. RICHARDSON, DEPUTY ATTORNEY

7 GENERAL BROWNSTEIN, HYATT, FARBER, SCHRECK

8 PACIFICO AGNELLINI, ESQ. FOR: HARRAH'S ATLANTIC CITY OPERATING

9 COMPANY, LLC, BOARDWALK REGENCY CORPORATION, LLC, AND BALLY'S PARK

10 PLACE, LLC


12 GENERAL BROWNSTEIN, HYATT, FARBER, SCHRECK

13 PACIFICO AGNELLINI, ESQ. FOR: CAESARS INTERACTIVE

14 ENTERTAINMENT, LLC


16 GENERAL BLANK ROME, LLP

17 STEPHEN D. SCHRIER, ESQ. FOR: CAESARS ENTERTAINMENT CORPORATION,

18 CEOC, LLC, CAESARS GROWTH PARTNERS, LLC, CAESARS RESORTS COLLECTIONS, CAESARS

19 INTERACTIVE ENTERTAINMENT NEW JERSEY, LLC, HARRAH'S ATLANTIC CITY OPERATING COMPANY,

20 LLC, BALLY'S PARK PLACE, LLC, BOARDWALK REGENCY, LLC, ELDORADO RESORTS, INC.,

21 AND COLT MERGER SUB, INC.

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1 AGENDA PUBLIC MEETING NO. 20-07-15

2 JULY 15, 2020, 10:31 a.m.3 ITEM PAGE VOTE4 1 Ratification of the minutes of the June 11 12

10, 2020, public meeting5 2 Applications for initial casino key

employee licenses:6 a) William S. Kosturko 12 13

b) Kayla M. O'Connor 12 137 c) Eileen G. O'Pray 13 14

3 Consideration of the initial application 14 168 of Andre E. Harvey for a casino key

employee license (20-0013-CK)9 4 Consideration of the initial application 16 18

of Edward Machinski for a casino key10 employee license (20-0014-CK)

5 Consideration of the initial application 18 2011 of Matthew Madensky for a casino key

employee license (209-0016-CK)12 6 Consideration of the initial application 20 21

of Ryan M. Rothstein for a casino key13 employee license (19-0046-CK)

7 Consideration of the initial application 22 2314 of Robert H. Pattillo, Jr., for a casino

key employee license (20-2015-CK)15 8 Consideration of the initial application 23 25

of the initial application of Sadia16 Rasifzaman (a/k/a Sadia Khald) for a

casino key employee license17 (DDT 20-0008-CK)

9 Stipulation of settlement in the initial 25 2718 application of Joanna Martinez for a

casino key employee license19 (DKT 19-0043-CK)

10 Consideration of the initial application 27 2920 of Nelson Velez for a casino key employee

license (DKT 19-0051-CK)21 11 Joint petition of Marina District 29 31

Development Company, LLC, and MGM Resorts22 International requesting permission for

Scott Wessel to assume the duties and23 exercise the powers of Senior vice

President, Technology & Digital Solutions24 of MGM Resorts International pending

plenary qualification (PRN 1902002)25



1 CONTINUED AGENDA PUBLIC MEETING NO. 20-07-15

2 JULY 15, 2020, 10:31 a.m. ITEM PAGE VOTE

3 12 Consideration of the initial casino key 32 34

4 employee licensure and plenary qualification of Jennifer L. Galle to

5 serve as Regional Vice President of Marketing, Corporate for Harrah's

6 Atlantic City Operating Company, LLC; Boardwalk Regency Corporation, LLC, and

7 Bally's Park Place, LLC (PRN 283190) 13 Consideration of the initial casino key 34 37

8 employee licensure and plenary qualification of Melanie R. Gross to

9 serve as Vice President, Online Casino and Sports of Caesars Interactive

10 Entertainment, LLC (PRN 3251902) 14 Joint petition of Caesars Entertainment 38

11 Corporation, CEOC, LLC, Caesars Growth Partners, LLC, Caesars Resorts

12 Collections, Caesars Interactive Entertainment New Jersey, LLC, Harrah's

13 Atlantic City Operating Company, LLC, Bally's Park Place, LLC, Boardwalk

14 Regency, LLC, Eldorado Resorts, Inc., and Colt Merger Sub, Inc., for approval

15 of: (I) The merger of Caesars Entertainment Corporation with Colt

16 Merger Sub, Inc., and (II) The qualification of the New Entity and

17 Natural Person Qualifiers and (III) other declaratory relief pursuant to

18 NJSA 5:12-2, et seq. (PRN 2481902) Thomas R. Regg, sworn 60

19 Anthony L. Carano, sworn 125 Bret D. Yunker, sworn 156

20 Stephen Callender, sworn 205 Stephanie Lepori, sworn 230

2122232425

Public Meeting No. 20-07-15 July 15, 2020


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1 ITEM NO. 142 PETITIONER EXHIBITS3 NUMBER DESCRIPTION EVD4 P-1 Dr. Timothy Watts' September 6, 2019, X

Economic Analysis of the Competitive5 Effects of the Proposed Merger of

Caesars Entertainment Corp. with6 Eldorado Resorts, Inc., on Atlantic

City Casino Operations7

P-2 Dr. Timothy Watts May 13, 2020, X8 Economic Analysis of the Competitive

Effects of the Proposed Merger of9 Caesars Entertainment Corp. with

Eldorado Resorts, Inc., on Atlantic10 City Casino Operations: First

Amendment to Analysis of September 6,11 201912 P-3 New Jersey Casino Control Commission X

Exhibits to Testimony of Timothy13 Watts, PhD14 P-4 Slide Deck Presentation X15 P-5 Trust Agreement between Eldorado X

Resorts, Inc., a Nevada Corporation16 (to be renamed Caesars Entertainment,

Inc., and converted to a Delaware17 Limited Liability Company), Caesars

Resort Collection, LLC, a Delaware18 Limited Liability Company and John J.

Farmer, Jr., as Trustee (Redacted)19202122232425

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1 ITEM NO. 142 DIVISION EXHIBITS3 NUMBER DESCRIPTION EVD4 D-1 Report to the Casino Control Commission X

on the Petition of Caesars5 Entertainment Corporation, LLC, Caesars

Growth Partners, LLC, Caesars Resorts6 Collections, LLC, Caesars Interactive

Entertainment, LLC, Bally's Park Place,7 LLC, Boardwalk Regency, LLC, Harrah's

Atlantic City Operating Company, LLC,8 Eldorado Resorts, Inc., and Colt

Merger, Sub, Inc., for approval of the9 merger of Caesars Entertainment

Corporation with Colt Merger Sub, Inc.,10 and related relief, PRN 2481902

(Redacted)11

D-2 Dr. Martin K. Perry's May 2020 Report X12 on Undue Economic Concentration

Analysis Related to the Proposed Merger13 of Eldorado and Caesars in Atlantic

City, New Jersey14

D-3 Public Redacted Executive Report to X15 Indiana Racing Commission16 D-4 The Division of Gaming Enforcement X

recommended conditions171819202122232425

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1 (Public Meeting 20-07-15 was commenced2 at 10:31 a.m. via remote technology.)3 MR. NANCE: Good morning. I'd like to4 read an opening statement:5 This is to advise the general public6 that in compliance with Chapter 231 of the7 public laws of 1975 entitled "Senator Bryon M.8 Baer Open Public Meeting Act," the New Jersey9 Casino Control Commission on December 11th,

10 2019, filed with the Secretary of State at the11 State House in Trenton an annual meeting12 schedule.13 The use of cell phones in the public14 meeting room while the Commission is in session15 is prohibited.16 Any member of the public who wish to17 address the Commission will be given the18 opportunity to do so before the Commission19 adjourns for the day.20 Please acknowledge the Pledge of21 Allegiance.22 (The Flag Salute was recited.)23 FROM THE FLOOR: I don't know if I can24 change that. (Unintelligible.)25 CHAIR PLOUSIS: Good morning. I would

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1 like to say to the thousands of our neighbors2 who work in this industry and in the vital3 hospitality jobs in our region --4 FROM THE FLOOR: I was trying to type.5 CHAIR PLOUSIS: -- are still suffering.6 We welcome back many of you, look forward to7 the day when all the properties are again8 operating at full capacity.9 With Governor Murphy on down, the State

10 and City have worked hard to provide a safe11 environment for you to work and where guests12 can feel safe taking advantage of leisure13 activities once again and will continue to do14 so.15 I am pleased to be able to chair this16 meeting from the Commission's offices in17 Atlantic City. I welcome everyone who is18 joining us remotely today. As a measure to19 mitigate spread of COVID-19 and to protect the20 health and safety of meeting participants, as21 well as members of the public interested in22 attending the meeting, the Commission is using23 remote collaboration technology for meeting24 participants.25 The public is able to listen



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1 telephonically by calling the telephone number2 and access number provided on the Commission's3 website as well as through your YouTube4 channel.5 We will accept public comment via6 e-mail. Public comment can be sent to7 [email protected] beginning now8 and any time throughout the meeting, ending at9 the time of adjournment. This meeting is being

10 transcribed as well as recorded, and the11 minutes will be available on our website in due12 course.13 To all callers, if you experience14 technical issues during the meeting, please15 disconnect and call back. There are two16 telephone numbers on our website you can call.17 If this does not resolve your issue, please18 send an e-mail to public.comments@19 ccc.state.nj.us with your contact information,20 and someone from the Commission staff will21 contact you.22 To meeting participants, callers, I ask23 that you follow the instructions provided with24 the web link or audio call and place your25 phones on mute until your matter is called.

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1 ITEM NO. 12 Also, please identify yourself before speaking.3 Finally I would like to thank the4 Commission staff for making this meeting5 possible today with the additional video6 component. I also want to thank the Division7 of Gaming Enforcement and all the meeting8 participants for their willingness to be9 flexible in advance so this meeting could can

10 move forward today.11 Dianna?12 MS. FAUNTLEROY: Good morning, Mr.13 Chairman.14 Please answer when I call your name for15 the roll, please.16 Commissioner Cooper?17 COMMISSIONER COOPER: Here.18 MS. FAUNTLEROY: And Chairman Plousis?19 CHAIR PLOUSIS: Here.20 MS. FAUNTLEROY: There was no closed21 session held this meeting.22 The first item on the agenda for your23 consideration is the ratification of the24 minutes of the June 10, 2020, meeting.25 CHAIR PLOUSIS: Are there any questions

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1 ITEM NO. 22 for counsel?3 (No response.)4 CHAIR PLOUSIS: Hearing none, is there a5 motion?6 COMMISSIONER COOPER: Mr. Chairman, I7 move to ratify the minutes of the June 10th,8 2020, meeting.9 CHAIR PLOUSIS: I'll second that motion.

10 Any further discussion?11 (No response.)12 CHAIR PLOUSIS: Hearing none, all in13 favor, say aye?14 (Ayes.)15 CHAIR PLOUSIS: Opposed?16 (No response.)17 CHAIR PLOUSIS: Ayes have it.18 MS. FAUNTLEROY: Item No. 2 are19 applications for casino key employee licenses.20 They include 2a, William S. Kosturko, b,21 Kayla M. O'Connor, and, c, Eileen G. O'Pray.22 With respect to Mr. Kosturko and Miss23 O'Connor, there are no objections that have24 been raised with respect to those matters.25 The Division has reviewed. Staff has as

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1 ITEM NO. 22 well, and recommend that those initial casino3 key employee licenses be granted.4 CHAIR PLOUSIS: Any questions for5 counsel?6 (No response.)7 CHAIR PLOUSIS: Hearing none, is there a8 motion?9 COMMISSIONER COOPER: Mr. Chairman, I

10 move to grant the two initial casino key11 employee licenses.12 CHAIR PLOUSIS: I'll second that motion.13 Any further discussion?14 (No response.)15 CHAIR PLOUSIS: Hearing none, all in16 favor, say aye?17 (Ayes.)18 CHAIR PLOUSIS: Opposed?19 (No response.)20 CHAIR PLOUSIS: Ayes have it.21 MS. FAUNTLEROY: With respect to Miss22 O'Pray, an objection has been raised by the23 Division. Staff has reviewed that matter and24 concurs. They recommend it be remanded to the25 contested case process.



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1 ITEM NO. 32 CHAIR PLOUSIS: Are there any questions3 for counsel?4 (No response.)5 CHAIR PLOUSIS: Hearing none, is there a6 motion?7 COMMISSIONER COOPER: I move to remand8 for a hearing the initial casino key employee9 license application of Eileen G. O'Pray.

10 CHAIR PLOUSIS: I'll second that motion.11 Any further discussion?12 (No response.)13 CHAIR PLOUSIS: Hearing none, all in14 favor, say aye?15 (Ayes.)16 CHAIR PLOUSIS: Opposed?17 (No response.)18 CHAIR PLOUSIS: Ayes have it.19 MS. FAUNTLEROY: Thank you.20 Item No. 3 is the consideration of the21 initial application of Andre E. Harvey for a22 casino key employee license.23 Senior Counsel Pimpinelli is on the line24 to address that matter with you.25 MS. PIMPINELLI: Good morning, Chairman

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1 ITEM NO. 32 and Commissioner Cooper. Teresa Pimpinelli,3 Senior Counsel, for the Commission this4 hearing.5 For your consideration is the6 stipulation of settlement for the initial7 casino key employee license application of8 Andre Harvey.9 You have staff's memo on this matter.

10 Jordan Hollander is appearing on behalf11 of the Division.12 MR. HOLLANDER: Good morning, Chairman13 and Commissioner Cooper. Jordan Hollander on14 behalf of the Division of Gaming Enforcement.15 The Division would ask that the16 stipulation be submitted as approved.17 Thank you very much.18 CHAIR PLOUSIS: Any questions for19 counsel?20 (No response.)21 CHAIR PLOUSIS: Hearing none, is there a22 motion?23 COMMISSIONER COOPER: Mr. Chairman, I24 move to approve the stipulation of settlement25 between the Division and Applicant and grant

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1 ITEM NO. 42 the initial application of Andre E. Harvey for3 a casino key employee license subject to the4 compliance with the terms and conditions as5 provided for in the stipulation.6 CHAIR PLOUSIS: I'll second that motion.7 Any further discussion?8 (No response.)9 CHAIR PLOUSIS: Hearing none, all in

10 favor, say aye?11 (Ayes.)12 CHAIR PLOUSIS: Opposed?13 (No response.)14 CHAIR PLOUSIS: Ayes have it.15 MS. FAUNTLEROY: Item No. 4 is16 consideration of the initial application of17 Edward Machinski for a casino key employee18 license.19 Again, Senior Counsel Pimpinelli will be20 addressing that matter with you.21 MS. PIMPINELLI: Chairman and22 Commissioner Cooper, Teresa Pimpinelli here23 again today your consideration is the24 stipulation of settlement for Edward25 Machinski's initial key employee license.

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1 ITEM NO. 42 You have staff's memo on this matter.3 And Jordan Hollander is appearing again4 on behalf of the Division.5 MR. HOLLANDER: Good morning, Chairman6 and Commissioner Cooper. Again, Jordan7 Hollander for the Division.8 We have -- as Senior Counsel Pimpinelli9 has stated, we have reached a stipulation of

10 settlement in this matter, and we would ask11 that the stipulation be approved as submitted.12 Thank you.13 CHAIR PLOUSIS: Any questions for14 counsel?15 (No response.)16 CHAIR PLOUSIS: Hearing none, is there a17 motion?18 COMMISSIONER COOPER: Mr. Chairman, I19 move to approve the stipulation of settlement20 between the Division and the Applicant and21 grant the initial application of Edward22 Machinski for a casino key employee license23 subject to compliance with the terms and24 conditions as provided for in the stipulation.25 CHAIR PLOUSIS: I'll second that motion.



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1 ITEM NO. 52 Any further discussion?3 (No response.)4 CHAIR PLOUSIS: Hearing none, all in5 favor, say aye?6 (Ayes.)7 CHAIR PLOUSIS: Opposed?8 (No response.)9 CHAIR PLOUSIS: Ayes have it.

10 MS. FAUNTLEROY: Item No. 5 is11 consideration of the initial application of12 Matthew Madensky for a casino key employee13 license.14 Again, Senior Counsel Teresa Pimpinelli15 will address that.16 MS. PIMPINELLI: Chairman and17 Commissioner, Teresa Pimpinelli here again.18 Before you is a stipulation of19 settlement for Mr. Madensky's initial casino20 key employee license application.21 Again, you have staff's memo on this22 matter.23 Jordan Hollander is again appearing on24 behalf of the Division.25 MR. HOLLANDER: Good morning, Chairman

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1 ITEM NO. 52 and Commissioner Cooper. Jordan Hollander for3 the Division.4 As Senior Counsel Pimpinelli has5 outlined, we have reached a the stipulation of6 settlement in this matter, and we request that7 the stipulation be approved as submitted.8 Thank you.9 CHAIR PLOUSIS: Any questions for

10 counsel?11 (No response.)12 CHAIR PLOUSIS: Hearing none, is there a13 motion?14 COMMISSIONER COOPER: I move to approve15 the stipulation of settlement between the16 Division and Applicant and grant the initial17 application of Matthew Madensky for a casino18 key employee license subject to compliance with19 the terms and conditions as provided for in the20 stipulation.21 CHAIR PLOUSIS: I'll second that motion.22 Any further discussion?23 (No response.)24 CHAIR PLOUSIS: Hearing none, all in25 favor, say aye?

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1 ITEM NO. 62 (Ayes.)3 CHAIR PLOUSIS: Opposed?4 (No response.)5 CHAIR PLOUSIS: Ayes have it.6 MS. FAUNTLEROY: Thank you.7 Item No. 6 is consideration of the8 initial application of Ryan M. Rothstein for a9 casino key employee license.

10 Again, Senior Counsel Pimpinelli will11 review that with you.12 MS. PIMPINELLI: Chairman and13 Commissioner, before you is the initial14 application of Ryan Rothstein for a casino key15 employee license.16 Staff has provided you with a memo on17 this matter.18 I note for the record that Mr. Rothstein19 was notified of today's meeting.20 Brian Biscieglia is appearing on behalf21 of the Division.22 MR. BISCIEGLIA: Good morning, Chairman23 and Commissioner. Brian C. Biscieglia on24 behalf of the Division of Gaming Enforcement.25 Mr. Rothstein, as outlined in the memo,

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1 ITEM NO. 62 has failed to attend the last two scheduled3 conferences and generally showed no interest in4 the contested case process.5 Therefore, at this point we at the6 Division must ask that this application be7 denied.8 CHAIR PLOUSIS: Any questions for9 counsel?

10 (No response.)11 CHAIR PLOUSIS: Hearing none, is there a12 motion?13 COMMISSIONER COOPER: Mr. Chairman, I14 move to: A, find Ryan M. Rothstein15 disqualified pursuant to NJSA 5:12-80b and d,16 and NJSA 5:12-86, and NJSA 5:12-89; and, B,17 deny his initial application for a casino key18 employee license.19 CHAIR PLOUSIS: I'll second that motion.20 Any further discussion?21 (No response.)22 CHAIR PLOUSIS: Hearing none, all in23 favor, say aye?24 (Ayes.)25 CHAIR PLOUSIS: Opposed?



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1 ITEM NO. 72 (No response.)3 CHAIR PLOUSIS: Ayes have it.4 MS. FAUNTLEROY: Item No. 7 is5 consideration of the initial application of6 Robert H. Pattillo, Jr., for a casino key7 employee license.8 Again, this is Senior Counsel9 Pimpinelli's matter to review with you.

10 MS. PIMPINELLI: Chairman and11 Commissioner, for your consideration is the12 stipulation of settlement for Mr. Pattillo's13 casino key employee license application.14 You have staff's memo for this matter.15 Jordan Hollander is appearing on behalf16 of the Division.17 MR. HOLLANDER: Good morning, Chairman18 and Commissioner Cooper. Jordan Hollander for19 the Division.20 We have reached a stipulation of21 settlement in this matter, and we would ask22 that the stipulation be approved as submitted.23 Thank you very much.24 CHAIR PLOUSIS: Any questions for25 counsel?

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1 ITEM NO. 82 (No response.)3 CHAIR PLOUSIS: Hearing none, is there a4 motion?5 COMMISSIONER COOPER: Mr. Chairman, I6 move to approve the stipulation of settlement7 between the Division and Applicant and grant8 the initial application of Robert H. Pattillo,9 Jr., for a casino key employee license subject

10 to compliance with the terms and conditions as11 provided for in the stipulation.12 CHAIR PLOUSIS: I'll second that motion.13 Any further discussion?14 (No response.)15 CHAIR PLOUSIS: Hearing none, all in16 favor, say aye?17 (Ayes.)18 CHAIR PLOUSIS: Opposed?19 (No response.)20 CHAIR PLOUSIS: Ayes have it.21 MS. FAUNTLEROY: Thank you.22 Item No. 8 is the consideration of the23 initial application of Sadia Rasifzaman, also24 known as Sadia Khald, for a casino key employee25 license.

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1 ITEM NO. 82 Again, here is Senior Counsel3 Pimpinelli.4 MS. PIMPINELLI: Chairman and Commission5 Cooper, Senior Counsel Pimpinelli here.6 For your consideration is the initial7 application of Miss Rasifzaman for her initial8 casino key employee license.9 Staff has provided you with their memo

10 for this matter.11 Brian Biscieglia is appearing on behalf12 of the Division.13 MR. BISCIEGLIA: Thank you.14 Commissioners, the Commission is in15 receipt of the Division's June 24th, 2020,16 supplemental letter report which now recommends17 grant. The letter explained how Miss18 Rasifzaman address the issues that originally19 called the Division to bring her into the20 conference process.21 And the Division will answer any22 questions you have.23 Thank you.24 CHAIR PLOUSIS: Are there any questions25 for counsel?

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1 ITEM NO. 92 (No response.)3 CHAIR PLOUSIS: Hearing none, is there a4 motion?5 COMMISSIONER COOPER: Mr. Chairman, I6 move to grant the initial application of Sadia7 Rasifzaman for a casino key employee license.8 CHAIR PLOUSIS: I'll second that.9 Any further discussion?

10 (No response.)11 CHAIR PLOUSIS: Hearing none, all in12 favor, say aye?13 (Ayes.)14 CHAIR PLOUSIS: Opposed?15 (No response.)16 CHAIR PLOUSIS: The ayes have it.17 MS. FAUNTLEROY: Thank you.18 Item No. 9 is the stipulation of19 settlement in the initial application of Joanna20 Martinez for a casino key employee license.21 Again, Senior Counsel Pimpinelli?22 MS. PIMPINELLI: Hello again, Chairman23 and Commissioners. Teresa Pimpinelli, Senior24 Counsel, here.25 For your consideration is the initial



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1 ITEM NO. 92 application of Joanna Martinez for a casino key3 employee license.4 A supplemental letter report was filed.5 You have staff's memo for this matter.6 Brian Biscieglia is appearing on behalf7 of the Division.8 MR. BISCIEGLIA: Thank you.9 The Division has nothing further on this

10 matter and would ask that the Commission11 approve the stipulation as submitted with the12 conditions contained therein.13 Thank you.14 CHAIR PLOUSIS: Are there any questions15 for counsel?16 (No response.)17 CHAIR PLOUSIS: Hearing none, is there a18 motion?19 COMMISSIONER COOPER: Mr. Chairman, I20 move to approve the stipulation of settlement21 between the Division and Applicant and grant22 the initial application of Joanna Martinez for23 a casino key employee license subject to24 compliance with the terms and conditions as25 provided for in the stipulation.

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1 ITEM NO. 102 CHAIR PLOUSIS: I'll second that.3 Any further discussion?4 (No response.)5 CHAIR PLOUSIS: Hearing none, all in6 favor, say aye?7 (Ayes.)8 CHAIR PLOUSIS: Opposed?9 (No response.)

10 CHAIR PLOUSIS: Ayes have it.11 MS. FAUNTLEROY: Thank you.12 Item No. 10 is consideration of the13 initial application of Nelson Velez for a14 casino key employee license.15 Again, that's Senior Counsel16 Pimpinelli's matter.17 MS. PIMPINELLI: Chairman and18 Commissioner Cooper, Teresa Pimpinelli, Senior19 Counsel, here.20 The last casino key employee license for21 the morning is that of Mr. Velez's initial22 application for his casino key employee23 license.24 A supplemental letter report was filed.25 You have a staff memo for the matter.

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1 ITEM NO. 102 And Brian Biscieglia is appearing on3 behalf of Division.4 MR. BISCIEGLIA: Thank you.5 Yes. The Division filed a supplemental6 letter report on June 24th, 2020, outlining how7 Mr. Velez has satisfied the tax issues that had8 led to the Division bringing it to the9 conference process. The new letter now

10 recommends grant.11 And I'll answer any questions you may12 have.13 Thank you.14 CHAIR PLOUSIS: Are there any questions15 for counsel?16 (No response.)17 CHAIR PLOUSIS: Hearing none, is there a18 motion?19 COMMISSIONER COOPER: Mr. Chairman, I20 move to grant the initial application of Nelson21 Velez for a casino key employee license.22 CHAIR PLOUSIS: I'll second that motion.23 Any additional discussion?24 (No response.)25 CHAIR PLOUSIS: Hearing none, all in

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1 ITEM NO. 112 favor, say aye?3 (Ayes.)4 CHAIR PLOUSIS: Opposed?5 (No response.)6 CHAIR PLOUSIS: Ayes have it.7 MS. FAUNTLEROY: Item No. 11 is the8 Joint Petition of Marina District Development9 Company, LLC, and MGM Resorts International

10 requesting permission for Scott Wessel to11 assume the duties and exercise the powers of12 Senior Vice President, Technology and digital13 Solutions of MGM Resorts International pending14 his plenary qualification.15 Again, that's Senior Counsel16 Pimpinelli's matter.17 MS. PIMPINELLI: Chairman and18 Commissioner, Teresa Pimpinelli, Senior Counsel19 for the Commission.20 For your consideration is the petition21 for temporary qualification of Scott Wessel.22 You have been provided with staff's23 memo. The draft resolution has been circulated24 to the parties.25 I believe Pat Madamba is here on behalf



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1 ITEM NO. 112 of the Petitioners and Tracy Richardson here on3 behalf of the Division.4 MR. MADAMBA: Good morning, Chair,5 members of the Commission. Pat Madamba on6 behalf of Marina District Development Company,7 MGM, and Mr. Wessel.8 We've reviewed the resolution, and it's9 acceptable in form and substance.

10 Thank you very much.11 MS. RICHARDSON: Good morning, Mr.12 Chairman and Commissioner Cooper. Tracy13 Richardson for the Division of Gaming14 Enforcement.15 You have our letter of July 10th with no16 objection to the temporary qualification of Mr.17 Wessel.18 We've also reviewed the draft resolution19 and have no objections.20 Thank you.21 CHAIR PLOUSIS: Are there any questions22 for counsel?23 (No response.)24 CHAIR PLOUSIS: Hearing none, is there a25 motion?

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1 ITEM NO. 112 COMMISSIONER COOPER: Mr. Chairman, I3 move to adopt the draft resolution and4 authorize Scott Wessel on a temporary basis and5 prior to his plenary qualification to assume6 the duties and exercise the powers of Senior7 Vice President, Technology and Digital8 Solutions of MGM Resorts International subject9 to the conditions contained in NJSA 5:12-85.1c

10 and NJAC 13:69C-2.7.11 CHAIR PLOUSIS: I'll second that.12 MS. FAUNTLEROY: Mr. Chairman, I forgot13 to note. This is a roll call.14 CHAIR PLOUSIS: Any further discussion?15 (No response.)16 CHAIR PLOUSIS: Hearing none, roll call,17 please?18 MS. FAUNTLEROY: Commissioner Cooper?19 COMMISSIONER COOPER: Yes.20 MS. FAUNTLEROY: And Chairman Plousis?21 CHAIR PLOUSIS: Yes.22 MS. FAUNTLEROY: Thank you.23 I would make mention that if you are not24 speaking, please put your phone or your mic on25 mute, please? We're getting some reverb.

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1 ITEM NO. 122 Thank you.3 Item No. 12 is consideration of the4 initial casino key employee licensure and5 plenary qualification of Jennifer L. Galle to6 serve as Regional Vice President of Marketing,7 Corporate, for Harrah's Atlantic City Operating8 Company, LLC, Boardwalk Regency Corporation,9 LLC, and Bally's Park Place, LLC.

10 And this matter was originally brought11 to the Commission by way of petition on October12 10, 2019, seeking temporary qualification. You13 granted that temporary qualification at your14 November 13, 2019, public meeting. The matter15 is now before you for plenary consideration.16 Counsel is here, and I ask that they17 enter their appearance for the record.18 MR. AGNELLINI: Good morning, Chair,19 Commissioner Cooper, Pacifico Agnellini from20 Brownstein, Hyatt, Farber & Schreck on behalf21 of the Petitioners.22 As indicated, before you is a petition23 seeking plenary qualification for initial24 casino key employee license for Miss Galle.25 We have reviewed the resolution, have no

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1 ITEM NO. 122 comments, and would ask that you grant -- the3 relief requested be granted.4 Thank you.5 MS. MENDES-FERREIRA: Good morning,6 Chairman and Commissioner Cooper. Camila7 Mendes-Ferreira on behalf of Division of Gaming8 Enforcement.9 The Division has filed its letter report

10 dated June 3rd, 2020, recommending plenary11 casino key employee license -- qualification12 and licensure for Miss Galle to serve in her13 position for the AC licensee and MCE,14 multi-casino endorsement, and a waiver of the15 residency requirement.16 We have also reviewed the draft17 resolution, and we have no objections.18 Thank you.19 CHAIR PLOUSIS: Are there any questions20 for counsel?21 (No response.)22 CHAIR PLOUSIS: Hearing none, is there a23 motion?24 COMMISSIONER COOPER: Mr. Chairman, I25 move to adopt the draft resolution and: A,



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1 ITEM NO. 132 grant an initial casino key employee license to3 Jennifer L. Galle with a multi-casino4 endorsement pursuant to NJSA 5:12-89e, NJSA5 5:12-89b(4) NJAC 19:41A-5.3, and NJSA6 5:12-91.1; and, B, find Miss Galle qualified to7 serve as Regional Vice President of Marketing,8 Corporate, for Harrah's Atlantic City Operating9 Company, LLC, Boardwalk Regency, LLC, and

10 Bally's Park Place, LLC, in accordance with11 NJSA 5:12-85.1c; NJSA 5:12-89b (1) and (2), and12 NJAC 13:69C-2.6 and 2.7.13 CHAIR PLOUSIS: I'll second that motion.14 Any additional discussion?15 (No response.)16 MS. FAUNTLEROY: This is also a roll17 call, Mr. Chairman.18 CHAIR PLOUSIS: Hearing none, roll call,19 then?20 MS. FAUNTLEROY: Commissioner Cooper?21 COMMISSIONER COOPER: Yes.22 MS. FAUNTLEROY: And Chairman Plousis?23 CHAIR PLOUSIS: Yes.24 MS. FAUNTLEROY: Item No. 13 is the25 consideration of the initial casino key

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1 ITEM NO. 132 employee licensure and plenary qualification of3 Melanie R. Gross to serve as Vice President,4 Online Casino and Sports of Caesars Interactive5 Entertainment.6 In this case, Mrs. Gross' request was7 filed by way of a petition on November 20,8 2019, requesting temporary qualification and9 licensure which you considered at your December

10 11, 2019, meeting and granted.11 Counsel is here, and I ask that they12 enter their appearance and proceed.13 MR. AGNELLINI: Good morning, Chairman,14 Commissioner Cooper. Pacifico Agnellini,15 Brownstein, Hyatt, Farber & Schreck on behalf16 of the petitioners.17 As indicated, before you is a petition18 for the plenary qualification and initial19 casino key employee license for Melanie Gross.20 We have reviewed the resolution, have no21 comment, and would ask that you grant the22 relief requested.23 Thank you.24 MS. FAUNTLEROY: Camila? We can't hear25 you. Unmic. Unmute yourself.

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1 ITEM NO. 132 MS. MENDES-FERREIRA: There you go.3 MS. FAUNTLEROY: Okay.4 MS. MENDES-FERREIRA: Did it work?5 MS. FAUNTLEROY: Yes.6 MS. MENDES-FERREIRA: So good morning7 again, Chairman and Commissioner Cooper.8 Camila Mendes-Ferreira on behalf of Division of9 Gaming Enforcement.

10 You have our letter report dated June11 3rd, 2020, recommending the plenary casino key12 employee licensure and plenary qualification13 for Miss Gross to serve as Vice President of14 Online Casino and Sports for CIE and CIE New15 Jersey.16 The Division has also reviewed the draft17 resolution, and we have no objections at this18 time.19 Thank you.20 CHAIR PLOUSIS: Any questions for21 counsel?22 (No response.)23 CHAIR PLOUSIS: Hearing none, is there a24 motion?25 COMMISSIONER COOPER: Mr. Chairman, I

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1 ITEM NO. 132 move to adopt the draft resolution and: A,3 grant an initial casino key employee license to4 Melanie R. Gross pursuant to NJSA 5:12-89e,5 NJAC 19:41A-5.3 and NJSA 5:12-89(b)4 and; B,6 find Ms. Gross qualified to serve as Vice7 President of Online Casino and Sports for8 Caesars Interactive Entertainment, LLC, and9 Caesars Interactive Entertainment New Jersey,

10 LLC, in accordance with NJSA 5:12-85.1c, NJSA11 5:12-89b(1) and (2), and NJAC 13:69C-2.7.12 CHAIR PLOUSIS: I'll second that motion.13 Any further discussion?14 (No response.)15 CHAIR PLOUSIS: Hearing none, roll call16 vote?17 MS. FAUNTLEROY: Commissioner Cooper?18 COMMISSIONER COOPER: Yes.19 MS. FAUNTLEROY: And Chairman Plousis?20 CHAIR PLOUSIS: Yes.21 MS. FAUNTLEROY: Okay. Mr. Chairman,22 the remaining matters, 14 through 18, will be23 addressed as a part of and after the hearing in24 the matter of the Caesars/Eldorado merger. So25 pursuant to discussions preceding this hearing,



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1 ITEM NO. 142 we are asking for a 20-minute recess --3 CHAIR PLOUSIS: All right.4 MS. FAUNTLEROY: -- to reset and prepare5 for those proceedings.6 CHAIR PLOUSIS: So it's approximately7 11:00 now. We'll reconvene at 11:20 today. So8 thank you.9 MS. FAUNTLEROY: Thank you.

10 (A recess was taken from 11:00 to 11:2511 a.m.)12 MS. FAUNTLEROY: Agenda Item 14 is the13 Joint Petition of Caesars Entertainment14 Corporation, CEOC, LLC, Caesars Growth15 Partners, LLC, Caesars Resorts Collections,16 Caesars Interactive Entertainment New Jersey,17 LLC, Harrah's Atlantic City Operating Company,18 LLC, Bally's Park Place, LLC, Boardwalk19 Regency, LLC, Eldorado Resorts, Inc., and Colt20 Merger Sub, Inc., for approval of, (I) the21 merger of Caesars Entertainment Corporation22 with Colt Merger Sub, Inc., and (II), the23 qualification of the new entity and natural24 persons qualifiers and (III), other declaratory25 relief pursuant to NJSA 5:12-1, et seq.

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1 ITEM NO. 142 There also been will be related3 testimony, with respect to that matter relative4 Agenda Item 15, 16, 17, and 18, but I will call5 16, 17, and 18 separately.6 I'm calling for the Joint Petition of7 Boardwalk Regency, LLC, Bally's Park Place,8 LLC, Harrah's Operating Company, LLC, A,9 Eldorado Resorts, Inc., VICI Properties, LLC,

10 Harrah's Atlantic City, LLC, Caesars Atlantic11 City, LLC, and Bally's Atlantic City, LLC, for12 a declaratory ruling pursuant to NJAC13 10:40A-3.7 to determine the licensing status of14 Harrah's Atlantic City, LLC, to serve as the15 landlord of Harrah's Atlantic City Operating16 Company, LLC, approval of the sale of certain17 parcels of real property and the buildings and18 other improvements constructed thereon, an19 approval of the lease as amended by and among20 Harrah's Atlantic City, Caesars Atlantic City,21 LLC, and Bally's Atlantic City, LLC, as22 landlords, and Harrah's OPCO, Boardwalk23 Regency, LLC and Bally's Park Place, LLC, as24 tenants and for additional relief.25 Mr. Chairman?

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1 ITEM NO. 142 CHAIR PLOUSIS: Thank you.3 Counsel could you please enter your name4 into the record for -- in regard to this5 matter.6 MR. SCHRIER: Chairman, Stephen D.7 Schrier with the law firm of Blank Rome, and I8 am here on behalf of Co-Petitioner, Eldorado9 Resorts, Inc. And with me, also on our Zoom is

10 my partner, Holly Eicher.11 CHAIR PLOUSIS: Thank you.12 MR. O'GARA: Mr. Chairman, it's Paul13 O'Gara, Brownstein, Hyatt, Farber Schreck on14 behalf of Caesars tenant corporation and its15 subsidiaries and affiliates. And my partner,16 Pat Agnellini.17 MR. FABIUS: Mr. Chairman, this is18 Michael Fabius at Ballard Spahr, with19 co-counsel Lloyd Levenson and Lynne Kaufman,20 representing the properties will, LLC, and the21 Agenda Item 15.22 CHAIR PLOUSIS: For the Division?23 MS. RICHARDSON: Good morning, Mr.24 Chairman and Commissioner Cooper. Tracy25 Richardson, Deputy Attorney General for the

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1 ITEM NO. 142 Division of Gaming Enforcement.3 CHAIR PLOUSIS: Thank you.4 MS. FAUNTLEROY: Mr. Chairman, before we5 proceed I believe there was an anticipated6 representation with respect to Mr. Levenson7 and -- his representation.8 CHAIR PLOUSIS: Yes.9 MR. LEVENSON: Yes. Yes. Thank you.

10 Mr. Chairman, Commissioner Cooper,11 everyone else. The representation is that our12 law firm, Cooper Levenson, Lynne Kaufman and I13 both represent VICI and Twin River. And we14 represent that we have notified both clients of15 our joint representation, and we have followed16 all the rules of professional responsibility in17 that regard.18 CHAIR PLOUSIS: Thank you.19 Today we are here to consider the joint20 petition of Caesars entities and Eldorado21 Resorts incorporated for the approval of a22 merger and for other related relief. We will23 also be considering a related merger24 transaction between Caesars and Eldorado25 entities and V C REIT involving the sale and



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1 ITEM NO. 142 lease back of Harrah's AC and a determination3 regarding the licensing status of its landlord.4 The remaining items on our agenda also involve5 the same parties and we will address them after6 the conclusion of this hearing. To properly7 evaluate the raised in these matters we will8 take testimony and consider the presentations9 by counsel. Before we begin, I understand

10 there are several exhibits that have been11 premarked for identification. I understand12 that there are also some sealing requests13 pending for both and those items are.14 MS. FAUNTLEROY: Mr. Chairman, we have15 Mr. Nance identify the items first to ensure16 that we all have clarity and we're all on the17 same page.18 CHAIR PLOUSIS: Thank you.19 Daryl?20 MR. NANCE: Chair, Commissioners. The21 premarked exhibits are as follows:22 The Division of Gaming Enforcement23 commit submitted four exhibits premarked as D-124 to D-4.25 D-1 is a report of the Division of

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1 ITEM NO. 142 Gaming Enforcement dated June 20, 2020, on the3 plenary qualification of Eldorado Resorts,4 Inc., as parent owning company of casino5 licensee Atlantic City Corp. PRN 1351803.6 D-2, Dr. Martin K. Perry May 2020 report7 on undue economic concentration analysis8 related to the proposed merger of Eldorado and9 Caesars in Atlantic City, New Jersey.

10 D-3 public redacted executive report to11 Indiana Racing Commission.12 D-4, the Division of Gaming Enforcement13 recommended conditions.14 The Petitioners submitted five exhibits15 premarked as P-1 to P-5:16 P-1, Timothy Watts September 6, 2019,17 Economic Analysis of the Competitive Effects of18 the Proposed Merger of Caesars Entertainment19 Corp. with Eldorado Resorts, Inc., on Atlantic20 City Casino Operations.21 P-2, Dr. Timothy Watts May 13, 2020,22 Analysis of the Proposed Merger of Caesars23 Entertainment Corp. with Eldorado Resorts,24 Inc., and Atlantic City Operations First25 Amendment to Analysis of September 6, 2019.

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1 ITEM NO. 142 P-3, the New Jersey Casino Control3 Commission Exhibits to Testimony of Timothy4 Watts, PhD.5 P-4 is a slide presentation.6 And P-5 is a Trust Agreement between7 Eldorado, Inc., a Nevada corporation, to be8 renamed Caesars Entertainment, Inc., and9 convert to a Delaware limited liability

10 company, Caesars Resort Collections, LLC, a11 Delaware limited liability company, and John J.12 Farmer, Jr., as trustee.13 These are the exhibits.14 CHAIR PLOUSIS: Thank you.15 I understand that there are sealing16 requests pending for both P-5 and D-1 and D-2.17 Does counsel want to be heard?18 MS. FAUNTLEROY: Mr. Chairman, before we19 address the redaction requests, may I just20 please correct the record regarding D-1? I21 believe Mr. Nance referenced the plenary22 qualification report that the Division filed23 regarding Eldorado Resorts when it acquired24 Tropicana. The exhibit for D-1 is the Division25 report on the merger relief petition, which is

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1 ITEM NO. 142 PRN 2481902.3 Thank you.4 (Conferring.)5 MS. FAUNTLEROY: Yes. And that is dated6 June 20, 2020. That was a typo, Miss7 Richardson.8 MR. SCHRIER: Yes. Thank you.9 MS. FAUNTLEROY: You want us to read the

10 full report in? You want the full title in the11 record?12 MS. RICHARDSON: Sure. Please go ahead.13 MS. FAUNTLEROY: Okay. Go ahead, Daryl.14 MR. NANCE: D-1, Report to the Casino15 Control Commission on the Petition of Caesars16 Entertainment Corporation, LLC, Caesars Growth17 Partners, LLC, Caesars Resorts Collections,18 LLC, Caesars Interactive Entertainment, LLC,19 Bally's Park Place, LLC, Boardwalk Regency,20 LLC, Harrah's Atlantic City Operating Company,21 LLC, Eldorado Resorts, Inc., and Colt Merger,22 Sub, Inc., for approval of the merger of23 Caesars Entertainment Corporation with Colt24 Merger Sub, Inc., and related relief, PRN25 2481902.



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1 ITEM NO. 142 CHAIR PLOUSIS: Mr. Schrier, did you3 have any adjustments, or you're there with your4 exhibits?5 MR. SCHRIER: Those are the exhibits6 that we intend to introduce, Mr. Chairman. I7 will add that we filed a request to seal8 certain of those documents, and we've9 communicated with the Division about that

10 request.11 That request involves what is marked as12 D-1, which is the Division's report that we13 just spoke about and also P-5, which is the14 Trust Agreement. And as part of our request to15 seal, we have indicated that the Division has16 consented to the redactions that we've17 requested with regard to those two, and we do18 not seek any redactions to any of the other19 documents that we are introducing in this20 proceeding.21 MR. SCHRIER:22 CHAIR PLOUSIS: Thank you.23 Commissioners, are there any questions24 regarding the sealing request?25 MS. FAUNTLEROY: Mr. -- the Division,

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1 ITEM NO. 142 Mr. Chairman.3 CHAIR PLOUSIS: Oh, I'm sorry. Tracy?4 MS. RICHARDSON: Thank you, Mr.5 Chairman.6 Regarding D-1, the Division consents to7 the reactions that were requested. Regarding8 P-5, I believe that the Division also does9 consent to those redactions, which are minimal,

10 to protect the trustee's compensation amounts.11 I would just note for the record that12 that document is still being reviewed as of13 this morning. So while I believe there is no14 objection to the redactions, I just would like15 to reserve if we need to make any corrections16 to that, please.17 CHAIR PLOUSIS: Okay. Commissioners any18 questions regarding the sealing request?19 COMMISSIONER COOPER: It is fine. Thank20 you.21 CHAIR PLOUSIS: Hearing none, if there's22 nothing further, I move exhibits P-3 through23 P-5 and D-1 through D-4.24 MS. FAUNTLEROY: P-1 through P-5.25 CHAIR PLOUSIS: Enter into evidence.

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1 ITEM NO. 142 For any pending any granting petitioners3 sealing request with respect to P-5 and D-1 and4 the Division's sealing request for -- with5 respect to D-2; is that correct?6 MS. FAUNTLEROY: I would just make a7 notation, Mr. Chairman, subject to a8 reservation with respect to a final review of9 P-5 per the Division's request. So the

10 clarification would be that the exhibits being11 moved would be P-1 through five, D-1 through12 D-4 with a sealing request with respect to P-513 and D-1 and D-2 with a reservation for further14 review of P-5.15 CHAIR PLOUSIS: Thank you.16 Any further clarification by counsel?17 CHAIR PLOUSIS: Hearing none, is there a18 motion?19 COMMISSIONER COOPER: I'll make that20 motion.21 CHAIR PLOUSIS: I'll second that.22 Any further discussion?23 (No response.)24 CHAIR PLOUSIS: Hearing none, all in25 favor, say aye?

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1 ITEM NO. 142 (Ayes.)3 CHAIR PLOUSIS: Are there any other4 procedural matters that should be brought to5 our attention at this time?6 MR. SCHRIER: None from the Petitioner,7 Mr. Chairman.8 MS. RICHARDSON: No. Thank you, Mr.9 Chairman.

10 CHAIR PLOUSIS: Hearing none, we are set11 for opening statement, which the parties may12 waive and elect instead to proceed directly to13 testimony.14 Counsel, what is your preference, Mr.15 Schrier?16 MR. SCHRIER: I'd like to have a short17 opening statement, Mr. Chairman. So I will18 proceed with that if that's okay.19 CHAIR PLOUSIS: Continue.20 MR. SCHRIER: Thank you. Good morning.21 We appreciate the opportunity to be with you22 today, and we're thankful that all of us are23 healthy and able to participate remotely.24 I'd like to introduce the Eldorado25 Resorts representatives who are on this zoom



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1 ITEM NO. 142 with us today, many of whom will testify before3 you. I understand that Gary Carano is with us.4 He is the Chairman of the Board of Eldorado5 Resorts. Tom Reeg, who is the Chief Executive6 Officer. Bret Yunker, who is the Chief7 Financial Officer, Anthony Carano, who is8 President and Chief Operating Officer.9 Stephanie Lepori, who is the Chief

10 Administrative and Accounting Officer, and11 Steve Callender, who is the Regional President12 of Eldorado Resorts.13 Also part of our group will be Dr.14 Timothy Watts, who is the Managing Director of15 the National Economic Research Associates, and16 we will be hearing from him tomorrow.17 And I also would note that John J.18 Farmer, Jr., is the proposed trustee for the19 capital expenditures trust that you will hear20 about in the testimony.21 So we're here today on behalf of two22 very well-known publicly traded companies in23 the gaming industry, Eldorado Resorts and24 Caesars Entertainment Corporation Corp. Both25 of these copies are known to the Commission and

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1 ITEM NO. 142 Atlantic City and both are fully qualified as3 holding companies of Atlantic City casino4 licensees.5 Eldorado as you know, owns Tropicana.6 And Caesars Entertainment Corp. owns Harrah's,7 Caesars, and Bally's. Caesars also owns a8 company known as Caesars Interactive9 Entertainment New Jersey, LLC, which is a

10 casino licensee as well and is involved in11 internet gaming.12 A little over a year ago, on June 24th,13 2019, Eldorado and Caesars entered into an14 Agreement and Plan of Merger. And pursuant to15 that, Eldorado will acquire Caesars16 Entertainment Corporation through a special17 purpose entity called Colt Merger Sub, which18 will be merged out of existence resulting in19 Caesars Entertainment Corporation becoming a20 wholly owned subsidiary of Eldorado. There21 will be a series of additional steps and22 restructuring of the intermediary Caesars23 entities in order to complete the merger, and24 the Caesars entities that will be restructured25 are all currently qualified as holding

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1 ITEM NO. 142 companies by the Commission.3 Once the merger is completed, Caesars4 Entertainment Corporation will remain a5 qualified holding company of three of the6 Atlantic City casino licensees and Caesars7 Interactive. Further to that end, Eldorado,8 which is a Nevada corporation, will convert to9 a Delaware corporation and will adopt the name

10 Caesars Entertainment, Incorporated, which we11 are calling New Caesars. As a result, New12 Caesars will become the ultimate parent holding13 company of casino licensees Harrah's, Boardwalk14 Regency known as Caesars, Bally's, Caesars15 Interactive, and Tropicana Atlantic City.16 Another critical component of how this17 merger will take place involves a second18 agreement that was entered into on the same19 day, June 24th, 2019, between Eldorado and20 VICI. That is a real estate investment trust.21 That agreement called the Master Transaction22 Agreement provides for a series of transactions23 whereby VICI will exercise rights that it has24 with Caesars to acquire the underlying assets25 of Harrah's Atlantic City, Harrah's Laughlin,

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1 ITEM NO. 142 Nevada, and Harrah's, New Orleans, and lease3 that property back to New Caesars under triple4 net leases. The master lease will be amended5 to add these properties, assuming that the6 Commission approves the sale and lease back,7 and will contain exactly the same required8 provisions of the Act that pertain currently to9 Bally's and Caesars in the Atlantic City which

10 were approved after the Caesars bankruptcy by11 this Commission.12 The purchase price for the Harrah's13 Atlantic City land is approximately $60014 million. With the other lease modifications15 outlined in that master transaction agreement16 with VICI and the proceeds from the sale of17 Harrah's, approximately $3.2 billion will be18 generated to fund the merger. As set forth in19 our petition, co-petitioners Caesars and20 Eldorado are about before you today to seek21 approval of this merger. The parties have22 obtained approval of over 20 gaming boards23 since the deal was announced. And this is the24 last approval that they need to obtain.25 The Division of Gaming Enforcement has



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1 ITEM NO. 142 put in enormous time and effort and generated a3 substantial report on the transaction. We4 greatly appreciate their efforts and their5 insights, and we have tried very hard to6 address their issues and concerns raised in7 their report.8 We are in unusual times and as you all9 know there are still uncertainties in our

10 future. But I submit to you that when you hear11 the testimony and review the evidence that we12 will present to you, one thing will seem13 certain. Which is that the combination of14 these two unique companies will create a15 stronger and more resilient company than they16 would be alone and with the commitments being17 made and solidly backstopped by New Caesars,18 benefits to Atlantic City will be very19 substantial and will allow Atlantic City to20 remain a highly competitive and desirable21 gaming destination.22 You have heard from Ms. Fauntleroy that23 there are five petitions pending and relating24 to this transaction, and they are noted on your25 agenda as Items 14 through 18.

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1 ITEM NO. 142 We have several witnesses who will3 provide testimony in support of this4 transaction. The goals of their testimony are5 fourfold: First to explain the transaction6 itself and the details of that process; second,7 to give you an overview of New Caesars and its8 operating expectations; third, to address the9 questions raised by the Division of Gaming

10 Enforcement in its report, including the issue11 of economic concentration under Section 82 of12 the Casino Control Act; and, fourth, to confirm13 the very substantial commitments that have been14 made by New Caesars in order to assure the15 Commission and the Division that this merger is16 appropriate and beneficial to Atlantic City17 both from a business perspective and a legal18 perspective.19 Thank you.20 CHAIR PLOUSIS: Miss Richardson?21 MS. RICHARDSON: Thank you, Chairman.22 As you said, today the Commission is23 considering the request of Eldorado Resorts24 Inc., which I'll refer to as either Eldorado or25 ERI, and Caesars Entertainment Corporation

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1 ITEM NO. 142 referred to as Caesars or CEC, to approve a3 merger. ERI and CEC have also submitted4 requests for other relief which may be needed5 in connection with or as a result of the merger6 if it is approved. The merger transactions --7 if you determine they should be approved will8 result in the largest United States gaming9 company relative to the number of properties

10 owned, operated, and managed.11 Since the merger was announced in late12 June 2019, the Division has undertaken13 extraordinary efforts to complete its14 investigation of these matters resulting in a15 comprehensive 118 page report dated June 30th,16 2020, which has been filed with the Commission17 and is now D-1 in evidence.18 The Division also retained an expert,19 Dr. Martin K. Perry, to conduct an undue20 economic concentration analysis and to complete21 a report. And Dr. Perry's May 27, 2020, report22 has also been filed with the Commission and is23 now D-2 in evidence. Dr. Perry will further24 provide testimony regarding his report.25 The Division's report does not include a

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1 ITEM NO. 142 recommendation regarding whether the merger3 should be approved but rather highlight its4 critical areas of concern that the Division5 submits the Commission must consider in6 evaluating whether the merger relief should be7 granted.8 In particular, the Division has9 addressed undue economic concentration, capital

10 expenditure commitments, the potential impact11 of proposed cost can you tell us and12 consolidation measures, staffing levels at the13 Atlantic City properties, restrictive14 covenants, and the operating and ownership15 structures of the CEC Atlantic City properties16 of Bally's, Caesars, and Harrah's.17 Most importantly, the Division's report18 includes a thorough and detailed financial19 review and analysis setting forth not only its20 evaluation of the above critical areas in the21 context of size and scope of this merger, but22 also of a primary criterion that must be23 satisfied, financial stability.24 At no time has the Division evaluated a25 transaction like this in the history of gaming



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1 ITEM NO. 142 in Atlantic City.3 The usual evaluation and analysis points4 of reviewing historical operating results, key5 assumptions and capital expenditure plans,6 available financial flexibility in the event7 that cash flows fall short of expectations8 simply could not be undertaken in this matter9 with any degree of certainty or confidence.

10 The current environment created circumstances11 surrounding the financial results of this12 proposed merger that cannot be accurately13 predicted at this time.14 On all of these noted critical areas,15 the Division looks toward testimony from16 Eldorado to address these matters. Pending the17 presentation of that testimony, for the18 Commission's reference the Division has19 prepared a list of conditions which have been20 marked in evidence as Exhibit D-4. If the21 Commission, after receiving and reviewing all22 of the information which will be presented,23 determines that the merger should be approved,24 the Division's list of conditions presents what25 it believes are the requirements, which at a

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1 ITEM NO. 142 minimum, must be imposed in order to ensure3 close and continued financial monitoring of the4 proposed new entity, Caesars Entertainment,5 Inc., which will be referred to as New Caesars,6 ensure robust capital investment in Atlantic7 City, monitor staffing levels, evaluate the8 impact of any proposed cost cuts and9 consolidation measures in relation to the

10 Atlantic City properties, remove barriers to11 entry to maintain competition, and require12 Eldorado as New Caesars to adhere to certain13 commitments that have been made.14 Thank you.15 CHAIR PLOUSIS: Mr. Schrier, please call16 your first witness.17 MR. SCHRIER: I was on mute. Apologies,18 Mr. Chairman.19 Eldorado will call Thomas Reeg.20 And I just want to make sure our slide21 deck is able to be loaded if we could try that.22 Mr. Reeg are you able to see that?23 MR. REEG: It's very small, but I spent24 enough time with it that I think I can speak to25 it.

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1 ITEM NO. 14 - REEG2 MR. SCHRIER: Yeah. For some reason I'm3 not able to pin the larger screen up. Ah.4 There with go.5 CHAIR PLOUSIS: Mr. Nance, can you swear6 in Mr. Reeg, please.7 T H O M A S R . R E E G , having been first duly8 sworn remotely, testified as follows:9 MR. NANCE: Please state your name for

10 the record.11 THE WITNESS: Thomas Robert Reeg.12 MR. NANCE: Thank you.13 DIRECT EXAMINATION BY MR. SCHRIER:14 Q. Good morning, Mr. Reeg.15 A. Good morning.16 Q. Will you tell the Commission what your17 title is with Eldorado Resorts?18 A. I'm the Chief Executive Officer of19 Eldorado and would continue in that role with New20 Caesars.21 Q. So once the merger is completed, you22 will be the CEO of New Caesars?23 A. Correct.24 Q. Can you please provide some background25 on yourself and your responsibilities as the CEO?

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1 ITEM NO. 14 - REEG2 A. Absolutely. And I'd start by echoing3 Mr. Schrier's comments thanking you for considering4 this matter today and for all of the work that the DGE5 put in and staff. It's been an extraordinary period6 of time.7 My background is financial. I graduated8 college in 1993 from Notre Dame, went into the9 financial services business, worked on the sales side

10 of that business from 1993 until 2002. And then went11 into the investment management business from 2002 to12 2010. During that time I had coverage of the gaming13 sector throughout. So go back to the early '90s in14 the gaming sector both from a banking perspective and15 from an investment perspective.16 In 1996, I met the Carano family when we17 were raising senior subordinated debt issuance for18 them while I was at Bank of America. And that19 relationship -- maintained that relationship from that20 time in 2005. I was a distressed investor at AIG.21 And orchestrated an auction process for an asset in22 Shreveport, Louisiana, which became Eldorado's first23 asset outside of the state of Nevada and outside of24 Reno as a market.25 And then in late 2010, I



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1 ITEM NO. 14 - REEG2 discussed joining -- I'm sorry. Post that Shreveport3 acquisition 2007, I joined the board of the private4 Eldorado Resorts, LLC, and I've been on that board5 through its iteration today and remain on the board of6 Eldorado, will be a board member of New Caesars as7 well.8 In late 2010, I spoke to Don Carano and9 Gary Carano about joining Eldorado full time in a

10 permanent role with a strategic focus on driving the11 casino entity into the public markets. I joined as12 Senior Vice President of Strategic Development in13 early 2011, put together -- obviously with a lot of14 help -- the initial merger into MTR Gaming which was15 an existing public company in 2014.16 At that point I became president of17 Eldorado Resorts, Inc., which would became the public18 company that survived that merger. I then was working19 strategically on subsequent transactions that included20 the purchase of Isle of Capri Casinos, Incorporated,21 the Grand Victoria asset from the Elgin Riverboat22 partnership, the Tropicana Entertainment transaction23 which brought us into Atlantic City, and then the24 Caesars transaction that's before the Commission25 today.

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1 ITEM NO. 14 - REEG2 Q. Thank you.3 In June of 2019, you appeared before the4 Commission here pertaining to Eldorado receiving its5 plenary casino license qualification, via holding6 company and owning the Tropicana Atlantic City. Soon7 thereafter the company entered into agreements to8 merge with Caesars Entertainment. I'm wondering if9 you could please provide the Commissioners with the

10 background on that transaction?11 MR. SCHRIER: If you could flip the12 slide. Thank you.13 A. Sure. So we -- in June of 2018 -- or14 I'm sorry. In August of 2018 Caesars had reported a15 quarter that was not well received by the investment16 community. We had relationships with investors in17 Caesars that had expressed their dissatisfaction of18 the direction of Caesars and encouraged us to reach19 out to the company and see if there was a transaction20 to be put together with Caesars.21 I -- we knew multiple board members of22 Caesars and reached out through them to discuss a23 potential merger transaction. There were brief24 discussions at that point that were subsequently25 shelved when Caesars' board told us that they were not

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1 ITEM NO. 14 - REEG2 interested in pursuing a transaction at that time.3 Subsequent to that, there were press4 reports of Carl Icahn accumulating a position in5 Caesars. We had done the Tropicana Entertainment6 transaction with Mr. Icahn. At a dinner post that7 transaction with Mr. Icahn we had briefly discussed8 the possibility of Caesars ultimately being merged9 into Eldorado, but it was really just a passing

10 conversation at that point.11 Once the press reports became public on12 Mr. Icahn's position, we reached out to Mr. Icahn and13 his group to discuss a potential merger, reiterate our14 interest in a transaction. Mr. Icahn was publicly15 urging the Caesars board to pursue strategic16 alternatives, including a potential merger. And we17 entered into those discussions in the first quarter of18 2019.19 Those discussions were ongoing for many20 months, and given the size of Caesars, it -- there was21 really no alternative for Caesars to sell themselves22 for cash. It would have -- they would -- in any23 buyer's bid, they were going to be required to take24 equity of the combined company. And I -- I know that25 as we've gone through this process, the ability of

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1 ITEM NO. 14 - REEG2 management team to take on an acquisition of this size3 is of paramount importance.4 You know, I would weave this into5 further testimony, but the first point I would make6 there is Mr. Icahn, who has a long history in Atlantic7 City and is renowned and legendary as an astute8 investor, who is willing and was willing to take9 equity in the combined company given his confidence in

10 our ability to manage the combined entity.11 Those transaction discussions concluded12 in the middle of June of last year, as you said,13 shortly after I was in front of -- we were in front of14 Atlantic City for our licensing. And on June 24th, we15 announced the transaction that's before the Commission16 today.17 Q. Have you reviewed the Division's report18 in this matter?19 A. I have.20 Q. Can you tell the Commissioners --21 MR. SCHRIER: If we could flip the22 slide, please.23 Q. -- what made this deal attractive to24 Eldorado?25 A. Right. From -- so from the outside, we



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1 ITEM NO. 14 - REEG2 have been -- have done, as I said, a number of3 transactions. And we believe that the casino business4 is best managed in a decentralized fashion where the5 operating teams closest to your customers are making6 most of the operating decisions based on framework7 that you set out for them rather than a command and8 control structure from a centralized organization9 that, in many cases, is thousands of miles away from

10 the customer. So that has been a theme of what we11 have done over the years in terms of putting companies12 together.13 Caesars had developed over the last14 several years a -- the opposite structure, a highly15 centralized structure, based in Nevada that, in our16 view, led to inefficiencies cease in operations,17 excess costs in the business that are kind of what I18 would call traditional focus of M&A.19 The unique piece of Caesars is they have20 a history as a legendary brand in the business in any21 number of areas. But kind of the gold standard in the22 past from a brand standpoint. The fact that they were23 potentially available and the Caesars Rewards program24 for customer retention and development is unmatched in25 the business. We had long admired it from afar. All

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1 ITEM NO. 14 - REEG2 of us in this sector have players club programs that3 link properties throughout their system. We are among4 them. Nobody in this business has the cross market5 play that Caesars has generated and demonstrated over6 the years.7 So those were the key pieces that were8 appealing to us in the transaction and remain9 appealing to us today.

10 Q. And as part of that transaction, how did11 you view Atlantic City fitting into that rationale?12 A. As the Commission notes, we came into13 Atlantic City at a time when others were questioning,14 is this a market that you would like to come into,15 given all the competition that opened on the Eastern16 Seaboard? But we look to the history and the strength17 of Atlantic City as positive. And we've had a18 positive experience with Tropicana since we've opened,19 despite the additional competition added by Hard Rock20 and the reopening of Ocean, we've been able to hold21 our own through that.22 And, you know, we think that -- we know23 that when we acquire Caesars, in addition to the24 positive attributes that I was talking about earlier25 and the fantastic management talent that we're going

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1 ITEM NO. 14 - REEG2 to add throughout the company, we -- we acquire their3 negatives as well. And the performance in Atlantic4 City, we were -- we were viewing from afar was not5 keeping up with the rest of the market. We think6 there is opportunity, and we are willing to invest7 capital that will be discussed in greater detail8 later, to bring these properties back to where they9 need to be from a competitive standpoint.

10 But Atlantic City is going to be a11 significant piece of this combined company. On an12 EBITDAR basis, Atlantic City should be north of $20013 million of EBITDAR in a company that will do, you14 know, approaching 4 billion. But that's across over15 50 properties across the country. So New Jersey will16 be an important market for us. And we're excited to17 become more involved through this acquisition.18 Q. Mr. Reeg, when this deal was announced19 in June, things were a bit different than they are20 today. How do you see the transaction today in light21 of some of the events that are occurring with the22 pandemic, for example? Is it still an attractive23 proposition?24 A. And that was a key question for us in25 the -- over the last several months. This -- this

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1 ITEM NO. 14 - REEG2 crisis has been -- I don't know have to tell members3 of the Commissioner that this crisis has been4 extraordinary. But from a business standpoint, this5 has been the most trying time to run a casino company6 in the over 25 years that I've been involved around7 this business.8 We were making decisions that you never9 dreamed you would make. If -- you know, when you talk

10 about the size of this company, this combined company11 has closed and then reopened 50 properties -- more12 than 50 properties over the past three months. We13 furloughed close to 95 percent of employees during14 those closings. We made decisions on how you would15 treat employees in terms of pay that, while they were16 out of work, bringing them back, dealing with17 benefits. And at the same time, we were close to18 closing this acquisition. This -- we were likely a19 month from being in front of most of the commissions20 that we've been in front of recently to reach final21 approvals as COVID spread across the country.22 And it was clear to us at that time that23 all of the opportunity that we saw within Caesars when24 we underwrote the transaction was still there, and it25 became a question of, can you get to that point? And



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1 ITEM NO. 14 - REEG2 the key to that was can you bridge that financially?3 And how long is that bridge?4 When we put forth our April 30th5 projections that are a part of the record now, we6 were, as it turned out, conservative relative to what7 has happened since reopening. But it was important to8 us to put numbers in that reflected a scenario that9 was clearly a test but represented what could happen

10 as we went through reopening. We're pleased to report11 that we've out performed those numbers. But as we12 looked at the numbers and looked at what we could do13 financially, it was clear that we needed to continue14 forward with this transaction, with the expectation15 that the benefits may be shifted out a few months, but16 that they were still available to us.17 But again on the that, the point of18 management, we had a lot of wood to chop after that19 decision was made. We had -- we still had to get20 through the FTC process. And we had to sell a21 particular asset in Lake Tahoe effectively three22 different times through this process. We had a buyer23 who at the eleventh hour walked away. We had another24 buyer that the FTC raised doubts about. And we25 ultimately moved to Twin River as a buyer of that

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1 ITEM NO. 14 - REEG2 asset. That transaction was struck when there was not3 a casino open in this country. So to sell an asset in4 that time was an extraordinary effort by this5 management team.6 We then had to start to reopen these7 properties. We had to reopen more than 50 properties8 across the two companies. We were doing this when9 we're dealing with COVID from a business perspective,

10 and there are members of the senior management team11 that were dealing with COVID in their homes at this12 time. So this was an extraordinary lift on both13 sides.14 We then had to go to the financial15 markets. And we had put forward financial structure16 in June of 2019 that obviously did not contemplate a17 three-month shut down between signing and closing. We18 were able, through the efforts of the entire19 management team, but particular efforts of Mr. Yunker,20 who the Commission will hear from shortly, to raise21 over $8 million of financing in a period of time when22 assets had been opened for a handful of weeks. And to23 put us in a financial position that looks very similar24 to what was presented to this Commission and presented25 to the investment community in June of '19.

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1 ITEM NO. 14 - REEG2 And then finally, we had to reopen these3 properties across the country with varying4 restrictions, develop a health and safety program with5 the help of medical experts that were on our payroll6 on both sides. And with all of that going on, we've7 generated results on a consolidated basis on the8 year-over-year comparison from reopening to now that's9 effectively flat to the prior year's results. So it's

10 an extraordinary testament to the combined management11 team that's coming together here that we're able to12 work through this and get to this point today.13 Q. Yeah. So, as was noted, this is the14 largest gaming company transaction in history. Could15 you describe to the Commission the basic terms of the16 transaction?17 A. Yes. So we are acquiring Caesars for a18 combination of cash and stock, $8.40 per share in19 cash. The remainder in stock. There has been some20 ticking -- ticking fee, I'm sorry -- that has accrued21 in the interim that will be paid in cash in closing as22 well.23 The combined -- excuse me for a minute.24 I'm going to pull this up on my screen so I can see25 the numbers in front of me. I apologize. So it's

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1 ITEM NO. 14 - REEG2 8.70 of cash, 3.60 per share of equity, the aggregate3 cash consideration is approximately seven and-a-half4 billion dollars. $3.2 billion of that cash is part of5 the master transaction agreement in connection with --6 I'm sorry -- it's in connection with the VICI master7 transaction agreement. We will issue over 77 million8 shares of stock to Caesars investors. That's over $39 billion of equity value. Coupled with our $800

10 million equity offering that was priced and closed in11 June. That's nearly $4 billion of equity coming into12 this transaction. That's the largest equity issuance13 in connection with any previous gaming merger by a14 wide margin.15 You know, Bret and I come from the fixed16 income background in investing and banking. We17 understand the importance of balance sheet. And18 there's going to be a great deal of discussion of that19 in the testimony. And there is understandably a great20 deal of focus in the DGE report there. But we feel21 we've built a balance sheet that has proven can22 withstand a crisis but is built to withstand a further23 crisis should one arise.24 Eldorado is expected to own 56 percent25 of the merged company, and we will change our name, as



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1 ITEM NO. 14 - REEG2 was disclosed before, to Caesars Entertainment which3 is a clear indication of our view of the power of the4 Caesars brand.5 Q. All right. So as of today, where is the6 company in respect for closing and approvals of this7 transaction?8 MR. SCHRIER: If you could put up the9 slide, please.

10 A. Yes. From an approval standpoint, we11 received Nevada approval last week, Indiana Gaming12 Commission approval last week as well. And Indiana13 Horse Racing Commission this past Monday. So that the14 only required regulatory approval that remains in15 front of us is the hearings this week in front of the16 New Jersey Casino Control Commission. All of the17 financing is in place. All of the cash, both the cash18 on our side and the cash that VICI will fund as part19 of the transaction, is currently in escrow. The20 leadership team and the new board of directors are21 confirmed. There are at least six board members from22 Eldorado, five members from the Caesars side.23 Operating integration that Anthony will go through as24 well ahead of prior transactions. That's a silver25 lining of the extra time that we've had, is we've had

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1 ITEM NO. 14 - REEG2 a lot of time to put forth or put together plans to3 hit the ground running on day one.4 As I said, cash flows are well in excess5 of what was presented to the Board -- to the6 Commission and the DGE on April 30th. We have an7 agreement in place -- or Caesars has an agreement in8 place to sell Bally's to Twin River. Twin River is9 working through the regulatory process in New Jersey.

10 And we're hopeful that will close by year end.11 And Miss Richardson spoke of the12 conditions that were noted in the DGE report, and13 we -- we are prepared to agree to all of the14 conditions that are listed in that report.15 Q. Mr. Reeg, if I could just refer you back16 to the corporate leadership team?17 MR. SCHRIER: If we can flip she's18 slides to the back two pages, 38 and 39 for the19 Commission to review.20 Q. Can you just briefly describe what this21 structure looks like and how it was created for New22 Caesars?23 A. Yes. As in our prior acquisitions, we24 expect to find significant management talent in the25 target company. And Caesars was no exception. In

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1 ITEM NO. 14 - REEG2 fact, they are exceptional in that area. And you can3 see there are areas of the company where -- for the4 Commissioners benefit the blue colored boxes are5 Caesars employees that are filling those management6 positions. And the black boxes are existing Eldorado.7 So you can see that we are bringing a lot of8 management talent in from Caesars.9 Particularly in key areas where they are

10 extraordinary strong. I also mentioned Caesars11 Rewards. Their program there is unmatched in the12 space. We're bringing that team into our13 organization. Caesars has a very well developed14 compliance and AML function that we are going to go15 with as we move forward as a combined company.16 Caesars has a very well developed17 corporate social responsibility area that was headed18 by Jan Jones Blackhurst the who is now a member of the19 Caesars board and will be a member of the combined20 board. And Jan will chair a new corporate21 responsibility committee at the board level. Miss22 Lepori's testimony will go into greater detail here.23 You know, I am pleased personally to24 report that Tony Rodio, the existing CEO of Caesars25 Entertainment and former CEO of Tropicana

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1 ITEM NO. 14 - REEG2 Entertainment is going to remain with the company in a3 strategic advisory role to me. And chief among his4 responsibilities is going to be to develop and5 implement the capital expenditure program that we're6 going through here today.7 Tony's experience in the Atlantic City8 market is substantial. I know that he's very familiar9 to both the DGE and the Commission. And we are

10 thrilled that he will be involved and will be a chief11 principal in developing and implementing our program12 in Atlantic City from a capital perspective as we move13 forward.14 Q. Thank you, Mr. Reeg.15 And just to confirm what I think you16 said previously, you've read all of the 40 conditions17 that have been marked into evidence in this matter by18 the Division and on behalf of Eldorado and New19 Caesars, of which you will be the CEO, you agree to20 abide by those conditions?21 A. Absolutely. As I said, I -- we22 understand that we acquire the positives and negatives23 of Caesars. And we know that Atlantic City and New24 Jersey have had some difficulties with a lack of25 investment from Caesars chiefly in the past. And, you



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1 ITEM NO. 14 - REEG2 know, we understand why the conditions are there, and3 we are absolutely committed to agreeing to abide by4 them.5 Q. Thank you.6 MR. SCHRIER: That's all I have Mr.7 Chairman.8 CHAIR PLOUSIS: Thank you.9 (Conferring.)

10 CHAIR PLOUSIS: Miss Richardson?11 MS. RICHARDSON: Thank you, chairman.12 CROSS-EXAMINATION BY MS. RICHARDSON:13 Q. Good afternoon, Mr. Reeg.14 A. Hi.15 Q. You mentioned earlier about Carl Icahn16 and collaboration with him to reach this merger deal17 back in 2019. What, to your knowledge, is his18 percentage ownership of Caesars Entertainment19 currently?20 A. I believe his direct ownership is just21 under 19 percent. And his ownership through forwards22 and options goes in excess of 30 percent.23 Q. And what would you estimate his24 ownership through himself personally and his25 affiliated companies to be after the merger if it's

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1 ITEM NO. 14 - REEG2 approved?3 A. I believe he will end up in the 104 percent area or -- or greater and our largest single5 shareholder.6 Q. When you were discussing the7 organization of the combined company, you mentioned8 specifically Caesars' AML program, which the Division9 is familiar with. And you said also that that program

10 is intended to be kept by New Caesars if it is a11 combined company?12 A. Correct.13 Q. And the Division did consider that14 program, and still does, to be robust and very staffed15 and an important area. So essentially are you saying16 that you intend to keep the program as it exists under17 Caesars?18 A. Yes.19 Q. Can you discuss the transaction and20 integration plans with Eldorado and Caesars being21 corporations with somewhat different corporate22 operating strategies. If the merger is approved, what23 challenges do you see with melding these two companies24 into a unified entity?25 A. Well, you have -- and what I would start

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1 ITEM NO. 14 - REEG2 by saying is Caesars used to operate the way that we3 operate back in the Harrah's Entertainment days when4 Phil Satre was in my seat with Harrah's. Their5 operating philosophy was very similar to ours in terms6 of empowering the local level and running the company7 in a decentralized fashion. It's really over the past8 ten years that this central -- and the last five years9 in particular -- that the centralized infrastructure

10 was built up.11 So there is a cultural change that's12 going to take place here. There are a lot of13 management leaders, particularly at the local level,14 that go back to the Phil Satre days and really have15 been waiting to be re-empowered as we've -- as they've16 gone about their operating careers. So we see a great17 deal of excitement at the local level that they will18 have had their hands untied to operate more as they19 would see fit at the local level.20 But there -- I don't want to minimize21 that there is going to be a cultural transaction,22 particularly at the corporate level. We have --23 we've -- during this process, particularly because of24 what happened with the pandemic and the merger25 agreements that we've had to live under from an

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1 ITEM NO. 14 - REEG2 operating perspective, we've gotten a crystal clear3 view into the bureaucracy see that exists within4 Caesars. And to dismantle that is not going to be a5 simple day one, just snap your fingers. It's going to6 be an education process, and this is how we do7 business.8 And this is what we have done in prior9 acquisitions. This is certainly a larger acquisition.

10 But we have, you know, buy-in from the senior11 leadership team on both sides. And we're -- I'm not12 going to stand in front of you and say that we don't13 expect any hiccups along the way. But we are14 confidant that we can demonstrate -- that we can15 deliver the similar results that we've delivered in16 past acquisitions, you know, demonstrated track record17 over the past six or seven years.18 Q. And if the merger is approved, Eldorado19 essentially would be operating as mostly a regional20 operator. You'd be acquiring certain Caesars21 properties which are more of destination resorts.22 Under the current conditions with the COVID-19 health23 crisis, how do you feel about the company going24 forward being positioned with this mix and, you know,25 customer -- certain reluctancies and travel, et



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1 ITEM NO. 14 - REEG2 cetera?3 A. Yes. I think that's the argument for4 diversification. We have our own destination markets5 in Atlantic City at the Trop currently and in Reno.6 And what we're experiencing today is the weekend7 activity is robust but midweek activity is soft. And8 that's true of Caesars in Las Vegas as well. On a9 combined basis, we'll have about 60 percent regional

10 operations, about 40 percent Las Vegas. And what's11 happening now is the performance of the regional12 destin -- or the regional properties are far stronger13 than anyone anticipated, including us. And the14 strength in those regional properties are offsetting15 the weakness in Las Vegas Strip, Reno, New Orleans,16 and Atlantic City that is seen throughout the two17 portfolios. And we're ending up in a position where18 the operating results are, from a cash flow19 perspective, is almost flat in a year-over-year basis.20 And, you know, you have projections in front of us21 that for this current quarter I think we're showings22 60 percent drop in EBIDTA. So the diversification23 that has -- that this transaction brings, you're24 seeing the benefits in real time today.25 Q. And turning to others here, you're aware

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1 ITEM NO. 14 - REEG2 that subsidiaries of CEC are parties to a master lease3 with subsidiaries of the two properties; is that4 correct?5 A. Correct.6 Q. And VICI Properties is a real estate7 investment trust, or a REIT as it's commonly known?8 A. That's correct.9 Q. And Bally's and Caesars in Atlantic City

10 are subject to that lease and under the REIT11 arrangement?12 A. Correct.13 Q. And are you aware that this Commission14 approved the bankruptcy construction and REIT15 arrangement when Caesars Entertainment Operating16 Company completed its reorganization?17 A. I'm aware.18 Q. And are you also aware that at that time19 a condition was imposed that the call right applicable20 to Harrah's Atlantic City could not be exercised21 through a sales process without regulatory approvals?22 A. Correct.23 Q. And as part of this merger, CEC has24 entered into an agreement for the sale of Harrah's25 real estate assets to VICI REIT, and that sale

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1 ITEM NO. 14 - REEG2 approval is being sought now?3 A. It is.4 Q. And there's a value of 600 million in5 proceeds that's attributable to Harrah's Atlantic City6 in connection with the overall sale of other three7 Harrah's properties, real estate assets, to VICI; is8 that correct?9 A. That is correct.

10 Q. And that 600 million is vital to the11 funds required to complete the merger process?12 A. Correct.13 Q. Aside from using the sale proceeds from14 Harrah's Atlantic City potentially as a funding source15 to complete these transaction if they are approved by16 the Commission, how does that sale benefit operations17 or the Atlantic City market?18 A. So, we view REITs as -- REIT financing19 as just another financing tool. We don't operate or20 invest in properties differently relative to whether21 they are leased or wholly owned. You can -- the22 Caesars side in particular recently, you've had23 Caesars spent well over $50 million in Southern24 Indiana on an expansion there. Caesars Palace,25 Harrah's Las Vegas, they've spent hundreds of millions

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1 ITEM NO. 14 - REEG2 of dollars since the bankruptcy, investing in assets3 that are subject to the lease. We are a hundred4 percent aware that they have not invested in the5 Atlantic City assets, but that's not tied to them6 being leased.7 So the 600 million that comes in from8 Harrah's Atlantic City -- the sale to VICI is $6009 million that we did not have to have an underwritten

10 financing commitment for the past 13 months and pay11 fees that would just benefit bankers, who I can assure12 you have benefitted substantially from this13 transaction, without that additional -- the additional14 fees on the 600 million.15 But from our standpoint -- and the way16 that we are evaluated, that lease is treated as debt17 on our balance sheet and by investors. So we don't18 differentiate from an operating investment perspective19 whether a property is leased or owned. And as20 evidence of that, we're making substantial capital21 expenditure commitments here that are actually funding22 into escrow for the benefit of these New Jersey23 assets. And we would intend when those are exhausted,24 we'll be spending, you know, five percent of revenues25 on maintenance capital going forward, which in the



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1 ITEM NO. 14 - REEG2 Atlantic City market, is north of $50 million a year.3 Q. That capital expenditure fund is4 separate and apart from anything having to do with the5 potential sale of the Harrah's Atlantic City real6 estate assets; correct?7 A. That's correct.8 Q. How much is the annual rent under the9 existing master lease that the CEC subsidiaries have

10 with VICI?11 A. Hm. I don't have that off the top of my12 head. I know that Mr. Yunker will.13 Q. Do you know how much the annual rent is14 expected to increase if the three Harrah's property,15 real estate asset sales, are approved and added to the16 master lease?17 A. It's $3.2 billion of proceeds that will18 increase our lease expense by $200-odd million a year.19 Q. And are you aware of what the annual20 capital expenditure requirements will be under the21 amended lease if those new properties are included?22 A. I don't have that off the top of my23 head. But it's -- it's substantial. It's more24 than -- the capex requirements in the VICI lease are25 higher than the capex requirements in the GLPI lease

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1 ITEM NO. 14 - REEG2 as an example. But if we spend the typical five3 percent of maintenance that we spend across all of our4 properties, we would meet the capital expenditure5 requirement.6 Q. You're not aware of the number, but you7 are aware generally that under the terms of the lease,8 the minimum capital expenditure requirements in that9 lease do not require any particular amount to be spent

10 on any particular property; correct?11 A. Correct.12 Q. So absent any other requirements, the13 master lease would not require any particular amount14 to be spent at Harrah's Atlantic City if it's added to15 that lease?16 A. That's correct. Master lease is a17 unitary document dictated by the entire company. So18 the operations of the entire company support those --19 that master lease. It's not as if Atlantic City is on20 its own. But to your point, in addition, the capital21 requirements are across the entire portfolio, not22 specific to any asset.23 Q. So to your statement that, for that24 matter, Bally's Atlantic City and Caesars Atlantic25 City similarly don't have specific directed capital

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1 ITEM NO. 14 - REEG

2 expenditure requirements that are through the lease;

3 correct?

4 A. Correct.

5 Q. And there's also a request pending to

6 amend the master lease between CEC and VICI before the

7 Commission; is that correct?

8 A. Correct.

9 Q. What's the nature of the proposed

10 amendment?

11 A. So it's -- there's multiple pieces, and

12 Mr. Yunker can get into more specifics. But we bring

13 Harrah's Atlantic City, Tropicana Laughlin, Harrah's

14 New Orleans into that master lease. Those are the

15 call option assets that are a piece of this. There

16 are other more technical changes, but that's the

17 biggest piece of the amendment.

18 Q. And outside of the Harrah's

19 transactions, there is also a request to the

20 Commission to amend that lease for immediate relief;

21 is that correct?

22 A. Correct.

23 Q. And what is that for?

24 A. We have to -- there are agreements we

25 have to enter into at closing, including the master

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1 ITEM NO. 14 - REEG2 transaction agreement with VICI. And we need to have3 all of the approvals in place in order to enter into4 those agreements at closing.5 Q. And is there not also a pending request6 from CEC to amend the master lease seeking some relief7 based on COVID-19 conditions and meeting specific8 minimum capital expenditure requirements?9 A. There's been a re -- yes. There's been

10 a recalculation -- or an amendment that allows for a11 recalculation of the three-year rolling capex12 requirement as -- because of the COVID situation over13 the past three months.14 Q. Can you explain that proposed amendment15 for the Commission?16 A. It effectively -- it -- there's a17 minimum annual requirement, and there's a three-year18 rolling requirement in the lease. In the COVID19 environment with liquidity in a premium, most capital20 was stopped in the entire space. And so there's an21 easing of the requirement in terms of how the -- the22 three-year calculation is done. You basically get a23 mulligan, as a golf term, where your -- you're not24 penalized for the freeze during COVID.25 Q. You mentioned earlier that there is a



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1 ITEM NO. 14 - REEG2 pending sale agreement for Bally's Atlantic City to3 Twin River; correct?4 A. Correct.5 Q. And that sale will not include the Wild6 Wild West portion of the casino or the sportsbook?7 A. That's correct.8 Q. And there's also separate agreement9 since Bally's is in the REIT with VICI that there is

10 an agreement for the sale of those real estate assets11 as well; correct?12 A. Right. There's a split of the proceeds,13 and it will come out of the master lease.14 Q. So the total sale price is 25 million.15 And can you explain the split for the Commission?16 A. The VICI will get the vast majority of17 the proceeds, as the value is deemed to be primarily18 real estate operations, not casino operations. And I19 would tell the Commission that that transaction was in20 process on the Caesars side, and it was entered into21 and executed by Caesars. So we were not directly22 involved in those negotiations. We ultimately had to23 approve the transaction, but we were not a party to it24 being put together.25 Q. And understanding that, that Eldorado

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1 ITEM NO. 14 - REEG2 did not negotiate that deal but Caesars is to receive3 approximately six million from that sale, what's your4 view on the disposition of that property where there's5 really a minimal gain to Caesars?6 A. I think it allows us to focus on7 Caesars, Harrah's, and Tropicana and direct our8 capital to where -- if you spread it across an9 additional property, it would likely not have the same

10 impact. You know, we were mindful that there were11 concentration concerns from the DGE and that we -- we12 had an opportunity to reduce our concentration in the13 market, focus our efforts on the assets that we most14 wanted to invest in. And so we think it was a good15 outcome for New Caesars and for the state.16 Q. And Tropicana is also part of a REIT17 with a subsidiary of gaming and leisure properties;18 correct?19 A. That's correct.20 Q. And similar to the VICI REIT, there is a21 minimum capital expenditure requirement but not any22 requirement that an amount is spent at any particular23 property subject to that lease?24 A. That is correct.25 Q. And similar to the request that we were

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1 ITEM NO. 14 - REEG2 discussing to amend the master lease between CEC and3 VICI, there's also a pending request related to the4 Tropicana lease for the COVID relief?5 A. Correct.6 Q. Can you tell the Commission about that7 amendment?8 A. So the chief pieces of the GLPI9 amendment were related to the divestiture requirements

10 in Indiana. What we wanted to do was be able to sell11 the Evansville asset as a wholly owned asset rather12 than as a leasehold interest. So there's an ability13 to swap existing owned Eldorado assets into the lease14 to substitute for the cash flow that will leave from15 Evansville and to extricate Evansville from a lease,16 sell it as a HOLDCO.17 In addition, there was a -- there's a18 variable rent component of the GLPI lease where a19 portion of their rent is tied to a percentage of20 revenue. And because of the closures in COVID, there21 was going to be a fairly significant reduction in that22 variable rent piece. We agreed to fix that at a23 higher level, not at the prior -- the pre-COVID level,24 but higher than if you had run that calculation with a25 three-month closure in the interim.

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1 ITEM NO. 14 - REEG2 In addition, we have the ability to3 remove some smaller assets from that lease as a part4 of the amendment.5 Q. And does that proposed amendment seek6 relief similar to the VICI amendment for COVID relief7 related to capital expenditure requirements under the8 lease?9 A. I believe so. But it's a different --

10 there isn't the three-year rolling average requirement11 there. So you -- it's more of a waiver until we get12 to -- or once we got through the crisis and should be13 back to normal quickly.14 Q. And as you're aware and you've addressed15 earlier, the Division has raised serious concerns16 about the need for capital expenditures, or capex, at17 the CEC Atlantic City properties; correct?18 A. Correct.19 Q. And you mentioned this as well. But20 after several discussions with the Division, Eldorado21 has committed to establish a pre-funded account of22 $400 million to be held in trust for capital23 expenditures in Atlantic City over a three-year24 period?25 A. That's correct.



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1 ITEM NO. 14 - REEG2 Q. And given the pending sale of Bally's,3 if that sale is not completed, an additional 1254 million will be added to that trust to spend on5 Bally's Atlantic City?6 A. Correct.7 Q. And that capex trust account will be8 subject to a trust agreement?9 A. Yes.

10 Q. And supervised by a trustee?11 A. Correct.12 Q. It was mentioned that John Farmer is13 going to be that trustee. You're aware of that?14 A. I am.15 Q. And you mentioned earlier that you16 reviewed the conditions that the Division has listed17 and admitted as an exhibit into evidence. You're18 aware that within those conditions, the Division has19 specifically addressed these requirements that we just20 discussed about capex if the Commission determines the21 merger will be approved?22 A. I'm aware.23 Q. And just to reconfirm, Eldorado as New24 Caesars will comply with those conditions?25 A. Yes.

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1 ITEM NO. 14 - REEG2 Q. You mentioned a bit earlier that the FTC3 process, and they have required the divestiture of two4 properties and the completion of a divestiture of a5 third which was already in progress to satisfy6 anti-competitive concerns; is that correct?7 A. That is correct.8 Q. What properties are those, please?9 A. So the one that was in process that has

10 subsequently closed was the Isle of Capri Kansas City11 asset. The two pending transactions are the Montbleu12 asset in Tahoe and the Eldorado Casino in Shreveport,13 Louisiana. And both of those are under contract to14 sell to Twin River, and they're moving through15 licensing in Nevada and Louisiana.16 Q. You mentioned that the Indiana Gaming17 Commission has approved the merger as of several days18 ago; correct?19 A. Correct.20 Q. And there they required the divestiture21 of three gaming licenses; is that correct?22 A. That's correct.23 Q. And that was because the merger would24 have resulted in New Caesars owning five gaming25 licenses in that state?

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1 ITEM NO. 14 - REEG2 A. Correct.3 Q. And they had a concern that the number4 of licenses would have given New Caesars control over5 approximately 50 to 60 percent of Indiana's gaming6 revenue?7 A. Yeah. They're internal number was north8 of 60 percent.9 Q. And initially Eldorado had voluntarily

10 proposed to divest two licenses to alleviate undue11 economic concentration concerns; is that correct?12 A. That is correct.13 Q. And ultimately, as you said, they14 determined that a total of three divestitures was15 required in the best interest of their state?16 A. Yes.17 Q. Is it correct that Eldorado has until18 December 31 of 2020 to enter into definitive19 agreements on those three licenses?20 A. That is correct.21 Q. And again, you indicated earlier and22 again with me here that you reviewed the Division's23 list of proposed conditions. And can you please24 reiterate that New Caesars intends to fully comply25 with that entire list?

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1 ITEM NO. 14 - REEG2 A. The entire list. Yes.3 Q. Thank you.4 MS. RICHARDSON: I have nothing further.5 CHAIR PLOUSIS: Thank you.6 Mr. Schrier?7 MS. RICHARDSON: Thank you Mr. Chairman.8 Just a couple questions.9 REDIRECT EXAMINATION BY MR. SCHRIER:

10 Q. Mr. Reeg, I think there was testimony11 that you just gave that the master lease that you have12 with these real estate investment trusts, the master13 trust with VICI that you're aware of that Caesars has14 and the master lease with GLPI that covers Tropicana,15 that the master lease itself doesn't speak directly or16 require the expenditure of any specific capital at any17 particular casino property that's a part of the lease.18 Is that accurate?19 A. That's correct.20 Q. And that -- is that, to your knowledge,21 sort of how these master leases work?22 A. Yeah. That's a standard -- the way23 these are set up -- the reason that the landlords like24 them is they diversify their risk. That while they25 have a lease on individual assets, they typically get



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1 ITEM NO. 14 - REEG2 a corporate guaranty or something that's akin to a3 corporate guaranty that gives them the support of the4 cash flows of the entire organization assets that are5 in their lease and assets that are not in their lease.6 And they are unitary in that the collection of assets7 in the lease support the lease payments but also the8 capital requirements that are a part of the lease are9 not required to go to any individual asset as long as

10 you meet the aggregate number that's in the lease.11 That's similar to what you would find in12 MGP's lease -- or MGM's lease, Penn's lease, Boyd's13 lease, any lease that you're looking at in this space.14 Q. And I think you testified that the15 master lease that covers the properties in Atlantic16 City of Bally's and Caesars is similar; right? There17 was no requirement of a specific capital expenditure18 in that lease that currently exists; correct?19 A. For those particular assets. That's20 correct.21 Q. Right. So under these master leases,22 and as an operator who has some properties with REITs,23 who does determine specifically what the capital24 expenditure should be for a particular property?25 A. That's entirely the operator's decision.

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1 ITEM NO. 14 - REEG2 So long as you stay within the guardrails of your3 requirements in the lease, all capital and operating4 decisions sit with the operator. Us in this case.5 Q. So the landlord, so to speak, can't make6 that decision for you or force you to make that7 decision?8 A. No.9 Q. And we've heard some testimony and some

10 questions from Miss Richardson about the fact that11 there have been sort of under capital amounts spent on12 these properties in Atlantic City under the Bally's13 and Caesars lease. Did that have anything to do with14 the real estate investment trust to your knowledge?15 A. No. As I said, the -- the Caesars16 management team made the decision to invest in other17 markets. As I pointed out, they spent significant18 dollars in Southern Indiana, moved to a land-based19 property. That property is in the same lease that20 we're discussing here. And then they have a separate21 lease for Las Vegas assets. And they spend22 considerable dollars on Caesars Palace and Harrah's.23 At the same time they were not spending money in24 Atlantic City. So it was not a -- it was not -- had25 nothing to do with the landlord and had nothing to do

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1 ITEM NO. 14 - REEG2 with, frankly, a lease-versus-owned decision. It was3 a capital owned allocation decision of senior4 management of the former Caesars.5 Q. And if the sale of Harrah's land to VICI6 is approved by the Commission as we have requested,7 Harrah's -- Harrah's Operating Company will be subject8 to basically this same kind of lease that currently9 exists on Caesars and Bally's; correct?

10 A. Correct. It comes into the same lease.11 Q. And the decision of whether or not to12 expend capital is going to be a decision that would be13 made by New Caesars; correct?14 A. Correct. We're making the capital15 commitment described by Miss Richardson and listed in16 the conditions. But how that capital is spent and in17 which buildings is subject to the limitations18 described in the conditions is our decision.19 Q. So the proposed conditions you've agreed20 to, the sale of the Harrah's property to VICI, will21 result notwithstanding whatever the term of the lease22 in terms of the lease are regarding capital23 expenditure, will result in a $400 million fund that24 you will expend in conjunction with approvals for that25 capital budget with the Division of Gaming

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1 ITEM NO. 14 - REEG2 Enforcement; right?3 A. That's correct. If you look at that 4004 million, that's fairly close to the 600 million we'll5 receive for the sale of the real estate. So most of6 that will come right back into Atlantic City.7 Q. Okay. So you'll get 600 million, but we8 promised to put 400 million and potentially $5259 million if Bally's is not sold timely into a fund to

10 be used to improve those properties.11 A. That is correct.12 Q. Thank you?13 MR. SCHRIER: That's all I have.14 CHAIR PLOUSIS: Ms. Richardson?15 MS. RICHARDSON: Thank you, Chairman.16 Just a couple of questions.17 RECROSS-EXAMINATION BY MS. RICHARDSON:18 Q. Mr. Reeg, you indicated to me and to Mr.19 Schrier that decisions regarding capital expenditures20 are made by the operator alone, not the landlord?21 A. Correct.22 Q. And we've also discussed the 400 million23 fund that Eldorado has committed to set up in the24 event that the Commission approves the transaction and25 also incorporates the Division's proposed conditions?



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1 ITEM NO. 14 - REEG2 A. Correct.3 Q. Absent that fund, there would be no4 requirements for capital expenditures on the Atlantic5 City properties operated by CEC currently; correct?6 A. That is correct. No individual7 requirements. It would be the aggregate requirement8 under the lease.9 Q. And as we've discussed, the lease

10 doesn't require any particular amounts to be devoted11 to this market or any property in particular; correct?12 A. Correct.13 Q. And generally, operating -- the operator14 will make decisions based on capex when analyzing a15 return on investment; correct?16 A. That's correct.17 Q. So following that theory, if you have a18 property that has not been adequately maintained, and19 its performance as suffered as a result, would not the20 return on investment analysis just perpetuate those21 issues?22 A. That's kind of a sweeping statement. It23 would -- the weakening of the competitive situation in24 the Caesars assets, regardless of how it happens,25 certainly -- how it happened -- certainly would go

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1 ITEM NO. 14 - REEG

2 into the calculation of what kind of return you can

3 expect from incremental capital into those assets or

4 any assets under a similar situation. But it doesn't

5 necessarily follow that it would lead you to make a

6 decision not to invest.

7 I think in terms of how Caesars got to

8 where it is today, I think there was a scarcity of

9 capital that existed in that company, obviously,

10 heading into the bankruptcy and even coming out that

11 isn't anything like what this company looks like

12 coming out of this. So I think part of it was there

13 was a limit on capital dollars in total that worked

14 out to the detriment of Atlantic City when Caesars

15 prioritized where they would spend that money.

16 Q. Okay. Thank you.

17 MS. RICHARDSON: I have nothing further.

18 CHAIR PLOUSIS: Thank you.

19 Commissioner Cooper? Do you have any

20 questions for Mr. Reeg?

21 COMMISSIONER COOPER: Yes, I do. Yes, I

22 do. Thank you, Chairman.

23 Good morning, Mr. Reeg.

24 THE WITNESS: Good morning.

25 COMMISSIONER COOPER: Good morning and

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1 ITEM NO. 14 - REEG2 thank you for being here, participating with3 us, all of us. I do have a couple questions4 for you.5 When I -- when I, we, anybody mentions6 the word "COVID," "coronavirus," the world has7 been impacted. In, let's say, the past four8 months, let's say, what financial -- and again,9 we've got all the documents. I've read all the

10 documents. How has this coronavirus impacted11 Eldorado, Caesars, this project, this merger?12 I know -- and again, I've read -- I've heard,13 but in your words. Specifically --14 THE WITNESS: Sure.15 COMMISSIONER COOPER: And with no16 disrespect, layman's words.17 THE WITNESS: Yeah.18 COMMISSIONER COOPER: How this has19 impacted? What's happened? What's been put on20 hold? And part two to that, I know we're21 looking at big, big numbers. Even bringing it22 down to a very, I'm going to say a general23 level, let's say, marketing, promotions,24 employees, conventions, entertainment. I'm25 going to say the whole spectrum. How has this

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1 ITEM NO. 14 - REEG2 COVID affected you?3 THE WITNESS: Sure.4 COMMISSIONER COOPER: Thank you.5 THE WITNESS: To put it simply, on a6 personal level, I'm one of the households that7 dealt with COVID personally through this8 process. So that was an additional twist that9 I didn't need. But from a professional

10 perspective, the business perspective, and to11 put it simply, we were operating 50-plus12 properties across this company -- this combined13 company on March 1st. By March 19th, we were14 operating zero. So each of those individual15 properties is a series of decisions of -- this16 was all in real time. What -- what do you do17 to protect your customers, your employees?18 What is the State going to do? The states were19 acting in -- on different timelines with20 different requirements. And so it was like21 being a fireman with 55 fires starting at the22 same time. And so you were running from one to23 another to put them out.24 So now you get to the point of, okay,25 we've closed all of our assets. You're next



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1 ITEM NO. 14 - REEG2 decision is, how do you treat your employees?3 I grew up in a household where my father was a4 union carpenter. And I remember the pain of5 being laid off and worrying about, well, how6 will you pay for this? How will you pay for7 that when you have children at home. That was8 seared into me as at a young age. So you know9 you're making that decision now for people that

10 are just like you were. And it's agonizing.11 You know, we -- we paid our employees12 for over a month with -- on the Eldorado13 side -- with no revenue coming in the door. We14 have extended our -- paying the benefits on15 both sides through August 31st whether you're16 furloughed or not. But you reach the end of17 that point. You wanted to get to, can I bridge18 my employees to where the Federal Government --19 the aid from the Federal Government will then20 be their lifeline? And that was very important21 to us on both sides. And I think a22 responsibility of companies that were in23 position to do that, like both of us were, you24 should be looking to support your employees25 through that. And, thankfully, we were able to

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1 ITEM NO. 14 - REEG2 do that. But then we've got a furlough 953 percent of employees on both sides, which was4 just gut-wrenching.5 And so there was a day where -- I think6 it was May 11th on our side -- where you've got7 to tell 95 percent of your people that they --8 they're not coming to work and not getting paid9 anymore. We're continuing to cover your

10 benefits. We're hopeful that we can reopen11 quickly, but we don't know because we're --12 we're working through this with the states. We13 hired medical experts. I never would have14 thought I would be on a weekly call, or now --15 but more than -- more often than that in the16 height of the crisis with an epidemiologist17 that's telling us, you know, here's what you18 should be doing and developing health and19 safety protocols and procuring all of this20 equipment that you need to keep your employees21 and your customers safe. And there is no22 playbook. This is -- you're figuring this out23 one decision at a time as this is moving24 forward.25 And now you're -- you're moving to, you

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1 ITEM NO. 14 - REEG2 know -- and leaving aside this deal, this is3 just operating the companies. So, you know, to4 put it in layman's terms, we burned a billion5 dollars of cash in the second quarter. So a6 billion dollars of cash was gone. So now we've7 got to fill the hole in this transaction and8 hope that the financial markets open and are9 receptive to us. And, thankfully, properties

10 started to open.11 But then your thought is -- again, can12 we implement this in a safe fashion? You know,13 we have lost employees to COVID. Caesars has14 lost employees to COVID. It's awful. And you15 want to protect your employees. So we opened16 subject to state regulations across the board,17 which were all over the map. But it -- and we18 required our employees to have temperatures19 taken as they came into the properties and wear20 masks. But then you realize as you start21 operating that there's -- how does that work22 for our employees where they're wearing masks23 but the customers are not? So on both sides we24 made a decision to, regardless of whether a25 state required it or not, to any customer,

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1 ITEM NO. 14 - REEG2 employee, vendor on the property has to wear a3 mask. We thought that was the best way to4 ensure safety with customers and employees.5 But now it's about bringing people back.6 And as you know in New Jersey, we have7 limitations on -- we can't offer food and8 beverage. We can't offer alcohol on the floor.9 And we can only utilize 25 percent of our

10 capacity. And all of that has impact in -- on11 how many employees you bring back. I'm pleased12 to report that, despite those limitations,13 we're over 50 percent of employees back in New14 Jersey. But we want that number to keep15 climbing. But we understand it can only climb16 as the public health situation gets better. So17 those are very long answer, but.18 COMMISSIONER COOPER: No. That's --19 THE WITNESS: An extraordinary three20 months, four months, and it continues to be21 extraordinary times.22 COMMISSIONER COOPER: It's -- a very23 scary time. It's uncertain. It's fragile.24 And just what -- just how you elaborated has25 given me some -- some reassurance.



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1 ITEM NO. 14 - REEG2 Mr. Chairman, I'm going to ask another3 question?4 CHAIR PLOUSIS: Yes.5 COMMISSIONER COOPER: Okay. Going to6 another topic, so to speak. You mentioned7 early on that Caesars is very well-known for8 their cross marketing. And I agree with you a9 hundred percent. They are well-known for that.

10 Once the merger, god willing, takes place, I'm11 going to say roughly, do you have any amount --12 do you have an amount of names and numbers,13 let's say, that you will have in your database14 with all your properties? And are you able to15 share anything with us today? Let's say, what16 you will be doing with -- with the merger but17 with regard to customer retention, customer18 development? Because, as we know, you're going19 to have this huge database. What can we20 expect?21 THE WITNESS: Yeah. I'm happy to do22 that. So Caesars' database has about 5023 million people in it. We had about 12. So24 you'll be north of 60 million people in the25 database. But one of the -- when we announced

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1 ITEM NO. 14 - REEG2 the transaction, and as we went to meet the3 local leadership teams and they presented their4 properties to us, what was striking to us is5 the amount of business that feeds from6 properties into the Caesars network. I would7 tell you that the -- you know, it was routine8 to hear properties that were exporting 50, 75,9 $100 million into other Caesars assets in their

10 system.11 We bring markets that Caesars did not12 have exposure to. We bring the Denver market.13 We bring the South Florida market. We bring14 the Houston market. Columbus, Ohio, St. Louis.15 Big markets that are not in the system.16 Caesars operates -- and we think that in our17 portfolio, we think that the addition of18 Caesars Rewards will lead to incremental play19 in our existing portfolio. In our synergy20 number we put a five percent revenue list on21 the Eldorado side, which is about half of what22 Caesars has historically experienced in prior23 acquisitions or divestitures.24 And then we also -- which is not in our25 numbers -- we expect destination markets to

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1 ITEM NO. 14 - REEG2 benefit from those incremental players coming3 to the system and getting into our programs and4 going to use their points. And for New Jersey5 in particular, Caesars operates plane programs6 where they charter planes that operate in New7 Jersey on a seasonal basis. They operate in8 Laughlin and New Orleans and Lake Tahoe as9 well. We think that entire program can be

10 expanded. We have more customers to feed into11 it. So we can have more planes coming to12 Atlantic City as a destination market primarily13 for east of the Mississippi. But that's a lot14 of properties that will feed into Atlantic City15 as their destination. So we're quite excited16 about the possibilities as we put these17 programs together.18 COMMISSIONER COOPER: Sounds awesome.19 One final question, and this might be a20 little bit on the personal note to you, let's21 say. I've heard your testimony this morning22 about all your properties. I've read the23 documents about all the properties. And24 there's no -- there's no question in my mind25 that you and Eldorado and Caesars believes in

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1 ITEM NO. 14 - REEG2 Atlantic City. This makes me personally --3 makes me personally very happy. I'm born and4 raised in Atlantic City.5 What I would like to ask you is -- and6 almost like saying to a parent, who's your7 favorite child? But what makes -- of all your8 jurisdictions and all your properties, what9 makes it Atlantic City special to you? What's

10 different about Atlantic City than all your11 other properties that you can say, you know,12 that surely you might be able to say, come to13 Atlantic City. Our other properties are14 fantastic, but Atlantic City has -- fill in the15 blanks -- to offer? What makes us so special?16 What makes us different? And as I said, I know17 it's like saying who's your favorite child.18 THE WITNESS: Yeah. Look, what I tell19 you, Atlantic City is -- you know, locationally20 is spectacular. You're in the middle of an21 extraordinary -- extraordinary amount of22 population that's within driving distance of23 the property.24 So if you look at similar properties in25 our portfolio, you've got -- in terms of full



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1 ITEM NO. 14 - REEG2 service, you know, full-on casinos like you see3 in Atlantic City, we've got Atlantic City.4 We've got Reno, we've got Las Vegas Strip. You5 know, Las Vegas Strip is heavily dependent on6 fly-in traffic. It doesn't have a big7 population center around it. Reno has the8 drive-to from the Bay Area but relies on a lot9 of fly-in as well. Atlantic City, where it

10 sits, is in the middle of a gigantic population11 center. And it's our job to make our12 properties attractive enough for people to get13 in the car or get on that charter plane to want14 to use their points in Atlantic City.15 And it's a shame that the Caesars16 properties have been allowed to deteriorate17 competitively, because we have seen in the18 Tropicana what happens if you make the19 investment to pursue this market. As we said20 to you when we were in front of you for our21 Tropicana licensing, we view this as an22 opportunity. We've shown you with what we've23 done with the Tropicana that if you make the24 appropriate investments, you know, the25 combination of the beach and the entertainment

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1 ITEM NO. 14 - REEG2 and the food and beverage and the collection of3 properties that are within, you know, a4 five-minute cab ride at the most of each other,5 is unique on the Eastern Seaboard. And if the6 assets are such that the necessary investment7 has been made, we are quite certain that they8 can compete with all of the additional capacity9 that's come into the Eastern Seaboard. We

10 wouldn't be doing this transaction if we11 weren't a believer in Atlantic City because12 it's so important to Caesars as it sits today.13 COMMISSIONER COOPER: What you just14 said, you're a believer in Atlantic City. And15 that's makes me -- as I said, that makes me16 very happy. And I'm going to thank you for17 your answers.18 Mr. Chairman. Thank you so much again.19 CHAIR PLOUSIS: Thank you, Commissioner20 Cooper.21 THE WITNESS: Thank you.22 CHAIR PLOUSIS: Mr. Reeg, in the23 Division's report it says that you are24 projecting synergies to save approximately $90025 million over three years. What kind of

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1 ITEM NO. 14 - REEG2 synergies are going to capture that kind of3 money?4 THE WITNESS: So the first hundred5 million is the incremental play that I6 described to Commissioner Cooper in her -- my7 prior answer. So that's the first hundred.8 There is -- big pieces are the centralized9 corporate decision-making at Caesars is -- has

10 led to a lot of concentration of employment in11 that centralized group. A lot of those changes12 have started to be made by Caesars prior to the13 transaction. But that's a couple hundred14 million dollars.15 You've got -- we have a different16 philosophy on slot lease expense than Caesars.17 Caesars used quite a bit of it. That's pretty18 expensive. It tends to be a substitute for19 capital investment for buying slot machines.20 But we think there's 50 million of savings21 there, a lot of which Caesars has already22 started to realize.23 You've got purchasing savings across the24 organization. Just as you get bigger, you find25 you can buy things better. That benefits every

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1 ITEM NO. 14 - REEG2 property. That's another $50 million plus.3 You've got IT became just a beast under4 Caesars. It kind of grew like a weed without5 much supervision. It was a place where it was6 kind of Nirvana for an IT person. You could7 just chase any butterfly that you like. So8 just to be focused on what the business needs9 and focus on IT requests from the bottoms-up

10 rather than the top-down, that's a big piece.11 The most recent piece is $400 million12 that we've seen in a post-COVID environment, as13 I discussed, you know, this has flipped from a14 synergy analysis as you've got these full15 complements on both sides, and what are you16 going to cut? Now it becomes more of a, what17 do you bring back? And there are pieces of the18 business that from a regulatory perspective or19 an economic perspective I think are unlikely to20 come back any time soon.21 The buffets being a primary example22 where customers are reaching into th same food23 of tray of food to take back to their table.24 We think that is unlikely to be allowed any25 time soon. The average buffet in the network



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1 ITEM NO. 14 - REEG2 loses about $3 million a year on a cash basis.3 So if there's 50 -- neighborhood of 554 properties and only 45 or 50 -- only five or5 ten come back, you're look talking about a 125,6 150 million savings there.7 But what I want to stress is we've8 agreed to -- we have told the DGE that New9 Jersey was never a real piece of our synergy

10 analysis. Most of it was what I've described11 to you prior to this. You know, we are -- and12 as I said in the questioning from Miss13 Richardson, we're open to -- or we are14 agreeable to all of the conditions that are15 contained in the DGE report -- report,16 importantly in this instance relative to17 employment. And the reason we're comfortable18 making those commitments is New Jersey Atlantic19 City was never a material piece of our synergy20 targets here.21 CHAIR PLOUSIS: Well, I'm glad you say22 that, because my followup question was23 historically the Caesars properties have24 reduced staff at a disproportionate rate25 compared to the industry standard. As you

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1 ITEM NO. 14 - REEG2 said, you know, you're buying the good and the3 bad of this company, and that's part of the4 legacy of the company, that they were tougher5 on the employees staffing compared to the6 industry itself.7 THE WITNESS: We fully understand that,8 and we'll work to remedy that situation.9 CHAIR PLOUSIS: Also, in the Division

10 report it recommends prohibiting the closing of11 any properties within five years of the merger12 closing date. Are you aware of that, sir?13 THE WITNESS: I am aware of that.14 CHAIR PLOUSIS: Also, lifting deed15 restrictions currently in place by Caesars?16 You are were you aware of that one as well?17 THE WITNESS: I'm aware of that one as18 well.19 CHAIR PLOUSIS: So prohibiting New20 Caesars from imposing new deed restrictions on21 properties.22 THE WITNESS: Correct.23 CHAIR PLOUSIS: And last, requiring New24 Caesars to report all land parcels it owns or25 leases outside the footprint of its properties.

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1 ITEM NO. 14 - REEG2 THE WITNESS: Yes.3 CHAIR PLOUSIS: All right. And I have4 one last question, Mr. Reeg.5 Do you have any capital expenditure6 plans for the Atlantic City market at the7 moment?8 THE WITNESS: Yeah. We're -- we're9 developing them as we speak today. But I can

10 tell you that there will be significant -- the11 room product at Caesars is -- subpar. I'll say12 politely. Needs capital. You should expect us13 to touch every room at Caesars that has not14 been touched in recent history. You should15 expect us to touch the West Tower in Chelsea at16 Tropicana.17 Caesars -- we need to work on the18 feeling of arrival at Caesars. It appears to19 me that -- you know, I wasn't here to witness20 it, but it seems like they just removed things21 from the property as revenues declined. And22 there's big blank spaces in places where they23 shouldn't be. So I think you're going to see24 extensive work on the floor, optimizing the25 layout so that when you arrive, you're not

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1 ITEM NO. 14 - REEG2 turning to your left and seeing a bar that used3 to be open that's now used for storage with a4 curtain in front of what's stored in there.5 You're going to see a sense of excitement and6 activity that makes you want to keep going and7 come in rather than makes you want to turn8 around and go somewhere else.9 CHAIR PLOUSIS: Excellent.

10 And one final question. One -- what11 uniqueness do you think you're bringing to this12 market that's going to expand -- you know, I13 ask this of everybody who comes in front of me14 for a license. One property said, you know, we15 focus on entertainment. We're bringing a16 higher level of entertainment here. Other17 property saying, well, we're going to invest in18 Top Golf. That's going to bring new people.19 What -- what would you say to me that's going20 to expand this market, get new people here?21 THE WITNESS: I'd say a key22 differentiator of us is we are -- we started as23 a family-owned company, and we were a24 family-owned private company not very long ago.25 And the Carano family is still heavily



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1 ITEM NO. 14 - REEG2 involved. And Gary is the Executive Chairman.3 Anthony is the Chief Operating Officer. We are4 submit committed to that family-style service5 and the relationship with customers and6 employees on a personal level, at senior levels7 of local leadership, where it still feels like8 a family-owned business. It doesn't feel like9 a giant corporation. Even though clearly now

10 it is going to be a giant corporation.11 The capital that we're going invest here12 is going to revitalize properties that have13 been historically leaders in this market. I14 remember as an analyst covering these15 properties in the '90s that the level of16 business that Caesars and Harrah's did at that17 point versus what they do today is sad. And we18 can bring the -- we can put the investment19 capital in to revitalize these properties.20 But you've also got a leadership team at21 the local level led by Steve Callender, who22 you'll hear from later, who are lifetime23 Atlantic City career guys and know the24 customers and, you know, are excited to25 interact with them.

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1 ITEM NO. 14 - REEG2 When we were closed, you know, I joked3 with Steve when Ohio is a part of his region as4 well. And it looks like Ohio was going to open5 before New Jersey. I joked with Steve I bet6 you're excited to just leave your house and run7 straight to Ohio. That level of enthusiasm and8 customer engagement, along with this capital9 that's coming in, should be a good combination

10 for this market to rebuild properties that have11 a proud history in the market and get back12 towards those levels.13 CHAIR PLOUSIS: Thank you.14 At this time we're at 1:30.15 MS. FAUNTLEROY: If counsel want to ask16 any followup.17 CHAIR PLOUSIS: I'm sorry.18 Is there any followup from counsel? Mr.19 Schrier or Miss Richardson?20 MS. RICHARDSON: No, Chairman. Thank21 you.22 MR. SCHRIER: None for me. Thank you,23 Chairman.24 CHAIR PLOUSIS: We're going to recess25 for a half hour and then come back with the

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1 ITEM NO. 14 - REEG2 next witness. So we'll be back at five of two?3 MS. FAUNTLEROY: Just make it 2:00.4 CHAIR PLOUSIS: 2:00? Okay. So we'll5 reconvene at 2:00 with our next witness.6 Thank you.7 (A recess was taken from 1:23 to 2:038 p.m.)9 CHAIR PLOUSIS: Mr. Schrier? Schrier?

10 Your next witness?11 MS. FAUNTLEROY: Make sure the Division12 is on, Mr. Chairman.13 CHAIR PLOUSIS: Okay. There's the14 Division.15 MS. FAUNTLEROY: Tracy is on.16 MS. RICHARDSON: I'm here.17 CHAIR PLOUSIS: Thank you.18 MS. FAUNTLEROY: Okay. And there's19 Steve Schrier.20 CHAIR PLOUSIS: Mr. Schrier, your next21 witness, please?22 MR. SCHRIER: I want to make sure23 everybody that we need is on. Hang on one24 moment.25 Can I ask that the slide deck be put up

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1 ITEM NO. 14 - CARANO2 again, please?3 Thank you. May I proceed, Mr. Chairman?4 CHAIR PLOUSIS: Yes, please.5 MR. SCHRIER: Eldorado calls Anthony6 Carano.7 CHAIR PLOUSIS: Mr. Nance, can you swear8 in Mr. Carano.9 A N T H O N Y L . C A R A N O , having been first

10 duly sworn remotely, testified as follows:11 MR. NANCE: Please state your name for12 the record.13 THE WITNESS: Anthony Louis Carano.14 MR. NANCE: Thank you.15 DIRECT EXAMINATION BY MR. SCHRIER:16 Q. Mr. Carano?17 A. Hello.18 Q. Are we getting a little echo here?19 A. Is that better?20 Q. Keep going.21 Mr. Carano, what is your current title22 with Eldorado?23 A. I'm President and Chief Operating24 Officer of Eldorado.25 Q. Would you please provide some background



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2 to the Commission about yourself and your employment,

3 your education history?

4 A. Certainly. So I grew up in the gaming

5 business. My grandfather founded this company in

6 1972. I grew up working throughout our properties.

7 Once I turned 21 I moved to the casino floor. I began

8 as a slot mechanic at the Eldorado in Reno. I moved

9 through the cage, dealt the games, and worked

10 throughout the casino.

11 I then went to law school and practiced

12 law for around five years before moving back to our

13 gaming company. I became our General Counsel in 2014

14 when we acquired MTR Gaming and went public. And then

15 2015 I added operation to my responsibilities and was

16 named Chief Operating Officer in 2008.

17 Q. How long have you been President and

18 Chief Operating Officer?

19 A. I've been Chief Operating Officer since

20 2018.

21 Q. Can you tell the Commission what your

22 role is in that capacity?

23 A. Yes. I oversee all the operations of

24 the company. I work very closely with our regional

25 presidents who directly oversee the general managers

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1 ITEM NO. 14 - CARANO2 of the properties. In addition to the regional3 presidents, I have responsibilities over marketing,4 sales, entertainment, and revenue management. In each5 of these positions, we have incredible talent, men and6 women for both Caesars and Eldorado for the New7 Caesars.8 Q. And how does that -- how does that team9 report to you? Do you have regular meetings? Or how

10 do you work with your management team at the various11 properties?12 A. Yeah. We're on -- I'm either on a13 property or on the phone every day with my direct14 reports. With the regional presidents in daily15 conversations with them. We have a group call every16 week with all regional presidents. I speak to our17 general managers regularly. And along with the rest18 of my reports throughout the company.19 We also have a regional quarterly20 meetings where we meet at the properties with all the21 general managers from the region, the regional22 presidents, the leadership team for the region to23 really do a deep dive into each property that we24 operate.25 Q. Is there a regional president, that

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1 ITEM NO. 14 - CARANO2 would be the Atlantic City casinos?3 A. Yeah. So Atlantic City would really be4 a seamless transition for us in the New Caesars. The5 regional president would be Steve Callender, who has a6 long, very successful full history in Atlantic City.7 And as Tom spoke to, just an incredible passion and8 energy for the business and for Atlantic City in9 particular.

10 Q. And have you met or do you know the GMs11 for the properties that you will be acquiring?12 A. Absolutely. We have tremendous talent13 throughout the city. At the Caesars properties, along14 with Tropicana, Ron Baumann is going to stay on with15 us. Ron's been a tremendous leader and new energy for16 the Caesars properties in this last year in the17 market. Jason Gregorec, our tremendous general18 manager at Tropicana, and Karie Hall at Bally's, I'm19 excited to say they are all staying on and are20 tremendous leaders in the market.21 Q. I'm sure on the operations front, things22 have been difficult regarding the COVID crisis. Can23 you describe to the Commission how you've been24 handling that?25 A. Yeah. Absolutely. So we've been

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1 ITEM NO. 14 - CARANO2 obviously laser focused on providing the best --3 best-in-class safety measures for COVID. We've been4 working nonstop with Caesars, with medical5 professionals. With the DGE and local officials to6 ensure we have a safe and secure workplace for our7 team members and a safe place for our guests to come8 and play. As you know and can imagine, it's9 constantly evolving. So we're making sure we have the

10 best practices in place at all times and reacting11 accordingly as quickly as we can.12 Q. One of the things that has arisen in the13 Division's review and has been spoken about by Mr.14 Reeg, and there were questions from DAG Richardson15 involve staffing levels at the Caesars casinos in16 Atlantic City over the years and how that has17 declined. How does New Caesars plan to address that?18 A. Yeah. As Tom spoke to, we fully19 understand the negative history around staffing at the20 Caesars properties. And as such we're going remedy21 that. We've worked with the Division and to come up22 with the following commitments that are in the report.23 We are going to return to pre-COVID employment levels24 within 12 months or when net revenues return to 9025 percent of pre-COVID levels. We're not planning on



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1 ITEM NO. 14 - CARANO2 any reductions of force in the Atlantic City casinos.3 But if there were any reductions of FTEs or part-time4 employees of more than 50, then we will first obtain5 the Division's approval before making any moves.6 Q. So you understand that New Caesars and7 you as the Chief Operating Officer of that company has8 committed to those staffing requirements and9 preapproval of any reduction in force that might

10 arise?11 A. Absolutely.12 Q. What kind of a role have you been13 playing in the merger that's the subject of our14 hearing today?15 A. Yeah. So in the transaction I've --16 MR. SCHRIER: One more slide?17 One more slide, please?18 Q. Story to interrupt.19 A. That's okay.20 During the transaction, I've led our21 integration team for both companies. Integration22 began in June of 2019, which really seems like an23 eternity ago now. But once we announced a deal,24 myself and the rest of the team, the leadership team,25 traveled to all the Caesars properties around the

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1 ITEM NO. 14 - CARANO2 country. We met with the local management teams. Got3 a great overview of their properties, including all4 the teams and properties in Atlantic City.5 The team at Caesars led by Tony Rodio6 and Tom Jenkin have been incredible to work with since7 day one and has allowed us to be in a great position8 for day one of the New Caesars.9 In January of this year, we were at a --

10 we were at a position where we were able to announce11 the new senior leadership team that Tom walked through12 earlier. It's made up of just incredible men and13 women for both Caesars and Eldorado, as you saw. It's14 a team with immense talent and experience in the15 gaming sector.16 And then once we announced that, we17 continued with integration. And then COVID hit in18 March. While all of our properties were shut down,19 I'm pleased to say that integration did not shut down.20 We selected leaders in each department across both21 companies, and they did just an incredible job during22 the shutdown in moving the integration forward, really23 combining these two companies, and have us in a really24 incredible position now to hit the ground running on25 day one.

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1 ITEM NO. 14 - CARANO2 Q. So it sounds like the integration so far3 has gone well.4 A. It has.5 Q. Are you confident that you'll be able to6 integrate the Caesars companies into your corporate7 portfolio on an ongoing basis successfully?8 A. Yeah. We've had, as you're aware, a lot9 of history in integrating numerous companies recently

10 in the past five or six years. We've learned great11 lessons through each integration. And it's led us to12 this -- this larger integration, and we feel very13 good. Again, from the talent that we're getting from14 Caesars and the talent that we have at ERI, we're just15 in a great position in the integration front. Better16 than we've been on prior transactions.17 Q. Thank you.18 MR. SCHRIER: That's all I have at this19 time, Mr. Chairman.20 CHAIR PLOUSIS: Thank you.21 Miss Richardson?22 MS. RICHARDSON: Thank you, Chairman.23 CROSS-EXAMINATION BY MS. RICHARDSON:24 Q. Good afternoon, Mr. Carano.25 A. Good afternoon.

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1 ITEM NO. 14 - CARANO2 Q. You mentioned that the general managers3 at the CEC Atlantic City properties are expected to4 remain in place, Karie Hall and Ron Baumann5 specifically.6 A. Yes.7 Q. Outside of the general managers, there8 hasn't yet been a plan submitted for lower-level9 management at the CEC properties if they are acquired

10 through this proceeding; is that correct?11 A. That's correct.12 Q. You've already mentioned with Mr.13 Schrier that you reviewed our proposed conditions that14 we've provided to the Commission. And if the merger15 is approved, are you aware of the proposed requirement16 that New Caesars would be required to submit an17 organizational plan to the Division within 30 days of18 any closing for its review and approval?19 A. Yes.20 Q. Do you recall following Eldorado's grant21 of interim casino authorization, or ICA, that there22 were some regulatory concerns addressed with you by23 the Division?24 A. I do.25 Q. And they were primarily related to a few



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1 ITEM NO. 14 - CARANO2 areas, one of which was staffing change notifications?3 A. Yes.4 Q. Another was proposed consolidations of5 functions for the -- a help desk in Nevada?6 A. Yes.7 Q. A third was the appointment of8 executives with Tropicana Atlantic City titles without9 having advance discussion with the Division as to

10 credentials which might be required to acquire those11 titles?12 A. Yes.13 Q. And also appointment of directors to the14 casino licensee entity of Tropicana Atlantic City?15 A. Yes.16 Q. And the last area had to do with a17 submission of a table of organization that didn't18 contain an explanation or context for what was19 depicted as 32 positions being eliminated, including20 the mandatory position of information security21 officer?22 A. I do.23 Q. So regarding those concerns, the24 Division sent a letter to your attention; is that25 correct?

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1 ITEM NO. 14 - CARANO2 A. Correct.3 Q. And you had responded with further4 information and apologies regarding certain failures5 to adhere to the regulatory requirements; is that6 correct?7 A. That is correct.8 Q. And in that response, you had also9 proposed weekly conference calls with the Division to

10 ensure our concerns were properly addressed; is that11 right?12 A. That is correct.13 Q. And you recall that those calls were14 held with the Division for about a six-month period15 after that?16 A. That's correct.17 Q. So given these errors that occurred18 after Eldorado was granted ICA, how would you plan to19 avoid such failures if the merger is granted and the20 massive operations of CEC need to be integrated into a21 new company?22 A. Yeah. I certainly agree we had some23 missteps early on after the Tropicana approval. We24 have a tremendous amount of senior leadership team25 coming to us from Caesars to ensure that these same

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1 ITEM NO. 14 - CARANO2 missteps won't happen again. We've learned a3 tremendous amount of lessons. We've had great4 communication since, starting with those weekly phone5 calls. And we have great resources coming to us from6 Caesars in Atlantic City that we feel very confidant7 that well not repeat the negative history with8 those -- those missteps that we had prior.9 Q. And you've touched on that, you've had

10 team of resources and expertise of staff already in11 Atlantic City. Do you believe overall that you have12 the adequate staff and expertise to properly integrate13 the Atlantic City operations of CEC to remain in14 compliance with regulatory requirements, not only here15 but also the other jurisdiction acquisitions for CEC16 across the country?17 A. Absolutely. And in particular, in18 Atlantic City, we're very excited about the addition19 of Lynne Hughes from Caesars to help us in this20 regulatory environment. And then in addition, across21 the country, Jeff Hendricks who heads up our22 compliance is adding tremendous talent to his23 organization to ensure that we remain in compliance in24 all of our jurisdictions.25 Q. And it was mentioned earlier that

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1 ITEM NO. 14 - CARANO2 Eldorado was recently before the Indiana regulatory3 authorities. That included the Indiana Horse Racing4 Commission; is that correct?5 A. That is correct.6 Q. And in materials that were provided by7 that Commission staff to its executive director, they8 had raised some concerns about Eldorado's management9 of racing operations; is that correct?

10 A. That is correct.11 Q. And, in fact, they specifically12 commented that they found it difficult to come away13 with any optimism regarding ERI's history of managing14 their racing properties?15 A. That is correct.16 I would say, though, that during the17 hearing, which they approved us unanimously, they were18 also -- they also mentioned that their concerns have19 turned to optimism and each of the horsemen20 organizations got up and spoke at the hearing and were21 all optimistic about ERI or the New Caesars as22 operators in the racing arena.23 Q. I understand then that they ultimately24 came to an approval, but during the process, it seemed25 that they had some bumps in the road, so to speak,



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1 ITEM NO. 14 - CARANO2 that caused them to use terms such as they weren't3 clear that ERI offered capable leadership needed for4 the future of Indiana racing. And also that at times5 there was indications that ERI was even disinterested6 in horse racing since it entered that industry in7 2014; is that correct?8 A. That is. And I'd say, as we said at the9 meeting, we certainly made mistakes as we got into the

10 racing industry. We were new to that industry. But11 it serves as a great example of how we react as a12 company. We learned from those mistakes very quickly.13 We staffed up. We hired Joe Morris, who is Senior14 Vice President of Racing. He's done an incredible15 job. And to show that the improvements that we made,16 the head of the Ohio Racing Association sent a letter17 of support to Indiana, outlining the improvements that18 Eldorado has made in the company and how optimistic19 they are of us operating and acting into the future as20 well.21 Q. So is there anything else that you would22 add to the concerns we've discussed? Initially that23 the Division has about the size and scope of the24 transaction and integration issues that may occur25 since we're also discussing another regulator's

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1 ITEM NO. 14 - CARANO2 concerns in that similar area?3 A. No. All I would say is, you know,4 integration and success of this company is going to5 start and end with the talent level that we have as6 employees. And I can just say from top to bottom, we7 have put together, bar none, the best team in gaming.8 We have the absolutely best frontline employees who9 are going to have a renowned sense of pride in the

10 company that they work for. As Tom said, it's a11 family-run business. We treat it as such. We care12 about our team members as such. And the service13 levels that they're going to give to the customers in14 Atlantic City and all over the country is going to be15 superb and it's going to be a differentiator for us as16 a company and the success that we're going to have.17 Q. Are you aware that for 2019, which was18 Eldorado's first year of operations for Tropicana19 Atlantic City that Tropicana's casino win was down20 10.8 percent in comparison to 2018?21 A. I am.22 Q. And that was the largest decline in the23 industry or that year?24 A. I am. And I believe, you know, we had25 two new entrants into the market. And particularly on

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1 ITEM NO. 14 - CARANO2 the boardwalk, we believe a lot of people wanted to go3 try the new companies in town. Once business started4 to improve later in the year, and we think the way5 2020 started out, there's going to be a lot more back6 to normal. And we were very encouraged about the7 business heading into 2020 pre-COVID.8 Q. So what plans for operational9 improvements do you have to reestablish the

10 prominence, of Tropicana in particular, going forward11 where in the results that we're talking about 201812 versus 2019 Tropicana was second 2018 and went to13 fourth in 2019 for the factors that, in your view,14 applied?15 A. Yeah. So Caesars Rewards is going to be16 incredibly important for this property. We've done a17 great job at the property, investing in it, and it's18 going to allow Caesars Rewards members from all over19 the country to come see another property in Atlantic20 City.21 We've recently added a lot of technology22 on the gaming floor with Pulse Arena, with different23 systems to really improve the customer experience.24 We've added a beautiful new sportsbook. Once sports25 are back up and operating. We've got a new escalator

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1 ITEM NO. 14 - CARANO2 that goes down to the boardwalk. Just a tremendous3 amount of the improvements throughout the property4 that we believe will be well received with the, you5 know, 65 million new customers that will be able to6 visit this property.7 Q. Mr. Reeg touched on this a little bit in8 his testimony, but what operational improvements do9 you think are required at the Caesars Atlantic City

10 property if Eldorado is granted approval for the11 merger?12 A. Yeah. We take a little bit different13 approach in operations. We're very in the weeds in14 operations. As Tom said, we give the power back to15 the local operators. With that said, we've set the16 framework for them. Myself and the rest of our senior17 leadership team is very involved, looking at -- at all18 the numbers throughout the organization. So there's19 going to be a renewed sense of an attention to detail.20 There's going to be a great focus on marketing21 throughout the organization. Getting the best22 customers from around the country to Caesars and to23 the other properties throughout the city. And then24 again, it's just -- it's empowering Steve and his25 leadership team in Atlantic City who knows what's



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2 going on on the ground. No one knows what's going on

3 in Atlantic City better than Steve, along with this

4 management team. And it's empowering them, giving him

5 resources. Giving him the capital, as has been

6 discussed, to give him the best properties in Atlantic

7 City. And that's where the success is really going to

8 come.

9 Q. And you discussed with Mr. Schrier as

10 part of your testimony the employment and staffing

11 level issues that have been encountered at the CEC

12 Atlantic City properties; correct?

13 A. Correct.

14 Q. And you've mentioned that you were aware

15 of the drastic reductions in staffing levels that had

16 occurred at the -- those properties.

17 A. Correct.

18 Q. Would you agree that employment levels

19 are important regarding operating performance and

20 maintenance of a first-class facility?

21 A. Absolutely.

22 Q. And you've already confirmed that you

23 reviewed the Division's proposed conditions and

24 particularly the conditions related to this area?

25 A. Yes.

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1 ITEM NO. 14 - CARANO2 Q. And this was proposed by the3 Commission -- sorry. Excuse me.4 This was proposed by the Division and5 Eldorado is agreeing to it. They did not craft this6 requirement; correct?7 A. Correct.8 Q. That's all I have. Thank you.9 A. Thank you.

10 CHAIR PLOUSIS: Mr. Schrier?11 MR. SCHRIER: I have nothing further,12 Mr. Chairman.13 CHAIR PLOUSIS: Commissioner Cooper, do14 you have any questions?15 COMMISSIONER COOPER: Yes, I do. All16 right.17 Good afternoon, Mr. Carano. And I'm18 looking here. Thank you again for being here19 today or participating with us. Couple20 questions for you.21 Just to moment ago, if you would, would22 go back to -- the question was what were your23 responsibilities. Would you just repeat that24 again? Because I was jotting them down, but I25 think I missed a couple if you would.

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2 THE WITNESS: Sure. So I oversee

3 operations of the company. That includes the

4 regional presidents. We chop up the country

5 in -- it will be nine regions in the New

6 Caesars. I'm the regional president over each

7 one of those. In addition to operations at the

8 property, oversee marketing, sales,

9 entertainment. Who am I missing? I think

10 that's -- that's the main.

11 COMMISSIONER COOPER: Okay. That sounds

12 good. That sounds great.

13 If you would, two areas of your

14 responsibilities that you -- I would just if

15 you would, could you elaborate a little bit

16 more on -- and even a moment ago you mentioned

17 that there's going to be an emphasis on

18 marketing. And I'm very, very pleased to hear

19 that. I know Mr. Reeg talked about cross

20 marketing. I'm guessing the two are

21 intertwined, interchanged. But with that being

22 said, could you just -- as I said, would you

23 please elaborate a little bit more on the

24 marketing that you're planning? And also about

25 the entertainment. That's very near and dear

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1 ITEM NO. 14 - CARANO2 to my heart. I was in the entertainment3 business here for over 35 years. I'm always4 concerned and curious and very, very much aware5 of what is being done for the visitor, for the6 tourists, for the gambler, with regard to the7 entertainment that you'll be providing. So8 with that.9 THE WITNESS: Yeah. As far as

10 marketing, we continue to strive to find the11 best mix of marketing at all of our properties.12 It's different for each customer that comes in13 the door. The reason why they come and visit14 us in Atlantic City differs for each person.15 Some people it's the great service, the great16 food. Entertainment, as you mentioned. Others17 it's a free hotel room or free play on the slot18 floor. So we have a tremendous amount of data.19 In one area that we're extremely excited about20 at Caesars, is the data analytics team we are21 getting. And so we are going to have a22 tremendous amount of data to really understand23 what best to send in offers to customers. It's24 not increasing every area. It's not decreasing25 every area. It's finding the mix that is going



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1 ITEM NO. 14 - CARANO2 to entice that person to make a trip to3 Atlantic City. So it's improving in all of4 those areas.5 In terms of entertainment, I'm very6 excited about that area as well. From Caesars,7 Jason Gastwirth is President of Entertainment.8 He reports to me. As you are aware, Caesars is9 founded on entertainment. They have incredible

10 talent throughout the organization and talent11 that comes to play at all their properties, and12 Atlantic City will be no different.13 We've got -- as an industry, we've got14 to find more ways than just -- the casino floor15 to bring customers to Atlantic City. And that16 will be a major part of our focus with Tony17 Rodio and with the rest of the team when we18 come up with our capital plan, is finding ways19 to invest in these properties to increase the20 visitation. And entertainment is certainly one21 of those large areas that we can do that with.22 COMMISSIONER COOPER: Okay. My next23 question. And again, Mr. Reeg touched on it a24 little bit. And I would just like to hear your25 view on it as well.

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1 ITEM NO. 14 - CARANO2 And I preface it -- it's with regard to3 capital expenditures. And as I've said, I've4 read the documents. I've read the5 presentations. I've read the reports. I've6 looked at the number, et cetera, et cetera. If7 you would be so kind to just bring it down, if8 you could, I'm going to say to layman's terms.9 And I hope you're at liberty to discuss some of

10 this. But what are you planning at -- let's --11 let me do this under two parts.12 What are you planning with regard to13 capital expenditures for all of the properties?14 And then the second part, maybe some of the15 individual properties. By that, I'm sure you16 know it's, like, certain properties need a17 little more work than some of the other18 properties. You know which ones I'm referring19 to. But as I said, generally speaking, what20 are we looking at or what are you looking at?21 And then individually --22 Again, I'm not -- I don't mean to be23 disrespectful. I don't want to -- you might24 say, we're going to paint, new mattress --25 we're going to paint, new carpet, new

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1 ITEM NO. 14 - CARANO2 mattresses and TVs. If that's the answer,3 fine. I'm fine. And I'm satisfied with that.4 But on a deal as large as this and with what --5 you know, what we're listening to, again,6 generally at all properties, and then if you7 can elaborate what specifics at some of your8 other properties Atlantic-City-wise.9 THE WITNESS: Yeah. And I'll preface it

10 with we're just getting into these plans with11 Caesars on what we're going to do. So there's12 some exciting things that I can hit on that we13 certainly don't have our plan fully built out14 yet. But one area that is going to be15 extremely important, and may not be seen, the16 front of the house, but it's the back of the17 house for all of our team members. This year18 we made a major initiative at Trop and all of19 our properties around the country to put20 substantial capital dollars in the back of the21 house. We want the back of the house to look22 as good as our front of the house so our team23 members have a great place to come in to work24 on a daily basis.25 As far as front of the house, just

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1 ITEM NO. 14 - CARANO2 overall -- Tom obviously hit on the remodel of3 the hotel rooms. I'm tell you from the casino4 standpoint, refreshing the slot floors, having5 new games and having -- upgrading the6 technology on the slot floor. That's a major7 area of improvement that we need to make across8 the Caesars properties that will be not only a9 competitive advantage but also a major upgrade

10 for the customers. That's at all properties.11 We've started that at Trop and will continue12 that at the Caesars properties.13 We will look at all the gaming14 amenities. Harrah's has done a nice job in the15 Caesars portfolio with the restaurants. We've16 remodeled some restaurants at Tropicana17 recently. We'll continue to look at nongaming18 offerings, again, to drive increased visitation19 to the city, whether it be restaurants,20 entertainment venues, new bars. There's a lot21 of opportunity there to take advantage of the22 beautiful beaches and sceneries and views that23 we have at all the properties. So we're24 excited about that.25 And again, hotel rooms. It's important



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1 ITEM NO. 14 - CARANO2 to us for us to have the nicest hotel rooms in3 the market. We're going to remodel all the4 hotel rooms that hasn't been remodeled5 recently, again to give us that competitive6 advantage.7 COMMISSIONER COOPER: Sounds very, very8 nice.9 I have one final question for you. And

10 actually, looking back to when you gave your11 opening remarks, I was very -- you explained12 that, you know, this is a family -- you're a13 family -- that you -- you're beginnings with14 your father and brothers and grandfathers and,15 what was it? 19 -- 1970.16 THE WITNESS: 1972.17 COMMISSIONER COOPER: '72. So this is--18 well, it's a good 48, 50 years. And I think19 that is -- I think that's beautiful.20 Beautiful, the family operation. I love it.21 THE WITNESS: Thank you.22 COMMISSIONER COOPER: But moving up, if23 you would, to 2018 when, I'm going to say, the24 name Eldorado first appeared in Atlantic City.25 And it was a name that, quite honestly, I

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1 ITEM NO. 14 - CARANO2 had -- I wasn't familiar with. When you3 acquired Eldorado -- pardon me -- when you4 acquired Tropicana in 2018. And you were5 beginning to branch into larger markets.6 In less than a year after acquiring the7 Tropicana, you entered into a merger agreement8 with the plan to becoming the biggest gaming9 company in the world. I ask this question, and

10 I emphasize this is with no disrespect, but11 given your short period of time in Atlantic12 City with you and your family, we're really13 just like getting ready to know you as an14 operator and owner. Can you convince me,15 reassure me -- and I said convince me and16 reassure me. Actually, let me change that.17 Convince us, reassure us that you and your18 company and all the parts, that you are ready19 to handle a -- the magnitude of this commitment20 and merger.21 THE WITNESS: Absolutely. And we're22 humbled by the opportunity. And I can tell23 you, as I said earlier, it all starts with the24 team that we have. We have put together an25 incredible team of talented men and women from

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2 across the country. And in particularly in

3 Atlantic City, we have industry veterans that

4 are leading the team in Atlantic City led by

5 Steve Callender.

6 As Tom said, Atlantic City is a major

7 focus of ours. It's of major importance to our

8 new company, and as such, will have a

9 tremendous amount of eyes and dedication to the

10 city. But it comes down to the team, the

11 resources we're putting towards it, our

12 commitment to spend the capital that we've

13 committed to you today, and to keeping these

14 properties fresh and vibrant to attract the new

15 visitation and it's -- it's just the incredible

16 amount of talent, the service level, the

17 service by our frontline employees that has us

18 so excited and so confident that we will be

19 successful for years to come in the city.

20 COMMISSIONER COOPER: I want to thank

21 you very, very much.

22 THE WITNESS: You're welcome.

23 COMMISSIONER COOPER: You convinced me,

24 and you gave some reassurance. Seriously, I

25 thank you. Seriously, I appreciate your

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1 ITEM NO. 14 - CARANO2 answers. Thank you very, very much.3 THE WITNESS: Thank you, Commissioner.4 CHAIR PLOUSIS: Thank you, Commissioner5 Cooper.6 Sir, did Eldorado or Caesars access the7 Federal Cares Act during this COVID emergency?8 THE WITNESS: I do not believe so.9 CHAIR PLOUSIS: Okay. My next question

10 is the Caesars data -- databank in regards to11 customers, did that lose value with the COVID12 now that we're looking at 25 percent occupancy13 in the buildings so we're looking more at14 quality rather than quantity of the customers?15 THE WITNESS: You know, maybe in the16 short run, we are limited to the 25 percent.17 But I can tell you where we don't have the 2518 percent restrictions, business has been19 incredible. So I think the database is --20 is -- it's been incredible from a Caesars and21 an Eldorado standpoint. So the power of the22 database is apparent to us even in these trying23 times.24 CHAIR PLOUSIS: What is your25 guesstimate? How long do you think it will



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1 ITEM NO. 14 - CARANO2 take -- take the industry to bounce back from3 this COVID-19 situation?4 THE WITNESS: That's -- that's a5 difficult question. It was very encouraging6 news on the vaccine front this morning. I7 think that's an important part. Once we get8 past this medical -- once we get past this area9 that we're in right now, I think there's going

10 to be incredible pent-up demand for people11 wanting to get out and enjoy themselves and12 make a trip to Atlantic City and stay in a13 hotel and see entertainment that they haven't14 been able to see by that time for over a year.15 So I think there's going to be incredible16 pent-up demand, and I think the industry, as it17 has in prior crises, will recover very quickly.18 CHAIR PLOUSIS: Excellent. Thank you.19 Counsel? Counsel, do you have any20 followup?21 Steve? Or Mr. Schrier?22 MR. SCHRIER: Thank you Mr. Chairman.23 REDIRECT EXAMINATION BY MR. SCHRIER:24 Q. Mr. Carano, I think you were asked about25 the Cares Act and whether that was -- a question that

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1 ITEM NO. 14 - CARANO2 the Chairman had, whether that had been accessed; is3 that correct?4 A. That is correct. And I'd like to revise5 my statement and maybe ask Miss Lepori when she's6 questioned to address that.7 Q. Okay. Yeah. I know there was -- there8 was some activity regarding it. Are you the best9 person to answer that question?

10 A. I believe Miss Lepori would be the best11 person to answer that.12 Q. Okay.13 MR. SCHRIER: All right. With that, Mr.14 Chairman, I have nothing further.15 CHAIR PLOUSIS: Thank you.16 Miss Richardson?17 MS. RICHARDSON: Nothing else from the18 Division, Chairman. Thank you.19 CHAIR PLOUSIS: Thank you.20 Thank you. And we'll call the next21 witness.22 MR. SCHRIER: Very good. Eldorado will23 call Bret Yunker.24 MR. YUNKER: Good afternoon.25 CHAIR PLOUSIS: Mr. Nance, will you

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1 ITEM NO. 14 - YUNKER2 swear in Mr. Yunker, please.3 B R E T D . Y U N K E R , having been first duly4 sworn remotely, testified as follows:5 MR. NANCE: Please state your name for6 the record.7 THE WITNESS: Bret Yunker.8 MR. NANCE: Thank you.9 MR. SCHRIER: May I proceed?

10 MR. NANCE: Yes.11 MR. SCHRIER: Thank you.12 DIRECT EXAMINATION BY MR. SCHRIER:13 Q. Good afternoon, Mr. Yunker.14 A. Good afternoon.15 Q. What is your current title with16 Eldorado?17 A. I'm the Chief Financial Officer of18 Eldorado Resorts.19 Q. Can you please provide some background20 to the Commissioners on yourself, your employment,21 your history, your education?22 A. Absolutely. And very nice to be with23 everybody this afternoon digitally. And thank you24 very much for hosting us. And off the top, I want to25 thank the Division staff for their hard work on this

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1 ITEM NO. 14 - YUNKER2 unprecedented situation. We wouldn't be here without3 all of their support in navigating us through what was4 an unprecedented situation.5 In terms of my background, I'm6 originally from Southern California. I started my7 banking career in 1998 with Bank of America, covering8 entertainment, media, and gaming industries. That9 quickly developed into a focus on the gaming industry

10 in the early 2000s. So I got to work on a wide11 variety of transaction across the corporate and tribal12 gaming space throughout the 2000s, including some13 headline consolidation transactions not unlike this14 one. And so I had a front row seat to what went down15 with the great financial crisis for this industry.16 That helped shape the financing that we executed as17 part of this merger, which we'll talk about. And I18 think also helped us get through this unprecedented19 time.20 I spent 14 years with Bank of America.21 I moved to New York in March 2000 of -- March 2009.22 Dow 6,000. Everything was in chaos, and we managed to23 save a number of the large industry players at that24 time that were having severe difficulties and got25 through a very difficult period.



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1 ITEM NO. 14 - YUNKER

2 I finished my career after 14 years with

3 B of A. I spent six more years as a banker with

4 JPMorgan, leading their gaming efforts in the country.

5 When I got to JPMorgan, fortuitously, I had been

6 spending time throughout my career with the Eldorado

7 team and the Caranos and Mr. Reeg. They were just

8 starting to do their go-public transaction where they

9 did a reverse merger with a company called MTR Gaming.

10 Luckily, we were able to lead the financing in

11 connection with putting those two companies together

12 and effectively taking Eldorado public.

13 Since that time, obviously it's been

14 very active with Eldorado in terms after series of

15 acquisitions, both independent assets and companies,

16 including Isle of Capri and the Tropicana acquisition

17 that we've talked about. I was always intrigued about

18 working with them. Obviously a great growth story in

19 the industry. You know, it was different. Ten years

20 ago with Eldorado and the Carano family would use

21 equity in transactions. During the 2000s, they were

22 always cash-fueled acquisitions. This was different,

23 where the Caranos continued to say they're happy to

24 get diluted as long as they're growing a company

25 strategically and creating value. So that's what's

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1 ITEM NO. 14 - YUNKER2 been going on with the Eldorado story to this point.3 When Gary became Executive Chairman in4 late 2018 and Tom was elevated to CEO, that left the5 CFO vacant. I was happy to get that phone call from6 Tom. I know a lot of people were interested in7 joining the team. And I -- it was a perfect fit for8 me. It got me back to the West Coast from New York.9 We had a great ten years there. But I'm now based in

10 Nevada.11 And my first day on the job was -- with12 Eldorado was May 2nd of last year. So as you can13 imagine, from day one I was very busy. Eldorado and14 Caesars at that time were deep into diligence and15 negotiations around this merger. So I spent the16 balance of the first two months up to June 24th17 diligencing the company and really arranging the18 financing that we'll talk about in much more detail,19 $7.2 million in committed financing from our bank20 group and 3.2 million in VICI.21 In terms of the go-forward organization,22 we've got a chart at the very back of the presentation23 that shows who will be reporting to me. It's some24 great leaders across design and construction,25 procurement, sourcing, strategic business services and

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1 ITEM NO. 14 - YUNKER2 IT, strategic analytics, finance IR and treasury and3 tax. It's a great team of leaders from both Eldorado4 and Caesars, 50/50. And we can't wait to get going5 assuming we get approval for the merger.6 Q. Thank you. Is that Slide 39?7 A. Yup.8 Q. Is that what you were referring to Mr.9 Yunker?

10 A. Yes.11 Q. Okay. And what role will you be playing12 with the merger, which is the subject of our hearing13 today?14 A. Okay. In terms of the role for the15 merger, again answering upfront was a very heavy lift,16 and we designed it with, you know, downsized scenarios17 in mind, which we'll talk about. We spent a lot of18 time going across the country visiting all the19 properties, meeting the leadership, teams there across20 all functions. Spending a lot of time in Las Vegas21 with the corporate teams, thinking through how best to22 integrate both the Las Vegas corporate infrastructure23 that exists at Caesars today alongside our Reno24 corporate infrastructure at Eldorado.25 Q. In working with the Division of Gaming

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1 ITEM NO. 14 - YUNKER2 Enforcement's Financial Unit on this merger?3 A. Yeah. We've obviously been through a4 series of approvals across the country. And I've5 spent a great deal of time with the Division staff,6 particularly Mr. Glaum, who is the financial expert in7 terms of reviewing this transaction, analyzing the8 models, and getting that into this terrific report9 that was assembled that has an extreme amount of

10 detail around the merger.11 Q. Regarding the financial information and12 the forecasts that are outlined in the report of the13 Division of Gaming Enforcement, did you have input14 into those?15 A. Yes, I did.16 Q. And who prepared the forecasts that were17 outlined there?18 A. We prepared them at a consolidated19 level. We do rely, to some degree, on the property20 level management teams to assemble their bottoms-up21 projections for the properties. But we consolidate22 them on a corporate level.23 MR. SCHRIER: Referring back to slide24 seven, please?25 Thank you.



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1 ITEM NO. 14 - YUNKER2 Q. During the course of this transaction,3 we have all touched upon the fact that a pandemic has4 hit us, and we were all affected, but particularly the5 gaming industry. How did the company manage that in6 regard to keeping the merger on track?7 A. So, yes. The gaming industry, leisure8 industries, and many industries beyond, you would9 never expect a full national shutdown and zero-revenue

10 environment. Luckily, both Eldorado and Caesars came11 down into the shutdown with moderate leverage on a12 standalone basis. For example, Eldorado was leveraged13 just over four times as of December 31st, 2019. And14 we had ample liquidity from cash on hand and our15 revolvers that we both funded alongside many of other16 industry participants as the shutdown began.17 What was great about, you know, being18 somewhat lowered levered and having tons of liquidity19 available to us was, it allowed us to be patient with20 respect to capital raising and allowing properties to21 naturally reopen coming out of the crisis.22 Q. Can you talk a little bit about some of23 the things that you accomplished in response to the24 COVID-19?25 A. Yep. So looking at the models that

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1 ITEM NO. 14 - YUNKER2 we've been running, you know, consistently since3 summer of last year, given the billion dollars of4 losses that Mr. Reeg discussed and are outlined in the5 report from the shutdown, we recognized that our debt6 levels would be elevated relative to our original7 underwriting, and liquidity would be tight if we8 didn't raise any other capital beyond what we9 committed from our banks. So in April we began

10 exploring various means of raising capital. As the11 market began to heal, alongside the casino reopenings12 that began in May, we settled on a strategic of13 executing a significant equity raise alongside other14 liquidity and other transactions that I'll discuss in15 more detail. Importantly, both the Eldorado and16 Caesars boards supported this strategy.17 Even though no one was forcing us to do18 equity, we knew it was the right thing to do. Again,19 the equity raise we were effectively giving up20 shareholder upside in order to protect near term21 downside. Again, this is something the Carano family22 has consistently done throughout its history in this23 space and one of the many reasons I took this job.24 The equity offering that we executed in25 mid -- in mid-June was historic. We sold an

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1 ITEM NO. 14 - YUNKER2 approximately 20 percent stake in standalone Eldorado3 and priced the transaction at a premium at last close,4 which rarely happens on equity offering, and it was5 the largest equity offering to price at a premium6 post-COVID-19. And trust me, no one is happier than7 me that the April modeling scenario that was outlined8 in the report did not play out in reality. As that9 report notes repeatedly, we would have been in

10 precarious liquidity position. And alongside the rest11 of the transactions that we'll talk about, we're just12 in a very different place given what we executed in13 June.14 Q. And what would you say was the basis for15 being able to price this offering at a premium?16 A. Well, yeah. We had casinos reopened.17 We put out those initial Resorts -- results --18 operating results in mid-June for the reopened19 properties that had opened in May in Louisiana and20 Mississippi. I think the investors were very21 surprised at what those showed in terms of modest22 revenue declines but nothing near what, you know,23 people were probably thinking when you think about a24 building operating at 50 percent capacity. I think25 most people were thinking revenues would be down in

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1 ITEM NO. 14 - YUNKER2 line with that capacity reduction. In fact, they3 were, you know, barely down for Eldorado and/or up for4 Caesars in the regional properties.5 Alongside that EBITDA was, you know, up.6 So I don't think we had ever modeled it that way.7 Certainly that wasn't what we had modeled in April.8 So I think that started to allow investors to see that9 we could ramp out of this maybe quicker than most

10 people thought. Alongside that, just providing11 liquidity, I think everybody thought that was a good12 side from both an equity and debt perspective.13 The strategic rationale of this merger,14 we've talked about a lot already today, so I don't15 need to go into it again, but I think investors see16 that. I think they also see a long track record from17 Eldorado being able to temporarily take on some more18 debt to close an acquisition and then quickly pay it19 down. So I think that track record also helped us20 significantly, and all of that led to that transaction21 pricing at a premium.22 MR. SCHRIER: Put up Slide 8.23 Q. Go back to the equity offering that you24 mentioned. Where does -- where does that offering put25 the company in comparison to other publicly traded



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1 ITEM NO. 14 - YUNKER2 gaming companies?3 A. Yeah. As of this morning, if you look4 at the pro forma share count for the company and5 multiply it by our share price, our market cap is well6 north of $7 billion, making us the most value gaming7 company in this space. Equity investors think8 long-term, and this graph simply points to our ability9 to manage the company through the other side of this

10 health crisis.11 MR. SCHRIER: Can we flip to Slide 9,12 please.13 Q. In addition to the -- push ahead if you14 would, two slides?15 A. Yeah. I'm happy to hit No. 9 here16 quickly. Just a couple highlights.17 On the heels of the equity offering, we18 executed Part II of our financing plan, which was to19 place $7.2 billion of committed financing into the20 capital markets and upsize in order to ensure we had21 full access to our revolving credit facilities, plus22 additional cash on hand.23 Given Eldorado's willingness to execute24 equity, coupled with that track record of25 de-leveraging, we again encountered extremely high

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1 ITEM NO. 14 - YUNKER2 demand for our offering which allowed us to price the3 new debt, which was just over six percent. Which was4 right in line with our original pricing expectations5 for the summer. So that allowed us to upside the debt6 by $800 million and provided additional liquidity.7 Alongside that, we also announced a $5008 million transaction with VICI centered on Las Vegas9 based assets. And an incremental $210 million of

10 revolving credit facility from a national bank group.11 So in totality, as you look at the12 report from April -- the April model and the report13 was delivered in June -- it does a great job14 summarizing what's called the subsequent events, which15 are these transactions that I just walked through.16 In totality, the equity incremental17 debt, VICI transactions, and revolving commitments18 totaling $3.2 billion of incremental liquidity across19 these transactions, leaving us with approximately $420 billion of total liquidity, which is outlined in table21 format on Slide 10.22 Q. The issued liquidity was one of the23 topics that the Division raised questions about in24 their report initially; is that correct?25 A. Yes.

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1 ITEM NO. 14 - YUNKER2 Q. If we go to Slide 10, what does that3 slide depict?4 A. Yeah. This is where we expect to close5 in terms of liquidity with cash and revolvers6 available to us at $3.3 billion. We've got these VICI7 transactions and incremental revolver commitments8 which are subject to regulatory approval. We expect9 to get those done, hopefully, by the end of third

10 quarter taking us to four billion.11 One further note, we've talked about12 already today that, as everyone's aware, we've agreed13 to divest three assets in Indiana. In order to lessen14 market concentrations. So we expect these sales to be15 executed in the coming months and announced, and those16 will just further enhance our liquidity position as we17 get into 2021.18 Q. So now that you've completed the19 financing, and I've heard that the funds are in20 escrow, can you describe what the total capital21 structure will look like?22 MR. SCHRIER: If you could flip to Slide23 11, please.24 A. Yeah. Slide 11 this chart ties together25 our final financing package, which is largely in line

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1 ITEM NO. 14 - YUNKER2 with what we underwrote last summer in terms of where3 we land on a net debt basis. We'll be just inside of4 $13 million of traditional total net debt. That's5 just a bit higher than last summer but highly6 manageable in light of our pro forma liquidity7 situation. And most importantly, the runway to the8 first debt maturity, which would be in December of9 2024. So we have four years to work through

10 integration, manage near-term instability stemming11 from the health crisis, de-leverage our business, and12 optimize our asset base, as we have done in many13 precedent transactions.14 Q. So does the fact that your earliest debt15 maturity doesn't arise for four years, what does16 that -- what does that give you in terms of sort of17 the runway you're talking about?18 A. It gives us a lot of flexibility.19 Again, ten years ago, with a different transaction in20 the space and others, we learned a lesson that having21 debt maturity right in front of you after you close a22 merger is not a good idea. So we saw this as a great23 opportunity, putting these companies together and debt24 structures together, to not have a maturity until25 December of 2024 and have well over $4 billion of



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1 ITEM NO. 14 - YUNKER2 liquidity on hand means that the operating3 expectations, which we all know are going to be4 volatile, you know, it takes some of the heat off of5 having to stick the landing on every single projection6 given there's no debt maturity until the end of '24.7 Q. Thank you.8 MR. SCHRIER: Can we flip to slide 12,9 please.

10 Q. So the company provided updated11 forecasts to the Division of Gaming Enforcement at the12 end of April; is that correct?13 A. Yes.14 Q. And how has the company's performance15 been compared to those forecasts? We've heard a16 little bit about it, but I think that's your17 bailiwick, so can you explain that in a little bit18 more detail?19 A. Absolutely. I think everyone will see20 that we announced preliminary results from the21 reopened properties for both Eldorado and Caesars22 through June 30th this morning. Very happy to report23 that the regional properties for Eldorado and Caesars24 are performing really well in both revenue and EBITDA25 and well beyond, you know, any expectation that we had

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1 ITEM NO. 14 - YUNKER2 when we were doing the April 30th model.3 The destination properties, largely Las4 Vegas oriented are soft for all the reasons we've gone5 about -- talked about earlier this morning. But even6 as soft as they are, with, you know, revenue down 30,7 40, 50 percent, an EBITDA in line with those declines,8 you know, we had modeled 60-percent-plus declines on9 ebb today for the third quarter. So despite that

10 softness and the destination properties, we're11 actually still performing ahead of those. If you look12 specifically at just comparing the 2Q EBITDA13 performance in the April 30th model against where14 we're coming in on a preliminary basis for both15 companies, we're roughly $100 dollars ahead just for16 2Q alone. So we're very cautiously optimistic that we17 can carry this through and effectively be free cash18 flow positive over the next 12 months.19 MR. SCHRIER: Can we flip to the next20 slide, please?21 Q. In the Division of Gaming Enforcement's22 report, one of the things that they focused on were23 the synergies that you expected to achieve in the24 transaction, and Mr. Reeg commented on that as well.25 But the Division was concerned with the measures that

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1 ITEM NO. 14 - YUNKER2 you may be taking in order to achieve those synergies3 and how that might impact Atlantic City. Can you4 address that?5 A. Absolutely. And I know Tom had already6 hit this, so I'll try to be somewhat brief here given7 we've already covered this. But first of all, the8 original synergies that we underwrote, the 5009 million, including 100 million of revenue-related

10 synergies, which given what we've learned since the11 merger may prove to be conservative. That being said,12 we won't know for certain, you know, how we're doing13 against this hundred-million revenue synergies until14 we start seeing the results of putting Eldorado15 properties into the Caesars Rewards network16 post-closing merger. And vice versa, you know, we're17 hoping to see some upside where we can market18 Eldorado's database in new major metropolitan areas to19 help support Las Vegas, Atlantic City, and other20 destinations.21 With respect to the 400 million of22 announced expense savings, these represent only five23 percent of the combined companies' $8 billion of24 2019's operating expenses. So we believe a five25 percent reduction is achievable. And the focus has

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1 ITEM NO. 14 - YUNKER2 always been on achieving the vast majority of those3 savings at the corporate level through payroll and4 non-payroll reductions across the enterprise.5 Mr. Tony Rodio, he became the new CEO6 alongside when we were doing our initial diligence in7 early 2019. He saw many of the same opportunities8 that we did during that time. And to that end, his9 operating philosophy and actions taken pre and post

10 the merger have resulted in significant expense11 reductions to date, with revenues in January and12 February of 2020 when Caesars reported record monthly13 results.14 With respect to Atlantic City, we're15 well aware of the cost reductions that have taken16 place over the past 12 years, and the Division's17 report highlights those in many areas. As such, it18 has not been a focus of us in terms if generating19 material cost savings for the merged entity.20 When we engaged specifically with the21 Division in terms of employment conditions, we quickly22 came to the agreement as to how to ensure employment23 levels returned, pre-crisis levels. And we're eager24 to see where they go from there once our capital25 investments begin at the end of the year.



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1 ITEM NO. 14 - YUNKER2 Q. Thank you.3 MR. SCHRIER: And can we flip to Slide4 14, please.5 Q. This is a recurring theme, of course,6 that we've heard so far in the testimony and from the7 Division in its report, was the chronic lack of8 capital investment in the Caesars properties Atlantic9 City. Can you briefly describe to the Commission how

10 you prepare to address that?11 A. Yes, I can. We're well aware of the12 back of investment that stemmed from the ownership13 over the past decade, plus in consultation with our14 property level leaders in Atlantic City and15 discussions with the Division, we formulated a major16 capital reinvestment plan for the Atlantic City17 properties, assuming our merger is approved. These18 encompassed a $400 million investment over the first19 three years post-closing across Caesars. Harrah's and20 Tropicana with at least 150 million of that earmarked21 for Caesars. The investment will also be front-loaded22 and dollars put into escrow at closing of merger.23 Beyond the three-year investment24 horizon, we've also committed to invest at least five25 percent of our revenues annually into the Atlantic

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1 ITEM NO. 14 - YUNKER2 City properties.3 Q. Thank you.4 MR. SCHRIER: And can we flip to Slide5 15, please.6 Q. Another significant part of this merger7 transaction involves the sale and the lease back of8 the land under Harrah's Atlantic City to VICI. You've9 heard a bit about that, and the Division has raised

10 some concern about that, as did Professor Perry, that11 the ownership of casinos by real estate investment12 trusts may not encourage the expenditure of capital on13 the casino facility itself by the operator. Do you14 agree with that viewpoint?15 A. Yeah. I think Tom touched on this a16 little bit earlier, but I'd like to reiterate, you17 know, our position. We understand that the Division18 has concerns about the impact of REIT ownership on an19 operator's decision-making process with respect to20 allocating capital expenditures. At Eldorado we21 believe that Caesars' lack of spend on its Atlantic22 City leased assets has been driven by a corporate23 decision related to capital allocation, especially24 when you look at what Caesars has currently been25 investing in leased assets elsewhere in its regional

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1 ITEM NO. 14 - YUNKER2 and Las Vegas portfolio. At Eldorado we make3 corporate decisions on where best to invest capital4 regardless of the assets' leases, and that's certainly5 been the case with Tropicana portfolio where we make6 substantial investments in those assets since our late7 2018 acquisition. During my time at Eldorado, we've8 never had any discussion around when we allocate9 capex, is that asset in lease or not? We just -- we

10 put money where we think it's going to get the best11 return.12 So in any event, in order to address the13 Division's concerns, we are making a commitment as14 previously stated to escrow $400 million for purposes15 of investment across all the leased assets in Atlantic16 City, assuming that the real estate is approved17 through the VICI.18 Q. So is the $400 million escrow account19 linked in some way to the Atlantic City land sale?20 A. That's how we've been thinking about it21 at Eldorado.22 Q. I think this might be a good spot to23 also talk about a trust agreement that will be created24 to fulfill this commitment that we're talking about25 regarding the $400 million and potentially adding

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1 ITEM NO. 14 - YUNKER2 another $125 million. If the Bally's transaction does3 not go through with within a specific period of time,4 you're aware that there is a trust agreement that has5 been circulating that, hopefully, will be agreed to6 today?7 A. Yes, I am.8 Q. And do you understand that the Trust9 Agreement requires that the company put up the $400

10 million into an account to be managed by the Trust on11 day one of this merger?12 A. Yes, I do.13 Q. Do you understand that the Trust will be14 managed by an independent trustee and not by New15 Caesars once those funds are placed into the account?16 A. Yes, I do.17 Q. So once the trust is set up and your18 capital expenditure budget is submitted and approved19 by the Division, do you understand that you'll have to20 execute on that budget? You go to the Trustee to get21 the funds to pay contractors as that work is22 performed?23 A. Yes, I do.24 Q. And are you clear on the fact that this25 money that will be set aside is not money that's



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1 ITEM NO. 14 - YUNKER2 generally available to New Caesars for any other use?3 A. Absolutely.4 Q. If you fail to fulfill your obligations5 and don't cure that failure to expend the capex6 according to the terms of the Trust, the Trustee can7 execute the improvements and use the funds until you8 are permitted to restore your efforts to do so by the9 Division and the Commission. Do you understand that?

10 A. I do.11 Q. And if you never do get your privileges,12 so to speak, to restore the capex, do you understand13 that the Trustee will then have the right to execute14 on the capital expenditure budget as opposed to the15 company making those decisions?16 A. Yes, I do.17 Q. Okay. And you also understand from the18 Trust that it won't be terminated until all the19 approved funds have been expended and all the expenses20 of the Trust have been paid?21 A. Yes.22 Q. Mr. Yunker, is it fair to say that you23 and New Caesars agree to this and the capital24 expenditure fund, the three-year program, the deed25 restrictions, and all of the other 40 proposed

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1 ITEM NO. 14 - YUNKER2 conditions so that the Commission and Division would3 be comfortable with approving the merger, the sale of4 Harrah's land, the amendments to the master lease5 which are contained in the petitions that are6 currently before the Commission?7 A. Yes.8 MR. SCHRIER: Can we flip to Slide 16,9 please?

10 Q. We just touched on it, but one area that11 the Commission has to consider in its evaluation of12 this merger is what the impact of this transaction13 will have on economic concentration and competition in14 the city of Atlantic City among the casinos. Excuse15 me. Can you describe --16 A. Yeah. Go ahead. Sorry.17 Q. -- steps you are taking in this regard?18 A. Yes. In order to address the19 recommendations from the Division's economic expert,20 we've agreed to the following conditions that we21 expect will foster competition and further development22 in Atlantic City, all of which are listed here on the23 slide. Importantly, with respect to Twin River,24 they're a significant regional competitor that's going25 to bring significant competition when they are

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1 ITEM NO. 14 - YUNKER2 approved to take over Bally's. They bring a very3 large East Coast database into play and have a very4 talent the management team.5 Q. So it sound like Twin River could be a6 very formidable competitor in this market?7 A. From my perspective, yes.8 MR. SCHRIER: Can we flip the Slide to9 17, please?

10 Q. Mr. Yunker, on Slide 17 there is a chart11 that has been put together. Was that a chart that you12 put together?13 A. Yes.14 Q. And it runs for three pages, 17, 18, and15 19. And what it appears to address, and one of the16 concerns that were raised by the Division in its17 report and the company's response. What was the18 purpose of putting this chart together?19 A. Yeah. Again, having, you know, spending20 a lot of time with the report and the Division, you21 know, during this review process, I just wanted to22 reiterate that we understand the conditions, summarize23 the actions that we are taking in order to get merger24 approval from the Commission. And just wanted to put25 it all in one place so we could have it summarized.

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1 ITEM NO. 14 - YUNKER2 Q. So what this represents is a chart that3 you prepared that actually talks about each of the4 concerns, company's response, and effectively how that5 response will be executed potentially by agreement to6 certain conditions upon approval of the merger and the7 other petitions that are pending?8 A. That's correct.9 Q. Okay. And I just want to ask you as

10 well. You've read all the conditions that have been11 submitted to the Commission by Eldorado, Caesars, and12 the Division. There's about 40 of them, and they've13 been marked in evidence. On behalf of New Caesars, as14 the incoming CFO of that company, do you agree to15 abide by these conditions if this merger and the other16 petitions are approved?17 A. Yes. I'm familiar with all 40, and I18 support them.19 Q. Thank you.20 MR. SCHRIER: I have nothing further.21 CHAIR PLOUSIS: Thank you.22 Miss Richardson?23 MS. RICHARDSON: Thank you, Chairman.24 CROSS-EXAMINATION BY MS. RICHARDSON:25 Q. Good afternoon, Mr. Yunker.



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1 ITEM NO. 14 - YUNKER2 A. Good afternoon.3 Q. You've addressed the liquidity measures4 that you took within the last -- within June of 20205 to increase their -- the liquidity availability;6 correct?7 A. Yes.8 Q. And overall, there was an almost a 2.39 billion increase in liquidity; is that right?

10 A. That's correct.11 Q. And with the cash burn rate that you12 described in the second quarter, that was essential to13 maintaining a liquidity level going forward in these14 uncertain conditions?15 A. Yeah. We -- you know, we, like many16 others -- not only in the gaming industry but again,17 across many industries, domestically, you know, we18 learned that the value of liquidity. Again, we came19 into this with quite a bit of liquidity. So even20 though we suffered a billion dollars of cash outflows21 during the second quarter, we were able to get to the22 mid to back half of June given built-in liquidity that23 we built in upfront for a rainy day. So that served24 us well. And then we were able to right-size the25 liquidity and leverage situation by the other

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1 ITEM NO. 14 - YUNKER2 offerings we executed in June.3 Q. And essentially, you forecasted a4 gradually -- a gradual return to normal operating5 results projected by the year end of 2021; is that6 correct?7 A. That's correct.8 Q. Including in that is an assumption or9 projection that operating limitations of capacity

10 would be at 70 percent; is that correct?11 A. Yes.12 Q. In fact, though, presently -- and you13 know, for the foreseeable future of an unknown14 duration -- they are quite lower than that; is that15 right?16 A. That's right.17 Q. You still have confidence in your18 forecast in that approximate return to normalcy by19 around the fourth quarter of 2021?20 A. Yes, we do.21 Q. And explain that.22 A. Yep. So again, I'll list some23 statistics that we put out publicly this morning for24 reopened properties. And again, I think there were25 two pieces to this in our modelling. One was an

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1 ITEM NO. 14 - YUNKER2 assumption around when properties would reopen. And3 we're happy to report that in large part, you know,4 bulk of the properties opened along -- alongside the5 schedule that we had laid out in April. Which was6 great news. There was a couple -- as you know,7 obviously Atlantic City was a little bit behind and8 Illinois. The flip side of that is a couple were9 ahead in Las Vegas. So largely just from the timing

10 perspective, we almost stuck the landing perfectly11 from April to what has actually occurred.12 In terms of performance, Caesars for13 their core regional properties for the reopened period14 through June 30th, they reported this morning that15 their revenues were actually up 9 to 11 percent, which16 is pretty incredible with this 50 percent operating17 limitation across that portfolio.18 Again, destination properties are down19 meaningfully at roughly 50 percent of the top line.20 EBITDA for Caesars core regional properties was up 7021 to 80 percent. That's seven-zero to eight-zero22 percent for a through June 30th. Again, we had been23 modelling revenues down and EBITDA down at greater24 percentages than the revenue declines. So pretty25 incredible statistic there. Obviously benefitting

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1 ITEM NO. 14 - YUNKER2 somewhat from pent-up demand an other factors. But I3 don't think anyone would have had that in their models4 in April. Certainly we did not.5 The destination properties, again,6 weaker, given the challenges that Las Vegas is having7 alongside Caesars New Orleans asset. But still down8 55 to 65 percent on EBITDA through June 30th. That's9 roughly in line with what we were modeling for the

10 whole company for the third quarter. So we're well11 ahead when you put those two together.12 And Eldorado, net revenues for our13 regional properties decreased only nine percent14 through June 30th. Again, much less than we had15 modeled in April.16 And for destination properties, which is17 our Reno property, down approximately 40 percent18 through June 30th. Again, in sight of what we19 projected in April. EBITDA actually up 16 percent for20 the core Eldorado regional properties. EBITDA down21 approximately 30 percent for Reno.22 When you roll all of that together, what23 it means is that we do have confidence that we're24 actually within spitting distance of what -- what the25 company did in 2019, especially when you think about



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1 ITEM NO. 14 - YUNKER2 the incremental measures being taken as part of the3 merger. So we do feel very confident that we are4 going to be free cash flow positive over the next 125 months.6 Q. And in addition to the liquidity steps7 that you've already discussed that Eldorado took in8 June 2020, what are their -- what other options does9 Eldorado, which would be New Caesars if the merger is

10 granted, if there are shortfalls from forecasting --11 forecasted operating results.12 A. Yeah. Great question. So yeah. We13 pulled four levers in June in terms of different14 options. You know, across equity and debt capital15 markets, bank financing, and then the transaction with16 VICI where we actually sold some land. In addition to17 those options, we always have access to capital18 markets. There are some capital markets that we19 didn't access that remain available to us, notably the20 equity-linked market.21 We will be conducting asset sales, as we22 discussed in connection with the Indiana requirements,23 so that's going to provide additional liquidity in the24 next 12 to 18 months. We have -- we own roughly half25 of our assets outside of the leases. So we have

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1 ITEM NO. 14 - YUNKER2 wholly owned assets that are significant that we can3 monetize through additional sale lease backs or4 outright sales. We've talked in the past about5 selling a Las Vegas Strip asset. So that's something6 we'll be looking at in the next 12 to 18 months as7 well.8 We have this great growing opportunity9 in the sports and online gaming space where, you know,

10 working together with our partner, William Hill, there11 may be a monetization opportunity off of those assets12 in the next 12 to 18 months, and additional assets13 that we can monetize if and when needed.14 Q. And related to the potential15 monetization of sports wagering or internet gaming16 assets with William Hill or otherwise, how does that17 potential source of flexibility align with any18 potential plans you may have for Caesars Interactive19 Entertainment New Jersey?20 A. Yep. So these high-growth assets that21 are stuck in the consolidated company and not being22 valued appropriated from our view, those interactive23 assets of both Eldorado and Caesars that are24 performing admirably in the State of New Jersey, we25 would like to see those, you know, potentially

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1 ITEM NO. 14 - YUNKER2 combined into a higher-growth vehicle that the public3 markets can see and value at a higher multiple than4 what we get valued at today. So those businesses5 would continue to thrive. Especially if they're6 combined in the right way with sports betting where7 you could do cross marketing cross wallets and8 channels, which would be more revenue, which would9 benefit the State of New Jersey.

10 Q. And this has been touched upon some11 previously. But you're aware that our report12 addresses how the CEC properties in Atlantic City have13 had dramatic reductions in EBITDA since 2008 while14 other casinos during that time period have realized15 positive increases during that time. You're aware of16 that?17 A. Yes, I am.18 Q. What plans that have not previously19 mentioned does Eldorado have for the CEC properties if20 the merger is approved to affect an impact operating21 results?22 A. Yeah. I think both Tom and Anthony hit23 it, and I know Mr. Callender is going to go into more24 detail given he's more occupational than I am. But25 obviously, you know, from my perspective, reinvesting

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1 ITEM NO. 14 - YUNKER2 in these assets that have been starved of capital for3 the last 12 years, you know, that's where I come into4 play as the CFO. So we've arranged an abundance of5 capital to make that happen day one.6 Q. And with regard to Harrah's Atlantic7 City, what's your view of why that casino's8 operational results had a decline also over the last9 ten years while their capex investment was at an

10 industry-leading level?11 A. Honestly, you know, I wasn't part of the12 Caesars management team operating those assets. I do13 think the Harrah's Atlantic City asset, you know,14 benefited from the convention center and some room15 remodels and wasn't as starved as the odd ones. You16 know, the market in general, the last 12 years just17 has had a hard time just because of all the additional18 competition that's come in in the Northeast. But19 individual property level trends over last 10 to 1220 years, I'd probably defer that a little bit to Steve21 Callender just given his expertise in the market and22 everything he did to grow Tropicana during that time.23 Q. And you've addressed somewhat with Mr.24 Schrier capex commitments, proposals from the Division25 to have condition requirements to that effect.



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1 ITEM NO. 14 - YUNKER2 Specifically, Bally's and Caesars from 2008 through3 2009 had the lowest total capex of other properties --4 in comparison to other properties that were opened5 during that period; is that correct?6 A. Yes.7 Q. And viewing that data through 2019, that8 included from 2017 on after CEOC exited their9 bankruptcy reorganization; is that correct?

10 A. Yes.11 Q. And because this is such a critical area12 of concern for the Division, information about13 Eldorado's capex plans for the CEC Atlantic City14 properties was requested early on after the merger was15 announced; is that correct?16 A. Yes.17 Q. And that would have been approximately18 August 2019?19 A. I believe that's correct.20 Q. And in September 2019, ERI responded21 that since the FTC approval was pending, it was22 precluded from completing extensive operational23 reviews. But once they were so permitted, they would24 hold meetings and conduct those reviews to lead to25 specific capex plans; is that correct?

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1 ITEM NO. 14 - YUNKER2 A. Yes.3 Q. The Division advised you at that time4 that, notwithstanding further in-depth reviews that5 would be done at a minimum, a preliminary plan was6 required at that point; correct?7 A. Yes.8 Q. And you responded to that request and9 included general areas of potential capital investment

10 at the three Atlantic City companies operated by CEC;11 is that right?12 A. We did.13 Q. But notwithstanding that response, no14 specific commitments to projects was included in any15 responses to the Division through January 2020, was16 it?17 A. That's correct.18 Q. Again, in February 2020 the Division19 reached out to you through Deputy Chief Chris Glaum to20 discuss its capex concerns; correct?21 A. Yes.22 Q. And after that contact, you submitted23 your support for the initial CEC capex plan, which24 they had been required to submit on a quarterly basis25 under their restructuring conditions; is that correct?

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1 ITEM NO. 14 - YUNKER2 A. Yes.3 Q. And you also indicated that Eldorado4 would commit to increasing the capex budget for the5 CEC Atlantic City properties to $100 million per year6 in 2021 and 2022; is that right?7 A. Yes.8 Q. And Mr. Glaum thereafter explained to9 you the issues with the quarterly capex plan

10 submissions by CEC, did he not?11 A. Yes, he did.12 Q. And that explanation noted that there13 were continual deferrals of projects in those reports14 to future years, rendering it inadequate to support a15 near-term investment commitment; is that correct?16 A. Yes.17 Q. And following that explanation, you18 submitted Eldorado's commitment to 325 million for19 capex at the CEC Atlantic City properties and also20 included Tropicana in that figure for a three-year21 period?22 A. Yes.23 Q. And you also expressed a willingness to24 impose an escrow arrangement or front -- upfront25 funding requirement for any capex funds?

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1 ITEM NO. 14 - YUNKER2 A. Yes, I did.3 Q. And then following additional4 discussions with the Division, Eldorado ultimately5 committed to dedicate $400 million in capex funds to6 be expended over a three-year period?7 A. That's correct.8 Q. And you've addressed this, so I just9 want to touch upon again the breakdown of the

10 particular arrangement. If the Commission approved11 the merger, the Division has proposed conditions to12 memorialize that condition; is that correct?13 A. Yes.14 Q. I'm sorry. I didn't mean "condition."15 I meant "commitment."16 A. Yes.17 Q. And given the critical need for spending18 in the near term since previous expenditures have been19 inadequate at the CEC properties, the spending20 commitment would require at least 200 million to be21 expended in the first year and a the total of 32522 million having been spent by the end of year two; is23 that correct?24 A. Yes.25 Q. And to Caesars Atlantic City in



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1 ITEM NO. 14 - YUNKER2 particular in its need for a dramatic initiative as to3 capex, a minimum of $150 million from the total 4004 million is to be spent at Caesars over three years; is5 that correct?6 A. Yes, it is.7 Q. And in addition, there are timing8 thresholds of 75 million to have been spent by the end9 of year one, and a total of 125 million having been

10 spent by the end of year two for Caesars. Is that11 also correct?12 A. Yes, it is.13 Q. And although a sale of Bally's is14 pending, the Division has additionally proposed that15 another 125 million would need to be added to address16 capex for Bally's Atlantic City over a three-year17 period if that sale is not completed; is that correct?18 A. Yes.19 Q. And Eldorado also commits to do that if20 it obtains approval for the merger?21 A. Yes, we do.22 Q. And Eldorado also understands that an23 ongoing commitment and requirement for capex is needed24 to set forth ongoing expectations; is that correct?25 A. Yes, we do.

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1 ITEM NO. 14 - YUNKER2 Q. And with regard to that point, the3 Division has proposed a condition that would require4 after the initial three-year period with the trust5 account funds that at least five percent of each6 properties net revenue be dedicated annually to capex?7 A. Yes. We understand.8 Q. And you'd also commit to that9 requirement as well?

10 A. We do. We commit to it.11 Q. You did also touch upon the existence of12 deed restrictions on certain sites in Atlantic City.13 Those specifically are on the Claridge, the former14 Atlantic Club, and on the Showboat; is that correct?15 A. Yes.16 Q. And although these present obvious17 barriers to entry for new operators in the market18 which necessarily reduced competition, Eldorado19 advises the Division in January of 2020 that it had no20 intention of making any changes regarding the deed21 restrictions if the merger was approved; isn't that22 correct?23 A. Yes.24 Q. Then in later responses in February and25 April, you indicated that Eldorado would be willing to

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1 ITEM NO. 14 - YUNKER2 release the deed restrictions on the Atlantic Club3 property and non-Showboat only; is that correct?4 A. Yes.5 Q. And you are aware that -- I believe6 you've confirmed this already, but I just would like7 to discuss it again. You're aware that the Division8 if the merger is approved has proposed a condition9 that would require a removal of all three deed

10 restrictions?11 A. Yes, I am.12 Q. And Eldorado is prepared to comply with13 that condition if it is imposed?14 A. Yes, we are.15 Q. And overall just to reconfirm, you have16 reviewed in total the conditions proposed by the17 Division on its list that's been admitted into18 evidence today.19 A. Yes, I have.20 Q. And New Caesars, if it's permitted to be21 the combined new entity, will fully comply with those22 conditions if this merger is approved?23 A. Yes, we will.24 Q. Thank you.25 MS. RICHARDSON: I have no other

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1 ITEM NO. 14 - YUNKER2 questions.3 CHAIR PLOUSIS: Thank you, Miss4 Richardson.5 Commissioner Cooper?6 COMMISSIONER COOPER: I have a couple7 questions.8 Once again, Mr. Yunker, thank you for9 participating today. I'm actually going to go

10 back to a question that I posed to Mr. Reeg,11 but I would like to ask it of you as well,12 particularly since you're the Chief Financial13 Officer. And that was a question with14 regard -- and I know in bits and pieces, we've15 been hearing COVID and how it's been -- how16 it's affected you know, the whole -- just how17 it's affected. Is there anything that you18 would like to add with regard to the COVID, to19 the coronavirus as the Chief Financial Officer?20 And I suppose the original question, you know,21 when everything happened in mid-March, where,22 you know, the casino industry shutdown. I know23 Mr. Reeg had mentioned that there was a loss of24 a billion dollars. Part of me wanted to say25 well, how do you recoup that? I mean, a



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1 ITEM NO. 14 - YUNKER2 billion dollars. And he was explaining that it3 went from -- you know, all your properties4 open. Then they were shutting. I know what we5 were going through here in Atlantic City. So6 what I would like to just ask you as an aside7 as the CFO, can you discuss or add anything8 from your viewpoint about, you know, the impact9 of the coronavirus, the COVID, on the upcoming

10 merger? How it's affected or -- you know, is11 there anything you'd like to add?12 THE WITNESS: Yeah. I think I think,13 you know, from my perspective as the CFO and14 having been around this industry for so long,15 it was heartbreaking for the industry to, you16 know, have to go through yet another crisis.17 It's been through 9-11, the Great Financial18 Crisis, the terrible shooting in Las Vegas, and19 a lot of uncertain, quite frankly, specific to20 Caesars employees. So from my perspective,21 what I wanted to do and what I believe we have22 successfully done, is create a fortress of23 liquidity so that people can rest easier at24 night knowing that this company is going to get25 through, however long this crisis is. We don't

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2 need to, you know, constantly be reading about

3 ourselves in the newspapers, and are they

4 stable, et cetera? You know, from a -- beyond

5 a shadow of a doubt, I think we've put

6 ourselves in that position. So I'm hoping

7 that, you know, allows, this great company with

8 70-thousand plus pro forma employees to rest

9 easier at night.

10 COMMISSIONER COOPER: And could you say

11 the name of the company again? What you've put

12 together?

13 THE WITNESS: Oh, well, the name of the

14 company -- Caesars.

15 COMMISSIONER COOPER: No. You said the

16 fund. What you just -- it didn't come too

17 clearly. I'm sorry.

18 THE WITNESS: Yeah. No. No problem.

19 All the capital that we assembled in terms of

20 being able to have full access to our

21 revolvers, you know, and almost $2 billion in

22 cash on the balance sheet, to me, that's a

23 liquidity fortress is what I'm calling it. In

24 the sense that through thick and thin, even if

25 we have hotspots and some tough, you know,

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1 ITEM NO. 14 - YUNKER2 operating environments across the country,3 we're going to be fine to get through this will4 no matter what.5 COMMISSIONER COOPER: Okay. When you6 said "liquidity fortress," I haven't heard it.7 Again, who knows -- as you say, it's8 devastating what has happened. Who knows what9 the Fall is going to be, the Winter.

10 Hopefully, it's -- hopefully, it's better but11 who knows? It's very -- as you said, it's you12 know concern at this time.13 Let me -- there's another question I14 have for you. In one of the documents I saw15 the words with Eldorado, with Caesars,16 "decentralized" operating model and a17 "centralized" model. Operating model.18 Decentralized and centralized. Could you19 elaborate on that, on what those are?20 THE WITNESS: Yes. Yeah. I'll trying21 to give one example. You know, and again, I22 think Tom and Anthony have talked to this, and23 feel free to ask Mr. Callender as well with his24 experience with Eldorado. But one example25 would just be where are marketing decisions

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1 ITEM NO. 14 - YUNKER2 made in terms of, you know, customers' offers?3 Is that a centralized function done in Las4 Vegas, or is it done closer to the properties5 with the GMs and the local managers? So it's6 really just -- you know, it's one of many7 examples. Where is the decision being made,8 centrally, or is it being made at the property9 level.

10 COMMISSIONER COOPER: Okay. And let's11 say if the merger goes through, what will you12 be looking at? What type of model.13 THE WITNESS: We're trying to take the14 best of both worlds, bot, you know, what15 Caesars has excelled at historically in terms16 of, you know, generating the database, keeping17 customers highly engaged. We think they do a18 great job using mobile technology and the19 Caesars app. Revenue management functions, et20 cetera. You know, we're preserving the best of21 those pieces that we saw through a year of due22 diligence. And then we're taking the best of23 with Eldorado's, you know, property level24 approach where they can make decisions quicker,25 get mail offers out quicker, et cetera. So



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1 ITEM NO. 14 - YUNKER2 it's really marrying and blend of the best of3 both worlds from my perspective.4 COMMISSIONER COOPER: Okay. Thank you5 very much. Thank you.6 CHAIR PLOUSIS: Thank you, Commissioner7 Cooper.8 Mr. Yunker, I asked this question9 earlier. Did Eldorado or Caesars use any of

10 the Care Act?11 THE WITNESS: So we didn't access any12 loans. You know, the airlines and some others,13 you know, took direct money from the Federal14 Government. We didn't need to access any loan15 capital from the Government. We did benefit16 from employee retention tax credits where you17 received a tax credit in connection with paying18 people full wages while they were not working.19 And we also got a deferred payroll tax credit20 that is payable at the end of 2021.21 CHAIR PLOUSIS: I asked this question22 earlier of Mr. Reeg, too. The Division in23 their document said that you're forecasting a24 synergy of a savings of approximately $90025 million over the next three years. That seems

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1 ITEM NO. 14 - YUNKER2 very ambitious when I read this. And Mr. Reeg3 touched on a few efficiencies they were talking4 about. Maybe you could just elaborate a little5 more. That seems like a lot of money to be6 able to capture in savings.7 THE WITNESS: Yeah. I don't have that8 specific been table in front of me, but I think9 900 million aggregates across three years. So

10 actually the annual amount is more like 40011 million of synergies on an annual basis in that12 April model.13 In terms of where that comes from, again14 Tom talked about it. A little under $20015 million of corporate overhead savings of16 combining companies, 75 million in professional17 services. Mr. Rodio had already taken out 1018 million to date. The remaining 65 comes from19 audit, duplicative board of directors, outside20 counsel, and redundant IT. Another 50 million21 of slot lease expense, which again, Caesars22 already have taken a good chunk out to date for23 that piece. And 50 million by contracts24 combining insurance programs, purchasing, et25 cetera. So we feel good about achieving that

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1 ITEM NO. 14 - YUNKER2 number, especially given the process that Mr.3 Rodio has achieved to date.4 CHAIR PLOUSIS: But again, you agree5 that there would be no downsizing of employees.6 You know, you just said there were going to be7 efficiencies there, merging different8 operations. I just see that's ambitious if9 you're not going to lay off employees, which is

10 traditionally your highest cost. Correct?11 THE WITNESS: Yes. Yeah. So again, our12 numbers do envision and there has been employee13 reductions in Las Vegas at the corporate side14 for Caesars. So you're looking at, you know, a15 population of roughly 3500 combined corporate16 essentially managed employees in Las Vegas.17 And there has been significant attrition over18 the last 12 months, as well as some volunteer19 severance programs. But again, this is all20 away from Atlantic City and does not touch New21 Jersey. And to the extent that there is going22 to be anything that happens in New Jersey, we23 fully understand the conditions that we will be24 speaking actively with the Division about any25 reductions.

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1 ITEM NO. 14 - CALLENDER2 CHAIR PLOUSIS: Great. Thank you.3 You've answered it.4 Mr. Schrier? Did you have any followup?5 MR. SCHRIER: I have nothing further for6 this witness, Mr. Chairman.7 CHAIR PLOUSIS: Miss Richardson?8 MS. RICHARDSON: Nothing further from9 the Division. Thank you.

10 THE WITNESS: Thank you.11 CHAIR PLOUSIS: Mr. Schrier, can you12 call your next witness?13 MR. SCHRIER: Yes. Eldorado calls Steve14 Callender.15 MR. CALLENDER: Good afternoon, Mr.16 Chairman and Commissioner Cooper.17 CHAIR PLOUSIS: Mr. Callender?18 Mr. Nance, will you swear in Mr.19 Callender, please?20 S T E P H E N C A L L E N D E R , having been first21 duly sworn remotely, testified as follows:22 MR. NANCE: Please state your name for23 the record.24 THE WITNESS: Stephen Callender.25 MR. NANCE: Thank you.



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1 ITEM NO. 14 - CALLENDER2 DIRECT EXAMINATION BY MR. SCHRIER:3 Q. Good afternoon Mr. Callender. What's4 your -- excuse me -- current title with Eldorado?5 A. My current title is Senior Vice6 President of Operations for the East. I'll transition7 into President of the territory when it changes.8 Q. So your title will change to become a9 territorial regional president?

10 A. Regional President. Yes.11 Q. Can you provide the Commission with some12 background on your yourself and your employment13 history?14 A. Sure. Lifelong South Jersey guy. When15 I graduated from college, gaming was being approved.16 So I went for an interview to get into the Resorts17 International original dealer school, and was lucky18 enough to get in. So my original deal was at Resorts19 in 1978. I spent 20 years there, worked my way up to20 Vice President of Casino Operations. I worked with21 Park Place Entertainment for the next ten years. In22 fact, I was working for them when they bought Caesars.23 A year and-a-half later, Harrah's bought them24 ironically. I went to work at Resorts in 2006 for25 Tony Rodio running the property day-to-day operations.

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1 ITEM NO. 14 - CALLENDER2 And I came to the Tropicana in 2010. Tony came in in3 2011. I became General Manager in 2012, and met the4 Eldorado guys in 2018.5 Q. You also serve in any other capacity in6 Atlantic City or with the casino industry?7 A. President of the Casino Association.8 Q. How long have you done that?9 A. Just finishing up my first year.

10 Q. Quite a year you've had.11 A. Yeah. It was quite a year to have that.12 I was on the phone with Director Rebuck most of the13 time with reopening protocols and spent a lot of time14 with the team, you know, getting things ready.15 Q. Right. Right.16 What territory do you cover currently?17 A. I have the East Coast, which is18 Tropicana in Atlantic City and Scioto Downs in19 Columbus, Ohio. After the merger, Scioto Downs will20 become part of the Central Division.21 Q. And will there be any other22 jurisdictions after the merger that you will be23 responsible for?24 A. The four properties in Atlantic City,25 Harrah's in Chester Pennsylvania, and Horseshoe in

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1 ITEM NO. 14 - CALLENDER2 Baltimore.3 Q. And where will you be located4 physically, your office?5 A. In Atlantic City.6 Q. So as a regional president of New7 Caesars, what will be your responsibility on behalf of8 the company?9 A. Well, I'll be responsible for those six

10 properties. And generally I walk the properties every11 day. I would -- I would think I would be at Horseshoe12 in Baltimore a couple times a month, the same as13 Harrah's in Chester. But I'll be in Atlantic City the14 rest of the time and moving from property to property.15 Q. Now, did the GMs of these properties, do16 they report to you?17 A. They do.18 Q. And knowing that under the merger,19 you'll potentially own Harrah's, Caesars, and for a20 short time, Bally's, do you have familiarity with21 these casino hotels in Atlantic City?22 A. Yes, I do. I worked at Bally's for ten23 years. So -- and I obviously know the market very24 well. I spent a lot of time walking the city and25 looking at properties. Ron Baumann and I worked

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1 ITEM NO. 14 - CALLENDER2 together at Bally's for a short while. And he's3 been -- he's on the Casino Association as well. So4 you know, I talk to him a lot, and we work very well5 together.6 Karie Hall I've met a few times. I7 don't know her real well. I actually worked for her8 father. Her father was a pit manager when I was a9 boxman so small -- small business.

10 Q. Yes. So Mr. Callender, you've read the11 conditions and the commitments that are being made by12 your company to the Commission should the merger and13 the other petitions been be approved?14 A. Yes, I have.15 Q. And you are aware that New Caesars has16 made a commitment to pre-fund $400 million into an17 account that is required to be spent over the next18 three years on the three properties that New Caesars19 will own; Tropicana, Caesars, and Harrah's?20 A. Yes, I am.21 Q. As the Regional President over Atlantic22 City, there has been some dialog about what is23 intended to be done with that money and where it is24 intended to be spent. And there's some requirements25 about that in terms of dollars. But can you tell the



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1 ITEM NO. 14 - CALLENDER2 Commission what benefits you would foresee from this3 capital being expended and how?4 MR. SCHRIER: If we could put up the5 slides please? For -- Slide 20.6 A. Sure. I'd be happy to. When Anthony7 told me how much money we were going to spend, I was8 very excited, frankly. It was interesting to me.9 It's -- the similarities between what's happening here

10 and what happened in 2010 when I came to this property11 shortly after the Columbia Sussex left. Since 2000 --12 you know, it's a great brand and it's a great13 property, history. They'd just been neglected during14 bankruptcy and they lost business. You know, in poor15 condition and had poor morale. So at least here in16 Tropicana in 2011 when Tony Rodio came on board, we17 spent $300 million through 2019 improving the18 experience, which I think really needs to happen in19 those properties as well.20 Just looking at this case study, I21 dropped it down to 2014 to 2019, which is when we22 started to do big projects, large growth projects.23 And we did -- you know, we renovated three hotel24 towers, North, South, and Havana. We did a complete25 casino floor renovation with a beautiful high-limit

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1 ITEM NO. 14 - CALLENDER2 slot room and our sportsbook that Eldorado was part3 of, along with escalators going down to the boardwalk.4 At a time when we only had seven casinos5 in town and we were short on room occupancy, we had --6 we purchased the Chelsea Hotel and built a connector7 to the main building and fixed that up, and it looks8 great now.9 We added nongaming amenities and some --

10 some underutilized space, including a state-of-the-art11 fitness center that was in an extra ballroom and an12 escape room, which came from back of the house space.13 New concepts such as Chickie's & Pete's and Jose14 Garces. We refurbished all the food and beverage15 outlets and it was a great result for us.16 Q. Flip to Page 21. Your example of a case17 study that you've provided here to the Commission18 talks about how much money was spent at Tropicana, and19 what was the outcome of those expenditures, in your20 view?21 A. Well, as a capex went up, our net22 revenues grew and our EBITDA grew quite a bit. When23 we started the projects, we were generally seventh or24 eighth in town each month in gaming revenue. And by25 2017, we were a solid number two in town and behind

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1 ITEM NO. 14 - CALLENDER2 Borgata only. And it was a great -- great thing to3 have happen. You know, the projects had a huge effect4 on team member morale, I think more than anything5 else. You know, people wanted to be proud of where6 they worked. And as we started to invest money in the7 property and fix it up, team members got more engaged.8 Service levels got better. The customers were9 happier. They started to come more and play more.

10 And it gave us, you know, great -- great momentum that11 we've carried all the way through.12 Q. There are some pictures there from the13 capital expenditure case study that you are referring14 to regarding Tropicana recently. What are those15 photographs?16 A. Yeah. Just the different projects that17 we've worked on our floors. It's probably the most18 modern casino floor in the city. We did a project19 just this year, our electronic table games and Pulse20 Arena. It's doing very well, particularly with the21 change in COVID, things are happening. Our sports22 book's in here. Our high-limit slot room. Chelsea23 pool and some restaurants. It's a great story.24 Q. Yes. So furthering the story and as we25 look toward the future, there have been questions,

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1 ITEM NO. 14 - CALLENDER2 obviously, about what does New Caesars intend to do at3 the new properties that it will acquire with the4 capital expenditure fund that will be created? And,5 obviously, we have to put together a budget for that.6 That has to be approved by the Division as to what the7 capital expenditure would be. But have you looked8 into some of the areas that you think might be9 worthwhile in terms of capital expenditure at Caesars?

10 A. Yeah. Of course. And it needs a lot of11 work. Caesars needs a lot of work. So and I think12 the key is the rooms. You have to start there.13 There's some renderings here to look at, because14 they've already started to, you know, do a little bit15 of research and work on that.16 But I don't think you can overlook the17 gaming floor in the sense of an arrival that Tom and18 Anthony talked about a little bit. You know, people19 want to be wowed when they come to these properties.20 And some nongaming amenities would certainly help to21 drive traffic. You know, we've had success here in22 Tropicana bringing customers in from Scioto Downs in23 Columbus and from Pompano, plans that we set up, and24 they love the property. So we want to be able to show25 off Caesars and Harrah's the same way. So I think the



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1 ITEM NO. 14 - CALLENDER2 quicker we get in there and start working, you know,3 the better we'll do.4 I'm glad Tony is going to be involved.5 I know Anthony is going to have a big role. So we'll6 do something robust in there and make it back to what7 it should be.8 MR. SCHRIER: And if you could flip to9 Slide 28, please.

10 Q. What's the plan for Harrah's?11 A. Harrah's is actually in better shape,12 obviously. You know, I think that it's in better13 condition, but it still needs some -- work on its14 rooms. So there are two towers are getting some room15 work there. They have the refreshing, the upgrading16 of the pool area. That's their biggest nongaming17 amenity. It's -- it's a great amenity. It's a little18 bit tired. They have nice retail there.19 But the building facade needs work.20 And, you know, the marketing wrap that's electronic21 skin on their tower where they message out is in -- is22 in really poor condition, and it needs to be upgraded23 and replaced. So I think that's something that needs24 to be done. And the slot product needs some upgrading25 as well. And we have some renderings from their rooms

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1 ITEM NO. 14 - CALLENDER2 as well.3 Q. I don't know if you heard, but Miss4 Richardson had asked a question regarding Harrah's5 earlier, and I think her point was that, you know, do6 you have an opinion on why Harrah's, even though there7 had been some significant capital expenditures made to8 the property over time, why that may not have9 correlated to increase in revenues similar to what you

10 showed for Tropicana being fairly significant?11 A. I think it's probably a marketing --12 function of the marketing offers. And because13 decisions were being made in Las Vegas and not at the14 property, I think there's some angst in their15 leadership in how they take care of their guests.16 Q. Thank you.17 So let's just flip to Slide 31, although18 we did look at all of the improvements that had been19 made to Tropicana over the last few years, you still20 have some additional plans that you'd like to21 implement at Tropicana as well. Can you explain22 those?23 A. Sure. You know, the opportunity to do24 the West Tower and some of the rooms in the Chelsea25 will be a good advantage for us. We continue to

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1 ITEM NO. 14 - CALLENDER2 invest on our casino floor. As I said, we put in the3 Pulse Arena this year. But, you know, they challenged4 the executive team here to have a, you know, wish list5 if you will, in the event that money comes up that we6 can do something with. So, you know, that team will7 be ready to go. We looked at some technology changes8 and, you know, a smart key system which would sync all9 our towers and locks. An energy conservation project

10 which changes lights and motors and chillers and makes11 the property not as expensive to run and more12 regulated. So there's a lot of things we can do here,13 but the property is in great shape.14 Q. Were you involved in the preparation of15 the capital expenditure fund in terms of the kind of16 things that the company would be looking to do?17 A. Yeah. I can't wait to, you know, get18 with Ron Baumann and Tony when he's in town to walk19 the properties and figure out exactly what order we20 want to do things and what we can -- you know, what we21 can piggyback on and start fixing things up.22 Q. How has the opening gone so far, from23 your perspective, in Atlantic City?24 A. Well, the team members are certainly25 happy to be back at work. I wish there are more back,

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1 ITEM NO. 14 - CALLENDER2 but so far so good. I think we're doing a great job3 of following our protocols across the city. We work4 really hard at it. The Division of Gaming Enforcement5 and AtlantiCare and Unite Here! all helped us work6 together to put protocols in place that we knew we7 could handle and follow. And we're doing a good job8 with that. And, hopefully, we can expand a little bit9 more as people see that we're doing a good job with

10 it.11 Q. Thank you.12 MR. SCHRIER: That's all I have, Mr.13 Chairman.14 CHAIR PLOUSIS: Thank you.15 MS. FAUNTLEROY: Mr. Chairman?16 CHAIR PLOUSIS: Yes.17 MS. FAUNTLEROY: We have two options?18 If we want to proceed with Mr. Callender's19 cross-examination, I would ask for the court20 reporter for at least a ten-minute break, or we21 can break and resume tomorrow. That's what the22 two options are. But either way, we do need a23 break for the court reporter. But the24 commitment is if everybody wants to come back25 in ten minutes and keep going to complete Mr.



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1 ITEM NO. 14 - CALLENDER2 Callender's cross-examination and he's done as3 a witness this evening, then that's --4 CHAIR PLOUSIS: We'll do that then.5 We'll break for ten minutes. It's five --6 we'll resume back at 4:10.7 MS. FAUNTLEROY: Does that work for the8 attorneys?9 CHAIR PLOUSIS: Does that work for the

10 attorneys?11 MS. RICHARDSON: Yes.12 MR. SCHRIER: Yes.13 CHAIR PLOUSIS: For the parties.14 MR. SCHRIER: Just so you're aware, Mr.15 Chairman, in terms of the fact witnesses we16 have, we only have one additional witness, and17 I don't think that she'll take that long. But18 I will leave to you, you know, the schedule for19 today.20 CHAIR PLOUSIS: Excellent. Thank you.21 Then we'll wee convene at 4:10.22 THE COURT REPORTER: Thank you.23 (A recess was taken from 3:56 to 4:1024 p.m.)25 CHAIR PLOUSIS: Thank you.

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1 ITEM NO. 14 - CALLENDER2 I think we're ready to reconvene.3 Miss Richardson? Your witness.4 MS. RICHARDSON: Thank you, Chairman.5 CROSS-EXAMINATION BY MS. RICHARDSON:6 Q. Good afternoon, Mr. Callender.7 A. Good afternoon.8 Q. I just want to clarify a couple things9 on the slide charts, the graphs that you were looking

10 at with Mr. Schrier. The project capex case study on11 Slide 21 shows the graphical representation of the12 capex expended from 2014 to 2019; correct?13 A. That was just on large projects.14 Q. Right. And so of 168 million that was15 sent in those -- over the six years that are depicted16 there, 152 million of that was expended between 201417 and 2018; is that correct?18 A. Yes. That's correct.19 Q. And during that period, the -- Mr.20 Icahn's affiliated companies controlled Tropicana21 Entertainment that ran Tropicana AC; is that correct?22 A. That's correct.23 Q. So in 2019, under Eldorado's ownership,24 there was only 16 million in capital expenditures for25 Trop AC; is that right?

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1 ITEM NO. 14 - CALLENDER2 A. That's correct.3 Q. And on the same sheet with the net4 revenue and the EBITDA to predict the increases over5 the -- that time period, it necessarily wasn't a6 straight upshoot to the 2019 levels. Isn't it correct7 that 2018, both net revenue and EBITDA were higher8 than they were in 2019?9 A. Yes, they were.

10 Q. And again, 2019 had those decreases, and11 that was the first full year of Eldorado's operations.12 I shouldn't say ownership. It's operations?13 A. Yes.14 Q. Thank you.15 You mentioned the employees and that the16 staff is happy to be back to work under the recent17 reopening. What percentage would you say of employees18 at Tropicana are back to work right now?19 A. We're just a little under 50 percent.20 Q. And do you know the percentage of21 employees back at the Caesars properties either22 collectively or individually?23 A. I think collectively they are a little24 bit over 50 percent.25 Q. And there's been other testimony and --

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1 ITEM NO. 14 - CALLENDER2 and from you as well about staffing and employee3 levels. You're aware of the condition that the4 Division has recommended if the merger is approved5 that the staffing levels would be maintained to6 pre-COVID levels. Do you have any -- anything7 additional to add regarding any staffing level or8 overall changes in staff that you envision at the9 Atlantic City properties if all four properties are

10 integrated?11 A. No. Not yet I don't. I mean, I have to12 look at what happens and figure out the different13 properties. As we get more capacity and more14 amenities, we'll be able to bring more people back.15 Q. And you've expressed excitement at the16 capital expenditure fund that would be available if17 the merger is approved and the condition is imposed18 and being able to take measures to implement that.19 Just to be clear, that fund that will be subject to a20 trust overseen by a trustee, that fund will be21 established only due to a Division-proposed condition22 if the Commission elects to impose it; is that23 correct?24 A. That's correct.25 Q. And related to --



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1 ITEM NO. 14 - CALLENDER2 A. But as an operator, we want the3 properties to run as well as possible. And we think4 we can do a better job if we invest in it and pick up5 the morale of the employees and give guests something6 to look forward to.7 Q. And --8 A. This is a very competitive market, and9 with Hard Rock and Ocean reopening, it's had an impact

10 on everyone. Probably more of an impact on Tropicana11 than anyone because we had bought the database from12 Trump Taj Mahal when it closed, so a lot of those13 customers gravitated back towards there.14 Q. I think you're essentially illustrating15 the point of why the Division has honed in on the16 desperate need for capital expenditure projects at the17 CEC Atlantic City properties if the merger is18 approved, so thank you.19 You mention that the staff and the20 operations has done well to meet the unique challenges21 of COVID protocols on the reopening. Have there been22 any particular challenges that you've had to address?23 A. Frankly, it's gone very well. We have24 team members helping us. You know, regular line-level25 employees pointing out if someone is not following the

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1 ITEM NO. 14 - CALLENDER2 rules. And even some of our guests are doing it and3 letting us know that somebody is -- pulled their mask4 down when nobody's around. So we're addressing that.5 And but, by the large, it's been very good.6 Q. And Mr. Yunker spoke earlier to the7 disclosures today about certain expectations being8 exceeded upon reopening and having some initial9 results on that. Do you have anything to add

10 particular to Tropicana Atlantic City since July 2nd?11 A. So, you know, we really need to get to12 where we can feed people, and it's going to help us a13 lot. We're working on a project to get it on our14 Chelsea deck to start doing outdoor dining out there,15 which will help us increase patronage. But it's a --16 it's a work in progress.17 Q. Have you noticed any specific impacts as18 to customer volumes or feedback from the customers19 they are comfortable there, they had some discomfort?20 Any particular feedback that you're receiving?21 A. You know, I've talked to a lot of22 customers. I'm very close to the customers, and some23 people were great with it, and some people were not.24 I got calls from people, said you know what? I'm glad25 I was back, but I'm going to wait for a while before I

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2 come in again. But some of our regulars are here just

3 about as often as they would be.

4 Q. Thank you, Mr. Callender. I have no

5 other questions.

6 A. Thank you.

7 CHAIR PLOUSIS: Thank you.

8 Commissioner Cooper?

9 COMMISSIONER COOPER: Thank you, Mr.

10 Chairman.

11 MS. FAUNTLEROY: Mr. Schrier has

12 redirect first.

13 CHAIR PLOUSIS: Oh, I'm sorry, Mr.

14 Schrier.

15 MR. SCHRIER: Nothing further. Thank

16 you.

17 MS. FAUNTLEROY: Okay.

18 CHAIR PLOUSIS: Now Commissioner Cooper.

19 COMMISSIONER COOPER: Mr. Chairman --

20 CHAIR PLOUSIS: It's getting late in the

21 day there.

22 COMMISSIONER COOPER: Good afternoon,

23 Mr. Callender.

24 THE WITNESS: How you doing?

25 COMMISSIONER COOPER: Once again, thank

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1 ITEM NO. 14 - CALLENDER2 you for your participation today. My3 question -- questions, are, there's no question4 you have a very long history with the casino5 industry, a very involved -- very involved6 history. With your leadership, your7 experience, your expertise, it's very8 well-known and appreciated.9 With the different casinos that you've

10 been at, and you've been in a leadership11 position, I know that you have always been a12 leader in community involvement, whichever13 property you've been at. So my question for14 you right now is, as this merger -- if it goes15 through -- we say if -- if it goes through,16 could you share with us what type of community17 involvement you and Eldorado will have in the18 Atlantic City community?19 And I also would just like to add, even20 recently I know that you have done a lot in the21 Atlantic City community with coronavirus and22 COVID and everything, and you've just been in23 the forefront. You took the reigns. You've24 been right out there. I'm going personally say25 thank you for all that you've done with the



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1 ITEM NO. 14 - CALLENDER2 Casino Association with Trop, with everything.3 And that's from me personally.4 But with Eldorado, how would you be5 involved in the community? And I'm going to6 say a part two to that, if Eldorado has a7 community involvement plan or program in other8 jurisdictions, if you would like to share that9 with us, that would be great.

10 THE WITNESS: Sure. I think it's part11 of the culture of both companies, actually, to12 be involved in the community. And as you know,13 I'm on the board of United Way and President of14 200 Club of Atlantic/Cape May Counties. But I15 reached out to Anthony a month after we were16 part of Eldorado and told him that Boys & Girls17 Club had a project that we thought was18 important, and would he be willing to let us19 make a donation to that? And we put a hundred20 thousand dollars in. So that's -- that's21 pretty dynamic. And he's very supportive of22 what we do.23 The executive team here at Tropicana sit24 on boards of Boys & Girl Club, South Jersey25 Food Bank, Atlantic/Cape Community College,

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2 American Red Cross. You know, we do a lot and

3 we'll continue to do that. And I think how we

4 sync up with Caesars and what they do, we think

5 will be a project that we can get behind.

6 COMMISSIONER COOPER: Okay. And I'm

7 going to -- I said Eldorado. I neglected -- I

8 didn't say Caesars. But with the properties

9 and the future, are you able to -- is there

10 anything you would like to add or can add with

11 Eldorado's involvement in their jurisdictions

12 or community involvement. You just

13 mentioned --

14 THE WITNESS: Yeah. Actually, in Scioto

15 Downs, my General Manager there sits on the

16 United Way board as well. So each one of the

17 executive directors has a role somewhere in the

18 community supporting, you know, what's going

19 on.

20 COMMISSIONER COOPER: Okay. Thank you.

21 And again, thank you for all that you do for

22 Atlantic City and the areas. Greatly

23 appreciated.

24 THE WITNESS: Thank you.

25 COMMISSIONER COOPER: And I'm going to

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1 ITEM NO. 14 - CALLENDER2 say especially with these very fragile times.3 That's good for me, Mr. Chairman.4 CHAIR PLOUSIS: Thank you, Commissioner5 Cooper.6 I just want to get it again. Mr.7 Callender, you'll be stationed here. Your main8 location will be in Atlantic City when -- if9 this merger goes through and you get promoted?

10 THE WITNESS: Yes, sir. I live in11 Brigantine. I can walk to Harrah's from there.12 CHAIR PLOUSIS: Okay. Well, we want to13 keep you in the area. So I'll just -- want to14 get that in on the record.15 THE WITNESS: The majority of my time16 will be in Atlantic City. That's where Anthony17 wants me. And like I said, I will travel, you18 know, once or twice a month to one of the other19 properties, which is what I've been doing in20 Scioto. But, you know, I'm here. I'm here six21 days a week for the most part.22 CHAIR PLOUSIS: Excellent.23 Also along that line, I know you're head24 of the Casino Association. I know you've25 worked nonstop with the Division as well as the

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1 ITEM NO. 14 - CALLENDER2 Commission in regards to reopening. I was at3 your property on July 2nd when we opened it.4 It was the first property. I was there.5 And anybody who's listening out there,6 the properties are clean. We're following all7 the protocols, we worked it out with the Health8 Department, AtlantiCare, as well as the Casino9 Association and the Division and the

10 Commission. So I'm proud to say -- and your11 leadership was very critical there -- that I12 think that we are providing as clean and as13 safe location in all the properties in Atlantic14 City that you could get anywhere in the15 country. And I want to thank you for your16 leadership on that there, Mr. Callender.17 THE WITNESS: Thank you, Chairman.18 CHAIR PLOUSIS: And on one final note in19 regard to community involvement. As20 Commissioner Cooper asked you, I know Tropicana21 has been very active, and I know you do a lot22 for veterans. I know you've sponsored the23 Atlantic City STAND DOWN, and Tropicana last24 year was honored by the American Legion, won a25 national award for that effort so. I wanted to



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1 ITEM NO. 14 - LEPORI2 put that on the record that you have been there3 for charitable organizations in the community,4 and I know that will continue under your5 leadership.6 THE WITNESS: Yes, sir.7 CHAIR PLOUSIS: That's all I had.8 Does counsel have any followup?9 MR. SCHRIER: Nothing further from me,

10 Mr. Chairman.11 MS. RICHARDSON: Nothing for the12 Division. Thank you, Mr. Chairman.13 CHAIR PLOUSIS: Your next witness, Mr.14 Schrier?15 MR. SCHRIER: Yes. I will call16 Stephanie Lepori.17 MS. LEPORI: Good afternoon.18 CHAIR PLOUSIS: Mr. Nance, could you19 swear her in, please.20 S T E P H A N I E L E P O R I , having been first21 duly remotely sworn, testified as follows:22 MR. NANCE: Please state your name for23 the record.24 THE WITNESS: Stephanie Lepori.25 MR. NANCE: Thank you.

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1 ITEM NO. 14 - LEPORI2 DIRECT EXAMINATION BY MR. SCHRIER:3 Q. Good afternoon, Miss Lepori.4 Can you tell the Commission what your5 current title is with Eldorado?6 A. I'm the Chief Administrative and7 Accounting Officer for Eldorado Resorts.8 Q. And can you provide some background9 about your history with the company or your prior

10 employment, education history?11 A. Sure. Born and raised in Reno. Went to12 University of Southern California and graduated in13 1992 and then began my career straight out of college14 with Arthur Anderson in Las Vegas. That was, as you15 well know, when gaming was first becoming legal across16 the country, so got thrown into the fire and spent a17 lot of time in a lot of different jurisdictions as18 gaming first became regulated and legal everywhere19 else outside the Reno and Las Vegas. Got my CPA20 there.21 When Silver Lake opened in 1995, which22 is a joint venture between Eldorado Resorts and Circus23 Circus and Mandalay and MGM, but at the time Circus24 Circus, I returned back to Reno to open the property25 and started -- that was my first entrance with

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1 ITEM NO. 14 - LEPORI2 Eldorado and have been with the company ever since.3 So currently I've over 20 years of experience within4 the gaming industry and clearly have a passion for it.5 Q. How long have you been the Chief6 Administrative and Accounting Officer?7 A. So when we went in public in 2014, I8 went over to the corporate officers, corporate9 function, with Gary Carano and Tom Reeg. In 2000 --

10 the beginning of last year, 2019, I started in the11 chief accounting administrative officer position when12 Bret Yunker came on. And expanded my role to oversee,13 I'll call it the back of the house areas, including HR14 and IT and accounting.15 Q. Okay. Yeah. I was going to ask you.16 It sounds like sort of two hats that you wear. Can17 you explain what your responsibilities are in the18 capacities regarding accounting and administration?19 A. Yes. Today I over -- I'm the principal20 accounting officer. So oversee the financial21 reporting functions, working directly closely with the22 properties, and then for external and reporting with23 Bret. Also with our SBP -- with HR's departure24 recently pre-merger, we were on the cusp of the25 Caesars transaction. I had HR under my purview with

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1 ITEM NO. 14 - LEPORI2 that as well but continued to do that. In the3 go-forward company, I will have that same role but4 Keith Causey, who is the Chief Accounting Officer for5 Caesars today is staying on with the company. We're6 going to take an approach with the business services7 model where there an accounting group that he will8 oversee. I'll have more the external financial9 reporting, budgeting side of things. So it's not the

10 entire business, obviously, as everyone knows, a11 significant role within one of the largest gaming12 companies. But I think it's a great strategy as we13 have a cross-functional approach to the back of house14 support and services that we'll provide, including IT.15 Keith will oversee IT, and that is the Caesars16 business services center, is what it's called today.17 So he will continue to oversee that, and so we'll18 complement each other in the those roles.19 Q. Thank you. We have Slide 32 up.20 A. Yes.21 Q. Caesars has been recognized as an22 industry leader in its social responsibility and23 diversity programs. Would you agree with that?24 A. I do. And we're really excited to work25 with Jan Jones who was -- you know, did lead it and



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1 ITEM NO. 14 - LEPORI2 was one of the founders and pioneers of one of the3 great programs that Caesars has today. She's staying4 on -- she's a current board member and staying on with5 the New Caesars board. We will form a board committee6 that she'll chair that will have governance over our7 corporate social responsibility and environmental ESG8 programs as well. I'm very excited to expand the9 foundation that she's built. Tom and Gary and Anthony

10 and Bret definitely are vested and interested in11 building on that foundation and not just, you know,12 checking a box or getting good press but really living13 it. And many across the portfolio, both at the14 corporate and the property level.15 Q. So I see a couple photographs here that16 you've noted. Can you explain those?17 A. Yes. So we've -- we've got -- we're one18 of our day-one initiatives will be to conduct19 unconscious bias training. In today's environment we20 think diverse -- not just diversity from a gender21 perspective but diversity including critical, not just22 for -- because it's important and it's what we should23 do. But I think it's a good investment in the24 property and that by grooming and mentoring and25 identifying diversified leaders and talent across the

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1 ITEM NO. 14 - LEPORI2 enterprise will benefit the company and our industry3 as a whole as we move forward.4 Caesars also has some programs. They've5 got the People, Planet, Play. You'll see that their6 website. And it's really the three prongs of the7 initiatives that they've been very successful in8 building and executing. And we think there's a lot of9 opportunity to expand on that.

10 These are also fundamental values that11 Eldorado has had, but has been a little more organic12 whereas Caesars in their culture has been strategic13 and really implementing it in a way that I think we14 will complement each other again.15 And the People function is really about16 diversity. Listening to our employees, growth and17 development. Volunteering. Community involvement as18 Steve mentioned. We also are, you know -- Gary Carano19 came to me many times supporting and asking me to be20 on different boards. As Steve said, I'm currently on21 the -- he's on boards. I'm on the Boys & Girls Club22 in Nevada. We also think that, you know, investing23 our community in our children is critical and our24 schools. And we'll partner with the university, also,25 who identify talent.

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1 ITEM NO. 14 - LEPORI2 As far as the Planet component is the3 environmental impact green initiatives both internally4 and with suppliers.5 Then the Play component is really about6 having world-class venues, world-class customer7 service, as Anthony spoke to. And then a real focus8 on responsible gaming. Making sure that our9 advertising and marketing is appropriate. That we

10 train our employees to identify issues and be aware.11 And also to have policies in place that also promote12 responsible gaming.13 Q. I think if we flip to Slide 30, the14 concept the responsible gaming?15 A. Uh-hum.16 Q. And again, are those programs that you17 are intending to integrate between the two companies?18 A. That's correct. We currently have19 responsible gaming, problem gaming strategies at20 Eldorado. But again, Caesars has been a pioneer in21 their approach. They have ambassadors identified at22 the properties who are both front and back of house23 team members who really understand what to look for24 and can be -- have an approach with customers in the25 event that there's something, either intervention or

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1 ITEM NO. 14 - LEPORI2 just awareness that needs to be. So we will certainly3 deploy that. It's -- you know, we had some4 restrictions on day, one but as soon as we can get in5 there, we will -- we have a timeline and a game plan6 to implement. We will have policies in day one as7 well and then work with responsible gaming team who is8 continuing to stay on with us from the Caesars9 program.

10 And I should reiterate in addition to11 Jan Jones, Gwen Migita and others in the12 responsibility function that will be staying on with13 us.14 Another item I should address is there's15 a Caesars Care Foundation that was established during16 COVID that we will also continue to deploy. We had a17 version of that at Eldorado as well, but it's been18 important as our team members have been impacted by19 furloughs and COVID and reduced hours and those20 things. And then also the Caesars Foundation will be21 further expanded across the Eldorado portfolio.22 Q. Thank you.23 I heard the Chairman talk about24 community involvement. Is that what the Caesars25 Foundation does?



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1 ITEM NO. 14 - LEPORI2 A. The Caesars Foundation doesn't identify.3 It has resources, and it will deploy them both at the4 corporate level and then also at the property level.5 As Steve mentioned and Anthony spoke to, we really6 want the properties to be empowered in their7 leadership within their communities because they know8 better than, you know, someone sitting in Reno or Las9 Vegas what the community needs are. So there's funds

10 that are available to them as well that get allocated.11 And then corporate fund for the initiatives such as12 the Food Bank, United Way, you know, some of those13 other initiatives that are -- are brought forward to14 request funds.15 Q. Thank you.16 You are our last witness today. And is17 there anything else that you would like to add?18 A. I would. In closing, we would love to19 thank the Director of the New Jersey Division of20 Gaming Enforcement and his staff and the Commission21 and its staff. As Chairman and Commissioner Cooper22 know, we love -- we love Atlantic City. We would love23 to be there. It's challenging to do those things24 virtually, so we appreciate the opportunity to do it25 amidst what we're all going through these days.

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1 ITEM NO. 14 - LEPORI2 I know -- as Bret and Tom talked about,3 this is a very long process, and it's a very4 complicated transaction and unprecedented, really, in5 our industry. And then you throw COVID on top it. So6 I think we've exhibited the ability to execute in one7 of most challenging environments possible. And we8 appreciate working with you and the opportunity to9 still be here in front of you here today.

10 We also understand and respect the11 importance of these assets to the State of New Jersey12 and specifically Atlantic City. Our team has13 committed investing, not only in these assets as we've14 discussed, but our team members as well. And the15 community in which we operate.16 So we respectfully request your approval17 of the transaction and welcome any other questions18 that you might have for me.19 Q. Thank you.20 MR. SCHRIER: That's all I have, Mr.21 Chairman.22 CHAIR PLOUSIS: Thank you.23 Miss Richardson?24 MS. RICHARDSON: Thank you, Chairman.25 CROSS-EXAMINATION BY MS. RICHARDSON:

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1 ITEM NO. 14 - LEPORI2 Q. Good afternoon, Miss Lepori.3 A. Good afternoon.4 Q. Related to your duties that Mr. Schrier5 was discussing with you about HR related matters, are6 you aware of the requirements specific to New Jersey7 that casino licensees have to have equal employment8 opportunity -- business opportunity plans in effect?9 A. I do. We went through this when we

10 acquired Tropicana. And we -- I'm aware of the plan11 that we have in place. I know that Steve is a12 champion of it and enforcing it. I do think it's13 worthwhile, and I know we need to review and make sure14 we're consistent across the portfolio with the new15 assets, and we want to address that. And I think it's16 an opportunity to take fresh eyes and look at it, but17 yes, I'm aware of that.18 Q. Thank you.19 And that touches on my other question20 then. So you're familiar in our report that a -- and21 the list of conditions that we've proposed that would22 require that review so that you establish the23 consistency among all the Atlantic City licensees as24 to the plans for policies and procedures if the merger25 is approved?

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1 ITEM NO. 14 - LEPORI2 A. Yes. I believe there is a 60-day3 requirement submitted to you, and we will -- we're4 fully committed to making sure we make that deadline.5 Q. That's correct. Thank you.6 MS. RICHARDSON: I have no other7 questions.8 CHAIR PLOUSIS: Thank you.9 Commissioner Cooper?

10 COMMISSIONER COOPER: Thank you, Mr.11 Chairman.12 Thank you, Miss Lepori -- I hope I'm13 saying that correctly -- again for14 participating.15 You mentioned cross-functional and back16 of the house. And I'm familiar with both of17 those, but would you just elaborate on. You18 said that early on in your presentation you19 were working on cross-functional and back of20 the house. Just elaborate a little what that21 entails.22 THE WITNESS: Yeah. As you know today,23 systems -- IT systems are such a critical24 function, whether it's customer facing for25 Caesars Rewards or if it's, you know, getting



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1 ITEM NO. 14 - LEPORI2 your financials and your data out timely and3 accurately. I view those as a service that we4 provide to our internal customers, being the5 general managers, Anthony, Tom. And so they6 can be the best position to really execute on7 their strategies and have the data and8 understanding. So whether it's accounting or9 IT or HR, really to support team members, I

10 believe that there has to be a very11 collaborative approach to doing that to make it12 efficient. And I think that's one of the13 attributes that Eldorado brings to the table.14 We don't work in silos. We may not all agree15 every day, but at the end of the day, we all16 have the same goal, which is to be profitable17 and successful and take pride in the services18 that we're providing and that we are, you know,19 meeting the commitments that we make to our20 regulators in the communities we operate in.21 So I think if you have that efficiency and22 automation and a collaborative approach to23 those areas, you can further support the24 customer facing areas, which is where we25 generate our tax revenues.

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3 And one other, I'll say, brief question. Right

4 before you came on, I had asked Mr. Callender

5 about community involvement. And we were

6 basically talking about Atlantic City as well

7 as the future with the merger and everything.

8 And I asked him -- we talked about Atlantic

9 City. Pretty much Atlantic City. And I said,

10 was he able to elaborate on anything with

11 Eldorado's community involvement? And I know

12 just now you started to talk about different

13 projects and involvement with Eldorado. And

14 I'm very happy to hear that, whether it's

15 Atlantic City, Las Vegas, wherever. I just

16 love when an agency a casino, whatever, is

17 involved in the community. And now more than

18 ever with the COVID and coronavirus.

19 With that being said, is there any --

20 maybe you started to talk about it, but is

21 there anything additional that you would like

22 to add with -- you know, with Eldorado's

23 involvement in the community and -- and I was

24 going to say with the community, not Atlantic

25 City, but in other jurisdictions.

244

1 ITEM NO. 14 - LEPORI2 THE WITNESS: Yes. We -- there's a3 program called Heros that Caesars has claimed4 and Eldorado has our own versions of it. So5 not only is it dollars that we give to our6 communities, but it's resources and times. So7 we really support and want our team members to8 be very active in the communities with their9 volunteer hours. And that's throughout the --

10 across the country. Like I mentioned, the11 Caesars Foundation, we will continue to grow12 and strategically deploy that also across the13 country, and they give significant dollars.14 And I'm sure I can get you more information on15 actual dollars that are provided, but Eldorado16 does the same. I'm very involved in all areas17 in giving both dollars and resources.18 There's also business impact groups that19 has more of a diversity side of it, but whether20 it's veterans or women or the LB -- LGBTQ,21 Hispanic, African descent, there's a lot of22 business groups that we work as well that may23 not have the charitable side of it, but24 understanding where can we be helpful in those25 different segments of our community and make

245

1 ITEM NO. 14 - LEPORI2 sure that we are active and involved in3 listening to them, the diversified voices as4 well.5 COMMISSIONER COOPER: That was great.6 And as you have said it can be the charitable,7 it can be the community. You just mentioned8 some other pieces. And that's very9 commendable. Thank you.

10 That's my -- thank you again.11 CHAIR PLOUSIS: Thank you.12 COMMISSIONER COOPER: Thank you again,13 Mr. Chairman.14 CHAIR PLOUSIS: Thank you, Commissioner15 Cooper.16 Miss Lepori, you're stationed in Reno or17 where are you headquartered?18 THE WITNESS: I'm in Reno. But19 pre-COVID I felt like I lived in Las Vegas. So20 we will spend the majority of my time down21 there, but based in Reno.22 CHAIR PLOUSIS: And how much time would23 you be spending in Atlantic City if the merger24 goes through?25 THE WITNESS: Steve knows this is one of



246

1 ITEM NO. 14 - LEPORI2 the my favorite places to come to, and I got3 the opportunity to meet with Chairman Cooper --4 and speak -- I'm sorry. Commissioner Cooper to5 speak at an engagement. And I typically would6 get out there about once a quarter or, you7 know, two to three times a year I would make it8 out to Atlantic City. Depending on -- you9 know, the integration kind of slowed some of

10 our -- integration activity slowed down a11 little bit. But now even more reason, having12 more properties located there, I think all of13 our philosophy, like Anthony alluded to is, you14 know, where you take a very hands-on approach.15 And I think you need to know and see your16 assets and your team members and have a17 presence and be accessible. And while we have18 to do this virtually right now, I think19 face-to-face is the most meaningful way to do20 that.21 CHAIR PLOUSIS: Thank you.22 That's all I have.23 Counsels, do you have any further24 questions?25 MS. FAUNTLEROY: I didn't hear that

247

1 ITEM NO. 14 - LEPORI2 question. The witness that can answer any3 questions.4 CHAIR PLOUSIS: Oh, excellent.5 Excellent.6 Yes. There was one followup in regards7 to Miss Lepori.8 Did Caesars or Eldorado utilize the Care9 Act provision?

10 THE WITNESS: We didn't -- as Bret said,11 so we did not utilize any loans. But we did12 take advantage of -- not take advantage. We13 utilized the retention credits. So both14 Caesars and Eldorado -- and I can speak more to15 what Eldorado has done, but Caesars was very16 similar. We paid our employees after we were17 shut down, but before we were shut down because18 business levels dropped off the cliff. So we19 paid our employees the eight-week average of20 what they were making pre-COVID including tips21 and tokes. So the cares Act allowed for a22 retention tax credit, it's called, whereby you23 can take a credit for the amount of payroll and24 benefits that you paid to your team members25 that they were not working. And both -- both

248

1 ITEM NO. 14 - LEPORI2 Caesars and Eldorado did take advantage of3 that.4 We have committed, as Tom said early on,5 to honor benefits through August 31st for those6 that are not furloughed. So that tax credit7 will carry through that period. It's -- and8 then there's a FICA deferral that Bret9 mentioned. So we are both deferring our -- the

10 FICA credit or the social security taxes that11 you have to pay through December 31st of this12 year. And then they are allowing you to pay13 half of it as of 12-31-21 and then half14 12-31-22. So that's really more of a deferral15 of payment versus a true credit.16 CHAIR PLOUSIS: Thank you. You answered17 my question there.18 Counsel? Counselors, do you have any19 other followups?20 MR. SCHRIER: I have nothing. Thank21 you, Chairman.22 MS. RICHARDSON: Nothing for me,23 Chairman. Thank you.24 CHAIR PLOUSIS: Thank you.25 Well, on that note, we will adjourn now

249

12 and then -- pardon me?3 MS. FAUNTLEROY: Recess.4 CHAIR PLOUSIS: Recess. I'm sorry. We5 will recess now and come back tomorrow morning6 at 10 -- 10 a.m. And our first witness7 tomorrow morning will be Dr. Timothy Watts.8 So everybody have a good evening, and9 I'll see everybody tomorrow at 10:00. Thank

10 you.11 MS. FAUNTLEROY: We'll have the -- the12 Zoom will be life by 9:30 but we have -- of13 course, we won't begin until 10.14 MR. SCHRIER: Okay. Same dial in;15 right? Same info?16 MS. FAUNTLEROY: Same info.17 MR. SCHRIER: Thank you.18 Long day. Appreciate it.19 MS. FAUNTLEROY: Thank you.20 (Public Meeting 20-07-15 was recessed at21 4:26 p.m.)22232425



250

12 C E R T I F I C A T E34 I, M. DARLENE ENGEL, a Certified Court5 Reporter and Notary Public of the State of New Jersey,6 certify that the foregoing is a true and accurate7 transcript of the proceedings via remote technology.8 I further certify that I am neither9 attorney, of counsel for, nor related to or employed

10 by any of the parties to the action; further that I am11 not a relative or employee of any attorney or counsel12 employed in this case; nor am I financially interested13 in the action.1415161718 ------------------------19 M. DARLENE ENGEL, CCR20 License No 30XI01023002122 Dated: July 20, 202023 My Notary Commission Expires24 November 21, 202425 ID No 50117353


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142:18175:14178:23181:14 204:4233:23242:14

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amendments


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amenity 214:17214:17

America 61:18157:7,20

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14:21 15:816:2

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anti-compe...95:6

anticipated

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Applicant15:25 17:2019:16 23:726:21

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approve 15:24


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approved 15:1617:11 19:722:22 53:1056:6,7 57:358:23 79:279:22 81:1883:14 84:1586:15 94:2195:17 100:6133:15137:17174:17176:16177:18178:19 180:2181:16188:20193:10195:21 196:8196:22206:15209:13 213:6221:4,17222:18240:25

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approximate183:18

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167:12,12170:12 171:2171:13 184:5184:11 185:4185:15,19195:25203:12

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108:2 177:25198:6

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214:3,11,12222:4 238:8

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blank 3:1640:7 120:22

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Brian 2:920:20,2324:11 26:628:2

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briefly 64:775:20 174:9

Brigantine228:11

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179:25 180:2221:14

bringing 28:869:16 76:776:12 104:21109:5 121:11121:15213:22

brings 82:23242:13

brothers150:14

brought 32:1049:4 62:23238:13

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Bryon 8:7budget 100:25177:18,20178:14 192:4213:5

budgeting233:9

buffet 117:25buffets 117:21building164:24 211:7214:19234:11 235:8

buildings39:17 100:17153:13

built 73:21,2280:10 148:13182:23 211:6234:9

built-in182:22

bulk184:4bumps 137:25bureaucracy81:3

burn182:11burned 108:4


business 55:1761:9,10,1166:3,17,2066:25 67:469:4,7 71:981:7 105:10111:5 117:8117:18 122:8122:16 126:5128:8 139:11140:3,7145:3 153:18159:25169:11 209:9210:14 233:6233:10,16240:8 244:18244:22247:18

businesses188:4

busy159:13butterfly117:7

buy116:25buy-in 81:10buyer 70:22,2470:25

buyer's 64:23buying 116:19119:2

Cc2:9 3:1 4:712:21 20:2341:25 125:9205:20 250:2250:2

cab115:4Caesars 3:133:17,18,183:18 5:9,105:11,11,125:15 6:5,96:16,17 7:47:5,5,6,9,13

35:4 37:8,938:13,14,1538:16,2139:10,2040:14 41:2041:24 43:943:18,2244:8,1045:15,16,1745:18,2350:24 51:6,751:7,8,13,1551:19,22,2452:3,6,10,1152:12,14,1452:24 53:3,953:10,1954:17 55:755:14,2556:2 57:1659:4,5,1260:20,2262:6,24 63:863:14,17,1863:20,2264:5,8,15,2064:21 66:1366:19,2367:5,2369:23 72:1773:8 74:2,474:22 75:775:22,2576:5,8,10,1376:16,19,2477:19,23,2578:18 79:1079:17,2080:2 81:4,2082:8 83:9,1584:22,23,2487:24 90:2090:21 91:2,591:7,1594:24 95:2496:4,24

97:13 98:1699:13,15,22100:4,9,13102:24 103:7103:14104:11108:13 110:7111:6,9,11111:16,18,22112:5,25114:15115:12 116:9116:12,16,17116:21 117:4118:23119:15,20,24120:11,13,17120:18122:16 127:6127:7 128:4128:13,16129:4,15,17129:20 130:6130:25 131:5131:8,13132:6,14133:16135:25 136:6136:19137:21140:15,18141:9,22144:6 145:20146:6,8148:11 149:8149:12,15153:6,10,20159:14 160:4160:23162:10163:16 165:4170:21,23172:15173:12 174:8174:19,21175:24

177:15 178:2178:23181:11,13184:12,20185:7 186:9187:18,23189:12 190:2193:25 194:4194:10196:20198:20199:14200:15201:15,19202:9 203:21204:14206:22 208:7208:19209:15,18,19213:2,9,11213:25220:21 227:4227:8 232:25233:5,15,21234:3,5235:4,12236:20 237:8237:15,20,24238:2 241:25244:3,11247:8,14,15248:2

Caesars' 63:2579:8 110:22175:21

Caesars/El...37:24

cage126:9calculation89:22 92:24103:2

California157:6 231:12

call10:15,1610:24 11:1431:13,16


34:17,1837:15 39:459:15,1966:18 83:1988:15 107:14127:15155:20,23159:5 205:12230:15232:13

called 10:2524:19 51:1752:21 158:9167:14233:16 244:3247:22

Callender 5:2050:11 122:21128:5 152:5188:23189:21200:23 205:1205:14,15,17205:19,24206:1,3207:1 208:1209:1,10210:1 211:1212:1 213:1214:1 215:1216:1 217:1218:1 219:1219:6 220:1221:1 222:1223:1 224:1224:4,23225:1 226:1227:1 228:1228:7 229:1229:16 243:4

Callender's217:18 218:2

callers 10:1310:22

calling 10:139:6 52:11

199:23calls 125:5135:9,13136:5 205:13223:24

Camila 2:1033:6 35:2436:8

cap166:5capable 138:3capacities232:18

capacity 9:8109:10 115:8126:22164:24 165:2183:9 207:5221:13

capex 86:24,2589:11 93:1694:7,20102:14 176:9178:5,12189:9,24190:3,13,25191:20,23192:4,9,19192:25 193:5194:3,16,23195:6 211:21219:10,12

capital 50:1957:9 58:559:6 68:777:5,1285:20,2586:3,20 87:487:8,20,2589:8,19 91:891:21 93:793:16,2297:16 98:898:17,2399:3,11100:3,12,14100:16,22,25

101:19 102:4103:3,9,13116:19 120:5120:12122:11,19123:8 142:5146:18 147:3147:13148:20152:12162:20 163:8163:10166:20168:20173:24 174:8174:16175:12,20,23176:3 177:18178:14,23186:14,17,18189:2,5191:9 199:19202:15 210:3212:13 213:4213:7,9215:7 216:15219:24221:16222:16

Capri 62:2095:10 158:16

capture 116:2203:6

car114:13Carano 5:1950:3,7 61:1662:8,9121:25 125:1125:6,8,13125:16,21126:1 127:1128:1 129:1130:1 131:1132:1,24133:1 134:1135:1 136:1

137:1 138:1139:1 140:1141:1 142:1143:1,17144:1 145:1146:1 147:1148:1 149:1150:1 151:1152:1 153:1154:1,24155:1 158:20163:21 232:9235:18

Caranos 158:7158:23

care139:11202:10215:15237:15 247:8

career 122:23157:7 158:2158:6 231:13

careers 80:16cares 153:7154:25247:21

Carl64:478:15

carpenter106:4

carpet 147:25carried 212:11carry 171:17248:7

case13:2521:4 35:699:4 176:5210:20211:16212:13219:10250:12

cases 66:9cash58:764:22 72:1872:19,21


73:2,3,474:17,17,1875:4 82:1892:14 98:4108:5,6118:2 162:14166:22 168:5171:17182:11,20186:4 199:22

cash-fueled158:22

casino 1:2 2:22:4 4:5,8,94:11,12,144:16,18,205:3,7,9 6:66:10,12 7:48:9 12:1913:2,10 14:814:22 15:716:3,1717:22 18:1218:19 19:1720:9,1421:17 22:622:13 23:923:24 24:825:7,20 26:226:23 27:1427:20,2228:21 32:432:24 33:1134:2,25 35:435:19 36:1136:14 37:3,743:4,20 44:245:14 51:351:10 52:652:13 55:1262:11 63:566:3 69:571:3 74:1690:6,1895:12 97:17126:7,10

133:21134:14139:19146:14 149:3163:11175:13197:22206:20 207:6207:7 208:21209:3 210:25212:18 216:2225:4 226:2228:24 229:8240:7 243:16

casino's 189:7casinos 62:20114:2 128:2129:15 130:2164:16175:11179:14188:14 211:4225:9

caused 138:2Causey 233:4cautiously171:16

ccc.state....10:19

CCR250:19cease 66:16CEC56:2,357:15 83:283:23 86:988:6 89:692:2 93:17102:5 133:3133:9 135:20136:13,15142:11188:12,19190:13191:10,23192:5,10,19193:19222:17

cell8:13center 114:7114:11189:14211:11233:16

centered 167:8central 80:8207:20

centralized66:8,15 80:9116:8,11200:17,18201:3

centrally201:8

CEO60:22,2576:24,2577:19 159:4173:5

CEOC3:18 5:1138:14 190:8

certain 39:1646:8 54:1359:12 81:2081:25 115:7135:4 147:16172:12 181:6195:12 223:7

certainly 81:9102:25,25126:4 135:22138:9 146:20148:13 165:7176:4 185:4213:20216:24 237:2

certainty 58:9Certified 1:17250:4

certify 250:6250:8

cetera 82:2147:6,6199:4 201:20201:25

203:25CFO159:5181:14 189:4198:7,13

chair 2:2 8:259:5,15 11:1911:25 12:4,912:12,15,1713:4,7,12,1513:18,2014:2,5,10,1314:16,1815:18,2116:6,9,12,1417:13,16,2518:4,7,919:9,12,2119:24 20:3,521:8,11,1921:22,2522:3,24 23:323:12,15,1823:20 24:2425:3,8,11,1425:16 26:1426:17 27:2,527:8,1028:14,17,2228:25 29:4,630:4,21,2431:11,14,1631:21 32:1833:19,2234:13,18,2336:20,2337:12,15,2038:3,6 40:240:11,2241:3,8,1842:18,2044:14 46:246:22 47:347:17,21,2548:15,17,2148:24 49:349:10,19


55:20 59:1560:5 76:2078:8,10 97:5101:14103:18 110:4115:19,22118:21 119:9119:14,19,23120:3 121:9123:13,17,24124:4,9,13124:17,20125:4,7132:20143:10,13153:4,9,24154:18155:15,19,25181:21 197:3202:6,21204:4 205:2205:7,11,17217:14,16218:4,9,13218:20,25224:7,13,18224:20 228:4228:12,22229:18 230:7230:13,18234:6 239:22241:8 245:11245:14,22246:21 247:4248:16,24249:4

chairman 11:1311:18 12:613:9 14:2515:12,2316:21 17:517:18 18:1618:25 20:1220:22 21:1322:10,1723:5 24:4

25:5,2226:19 27:1728:19 29:1730:12 31:231:12,2033:6,2434:17,2235:13 36:736:25 37:1937:21 39:2540:6,12,1740:24 41:441:10 42:1444:18 46:647:2,5 48:749:7,9,1750:4 55:2159:18 78:778:11 97:7101:15103:22 110:2115:18 122:2123:20,23124:12 125:3132:19,22143:12154:22 155:2155:14,18159:3 181:23205:6,16217:13,15218:15 219:4224:10,19228:3 229:17230:10,12237:23238:21239:21,24241:11245:13 246:3248:21,23

challenged216:3

challenges79:23 185:6222:20,22

challenging238:23 239:7

champion240:12

change 8:2473:25 80:11134:2 151:16206:8 212:21

changes 88:16116:11195:20 206:7216:7,10221:8

channel 10:4channels 188:8chaos 157:22Chapter 8:6charitable230:3 244:23245:6

chart 159:22168:24180:10,11,18181:2

charter 112:6114:13

charts 219:9chase 117:7checking234:12

Chelsea 120:15211:6 212:22215:24223:14

Chester 207:25208:13

Chickie's211:13

chief 50:5,6,850:9 60:1877:3,10 92:8122:3 125:23126:16,18,19130:7 156:17191:19197:12,19

231:6 232:5232:11 233:4

chiefly 77:25child 113:7,17children 106:7235:23

chillers216:10

chop70:18144:4

Chris 191:19chronic 174:7chunk 203:22CIE36:14,14circulated29:23

circulating177:5

circumstances58:10

Circus 231:22231:23,23,24

city1:10,133:8,19 5:65:13 6:6,107:7,13 9:109:17 32:734:8 38:1739:10,11,1139:14,15,2039:20,2143:5,9,20,2445:20 51:2,352:6,15,2553:9,1354:18,1955:16 57:1357:15 58:259:7,1062:23 63:665:7,1467:11,13,1768:4,10,1277:7,12,2382:5,16 83:983:20 84:5


84:14,1785:5,8 86:286:5 87:1487:19,24,2588:13 90:293:17,2394:5 95:1098:16 99:1299:24 101:6102:5 103:14112:12,14113:2,4,9,10113:13,14,19114:3,3,9,14115:11,14118:19 120:6122:23 128:2128:3,6,8,13129:16 130:2131:4 133:3134:8,14136:6,11,13136:18139:14,19140:20 141:9141:23,25142:3,7,12145:14 146:3146:12,15149:19150:24151:12 152:3152:4,6,10152:19154:12 172:3172:19173:14 174:9174:14,16175:2,8,22176:16,19179:14,14,22184:7 188:12189:7,13190:13191:10 192:5192:19

193:25194:16195:12 198:5204:20 207:6207:18,24208:5,13,21208:24209:22212:18216:23 217:3221:9 222:17223:10225:18,21227:22 228:8228:16229:14,23238:22239:12240:23 243:6243:9,9,15243:25245:23 246:8

claimed 244:3Claridge195:13

clarification48:10,16

clarify 219:8clarity 42:16clean 229:6,12clear 69:2270:13 74:381:2 138:3177:24221:19

clearly 70:9122:9 199:17232:4

clients 41:14cliff 247:18climb 109:15climbing109:15

close 59:369:13,1775:10 101:4

164:3 165:18168:4 169:21223:22

closed 11:2069:11 73:1095:10 105:25123:2 222:12

closely 126:24232:21

closer 201:4closest 66:5closing 69:1871:17 72:2174:6 88:2589:4 119:10119:12133:18174:22238:18

closings 69:14closure 92:25closures 92:20club67:2195:14 196:2226:14,17,24235:21

co-counsel40:19

Co-Petitioner40:8

co-petitio...53:19

Coast 159:8180:3 207:17

collaboration9:23 78:16

collaborative242:11,22

collection6:17 98:6115:2

Collections3:18 5:127:6 38:1544:10 45:17

collectively

220:22,23college 61:8206:15226:25231:13

colored 76:4Colt3:21 5:145:15 7:8,938:19,2245:21,2351:17

Columbia210:11

Columbus111:14207:19213:23

combination54:13 72:18114:25 123:9

combined 64:2465:9,1068:11 69:1072:10,2376:15,1979:7,11 82:9105:12172:23 188:2188:6 196:21204:15

combining131:23203:16,24

come67:1473:15 90:13101:6 113:12115:9 117:20118:5 121:7123:25 129:7129:21137:12140:19 142:8145:13146:18148:23152:19 189:3


189:18199:16 212:9213:19217:24 224:2246:2 249:5

comes 85:7100:10121:13145:12146:11152:10203:13,18216:5

comfortable118:17 179:3223:19

coming 72:1173:11 103:10103:12106:13 107:8112:2,11123:9 135:25136:5 162:21168:15171:14

command 66:7commenced 8:1commendable245:9

comment 10:5,635:21

commented137:12171:24

comments 33:261:3

Commission 1:21:10 2:2,46:12 7:4,158:9,14,17,189:22 10:2011:4 15:324:4,1426:10 29:1930:5 32:1143:11 44:3

45:15 50:2552:2 53:6,1155:15,2256:16,2257:5 58:2160:16 62:2463:4 65:1567:12 71:2071:24 72:1574:12,13,1675:6,19 77:983:13 84:1688:7,2089:15 90:1590:19 92:694:20 95:17100:6 101:24126:2,21128:23133:14 137:4137:7 143:3174:9 178:9179:2,6,11180:24181:11193:10206:11209:12 210:2211:17221:22 229:2229:10 231:4238:20250:23

Commission's9:16 10:258:18

Commissioner2:3 11:16,1712:6 13:914:7 15:2,1315:23 16:2217:6,1818:17 19:219:14 20:1320:23 21:1322:11,18

23:5 25:526:19 27:1828:19 29:1830:12 31:231:18,1932:19 33:633:24 34:2034:21 35:1436:7,2537:17,1840:24 41:1047:19 48:1969:3 103:19103:21,25104:15,18105:4 109:18109:22 110:5112:18115:13,19116:6 143:13143:15144:11146:22 150:7150:17,22152:20,23153:3,4197:5,6199:10,15200:5 201:10202:4,6205:16 224:8224:9,18,19224:22,25227:6,20,25228:4 229:20238:21 241:9241:10 243:2245:5,12,14246:4

Commissioners24:14 25:2342:20 46:2347:17 63:965:20 76:4156:20

commissions

69:19commit 42:23192:4 195:8195:10

commitment85:10 100:15151:19152:12176:13,24192:15,18193:15,20194:23209:16217:24

commitments54:16 55:1357:10 59:1385:21 118:18129:22167:17 168:7189:24191:14209:11242:19

commits 194:19committed 78:393:21 101:23122:4 130:8152:13159:19 163:9166:19174:24 193:5239:13 241:4248:4

committee76:21 234:5

commonly 83:7communicated46:9

communication136:4

communities238:7 242:20244:6,8

community63:16 71:25


225:12,16,18225:21 226:5226:7,12,25227:12,18229:19 230:3235:17,23237:24 238:9239:15 243:5243:11,17,23243:24244:25 245:7

companies50:22 51:352:2 54:1466:11 71:878:25 79:23106:22 108:3130:21131:21,23132:6,9140:3 158:11158:15 166:2169:23171:15191:10203:16219:20226:11233:12236:17

companies'172:23

company 3:4,93:19 4:215:6,13 6:176:18 7:729:9 30:632:8 34:938:17 39:839:16 43:444:10,1145:20 51:852:5,1354:15 56:962:15,1863:6,7,19

64:24 65:968:2,11,1369:5,10,1072:14 73:2574:6 75:2576:3,15 77:279:7,11 80:681:23 83:1687:17,18100:7 103:9103:11105:12,13119:3,4121:23,24126:5,13,24127:18 130:7135:21138:12,18139:4,10,16144:3 151:9151:18 152:8158:9,24159:17 162:5165:25 166:4166:7,9170:10 177:9178:15181:14185:10,25187:21198:24 199:7199:11,14208:8 209:12216:16 231:9232:2 233:3233:5 235:2

company's170:14180:17 181:4

compared118:25 119:5170:15

comparing171:12

comparison72:8 139:20

165:25 190:4compensation47:10

compete 115:8competition59:11 67:1567:19 179:13179:21,25189:18195:18

competitive6:4,8 43:1754:20 68:9102:23 149:9150:5 222:8

competitively114:17

competitor179:24 180:6

complement233:18235:14

complements117:15

complete 51:2356:13,2084:11,15210:24217:25

completed 52:360:21 83:1694:3 168:18194:17

completing190:22

completion95:4

compliance 8:616:4 17:2319:18 23:1026:24 76:14136:14,22,23

complicated239:4

comply 94:2496:24 196:12

196:21component 11:652:16 92:18236:2,5

comprehensive56:15

concentration7:12 43:755:11 56:2057:9 91:1191:12 96:11116:10179:13

concentrat...168:14

concept 236:14concepts211:13

concern 57:496:3 175:10190:12200:12

concerned145:4 171:25

concerns 54:691:11 93:1595:6 96:11133:22134:23135:10 137:8137:18138:22 139:2175:18176:13180:16 181:4191:20

concluded65:11

conclusion42:6

concurs 13:24condition83:19 189:25193:12,14195:3 196:8196:13


210:15214:13,22221:3,17,21

conditions7:16 16:417:24 19:1923:10 26:1226:24 31:943:13 58:1958:24 75:1275:14 77:1677:20 78:281:22 89:794:16,18,2496:23 100:16100:18,19101:25118:14133:13142:23,24173:21 179:2179:20180:22 181:6181:10,15182:14191:25193:11196:16,22204:23209:11240:21

conduct 56:19190:24234:18

conducting186:21

conference24:20 28:9135:9

conferences21:3

Conferring45:4 78:9

confidant81:14 136:6

confidence

58:9 65:9183:17185:23

confident132:5 152:18186:3

confirm 55:1277:15

confirmed74:21 142:22196:6

conjunction100:24

connection56:5 73:5,673:13 84:6158:11186:22202:17

connector211:6

consent 47:9consented46:16

consents 47:6conservation216:9

conservative70:6 172:11

consider 41:1942:8 57:579:13 179:11

considerable99:22

consideration4:7,9,10,124:13,15,195:3,7 11:2314:20 15:516:16,2318:11 20:722:5,1123:22 24:625:25 27:1229:20 32:332:15 34:25

73:3considered35:9

considering41:23 55:2361:3

consistency240:23

consistent240:14

consistently163:2,22

consolidate161:21

consolidated72:7 161:18187:21

consolidation57:12 59:9157:13

consolidat...134:4

constantly129:9 199:2

constructed39:18

construction83:14 159:24

consultation174:13

contact 10:1910:21 191:22

contain 53:7134:18

contained26:12 31:9118:15 179:5

contemplate71:16

contested13:25 21:4

context 57:21134:18

continual192:13

continue 9:13

49:19 60:1970:13 145:10149:11,17188:5 215:25227:3 230:4233:17237:16244:11

continued 5:159:3 131:17158:23 233:2

continues109:20

continuing107:9 237:8

contract 95:13contractors177:21

contracts203:23

control 1:22:2,4 6:127:4 8:9 44:245:15 55:1266:8 74:1696:4

controlled219:20

convene 218:21convention189:14

conventions104:24

conversation64:10

conversations127:15

convert 44:952:8

converted 6:16convince151:14,15,17

convinced152:23

Cooper 2:311:16,17


12:6 13:914:7 15:2,1315:23 16:2217:6,18 19:219:14 21:1322:18 23:524:5 25:526:19 27:1828:19 30:1231:2,18,1932:19 33:633:24 34:2034:21 35:1436:7,2537:17,1840:24 41:1041:12 47:1948:19 103:19103:21,25104:15,18105:4 109:18109:22 110:5112:18115:13,20116:6 143:13143:15144:11146:22 150:7150:17,22152:20,23153:5 197:5197:6 199:10199:15 200:5201:10 202:4202:7 205:16224:8,9,18224:19,22,25227:6,20,25228:5 229:20238:21 241:9241:10 243:2245:5,12,15246:3,4

copies 50:25core184:13,20185:20

coronavirus104:6,10197:19 198:9225:21243:18

Corp6:5,943:5,19,2350:24 51:6

corporate 5:532:7 34:875:16 76:1776:20 79:2180:22 98:2,3116:9 132:6157:11160:21,22,24161:22 173:3175:22 176:3203:15204:13,15232:8,8234:7,14238:4,11

corporation3:9,17 5:65:11,15 6:157:5,9 32:838:14,2140:14 44:745:16,2350:24 51:1651:19 52:4,852:9 55:25122:9,10

corporations79:21

correct 44:2048:5 60:2379:12 83:4,583:8,12,2284:8,9,1286:6,7 87:1087:11,1688:3,4,7,888:21,2290:3,4,7,11

91:18,19,2492:5 93:1793:18,2594:6,11 95:695:7,18,1995:21,2296:2,11,1296:17,2097:19 98:1898:20 100:9100:10,13,14101:3,11,21102:2,5,6,11102:12,15,16119:22133:10,11134:25 135:2135:6,7,12135:16 137:4137:5,9,10137:15 138:7142:12,13,17143:6,7155:3,4167:24170:12 181:8182:6,10183:6,7,10190:5,9,15190:19,25191:6,17,20191:25192:15 193:7193:12,23194:5,11,17194:24195:14,22196:3 204:10219:12,17,18219:21,22220:2,6221:23,24236:18 241:5

corrections47:15

correctly

241:13correlated215:9

cost57:1159:8 173:15173:19204:10

costs 66:17counsel 2:5,73:2,3,6,113:15 12:213:5 14:3,2315:3,1916:19 17:817:14 18:1419:4,1020:10 21:922:8,25 24:224:5,2525:21,2426:15 27:1527:19 28:1529:15,1830:22 32:1633:20 35:1136:21 40:342:9 44:1748:16 49:14123:15,18126:13154:19,19203:20 230:8248:18 250:9250:11

COUNSEL/EX...2:6

Counselors248:18

Counsels246:23

count 166:4Counties226:14

country 68:1569:21 71:372:3 131:2


136:16,21139:14140:19141:22 144:4148:19 152:2158:4 160:18161:4 200:2229:15231:16244:10,13

couple 97:8101:16 104:3116:13143:19,25166:16 184:6184:8 197:6208:12 219:8234:15

coupled 73:9166:24

course 10:12162:2 174:5213:10249:13

court 1:17,21217:19,23218:22 250:4

covenants57:14

cover 107:9207:16

coverage 61:12covered 172:7covering122:14 157:7

covers 97:1498:15

COVID 69:2171:9,1189:12,18,2492:4,20 93:6104:6 105:2105:7 108:13108:14128:22 129:3131:17 153:7

153:11197:15,18198:9 212:21222:21225:22237:16,19239:5 243:18

COVID-19 9:1981:22 89:7154:3 162:24

CPA231:19craft 143:5create 54:14198:22

created 58:1075:21 176:23213:4

creating158:25

credentials134:10

credit 166:21167:10202:17,19247:22,23248:6,10,15

credits 202:16247:13

crises 154:17crisis 69:2,373:22,2381:23 93:12107:16128:22157:15162:21166:10169:11198:16,18,25

criterion57:22

critical 52:1657:4,2058:14 190:11193:17229:11

234:21235:23241:23

cross 67:4110:8 144:19188:7,7227:2

cross-exam...78:12 132:23181:24217:19 218:2219:5 239:25

cross-func...233:13241:15,19

crystal 81:2cultural 80:1180:21

culture 226:11235:12

cure178:5curious 145:4current 58:1081:22 82:21125:21156:15 206:4206:5 231:5234:4

currently51:25 53:874:19 78:1982:5 98:18100:8 102:5119:15175:24 179:6207:16 232:3235:20236:18

curtain 121:4cusp232:24customer 66:1066:24 81:25108:25110:17,17123:8 140:23145:12

223:18 236:6241:24242:24

customers 66:5105:17107:21108:23 109:4112:10117:22 122:5122:24139:13 141:5141:22145:23146:15149:10153:11,14201:17 212:8213:22222:13223:18,22,22236:24 242:4

customers'201:2

cut117:16cuts59:8

Dd3:17 5:1921:15 40:6156:3 205:20

D-17:4 42:2342:25 44:1644:20,2445:14 46:1247:6,23 48:348:11,1356:17

D-27:11 43:644:16 48:548:13 56:23

D-37:14 43:10D-47:16 42:2443:12 47:2348:12 58:20

DAG129:14daily 127:14


148:24Dame61:8Darlene 1:17250:4,19

Daryl 2:442:19 45:13

data145:18,20145:22153:10 190:7242:2,7

databank153:10

database110:13,19,22110:25153:19,22172:18 180:3201:16222:11

date119:12173:11203:18,22204:3

dated 33:1036:10 43:245:5 56:15250:22

day8:19 9:752:19 75:381:5 107:5127:13 131:7131:8,25159:11,13177:11182:23 189:5208:11224:21 237:4237:6 242:15242:15249:18

day-one 234:18day-to-day206:25

days80:3,1495:17 133:17228:21

238:25DDT4:17de-leverage169:11

de-leveraging166:25

deadline 241:4deal53:2365:23 68:1873:18,2078:16 80:1791:2 108:2130:23 148:4161:5 206:18

dealer 206:17dealing 69:1671:9,11

dealt 105:7126:9

dear144:25debt61:1785:16 163:5165:12,18167:3,5,17169:3,4,8,14169:21,23170:6 186:14

decade 174:13December 8:935:9 96:18162:13 169:8169:25248:11

decentralized66:4 80:7200:16,18

decision 70:1998:25 99:6,799:16 100:2100:3,11,12100:18 103:6106:2,9107:23108:24175:23 201:7

decision-m...

116:9 175:19decisions 66:669:8,14 99:4101:19102:14105:15 176:3178:15200:25201:24215:13

deck6:1459:21 124:25223:14

declaratory5:17 38:2439:12

decline 139:22189:8

declined120:21129:17

declines164:22 171:7171:8 184:24

decreased185:13

decreases220:10

decreasing145:24

dedicate 193:5dedicated195:6

dedication152:9

deed119:14,20178:24195:12,20196:2,9

deemed 90:17deep127:23159:14

defer 189:20deferral 248:8248:14

deferrals

192:13deferred202:19

deferring248:9

definitely234:10

definitive96:18

degree 58:9161:19

Delaware 6:166:17 44:9,1152:9

deliver 81:15delivered81:15 167:13

demand 154:10154:16 167:2185:2

demonstrate81:14

demonstrated67:5 81:16

denied 21:7Denver 111:12deny21:17department131:20 229:8

departure232:23

dependent114:5

Depending246:8

depict 168:3depicted134:19219:15

deploy 237:3237:16 238:3244:12

Deputy 2:8,9,92:10,10 3:23:6,11,1540:25 191:19


descent 244:21describe 72:1575:20 128:23168:20 174:9179:15

described100:15,18116:6 118:10182:12

DESCRIPTION6:3 7:3

design 159:24designed160:16

desirable54:20

desk134:5desperate222:16

despite 67:19109:12 171:9

destin 82:12destination54:21 81:2182:4 111:25112:12,15171:3,10184:18 185:5185:16

destinations172:20

detail 68:776:22 141:19159:18161:10163:15170:18188:24

detailed 57:18details 55:6deteriorate114:16

determination42:2

determine39:13 56:7

98:23determined96:14

determines58:23 94:20

detriment103:14

devastating200:8

develop 72:477:4

developed66:13 76:1376:16 157:9

developing77:11 107:18120:9

development3:4 4:2129:8 30:662:12 66:24110:18179:21235:17

devoted 102:10DGE61:4 73:2075:6,12 77:991:11 118:8118:15 129:5

dial249:14dialog 209:22Dianna 2:6 3:63:11,1511:11

dictated 87:17different68:19 70:2279:21 93:9105:19,20113:10,16116:15140:22141:12145:12146:12158:19,22

164:12169:19186:13 204:7212:16221:12 225:9231:17235:20243:12244:25

differentiate85:18

differenti...121:22139:15

differently84:20

differs 145:14difficult128:22137:12 154:5157:25

difficulties77:24 157:24

digital 4:2329:12 31:7

digitally156:23

diligence159:14 173:6201:22

diligencing159:17

diluted 158:24dining 223:14dinner 64:6direct 60:1378:20 91:7125:15127:13156:12202:13 206:2231:2

directed 87:25direction63:18

directly 49:12

90:21 97:15126:25232:21

director 50:14137:7 207:12238:19

directors74:20 134:13203:19227:17

disclosed 74:2disclosures223:7

discomfort223:19

disconnect10:15

discuss 63:2264:13 79:19147:9 163:14191:20 196:7198:7

discussed 62:264:7 68:794:20 101:22102:9 117:13138:22 142:6142:9 163:4186:7,22239:14

discussing79:6 92:299:20 138:25240:5

discussion12:10 13:1314:11 16:718:2 19:2221:20 23:1325:9 27:328:23 31:1434:14 37:1348:22 73:18134:9 176:8

discussions37:25 63:24


64:17,1965:11 93:20174:15 193:4

disinterested138:5

dismantle 81:4disposition91:4

disproport...118:24

disqualified21:15

disrespect104:16151:10

disrespectful147:23

dissatisfa...63:17

distance113:22185:24

distressed61:20

District 3:44:21 29:830:6

dive127:23diverse 234:20diversific...82:4,22

diversified234:25 245:3

diversify97:24

diversity233:23234:20,21235:16244:19

divest 96:10168:13

divestiture92:9 95:3,495:20

divestitures

96:14 111:23Division 2:87:2,16 11:612:25 13:2315:11,14,1515:25 17:4,717:20 18:2419:3,1620:21,2421:6 22:1622:19 23:724:12,19,2126:7,9,2128:3,5,830:3,13 33:733:9 36:8,1640:22 41:242:22,2543:12 44:2244:24 46:946:15,2547:6,8 53:2555:9,1556:12,1857:4,8,2458:15,1877:18 79:879:13 93:1593:20 94:1694:18 100:25119:9 124:11124:14129:21133:17,23134:9,24135:9,14138:23 143:4155:18156:25160:25 161:5161:13167:23170:11171:21,25173:21 174:7174:15 175:9

175:17177:19 178:9179:2 180:16180:20181:12189:24190:12 191:3191:15,18193:4,11194:14 195:3195:19 196:7196:17202:22204:24 205:9207:20 213:6217:4 221:4222:15228:25 229:9230:12238:19

Division's24:15 46:1248:4,9 56:2557:17 58:2465:17 96:22101:25115:23129:13 130:5142:23173:16176:13179:19

Division-p...221:21

DKT4:19,20document 47:1287:17 202:23

documents 46:846:19 104:9104:10112:23 147:4200:14

doing 71:8107:18110:16115:10 171:2

172:12 173:6212:20 217:2217:7,9223:2,14224:24228:19242:11

dollars 73:485:2 99:1899:22 103:13108:5,6116:14148:20 163:3171:15174:22182:20197:24 198:2209:25226:20 244:5244:13,15,17

domestically182:17

Don62:8donation226:19

door106:13145:13

doubt 199:5doubts 70:24Dow157:22Downs 207:18207:19213:22227:15

downside163:21

downsized160:16

downsizing204:5

Dr6:4,7 7:1143:6,2150:13 56:1956:21,23249:7

draft 29:23


30:18 31:333:16,2536:16 37:2

dramatic188:13 194:2

drastic 142:15dreamed 69:9drive 149:18213:21

drive-to 114:8driven 175:22driving 62:10113:22

drop82:22dropped 210:21247:18

due10:11201:21221:21

duly60:7125:10 156:3205:21230:21

duplicative203:19

duration183:14

duties 4:2229:11 31:6240:4

dynamic 226:21

EE2:1,1,9 3:13:1,2,6,113:15 4:814:21 16:260:7,7 156:3156:3 205:20205:20,20,20230:20,20,20250:2,2

e-mail 10:6,18eager 173:23earlier 67:2478:15 89:25

93:15 94:1595:2 96:21131:12136:25151:23 171:5175:16 202:9202:22 215:5223:6

earliest169:14

early 61:1362:13 110:7135:23157:10 173:7190:14241:18 248:4

earmarked174:20

easier 198:23199:9

easing 89:21east112:13180:3 206:6207:17

Eastern 67:15115:5,9

ebb171:9EBIDTA 82:22EBITDA 165:5170:24 171:7171:12184:20,23185:8,19,20188:13211:22 220:4220:7

EBITDAR 68:1268:13

echo125:18echoing 61:2economic 6:4,87:12 43:7,1750:15 55:1156:20 57:996:11 117:19179:13,19

education 81:6126:3 156:21231:10

Edward 4:916:17,2417:21

effect 189:25212:3 240:8

effectively70:21 72:989:16 158:12163:19171:17 181:4

Effects 6:5,843:17

efficiencies203:3 204:7

efficiency242:21

efficient242:12

effort 54:271:4 229:25

efforts 54:456:13 71:1871:19 91:13158:4 178:8

Eicher 40:10eight-week247:19

eight-zero184:21

eighth 211:24Eileen 4:712:21 14:9

either 55:24127:12217:22220:21236:25

elaborate144:15,23148:7 200:19203:4 241:17241:20243:10

elaborated109:24

Eldorado 3:205:14 6:6,96:15 7:8,1338:19 39:940:8 41:2041:24 43:3,843:19,2344:7,2345:21 49:2450:4,12,2351:5,13,1551:20 52:752:19 53:2055:23,2458:16 59:1259:19 60:1760:19 62:4,662:9,17 63:464:9 65:2473:24 74:2276:6 77:1879:20 81:1890:25 92:1393:20 94:2395:12 96:996:17 101:23104:11106:12111:21112:25 125:5125:22,24126:8 127:6131:13135:18 137:2138:18141:10 143:5150:24 151:3153:6,21155:22156:16,18158:6,12,14158:20 159:2159:12,13160:3,24


162:10,12163:15 164:2165:3,17170:21,23172:14175:20 176:2176:7,21181:11185:12,20186:7,9187:23188:19 192:3193:4 194:19194:22195:18,25196:12200:15,24202:9 205:13206:4 207:4211:2 225:17226:4,6,16227:7 231:5231:7,22232:2 235:11236:20237:17,21242:13243:13 244:4244:15 247:8247:14,15248:2

Eldorado's61:22 133:20137:8 139:18166:23172:18190:13192:18201:23219:23220:11227:11243:11,22

elect 49:12electronic212:19

214:20elects 221:22elevated 159:4163:6

eleventh 70:23Elgin 62:21eliminated134:19

emergency153:7

emphasis144:17

emphasize151:10

employed 250:9250:12

employee 4:5,84:10,11,134:14,16,184:20 5:4,812:19 13:313:11 14:814:22 15:716:3,17,2517:22 18:1218:20 19:1820:9,1521:18 22:722:13 23:923:24 24:825:7,20 26:326:23 27:1427:20,2228:21 32:432:24 33:1134:2 35:2,1936:12 37:3109:2 202:16204:12 221:2250:11

employees69:13,1576:5 104:24105:17 106:2106:11,18,24107:3,20

108:13,14,15108:18,22109:4,11,13119:5 122:6130:4 139:6139:8 152:17198:20 199:8204:5,9,16220:15,17,21222:5,25235:16236:10247:16,19

employment116:10118:17 126:2129:23142:10,18156:20173:21,22206:12231:10 240:7

empowered238:6

empowering80:6 141:24142:4

encompassed174:18

encountered142:11166:25

encourage175:12

encouraged63:18 140:6

encouraging154:5

endorsement33:14 34:4

energy 128:8128:15 216:9

Enforcement2:8 7:1611:7 15:1420:24 30:14

33:8 36:941:2 42:2243:2,1253:25 55:10101:2 161:13170:11 217:4238:20

Enforcement's161:2 171:21

enforcing240:12

engaged 173:20201:17 212:7

engagement123:8 246:5

Engel 1:17250:4,19

enhance 168:16enjoy 154:11enormous 54:2ensure 42:1559:2,6 109:4129:6 135:10135:25136:23166:20173:22

entails 241:21enter 32:1735:12 40:347:25 88:2589:3 96:18

entered 51:1352:18 63:764:17 83:2490:20 138:6151:7

enterprise173:4 235:2

entertainment3:14,17,195:10,10,125:15 6:5,96:16 7:5,6,935:5 37:8,938:13,16,21


43:18,2344:8 45:1645:18,2350:24 51:6,951:16,1952:4,1055:25 59:462:22 63:864:5 74:276:25 77:278:18 80:383:15 104:24114:25121:15,16127:4 144:9144:25 145:2145:7,16146:5,7,9,20149:20154:13 157:8187:19206:21219:21

enthusiasm123:7

entice 146:2entire 71:1887:17,18,2189:20 96:2597:2 98:4112:9 233:10

entirely 98:25entities 41:2041:25 51:2351:24

entitled 8:7entity 5:1638:23 51:1759:4 62:1165:10 79:24134:14173:19196:21

entrance231:25

entrants

139:25entry 59:11195:17

environment9:11 58:1089:19 117:12136:20162:10234:19

environmental234:7 236:3

environments200:2 239:7

envision204:12 221:8

epidemiolo...107:16

equal 240:7equipment107:20

equity 64:2465:9 73:2,973:10,11,12158:21163:13,18,19163:24 164:4164:5 165:12165:23 166:7166:17,24167:16186:14

equity-linked186:20

ERI55:25 56:3132:14137:21 138:3138:5 190:20

ERI's 137:13errors 135:17escalator140:25

escalators211:3

escape 211:12escrow 74:1985:22 168:20

174:22176:14,18192:24

ESG234:7especially175:23185:25 188:5204:2 228:2

ESQ3:8,13,17essential182:12

essentially79:15 81:19183:3 204:16222:14

establish93:21 240:22

established221:21237:15

estate 52:2083:6,25 84:786:6,1590:10,1897:12 99:14101:5 175:11176:16

estimate 78:23et5:18 38:2581:25 147:6147:6 199:4201:19,25203:24

eternity130:23

evaluate 42:759:7

evaluated57:24 85:16

evaluating57:6

evaluation57:20 58:3179:11

Evansville92:11,15,15

EVD6:3 7:3evening 218:3249:8

event 58:6101:24176:12 216:5236:25

events 68:21167:14

everybody121:13124:23156:23165:11217:24 249:8249:9

everyone's168:12

evidence 47:2554:11 56:1756:23 58:2077:17 85:2094:17 181:13196:18

evolving 129:9exactly 53:7216:19

EXAMINATION60:13 97:9125:15154:23156:12 206:2231:2

example 68:2287:2 117:21138:11162:12200:21,24211:16

examples 201:7exceeded 223:8excelled201:15

excellent121:9 154:18218:20


228:22 247:4247:5

exception75:25

exceptional76:2

excess 66:1775:4 78:22

excited 68:16112:15122:24 123:6128:19136:18145:19 146:6149:24152:18 210:8233:24 234:8

excitement80:17 121:5221:15

exciting148:12

excuse 72:23143:3 179:14206:4

execute 166:23177:20 178:7178:13 239:6242:6

executed 90:21157:16163:24164:12166:18168:15 181:5183:2

executing163:13 235:8

executive 7:1443:10 50:560:18 122:2137:7 159:3216:4 226:23227:17

executives134:8

exercise 4:2329:11 31:652:23

exercised83:20

exhausted85:23

exhibit 44:2458:20 94:17

exhibited239:6

exhibits 6:26:12 7:242:10,21,2343:14 44:344:13 46:4,547:22 48:10

existed 103:9existence51:18 195:11

existing 62:1576:6,24 86:992:13 111:19

exists 79:1681:3 98:18100:9 160:23

exited 190:8expand 121:12121:20 217:8234:8 235:9

expanded112:10232:12237:21

expansion84:24

expect 75:2481:13 103:3110:20111:25120:12,15162:9 168:4168:8,14179:21

expectation70:14 170:25

expectations55:8 58:7167:4 170:3194:24 223:7

expected 73:2486:14 133:3171:23

expend 100:12100:24 178:5

expended178:19 193:6193:21 210:3219:12,16

expenditure57:10 58:577:5 85:2186:3,20 87:487:8 88:289:8 91:2193:7 97:1698:17,24100:23 120:5175:12177:18178:14,24212:13 213:4213:7,9216:15221:16222:16

expenditures50:19 93:1693:23 101:19102:4 147:3147:13175:20193:18211:19 215:7219:24

expense 86:18116:16172:22173:10203:21

expenses172:24

178:19expensive116:18216:11

experience10:13 67:1877:7 131:14140:23200:24210:18 225:7232:3

experienced111:22

experiencing82:6

expert 56:18161:6 179:19

expertise136:10,12189:21 225:7

experts 72:5107:13

Expires 250:23explain 55:589:14 90:15170:17183:21215:21232:17234:16

explained24:17 150:11192:8

explaining198:2

explanation134:18192:12,17

exploring163:10

exporting111:8

exposure111:12

expressed63:17 192:23


221:15extended106:14

extensive120:24190:22

extent 204:21external232:22 233:8

extra 74:25211:11

extraordinary56:13 61:569:4 71:4,1272:10 76:10109:19,21113:21,21

extreme 161:9extremely145:19148:15166:25

extricate92:15

eyes152:9240:16

FF2:1 250:2Fabius 40:1740:18

facade 214:19face-to-face246:19

facilities166:21

facility142:20167:10175:13

facing 241:24242:24

fact66:2276:2 99:10137:11 162:3165:2 169:14

177:24183:12206:22218:15

factors 140:13185:2

fail178:4failed 21:2failure 178:5failures 135:4135:19

fair178:22fairly 92:21101:4 215:10

fall58:7200:9

familiar 77:879:9 151:2181:17240:20241:16

familiarity208:20

family 61:16121:25150:12,13,20151:12158:20163:21

family-owned121:23,24122:8

family-run139:11

family-style122:4

fantastic67:25 113:14

far82:12132:2 145:9148:25 174:6216:22 217:2236:2

Farber 3:7,1232:20 35:1540:13

Farmer 6:1844:12 50:1894:12

fashion 66:480:7 108:12

father 106:3150:14 209:8209:8

Fauntleroy 2:63:6,11,1511:12,18,2012:18 13:2114:19 16:1518:10 20:622:4 23:2125:17 27:1129:7 31:1231:18,20,2234:16,20,2234:24 35:2436:3,5 37:1737:19,2138:4,9,1241:4 42:1444:18 45:5,945:13 46:2547:24 48:654:22 123:15124:3,11,15124:18217:15,17218:7 224:11224:17246:25 249:3249:11,16,19

favor 12:1313:16 14:1416:10 18:519:25 21:2323:16 25:1227:6 29:248:25

favorite 113:7113:17 246:2

February173:12

191:18195:24

Federal 106:18106:19 153:7202:13

fee72:20feed112:10,14223:12

feedback223:18,20

feeds 111:5feel9:1273:20 81:23122:8 132:12136:6 186:3200:23203:25

feeling 120:18feels 122:7fees85:11,14felt245:19FICA248:8,10figure 192:20216:19221:12

figuring107:22

filed 8:1026:4 27:2428:5 33:935:7 44:2246:7 56:1656:22

fill108:7113:14

filling 76:5final 48:869:20 112:19121:10 150:9168:25229:18

finally 11:372:2

finance 160:2financial 50:757:18,23


58:6,11 59:361:7,9 71:1471:15,23104:8 108:8156:17157:15 161:2161:6,11197:12,19198:17232:20 233:8

financially70:2,13250:12

financials242:2

financing71:21 74:1784:18,1985:10 157:16158:10159:18,19166:18,19168:19,25186:15

find21:1434:6 37:675:24 98:11116:24145:10146:14

finding 145:25146:18

fine47:19148:3,3200:3

fingers 81:5finished 158:2finishing207:9

fire231:16fireman 105:21fires 105:21firm40:741:12

first 1:116:10 11:22

42:15 43:2455:5 59:1660:7 61:2264:17 65:5116:4,7125:9 130:4139:18150:24 156:3159:11,16169:8 172:7174:18193:21205:20 207:9220:11224:12 229:4230:20231:15,18,25249:6

first-class142:20

fit80:19159:7

fitness 211:11fitting 67:11five43:1448:11 54:2374:22 80:885:24 87:295:24 111:20118:4 119:11124:2 126:12132:10172:22,24174:24 195:5218:5

five-minute115:4

fix92:22212:7

fixed 73:15211:7

fixing 216:21Flag8:22flat72:982:19

flexibility

58:6 169:18187:17

flexible 11:9flip63:1165:21 75:17166:11168:22 170:8171:19 174:3175:4 179:8180:8 184:8211:16 214:8215:17236:13

flipped 117:13floor 1:118:23 9:4109:8 120:24126:7 140:22145:18146:14 149:6210:25212:18213:17 216:2

floors 149:4212:17

Florida 111:13flow82:1892:14 171:18186:4

flows 58:775:4 98:4

fly-in 114:6,9focus 62:1066:18 73:2091:6,13117:9 121:15141:20146:16 152:7157:9 172:25173:18 236:7

focused 117:8129:2 171:22

follow 10:23103:5 217:7

followed 41:15following

102:17129:22133:20179:20192:17 193:3217:3 222:25229:6

follows 42:2160:8 125:10156:4 205:21230:21

followup118:22123:16,18154:20 205:4230:8 247:6

followups248:19

food109:7115:2 117:22117:23145:16211:14226:25238:12

footprint119:25

force 99:6130:2,9

forcing 163:17forecast183:18

forecasted183:3 186:11

forecasting186:10202:23

forecasts161:12,16170:11,15

forefront225:23

foregoing250:6

foresee 210:2foreseeable


183:13forgot 31:12form30:9234:5

forma 166:4169:6 199:8

format 167:21former 76:25100:4 195:13

formidable180:6

formulated174:15

forth 53:1857:19 70:475:2 194:24

fortress198:22199:23 200:6

fortuitously158:5

forward 9:611:10 70:1471:15 76:1577:13 81:2485:25 107:24131:22140:10182:13 222:6235:3 238:13

forwards 78:21foster 179:21found 137:12foundation234:9,11237:15,20,25238:2 244:11

founded 126:5146:9

founders 234:2four42:23104:7 109:20162:13168:10 169:9169:15186:13

207:24 221:9fourfold 55:5fourth 55:12140:13183:19

fragile 109:23228:2

framework 66:6141:16

frankly 100:2198:19 210:8222:23

free1:24145:17,17171:17 186:4200:23

freeze 89:24fresh 152:14240:16

front 65:13,1369:19,2072:25 74:1574:15 81:1282:20 114:20121:4,13128:21132:15148:16,22,25154:6 157:14169:21192:24 203:8236:22 239:9

front-loaded174:21

frontline139:8 152:17

FTC70:20,2495:2 190:21

FTEs130:3fulfill 176:24178:4

full9:8 45:1045:10 62:9113:25117:14 128:6162:9 166:21

199:20202:18220:11

full-on 114:2fully 51:296:24 119:7129:18148:13196:21204:23 241:4

function 76:14201:3 215:12232:9 235:15237:12241:24

functions134:5 160:20201:19232:21

fund53:1874:18 86:3100:23 101:9101:23 102:3178:24199:16 213:4216:15221:16,19,20238:11

fundamental235:10

funded 162:15funding 84:1485:21 192:25

funds 84:11168:19177:15,21178:7,19192:25 193:5195:5 238:9238:14

furlough 107:2furloughed69:13 106:16248:6

furloughs237:19

further 12:1013:13 14:1116:7 18:219:22 21:2023:13 25:926:9 27:331:14 37:1347:22 48:1348:16,2252:7 56:2365:5 73:2297:4 103:17135:3 143:11155:14168:11,16179:21181:20 191:4205:5,8224:15 230:9237:21242:23246:23 250:8250:10

furthering212:24

future 54:10138:4,19183:13192:14212:25 227:9243:7

GG4:7 12:2114:9 60:7

gain91:5Galle 5:4 32:532:24 33:1234:3,6

gambler 145:6game237:5games 126:9149:5 212:19

gaming 2:87:16 11:715:14 20:24


30:13 33:736:9 41:242:22 43:243:12 50:2351:11 53:2253:25 54:2155:9 56:857:25 61:1261:14 62:1472:14 73:1374:11 91:1795:16,21,2496:5 100:25126:4,13,14131:15 139:7140:22149:13 151:8157:8,9,12158:4,9160:25161:13 162:5162:7 166:2166:6 170:11171:21182:16 187:9187:15206:15211:24213:17 217:4231:15,18232:4 233:11236:8,12,14236:19,19237:7 238:20

Garces 211:14Gary50:3 62:9122:2 159:3232:9 234:9235:18

Gastwirth146:7

gender 234:20general 2:5,62:8,9,9,102:10 3:3,6,73:11,12,15

3:16 8:540:25 104:22126:13,25127:17,21128:17 133:2133:7 189:16191:9 207:3227:15 242:5

generally 21:387:7 102:13147:19 148:6178:2 208:10211:23

generate242:25

generated53:18 54:267:5 72:7

generating173:18201:16

getting 31:25107:8 112:3125:18132:13141:21145:21148:10151:13 161:8207:14214:14224:20234:12241:25

giant 122:9,10gigantic114:10

Girl226:24Girls 226:16235:21

give55:7139:13141:14 142:6150:5 169:16200:21 222:5244:5,13

given 8:1764:20 65:967:15 94:296:4 109:25135:17151:11 163:3164:12166:23 170:6172:6,10182:22 185:6188:24189:21193:17 204:2

gives 98:3169:18

giving 142:4,5163:19244:17

glad118:21214:4 223:24

Glaum 161:6191:19 192:8

GLPI86:2592:8,1897:14

GMs128:10201:5 208:15

go36:2 45:1245:13 60:461:13 71:1474:23 76:1476:22 80:1498:9 102:25121:8 140:2143:22165:15,23168:2 173:24177:3,20179:16188:23 197:9198:16 216:7

go-forward159:21 233:3

go-public158:8

goal242:16

goals 55:4god110:10goes78:22141:2 201:11225:14,15228:9 245:24

going 64:2367:25 68:1072:6,2473:18 76:1477:2,4,680:12,2181:4,5,12,2385:25 92:2194:13 100:12104:22,25105:18 110:2110:5,11,18112:4 115:16116:2 117:16120:23 121:5121:6,12,17121:18,19122:10,11,12123:4,24125:20128:14129:20,23139:4,9,13139:14,15,16140:5,10,15140:18141:19,20142:2,2,7144:17145:21,25147:8,24,25148:11,14150:3,23154:9,15159:2 160:4160:18 170:3176:10179:24182:13 186:4186:23


188:23 197:9198:5,24200:3,9204:6,9,21210:7 211:3214:4,5217:25223:12,25225:24 226:5227:7,18,25232:15 233:6238:25243:24

gold66:21golf89:23121:18

good8:3,2511:12 14:2515:12 17:518:25 20:2222:17 30:430:11 32:1833:5 35:1336:6 40:2349:20 60:1460:15 78:1391:14 103:23103:24,25119:2 123:9132:13,24,25143:17144:12148:22150:18155:22,24156:13,14165:11169:22176:22181:25 182:2203:22,25205:15 206:3215:25 217:2217:7,9219:6,7223:5 224:22

228:3 230:17231:3 234:12234:23 240:2240:3 249:8

gotten 81:2governance234:6

Government106:18,19202:14,15

Governor 9:9gradual 183:4gradually183:4

graduated 61:7206:15231:12

Grand 62:21grandfather126:5

grandfathers150:14

grant 13:1015:25 17:2119:16 23:724:17 25:626:21 28:1028:20 33:234:2 35:2137:3 133:20

granted 13:332:13 33:335:10 57:7135:18,19141:10186:10

granting 48:2graph 166:8graphical219:11

graphs 219:9gravitated222:13

great 73:18,1980:16 131:3131:7 132:10

132:15 136:3136:5 138:11140:17141:20144:12145:15,15148:23157:15158:18 159:9159:24 160:3161:5 162:17167:13169:22 184:6186:12 187:8198:17 199:7201:18 205:2210:12,12211:8,15212:2,2,10212:10,23214:17216:13 217:2223:23 226:9233:12 234:3245:5

greater 68:776:22 79:4184:23

greatly 54:4227:22

green 236:3Gregorec128:17

grew106:3117:4 126:4126:6 211:22211:22

grooming234:24

Gross 5:8 35:335:19 36:1337:4,6

Gross' 35:6ground 75:3131:24 142:2

group 50:13

64:13 116:11127:15159:20167:10 233:7

groups 244:18244:22

grow189:22244:11

growing 158:24187:8

growth 3:185:11 7:538:14 45:16158:18210:22235:16

guaranty 98:298:3

guardrails99:2

guessing144:20

guesstimate153:25

guests 9:11129:7 215:15222:5 223:2

gut-wrenching107:4

guy206:14guys122:23207:4

Gwen237:11

HH4:14 22:623:8 60:7125:9 205:20230:20

half111:21123:25182:22186:24248:13,13

Hall128:18133:4 209:6


HAMILTON 1:23hand162:14166:22 170:2

handful 71:22handle 151:19217:7

handling128:24

hands 80:18hands-on246:14

Hang124:23happen 70:9136:2 189:5210:18 212:3

happened 70:780:24 102:25104:19197:21 200:8210:10

happening82:11 210:9212:21

happens 102:24114:18 164:4204:22221:12

happier 164:6212:9

happy 110:21113:3 115:16158:23 159:5166:15170:22 184:3210:6 216:25220:16243:14

hard9:10 54:567:19 156:25189:17 217:4222:9

Harrah's 3:83:19 5:5,127:7 32:734:8 38:1739:8,10,14

39:15,20,2242:2 45:2051:6 52:1352:25,2553:2,12,1757:16 80:3,483:20,2484:5,7,14,2585:8 86:5,1487:14 88:1388:13,1891:7 99:22100:5,7,7,20122:16149:14174:19 175:8179:4 189:6189:13206:23207:25208:13,19209:19213:25214:10,11215:4,6228:11

Harvey 4:814:21 15:816:2

hats232:16Havana 210:24head86:12,23138:16228:23

headed 76:17heading 103:10140:7

headline157:13

headquartered245:17

heads 136:21heal163:11health 9:2072:4 81:22107:18

109:16166:10169:11 229:7

healthy 49:23hear35:2450:19 54:1071:20 111:8122:22144:18146:24243:14246:25

heard 44:1754:22 99:9104:12112:21168:19170:15 174:6175:9 200:6215:3 237:23

hearing 12:412:12 13:713:15 14:5,814:13 15:415:21 16:917:16 18:419:12,2421:11,2223:3,15 25:325:11 26:1727:5 28:1728:25 30:2431:16 33:2234:18 36:2337:15,23,2542:6 47:2148:17,2449:10 50:16130:14137:17,20160:12197:15

hearings 74:15heart 145:2heartbreaking198:15

heat170:4heavily 114:5121:25

heavy 160:15heels 166:17height 107:16held11:2193:22 135:14

Hello 25:22125:17

help62:1472:5 134:5136:19172:19213:20223:12,15

helped 157:16157:18165:19 217:5

helpful 244:24helping 222:24Hendricks136:21

Heros 244:3Hi78:14hiccups 81:13high166:25high-growth187:20

high-limit210:25212:22

higher 86:2592:23,24121:16 169:5188:3 220:7

higher-growth188:2

highest 204:10highlight 57:3highlights166:16173:17

highly 54:2066:14 169:5201:17


HIGHWAY 1:22Hill187:10,16hired 107:13138:13

Hispanic244:21

historic163:25

historical58:4

historically111:22118:23122:13201:15

history 57:2565:6 66:2067:16 72:14120:14123:11 126:3128:6 129:19132:9 136:7137:13156:21163:22206:13210:13 225:4225:6 231:9231:10

hit75:3131:17,24148:12 149:2162:4 166:15172:6 188:22

Hm86:11hold67:20104:20190:24

HOLDCO 92:16holding 51:351:25 52:552:12 63:5

hole108:7Hollander 2:1015:10,12,1317:3,5,7

18:23,2519:2 22:1522:17,18

Holly 40:10home106:7homes 71:11honed 222:15honestly150:25189:11

honor 248:5honored 229:24hope108:8147:9 241:12

hopeful 75:10107:10

hopefully168:9 177:5200:10,10217:8

hoping 172:17199:6

horizon 174:24horse 74:13137:3 138:6

horsemen137:19

Horseshoe207:25208:11

hospitality9:3

hosting 156:24hotel 145:17149:3,25150:2,4154:13210:23 211:6

hotels 208:21hotspots199:25

hour70:23123:25

hours 237:19244:9

house 8:11

123:6 148:16148:17,21,21148:22,25211:12232:13233:13236:22241:16,20

household106:3

households105:6

Houston 111:14HR232:13,25240:5 242:9

HR's232:23huge110:19212:3

Hughes 136:19humbled 151:22hundred 85:3110:9 116:4116:7,13226:19

hundred-mi...172:13

hundreds 84:25Hyatt 3:7,1232:20 35:1540:13

IICA133:21135:18

Icahn 64:4,6,764:12,1465:6 78:15

Icahn's 64:12219:20

ID250:25idea169:22identifica...42:11

identified236:21

identify 11:2

42:15 235:25236:10 238:2

identifying234:25

II5:16 38:22166:18

III5:17 38:24Illinois 184:8illustrating222:14

imagine 129:8159:13

immediate88:20

immense 131:14impact 57:1059:8 91:10109:10 172:3175:18179:12188:20 198:8222:9,10236:3 244:18

impacted 104:7104:10,19237:18

impacts 223:17implement 77:5108:12215:21221:18 237:6

implementing77:11 235:13

importance65:3 73:17152:7 239:11

important68:16 70:779:15 106:20115:12140:16142:19148:15149:25 154:7226:18234:22


237:18importantly57:17 118:16163:15 169:7179:23

impose 192:24221:22

imposed 59:283:19 196:13221:17

imposing119:20

improve 101:10140:4,23

improvement149:7

improvements39:18 138:15138:17 140:9141:3,8178:7 215:18

improving146:3 210:17

in-depth 191:4inadequate192:14193:19

include 12:2056:25 90:5

included 62:1986:21 137:3190:8 191:9191:14192:20

includes 57:18144:3

including55:10 64:1682:13 88:25131:3 134:19157:12158:16 172:9183:8 211:10232:13233:14234:21

247:20income 73:16incoming181:14

incorporated41:21 52:1062:20

incorporates101:25

increase 86:1486:18 146:19182:5,9215:9 223:15

increased149:18

increases188:15 220:4

increasing145:24 192:4

incredible127:5 128:7131:6,12,21131:24138:14 146:9151:25152:15153:19,20154:10,15184:16,25

incredibly140:16

incremental103:3 111:18112:2 116:5167:9,16,18168:7 186:2

independent158:15177:14

Indiana 7:1543:11 74:1174:12 84:2492:10 95:1699:18 137:2137:3 138:4138:17

168:13186:22

Indiana's 96:5indicated32:22 35:1746:15 96:21101:18 192:3195:25

indication74:3

indications138:5

individual97:25 98:9102:6 105:14147:15189:19

individually147:21220:22

industries157:8 162:8162:8 182:17

industry 9:250:23 118:25119:6 138:6138:10,10139:23146:13 152:3154:2,16157:9,15,23158:19 162:5162:7,16182:16197:22198:14,15207:6 225:5232:4 233:22235:2 239:5

industry-l...189:10

inefficien...66:16

info249:15,16information10:19 58:22

134:20 135:4161:11190:12244:14

infrastruc...80:9 160:22160:24

initial 4:5,74:9,10,12,134:15,15,174:19 5:3,713:2,10 14:814:21 15:616:2,16,2517:21 18:1118:19 19:1620:8,1321:17 22:523:8,23 24:624:7 25:6,1925:25 26:2227:13,2128:20 32:432:23 34:234:25 35:1837:3 62:14164:17 173:6191:23 195:4223:8

initially 96:9138:22167:24

initiative148:18 194:2

initiatives234:18 235:7236:3 238:11238:13

input 161:13inside 169:3insights 54:5instability169:10

instance118:16

instructions


10:23insurance203:24

integrate132:6 136:12160:22236:17

integrated135:20221:10

integrating132:9

integration74:23 79:20130:21,21131:17,19,22132:2,11,12132:15138:24 139:4169:10 246:9246:10

intend 46:679:16 85:23213:2

intended 79:10209:23,24

intending236:17

intends 96:24intention195:20

interact122:25

interactive3:13,19 5:95:12 7:635:4 37:8,938:16 45:1851:8 52:7,15187:18,22

interchanged144:21

interest 21:364:14 92:1296:15

interested

9:21 64:2159:6 234:10250:12

interesting210:8

interim 72:2192:25 133:21

intermediary51:22

internal 96:7242:4

internally236:3

International3:4 4:22,2429:9,13 31:8206:17

internet 51:11187:15

interrupt130:18

intertwined144:21

intervention236:25

interview206:16

intrigued158:17

introduce 46:649:24

introducing46:19

invest 68:684:20 91:1499:16 103:6121:17122:11146:19174:24 176:3212:6 216:2222:4

invested 85:4investigation56:14

investing

73:16 85:2140:17175:25235:22239:13

investment52:20 59:661:11,1563:15 71:2577:25 83:785:18 97:1299:14 102:15102:20114:19 115:6116:19122:18 174:8174:12,18,21174:23175:11176:15 189:9191:9 192:15234:23

investments114:24173:25 176:6

investor 61:2065:8

investors63:16 73:885:17 164:20165:8,15166:7

involve 42:4129:15

involved 51:1068:17 69:677:10 90:22122:2 141:17214:4 216:14225:5,5226:5,12243:17244:16 245:2

involvement225:12,17226:7 227:11

227:12229:19235:17237:24 243:5243:11,13,23

involves 46:1152:17 175:7

involving41:25

IR160:2ironically206:24

is--150:17Isle62:2095:10 158:16

issuance 61:1773:12

issue 10:1755:10 73:7

issued 167:22issues 10:1424:18 28:754:6 102:21138:24142:11 192:9236:10

item3:2,6,113:15 4:3 5:26:1 7:1 11:111:22 12:112:18 13:114:1,20 15:116:1,15 17:118:1,10 19:120:1,7 21:122:1,4 23:123:22 24:125:1,18 26:127:1,12 28:129:1,7 30:131:1 32:1,333:1 34:1,2435:1 36:137:1 38:1,1239:1,4 40:140:21 41:1


44:1 45:146:1 47:148:1 49:150:1 51:152:1 53:154:1 55:156:1 57:158:1 59:160:1 61:162:1 63:164:1 65:166:1 67:168:1 69:170:1 71:172:1 73:174:1 75:176:1 77:178:1 79:180:1 81:182:1 83:184:1 85:186:1 87:188:1 89:190:1 91:192:1 93:194:1 95:196:1 97:198:1 99:1100:1 101:1102:1 103:1104:1 105:1106:1 107:1108:1 109:1110:1 111:1112:1 113:1114:1 115:1116:1 117:1118:1 119:1120:1 121:1122:1 123:1124:1 125:1126:1 127:1128:1 129:1130:1 131:1132:1 133:1134:1 135:1

136:1 137:1138:1 139:1140:1 141:1142:1 143:1144:1 145:1146:1 147:1148:1 149:1150:1 151:1152:1 153:1154:1 155:1156:1 157:1158:1 159:1160:1 161:1162:1 163:1164:1 165:1166:1 167:1168:1 169:1170:1 171:1172:1 173:1174:1 175:1176:1 177:1178:1 179:1180:1 181:1182:1 183:1184:1 185:1186:1 187:1188:1 189:1190:1 191:1192:1 193:1194:1 195:1196:1 197:1198:1 199:1200:1 201:1202:1 203:1204:1 205:1206:1 207:1208:1 209:1210:1 211:1212:1 213:1214:1 215:1216:1 217:1218:1 219:1220:1 221:1222:1 223:1224:1 225:1226:1 227:1

228:1 229:1230:1 231:1232:1 233:1234:1 235:1236:1 237:1237:14 238:1239:1 240:1241:1 242:1243:1 244:1245:1 246:1247:1 248:1

items 42:4,1342:15 54:25

iteration 62:5

JJ6:18 44:1150:17

JAMES 2:2Jan76:18,20233:25237:11

January 131:9173:11191:15195:19

Jason 128:17146:7

Jeff136:21Jenkin 131:6Jennifer 5:432:5 34:3

Jersey 1:1,131:23 3:195:12 6:127:13 8:836:15 37:938:16 43:944:2 51:968:15 74:1675:9 77:2485:22 109:6109:14 112:4112:7 118:9118:18 123:5187:19,24

188:9 204:21204:22206:14226:24238:19239:11 240:6250:5

Joanna 4:1825:19 26:226:22

job114:11131:21138:15140:17149:14159:11163:23167:13201:18 217:2217:7,9222:4

jobs9:3Joe138:13John6:1844:11 50:1794:12

joined 62:3,11joining 9:1862:2,9 159:7

joint 4:215:10 29:838:13 39:641:15,19231:22

joked 123:2,5Jones 76:18233:25237:11

Jordan 2:1015:10,1317:3,6 18:2319:2 22:1522:18

Jose211:13Joseph 1:11jotting 143:24


JPMorgan 158:4158:5

Jr3:3 4:146:18 22:623:9 44:1250:18

July1:9 4:25:2 30:15223:10 229:3250:22

June4:4 11:2412:7 24:1528:6 33:1036:10 43:245:6 51:1252:19 56:1256:15 63:363:13 65:1265:14 68:1971:16,2573:11 130:22159:16164:13167:13170:22 182:4182:22 183:2184:14,22185:8,14,18186:8,13

jurisdiction136:15

jurisdictions113:8 136:24207:22 226:8227:11231:17243:25

KK7:11 43:656:19 156:3

Kansas 95:10Karie 128:18133:4 209:6

Kaufman 40:1941:12

Kayla 4:612:21

keep79:16107:20109:14 121:6125:20217:25228:13

keeping 68:5152:13 162:6201:16

Keith 233:4,15kept79:10key4:5,8,9,114:12,14,164:18,20 5:35:7 12:1913:3,10 14:814:22 15:716:3,17,2517:22 18:1218:20 19:1820:9,1421:17 22:622:13 23:923:24 24:825:7,20 26:226:23 27:1427:20,2228:21 32:432:24 33:1134:2,2535:19 36:1137:3 58:467:7 68:2470:2 76:9121:21213:12 216:8

Khald 4:1623:24

kind66:17,21100:8 102:22103:2 115:25116:2 117:4117:6 130:12147:7 216:15

246:9knew63:21163:18 217:6

know8:23 51:554:9 64:2465:4 67:2267:22 68:1469:2,9 73:1576:23 77:877:23 78:281:10,16,2482:20 85:2486:12,1391:10 104:12104:20 106:8106:11107:11,17108:2,3,12109:6 110:18111:7 113:11113:16,19114:2,5,24115:3 117:13118:11 119:2120:19121:12,14122:23,24123:2 128:10129:8 139:3139:24 141:5144:19147:16,18148:5 150:12151:13153:15 155:7158:19 159:6160:16162:17 163:2164:22 165:3165:5 170:3170:4,25171:6,8172:5,12,12172:16175:17180:19,21

182:15,17183:13 184:3184:6 186:14187:9,25188:23,25189:3,11,13189:16197:14,16,20197:22,22198:3,4,8,10198:13,16199:2,4,7,21199:25200:12,21201:2,6,14201:16,20,23202:12,13204:6,14207:14208:23 209:4209:7 210:12210:14,23212:3,5,10213:14,18,21214:2,5,12214:20 215:3215:5,23216:3,4,6,8216:17,20218:18220:20222:24 223:3223:11,21,24225:11,20226:12 227:2227:18228:18,20,23228:24229:20,21,22230:4 231:15233:25234:11235:18,22237:3 238:7238:8,12,22239:2 240:11


240:13241:22,25242:18243:11,22246:7,9,14246:15

knowing 198:24208:18

knowledge78:17 97:2099:14

known 23:2450:25 51:852:14 83:7

knows 141:25142:2 200:7200:8,11233:10245:25

Kosturko 4:612:20,22

LL5:4,19 32:534:3 125:9205:20,20230:20

lack77:24174:7 175:21

laid106:5184:5

Lake70:21112:8 231:21

land53:13100:5 119:24169:3 175:8176:19 179:4186:16

land-based99:18

landing 170:5184:10

landlord 39:1542:3 99:5,25101:20

landlords

39:22 97:23large 146:21148:4 157:23180:3 184:3210:22219:13 223:5

largely 168:25171:3 184:9

larger 60:381:9 132:12151:5

largest 56:872:14 73:1279:4 139:22164:5 233:11

Las82:8,10,1584:25 99:21114:4,5160:20,22167:8 171:3172:19 176:2184:9 185:6187:5 198:18201:3 204:13204:16215:13231:14,19238:8 243:15245:19

laser 129:2late56:1161:25 62:8159:4 176:6224:20

Laughlin 52:2588:13 112:8

law40:7 41:12126:11,12

laws8:7lay204:9layman's104:16 108:4147:8

layout 120:25LB244:20lead103:5

111:18158:10190:24233:25

leader 128:15225:12233:22

leaders 80:13122:13128:20131:20159:24 160:3174:14234:25

leadership74:20 75:1681:11 111:3122:7,20127:22130:24131:11135:24 138:3141:17,25160:19215:15 225:6225:10229:11,16230:5 238:7

leading 152:4158:4

learned 132:10136:2 138:12169:20172:10182:18

lease 39:1942:2 53:2,453:6,14 83:283:10 85:385:16 86:986:16,18,2186:24,2587:7,9,13,1587:16,1988:2,6,14,2089:6,18

90:13 91:2392:2,4,13,1592:18 93:3,897:11,14,1597:17,2598:5,5,7,7,898:10,12,1298:12,13,1398:15,1899:3,13,1999:21 100:8100:10,21,22102:8,9116:16 175:7176:9 179:4187:3 203:21

lease-vers...100:2

leased 84:2185:6,19175:22,25176:15

leasehold92:12

leases 53:497:21 98:21119:25 176:4186:25

leave 92:14123:6 218:18

leaving 108:2167:19

led28:8 66:16116:10122:21130:20 131:5132:11 152:4165:20

left121:2159:4 210:11

legacy 119:4legal 1:20,213:3 55:17231:15,18

legendary 65:766:20


Legion 229:24leisure 9:1291:17 162:7

Lepori 5:2050:9 155:5155:10 230:1230:16,17,24231:1,3232:1 233:1234:1 235:1236:1 237:1238:1 239:1240:1,2241:1,12242:1 243:1244:1 245:1245:16 246:1247:1,7248:1

Lepori's 76:22lessen 168:13lesson 169:20lessons 132:11136:3

let's 104:7,8104:23110:13,15112:20147:10201:10215:17

letter 24:1624:17 26:427:24 28:6,930:15 33:936:10 134:24138:16

letting 223:3level 76:2180:6,13,1780:19,2292:23,23104:23 105:6121:16 122:6122:15,21123:7 139:5

142:11152:16161:19,20,22173:3 174:14182:13189:10,19201:9,23221:7 234:14238:4,4

levels 57:1259:7 122:6123:12129:15,23,25139:13142:15,18163:6 173:23173:23 212:8220:6 221:3221:5,6247:18

Levenson 40:1941:6,9,12

leverage162:11182:25

leveraged162:12

levered 162:18levers 186:13LGBTQ 244:20liability 6:176:18 44:9,11

liberty 147:9license 4:8,104:11,13,144:16,18,2014:9,22 15:716:3,18,2517:22 18:1318:20 19:1820:9,1521:18 22:722:13 23:923:25 24:825:7,20 26:326:23 27:14

27:20,2328:21 32:2433:11 34:235:19 37:363:5 121:14250:20

licensee 33:1343:5 51:10134:14

licensees 51:452:6,13240:7,23

licenses 4:512:19 13:313:11 95:2195:25 96:496:10,19

licensing39:13 42:365:14 95:15114:21

licensure 5:45:8 32:433:12 35:2,936:12

life249:12lifeline106:20

Lifelong206:14

lifetime122:22

lift71:12160:15

lifting 119:14light 68:20169:6

lights 216:10limit 103:13limitation184:17

limitations100:17 109:7109:12 183:9

limited 6:176:18 44:9,11

153:16line14:23165:2 167:4168:25 171:7184:19 185:9228:23

line-level222:24

lining 74:25link10:2467:3

linked 176:19liquidity89:19 162:14162:18 163:7163:14164:10165:11 167:6167:18,20,22168:5,16169:6 170:2182:3,5,9,13182:18,19,22182:25 186:6186:23198:23199:23 200:6

list58:19,2496:23,2597:2 111:20183:22196:17 216:4240:21

listed 75:1494:16 100:15179:22

listen 9:25listening148:5 229:5235:16 245:3

little 51:12112:20125:18 141:7141:12144:15,23146:24


147:17162:22170:16,17175:16 184:7189:20 203:4203:14213:14,18214:17 217:8220:19,23235:11241:20246:11

live80:25228:10

lived 245:19living 234:12LLC3:4,9,9,103:14,18,183:19,20,203:20 4:215:6,6,7,105:11,11,125:13,13,146:17 7:5,5,67:6,7,7,729:9 32:8,932:9 34:9,934:10 37:837:10 38:1438:15,17,1838:18,1939:7,8,8,939:10,11,1139:14,16,2139:21,23,2340:20 44:1045:16,17,1845:18,19,2045:21 51:962:4

Lloyd 40:19LLP3:16loaded 59:21loan202:14loans 202:12247:11

local 80:6,1380:17,19111:3 122:7122:21 129:5131:2 141:15201:5

located 208:3246:12

location 228:8229:13

locationally113:19

locks 216:9long65:666:25 70:398:9 99:2109:17121:24126:17 128:6153:25158:24165:16198:14,25207:8 218:17225:4 232:5239:3 249:18

long-term166:8

look9:6 67:16101:3 113:18113:24 118:5148:21149:13,17166:3 167:11168:21171:11175:24212:25213:13215:18221:12 222:6236:23240:16

looked 70:1270:12 147:6213:7 216:7

looking 98:13104:21106:24141:17143:18147:20,20150:10153:12,13162:25 187:6201:12204:14208:25210:20216:16 219:9

looks 58:1571:23 75:21103:11 123:4211:7

Lordi 1:11lose153:11loses 118:2loss197:23losses 163:4lost108:13,14210:14

lot62:1370:18 75:276:7 80:12112:13 114:8116:10,11,21132:8 140:2140:5,21149:20 159:6160:17,20165:14169:18180:20198:19 203:5207:13208:24 209:4213:10,11216:12222:12223:13,21225:20 227:2229:21

231:17,17235:8 244:21

Louis 111:14125:13

Louisiana61:22 95:1395:15 164:19

love150:20213:24238:18,22,22238:22243:16

lower 183:14lower-level133:8

lowered 162:18lowest 190:3Luckily 158:10162:10

lucky 206:17Lynne 40:1941:12 136:19

MM1:17 2:7 3:24:6,12 8:712:21 20:821:14 60:7250:4,19

M&A66:18machines116:19

Machinski 4:916:17 17:22

Machinski's16:25

Madamba 3:329:25 30:4,5

Madensky 4:1118:12 19:17

Madensky's18:19

magnitude151:19

Mahal 222:12mail201:25


main144:10211:7 228:7

maintain 59:11maintained61:19 102:18221:5

maintaining182:13

maintenance85:25 87:3142:20

major 146:16148:18 149:6149:9 152:6152:7 172:18174:15

majority 90:16173:2 228:15245:20

making 11:466:5 69:885:20 100:14106:9 118:18129:9 130:5166:6 176:13178:15195:20 236:8241:4 247:20

manage 65:10162:5 166:9169:10

manageable169:6

managed 56:1066:4 157:22177:10,14204:16

management61:11 65:267:25 70:1871:5,10,1972:10 75:2476:5,8 80:1399:16 100:4127:4,10131:2 133:9

137:8 142:4161:20 180:4189:12201:19

manager 128:18207:3 209:8227:15

managers126:25127:17,21133:2,7201:5 242:5

managing 50:14137:13

Mandalay231:23

mandatory134:20

map108:17March 105:13105:13131:18157:21,21

margin 73:14Marina 3:44:21 29:830:6

marked 46:1158:20 77:17181:13

market 61:2467:4,14 68:568:16 77:884:17 86:291:13 102:11111:12,13,14112:12114:19 120:6121:12,20122:13123:10,11128:17,20139:25 150:3163:11 166:5168:14172:17 180:6

186:20189:16,21195:17208:23 222:8

marketing 5:532:6 34:7104:23 110:8127:3 141:20144:8,18,20144:24145:10,11188:7 200:25214:20215:11,12236:9

markets 62:1171:15 82:499:17 108:8111:11,15,25151:5 166:20186:15,18,18188:3

marrying 202:2Martin 7:1143:6 56:19

Martinez 4:1825:20 26:226:22

mask109:3223:3

masks 108:20108:22

massive 135:20master 52:2153:4,15 73:573:6 83:286:9,1687:13,16,1988:6,14,2589:6 90:1392:2 97:1197:12,14,1597:21 98:1598:21 179:4

material118:19

173:19materials137:6

matter 10:2513:23 14:2415:9 16:2017:2,1018:22 19:620:17 22:922:14,2124:10 26:526:10 27:1627:25 29:1632:10,1437:24 39:340:5 58:861:4 65:1877:17 87:24200:4

matters 12:2437:22 42:749:4 56:1458:16 240:5

Matthew 4:1118:12 19:17

mattress147:24

mattresses148:2

maturity 169:8169:15,21,24170:6

MCE33:13mean147:22193:14197:25221:11

meaningful246:19

meaningfully184:19

means 163:10170:2 185:23

meant 193:15measure 9:18measures 57:12


59:9 129:3171:25 182:3186:2 221:18

mechanic 126:8media 157:8medical 72:5107:13 129:4154:8

meet87:498:10 111:2127:20222:20 246:3

meeting 1:5,114:1,4 5:18:1,8,11,149:16,20,229:23 10:8,910:14,2211:4,7,9,2111:24 12:820:19 32:1435:10 89:7138:9 160:19242:19249:20

meetings 127:9127:20190:24

Melanie 5:835:3,19 37:4

melding 79:23member 8:1662:6 76:1876:19 212:4234:4

members 9:2130:5 63:2169:2 71:1074:21,22129:7 139:12140:18148:17,23212:7 216:24222:24236:23237:18

239:14 242:9244:7 246:16247:24

memo15:9 17:218:21 20:1620:25 22:1424:9 26:527:25 29:23

memorialize193:12

men127:5131:12151:25

Mendes-Fer...2:10 33:5,736:2,4,6,8

mention 31:23222:19

mentioned76:10 78:1579:7 89:2593:19 94:1294:15 95:295:16 110:6133:2,12136:25137:18142:14144:16145:16165:24188:19197:23220:15227:13235:18 238:5241:15244:10 245:7248:9

mentions 104:5mentoring234:24

merge 63:8merged 51:1864:8 73:25173:19

merger 3:215:14,15,166:5,8 7:8,97:9,12 37:2438:20,21,2241:22,2343:8,18,2244:25 45:2145:22,2451:14,17,2352:3,1753:18,2155:15 56:3,556:6,11 57:257:6,2158:12,2360:21 62:1462:18 63:2364:13,1673:13 78:1678:25 79:2280:24 81:1883:23 84:1194:21 95:1795:23 104:11110:10,16119:11130:13133:14135:19141:11 151:7151:20157:17 158:9159:15 160:5160:12,15161:2,10162:6 165:13169:22172:11,16173:10174:17,22175:6 177:11179:3,12180:23 181:6181:15 186:3186:9 188:20

190:14193:11194:20195:21 196:8196:22198:10201:11207:19,22208:18209:12 221:4221:17222:17225:14 228:9240:24 243:7245:23

merging 204:7message 214:21met61:16128:10 131:2207:3 209:6

metropolitan172:18

MGM3:4 4:214:24 29:9,1330:7 31:8231:23

MGM's 98:12MGP's 98:12mic31:24Michael 40:18mid163:25182:22

mid-June163:25164:18

mid-March197:21

middle 65:12113:20114:10

midweek 82:7Migita 237:11miles 66:9million 53:1468:13 71:2173:7,10 84:4


84:10,2385:7,9,1486:2,1890:14 91:393:22 94:4100:23 101:4101:4,7,8,9101:22110:23,24111:9 115:25116:5,14,20117:2,11118:2,6141:5 159:19159:20 167:6167:8,9169:4 172:9172:9,21174:18,20176:14,18,25177:2,10192:5,18193:5,20,22194:3,4,8,9194:15202:25 203:9203:11,15,16203:18,20,23209:16210:17219:14,16,24

millions 84:25mind112:24160:17

mindful 91:10minimal 47:991:5

minimize 80:20minimum 59:287:8 89:8,1791:21 191:5194:3

minute 72:23minutes 4:410:11 11:2412:7 217:25

218:5missed 143:25missing 144:9Mississippi112:13164:20

missteps135:23 136:2136:8

mistakes 138:9138:12

mitigate 9:19mix81:24145:11,25

mobile 201:18model 167:12171:2,13200:16,17,17201:12203:12 233:7

modeled 165:6165:7 171:8185:15

modeling 164:7185:9

modelling183:25184:23

models 161:8162:25 185:3

moderate162:11

modern 212:18modest 164:21modifications53:14

moment 120:7124:24143:21144:16

momentum212:10

Monday 74:13monetization187:11,15

monetize 187:3

187:13money 99:23103:15 116:3176:10177:25,25202:13 203:5209:23 210:7211:18 212:6216:5

monitor 59:7monitoring59:3

Montbleu 95:11month 69:19106:12208:12211:24226:15228:18

monthly 173:12months 64:2068:25 69:1270:15 85:1089:13 104:8109:20,20129:24159:16168:15171:18 186:5186:24 187:6187:12204:18

morale 210:15212:4 222:5

morning 8:3,2511:12 14:2515:12 17:518:25 20:2222:17 27:2130:4,1132:18 33:535:13 36:640:23 47:1349:20 60:1460:15 103:23103:24,25

112:21 154:6166:3 170:22171:5 183:23184:14 249:5249:7

Morris 138:13motion 12:5,913:8,12 14:614:10 15:2216:6 17:1717:25 19:1319:21 21:1221:19 23:423:12 25:426:18 28:1828:22 30:2533:23 34:1336:24 37:1248:18,20

motors 216:10move11:1012:7 13:1014:7 15:2417:19 19:1421:14 23:625:6 26:2028:20 31:333:25 37:247:22 76:1577:12 235:3

moved 48:1170:25 99:18126:7,8157:21

moves 130:5moving 95:14107:23,25126:12131:22150:22208:14

MTR62:14126:14 158:9

mulligan 89:23multi-casino33:14 34:3


multiple 63:2188:11 188:3

multiply 166:5Murphy 9:9mute10:2531:25 59:17

NN3:1 125:9,9125:9 156:3205:20,20230:20

name11:1440:3 52:960:9 73:25125:11150:24,25156:5 199:11199:13205:22230:22

named 126:16names 110:12Nance 2:4 8:342:15,2044:21 45:1460:5,9,12125:7,11,14155:25 156:5156:8,10205:18,22,25230:18,22,25

national 50:15162:9 167:10229:25

natural 5:1738:23

naturally162:21

nature 88:9navigating157:3

near144:25163:20164:22193:18

near-term169:10192:15

nearly 73:11necessarily103:5 195:18220:5

necessary115:6

need47:1553:24 68:989:2 93:16105:9 107:20120:17124:23135:20147:16 149:7165:15193:17 194:2194:15 199:2202:14217:22222:16223:11240:13246:15

needed 56:470:13 138:3187:13194:23

needs 117:8120:12210:18213:10,11214:13,19,22214:23,24237:2 238:9

negative129:19 136:7

negatives 68:377:22

neglected210:13 227:7

negotiate 91:2negotiations90:22 159:15

neighborhood118:3

neighbors 9:1neither 250:8Nelson 4:2027:13 28:20

net53:4129:24 169:3169:4 185:12195:6 211:21220:3,7

network 111:6117:25172:15

Nevada 6:1544:7 52:853:2 61:2366:15 74:1195:15 134:5159:10235:22

never 69:8107:13 118:9118:19 162:9176:8 178:11

new1:1,13,233:19 5:12,166:12 7:138:8 28:936:14 37:938:16,2343:9 44:251:9 52:1152:11 53:2,354:17 55:755:14 59:4,559:12 60:1960:22 62:668:15 74:1674:20 75:975:21 76:2077:18,2379:10 82:1585:22 86:2188:14 91:1594:23 95:24

96:4,24100:13 109:6109:13 112:4112:6,8118:8,18119:19,20,23121:18,20123:5 127:6128:4,15129:17 130:6131:8,11133:16135:21137:21138:10139:25 140:3140:24,25141:5 144:5147:24,25,25149:5,20152:8,14157:21 159:8167:3 172:18173:5 177:14178:2,23181:13 185:7186:9 187:19187:24 188:9195:17196:20,21204:20,22208:6 209:15209:18211:13 213:2213:3 234:5238:19239:11 240:6240:14 250:5

news154:6184:6

newspapers199:3

nice149:14150:8 156:22214:18

nicest 150:2


night 198:24199:9

nine144:5185:13

Nirvana 117:6NJAC31:1034:5,12 37:537:11 39:12

NJSA5:1821:15,16,1631:9 34:4,434:5,11,1137:4,5,10,1038:25

nobody's 223:4non-payroll173:4

non-Showboat196:3

nongaming149:17 211:9213:20214:16

nonstop 129:4228:25

normal 93:13140:6 183:4

normalcy183:18

north 68:1286:2 96:7110:24 166:6210:24

Northeast189:18

notably 186:19Notary 250:5250:23

notation 48:7note20:1831:13 47:1150:17 112:20168:11229:18248:25

noted 54:24

58:14 72:1375:12 192:12234:16

notes 67:12164:9

noticed 223:17notifications134:2

notified 20:1941:14

Notre 61:8notwithsta...100:21 191:4191:13

November 32:1435:7 250:24

number 6:3 7:310:1,2 56:966:2,21 87:696:3,7 98:10109:14111:20 147:6157:23 204:2211:25

numbers 10:1670:8,11,1272:25 104:21110:12111:25141:18204:12

numerous 132:9

OO2:1 60:7125:9,9230:20

O'Connor 4:612:21,23

O'Gara 40:1240:13

O'Pray 4:712:21 13:2214:9

objection13:22 30:16

47:14objections12:23 30:1933:17 36:17

obligations178:4

obtain 53:24130:4

obtained 53:22obtains 194:20obvious 195:16obviously62:13 71:16103:9 129:2149:2 158:13158:18 161:3184:7,25188:25208:23 213:2213:5 214:12233:10

occupancy153:12 211:5

occupational188:24

occur 138:24occurred135:17142:16184:11

occurring68:21

Ocean 67:20222:9

October 32:11odd189:15offer 109:7,8113:15

offered 138:3offering 73:10163:24 164:4164:5,15165:23,24166:17 167:2

offerings149:18 183:2

offers 145:23201:2,25215:12

office 2:5208:4

officer 50:6,750:8,1060:18 122:3125:24126:16,18,19130:7 134:21156:17197:13,19231:7 232:6232:11,20233:4

officers 232:8offices 1:109:16

officials129:5

offsetting82:14

Oh47:3 199:13224:13 247:4

Ohio111:14123:3,4,7138:16207:19

okay36:337:21 45:1347:17 49:18101:7 103:16105:24 110:5124:4,13,18130:19144:11146:22 153:9155:7,12160:11,14178:17 181:9200:5 201:10202:4 224:17227:6,20228:12232:15 243:2


249:14once9:13 52:360:21 64:1193:12 110:10126:7 130:23131:16 140:3140:24 154:7154:8 173:24177:15,17190:23 197:8224:25228:18 246:6

ones147:18189:15

ongoing 64:19132:7 194:23194:24

online 5:935:4 36:1437:7 187:9

OPCO39:22open8:8 71:3108:8,10118:13 121:3123:4 198:4231:24

opened 67:1567:18 71:22108:15164:19 184:4190:4 229:3231:21

opening 8:449:11,17150:11216:22

operate 80:2,380:18 84:19112:6,7127:24239:15242:20

operated 56:10102:5 191:10

operates111:16 112:5

operating 3:83:19 5:6,137:7 9:8 32:734:8 38:1739:8,1545:20 50:855:8 57:1458:4 66:5,674:23 79:2280:5,16 81:281:19 82:1883:15 85:1899:3 100:7102:13105:11,14108:3,21122:3 125:23126:16,18,19130:7 138:19140:25142:19164:18,24170:2 172:24173:9 183:4183:9 184:16186:11188:20189:12 200:2200:16,17

operation126:15150:20

operational140:8 141:8189:8 190:22

operations 6:66:10 43:2043:24 66:1682:10 84:1687:18 90:1890:18 126:23128:21135:20136:13 137:9139:18141:13,14

144:3,7204:8 206:6206:20,25220:11,12222:20

operator 81:2098:22 99:4101:20102:13151:14175:13 222:2

operator's98:25 175:19

operators137:22141:15195:17

opinion 215:6opportunities173:7

opportunity8:18 49:2168:6 69:2391:12 114:22149:21151:22169:23 187:8187:11215:23 235:9238:24 239:8240:8,8,16246:3

opposed 12:1513:18 14:1616:12 18:720:3 21:2523:18 25:1427:8 29:4178:14

opposite 66:14optimism137:13,19

optimistic137:21138:18171:16

optimize169:12

optimizing120:24

option 88:15options 78:22186:8,14,17217:17,22

orchestrated61:21

order 51:2355:14 59:289:3 163:20166:20168:13 172:2176:12179:18180:23216:19

organic 235:11organization66:8 76:1379:7 98:4116:24134:17136:23141:18,21146:10159:21

organizati...133:17

organizations137:20 230:3

oriented 171:4original 163:6167:4 172:8197:20206:17,18

originally24:18 32:10157:6

Orleans 53:282:15 88:14112:8 185:7

outcome 91:15211:19


outdoor 223:14outflows182:20

outlets 211:15outlined 19:520:25 53:15161:12,17163:4 164:7167:20

outlining 28:6138:17

outright 187:4outside 61:2361:23 65:2588:18 119:25133:7 186:25203:19231:19

overall 84:6136:11 149:2182:8 196:15221:8

overhead203:15

overlook213:16

oversee 126:23126:25 144:2144:8 232:12232:20 233:8233:15,17

overseen221:20

overview 55:7131:3

owned 51:2056:10 84:2185:19 92:1192:13 100:3187:2

owner 151:14ownership57:14 78:1878:20,21,24174:12175:11,18

219:23220:12

owning 43:463:6 95:24

owns51:5,6,7119:24

PP1:11 3:1,1205:20230:20,20

P-16:4 43:1543:16 47:2448:11

P-26:7 43:21P-36:12 44:247:22

P-46:14 44:5P-56:15 43:1544:6,1646:13 47:847:23,2448:3,9,12,14

p.m1:14 124:8218:24249:21

Pacifico 3:83:13 32:1935:14

package 168:25page4:3 5:242:17 56:15211:16

pages 75:18180:14

paid72:21106:11 107:8178:20247:16,19,24

pain106:4paint 147:24147:25

Palace 84:2499:22

pandemic 68:2280:24 162:3

paramount 65:3parcels 39:17119:24

pardon 151:3249:2

parent 43:452:12 113:6

Park3:9,205:7,13 7:632:9 34:1038:18 39:739:23 45:19206:21

part37:2346:14 50:1367:10 70:573:4 74:1883:23 91:1693:3 97:1798:8 103:12104:20 119:3123:3 142:10146:16147:14 154:7157:17166:18 175:6184:3 186:2189:11197:24207:20 211:2226:6,10,16228:21

part-time130:3

participants9:20,2410:22 11:8162:16

participate49:23

participating104:2 143:19197:9 241:14

participation225:2

particular

57:8 70:2171:19 80:984:22 87:987:10,1391:22 97:1798:19,24102:10,11112:5 128:9136:17140:10193:10 194:2222:22223:10,20

particularly76:9 80:1380:22,23139:25142:24 152:2161:6 162:4197:12212:20

parties 29:2442:5 49:1153:21 83:2218:13250:10

partner 40:1040:15 187:10235:24

Partners 3:185:11 7:538:15 45:17

partnership62:22

parts 147:11151:18

party 90:23passing 64:9passion 128:7232:4

Pat29:25 30:540:16

patient 162:19PATRICK 3:3patronage223:15


Pattillo 4:1422:6 23:8

Pattillo's22:12

Paul40:12pay69:1585:10 106:6106:6 165:18177:21248:11,12

payable 202:20paying 106:14202:17

payment 248:15payments 98:7payroll 72:5173:3 202:19247:23

penalized89:24

pending 4:2429:13 42:1344:16 48:254:23 58:1688:5 89:590:2 92:394:2 95:11181:7 190:21194:14

Penn's 98:12Pennsylvania207:25

pent-up 154:10154:16 185:2

people 106:9107:7 109:5110:23,24114:12121:18,20140:2 145:15154:10 159:6164:23,25165:10198:23202:18 212:5213:18 217:9

221:14223:12,23,23223:24 235:5235:15

percent 69:1373:24 78:2178:22 79:482:9,10,2285:4,24 87:396:5,8 107:3107:7 109:9109:13 110:9111:20129:25139:20153:12,16,18164:2,24167:3 171:7172:23,25174:25183:10184:15,16,19184:21,22185:8,13,17185:19,21195:5 220:19220:24

percentage78:18 92:19220:17,20

percentages184:24

perfect 159:7perfectly184:10

performance68:3 82:11102:19142:19170:14171:13184:12

performed70:11 177:22

performing170:24

171:11187:24

period 61:571:21 93:24135:14151:11157:25 177:3184:13188:14 190:5192:21 193:6194:17 195:4219:19 220:5248:7

permanent62:10

permission4:22 29:10

permitted178:8 190:23196:20

perpetuate102:20

Perry 43:656:19,23175:10

Perry's 7:1156:21

person 5:17117:6 145:14146:2 155:9155:11

personal 105:6112:20 122:6

personally76:23 78:24105:7 113:2113:3 225:24226:3

persons 38:24perspective55:17,1861:14,1571:9 77:1281:2 82:1985:18 105:10105:10

117:18,19165:12 180:7184:10188:25198:13,20202:3 216:23234:21

pertain 53:8pertaining63:4

Pete's 211:13petition 4:215:10 7:429:8,2032:11,2235:7,1738:13 39:641:20 44:2545:15 53:19

Petitioner 6:249:6

petitioners30:2 32:2135:16 43:1448:2

petitions54:23 179:5181:7,16209:13

PhD6:13 44:4Phil80:4,14philosophy80:5 116:16173:9 246:13

phone 31:24127:13 136:4159:5 207:12

phones 8:1310:25

photographs212:15234:15

physically208:4

pick222:4pictures


212:12piece 66:1968:11 88:1588:17 92:22117:10,11118:9,19203:23

pieces 67:788:11 92:8116:8 117:17183:25197:14201:21 245:8

piggyback216:21

Pimpinelli 2:73:2 14:23,2515:2 16:1916:21,2217:8 18:1418:16,1719:4 20:1020:12 22:1024:3,4,525:21,22,2327:17,1829:17,18

Pimpinelli's22:9 27:1629:16

pin60:3pioneer 236:20pioneers 234:2pit209:8place 3:10,205:7,13 7:610:24 32:934:10 38:1839:7,2345:19 52:1774:17 75:7,880:12 89:3110:10 117:5119:15 129:7129:10 133:4148:23

164:12166:19173:16180:25206:21 217:6236:11240:11

placed 177:15places 120:22246:2

plan51:14129:17 133:8133:17135:18146:18148:13 151:8166:18174:16 191:5191:23 192:9214:10 226:7237:5 240:10

plane 112:5114:13

planes 112:6112:11

Planet 235:5236:2

planning129:25144:24147:10,12

plans 58:575:2 79:20120:6 140:8148:10187:18188:18190:13,25213:23215:20 240:8240:24

play67:5111:18 116:5129:8 145:17146:11 164:8180:3 189:4

212:9 235:5236:5

playbook107:22

players 67:2112:2 157:23

playing 130:13160:11

please 8:2010:14,1711:2,14,1531:17,24,2540:3 44:2045:12 47:1659:15 60:6,960:24 63:965:22 74:995:8 96:23124:21 125:2125:4,11,25130:17144:23 156:2156:5,19161:24166:12168:23 170:9171:20 174:4175:5 179:9180:9 205:19205:22 210:5214:9 230:19230:22

pleased 9:1570:10 76:23109:11131:19144:18

Pledge 8:20plenary 4:245:4,8 29:1431:5 32:5,1532:23 33:1035:2,1836:11,1243:3 44:2163:5

Plousis 2:28:25 9:511:18,19,2512:4,9,12,1512:17 13:4,713:12,15,1813:20 14:2,514:10,13,1614:18 15:1815:21 16:6,916:12,1417:13,16,2518:4,7,919:9,12,2119:24 20:3,521:8,11,1921:22,2522:3,24 23:323:12,15,1823:20 24:2425:3,8,11,1425:16 26:1426:17 27:2,527:8,1028:14,17,2228:25 29:4,630:21,2431:11,14,1631:20,2133:19,2234:13,18,2234:23 36:2036:23 37:1237:15,19,2038:3,6 40:240:11,2241:3,8,1842:18 44:1446:2,22 47:347:17,21,2548:15,17,2148:24 49:349:10,1955:20 59:1560:5 78:8,1097:5 101:14


103:18 110:4115:19,22118:21 119:9119:14,19,23120:3 121:9123:13,17,24124:4,9,13124:17,20125:4,7132:20143:10,13153:4,9,24154:18155:15,19,25181:21 197:3202:6,21204:4 205:2205:7,11,17217:14,16218:4,9,13218:20,25224:7,13,18224:20 228:4228:12,22229:18 230:7230:13,18239:22 241:8245:11,14,22246:21 247:4248:16,24249:4

plus117:2166:21174:13 199:8

point 21:562:16 63:2464:10 65:569:25 70:1772:12 87:20105:24106:17122:17 159:2191:6 195:2215:5 222:15

pointed 99:17pointing

222:25points 58:3112:4 114:14166:8

policies236:11 237:6240:24

politely120:12

Pompano 213:23pool212:23214:16

poor210:14,15214:22

population113:22 114:7114:10204:15

portfolio87:21 111:17111:19113:25 132:7149:15 176:2176:5 184:17234:13237:21240:14

portfolios82:17

portion 90:692:19

posed 197:10position 33:1364:4,1271:23 82:17106:23 131:7131:10,24132:15134:20164:10168:16175:17 199:6225:11232:11 242:6

positioned81:24

positions 76:6127:5 134:19

positive 67:1767:18,24171:18 186:4188:15

positives77:22

possibilities112:16

possibility64:8

possible 11:5222:3 239:7

post62:2 64:6173:9

post-closing172:16174:19

post-COVID117:12

post-COVID-19164:6

potential57:10 63:2364:13,1686:5 187:14187:17,18191:9

potentially66:23 84:14101:8 176:25181:5 187:25208:19

power 74:3141:14153:21

powers 4:2329:11 31:6

practiced126:11

practices129:10

pre173:9pre-COVID92:23 129:23

129:25 140:7221:6 245:19247:20

pre-crisis173:23

pre-fund209:16

pre-funded93:21

pre-merger232:24

preapproval130:9

precarious164:10

precedent169:13

preceding37:25

precluded190:22

predict 220:4predicted58:13

preface 147:2148:9

preference49:14

preliminary170:20171:14 191:5

premarked42:11,21,2343:15

premium 89:19164:3,5,15165:21

preparation216:14

prepare 38:4174:10

prepared 58:1975:13 161:16161:18 181:3196:12

presence


246:17present 2:454:12 195:16

presentation6:14 44:558:17 159:22241:18

presentations42:8 147:5

presented58:22 71:2471:24 75:5111:3

presently183:12

presents 58:24preserving201:20

president 4:235:5,9 29:1231:7 32:634:7 35:336:13 37:750:8,1162:12,16125:23126:17127:25 128:5138:14 144:6146:7 206:6206:7,9,10206:20 207:7208:6 209:21226:13

presidents126:25 127:3127:14,16,22144:4

press 64:3,11234:12

pretty 116:17184:16,24226:21 243:9

previous 73:13193:18

previously

77:16 176:14188:11,18

price 53:1290:14 164:5164:15 166:5167:2

priced 73:10164:3

pricing 165:21167:4

pride 139:9242:17

primarily90:17 112:12133:25

primary 57:22117:21

principal77:11 232:19

prior 31:572:9 74:2475:23 81:892:23 111:22116:7,12118:11132:16 136:8154:17 231:9

prioritized103:15

private 62:3121:24

privileges178:11

PRN4:24 5:75:10,18 7:1043:5 45:2,24

pro166:4169:6 199:8

probably164:23189:20212:17215:11222:10

problem 199:18236:19

procedural49:4

procedures240:24

proceed 35:1241:5 49:1249:18 125:3156:9 217:18

proceeding46:20 133:10

proceedings38:5 250:7

proceeds 53:1684:5,1386:17 90:1290:17

process 13:2521:4 24:2028:9 55:661:21 64:2570:20,2275:9 80:2381:6 83:2184:11 90:2095:3,9 105:8137:24175:19180:21 204:2239:3

procurement159:25

procuring107:19

product 120:11214:24

professional41:16 105:9203:16

professionals129:5

Professor175:10

profitable242:16

program 66:2372:4 76:11

77:5,11 79:879:9,14,16112:9 178:24226:7 237:9244:3

programs 67:2112:3,5,17203:24204:19233:23 234:3234:8 235:4236:16

progress 95:5223:16

prohibited8:15

prohibiting119:10,19

project 104:11212:18 216:9219:10223:13226:17 227:5

projected183:5 185:19

projecting115:24

projection170:5 183:9

projections70:5 82:20161:21

projects191:14192:13210:22,22211:23 212:3212:16219:13222:16243:13

prominence140:10

promised 101:8promote 236:11promoted 228:9


promotions104:23

prongs 235:6properly 42:6135:10136:12

properties 9:739:9 40:2053:5 56:957:13,1559:10 67:368:8,1569:11,1271:7,7 72:381:21 82:1282:14 83:3,684:7,2086:21 87:491:17 93:1795:4,8 98:1598:22 99:12101:10 102:5105:12,15108:9,19110:14 111:4111:6,8112:14,22,23113:8,11,13113:24114:12,16115:3 118:4118:23119:11,21,25122:12,15,19123:10 126:6127:2,11,20128:11,13,16129:20130:25 131:3131:4,18133:3,9137:14141:23 142:6142:12,16145:11146:11,19

147:13,15,16147:18 148:6148:8,19149:8,10,12149:23152:14160:19161:21162:20164:19 165:4170:21,23171:3,10172:15 174:8174:17 175:2183:24 184:2184:4,13,18184:20 185:5185:13,16,20188:12,19190:3,4,14192:5,19193:19 195:6198:3 201:4207:24208:10,10,15208:25209:18210:19 213:3213:19216:19220:21 221:9221:9,13222:3,17227:8 228:19229:6,13232:22236:22 238:6246:12

property 39:1753:3 85:1986:14 87:1091:4,9,2397:17 98:2499:19,19100:20102:11,18

109:2 113:23117:2 120:21121:14,17127:13,23140:16,17,19141:3,6,10144:8 161:19174:14185:17189:19 196:3201:8,23206:25208:14,14210:10,13212:7 213:24215:8,14216:11,13225:13 229:3229:4 231:24234:14,24238:4

proposals189:24

proposed 6:5,87:12 43:8,1843:22 50:1857:11 58:1259:4,8 88:989:14 93:596:10,23100:19101:25133:13,15134:4 135:9142:23 143:2143:4 178:25193:11194:14 195:3196:8,16240:21

proposition68:23

protect 9:1947:10 105:17108:15163:20

protocols107:19207:13 217:3217:6 222:21229:7

proud 123:11212:5 229:10

prove 172:11proven 73:21provide 9:1055:3 56:2460:24 63:9125:25156:19186:23206:11 231:8233:14 242:4

provided 10:210:23 16:517:24 19:1920:16 23:1124:9 26:2529:22 133:14137:6 167:6170:10211:17244:15

provides 52:22providing129:2 145:7165:10229:12242:18

provision247:9

provisions53:8

public 1:5,114:1,4 5:17:14 8:1,5,78:8,13,169:21,25 10:510:6 32:1443:10 62:1162:15,1764:11 109:16


126:14158:12 188:2232:7 249:20250:5

public.com...10:18

public.com...10:7

publicly 50:2264:14 165:25183:23

pull72:24pulled 186:13223:3

Pulse 140:22212:19 216:3

purchase 53:1262:20

purchased211:6

purchasing116:23203:24

purpose 51:17180:18

purposes176:14

pursuant 5:1721:15 34:437:4,2538:25 39:1251:14

pursue 64:15114:19

pursuing 64:2purview 232:25push166:13put31:24 54:261:5 62:1363:20 70:4,871:15,2374:8 75:2,290:24 101:8104:19 105:5105:11,23108:4 111:20

112:16122:18124:25 139:7148:19151:24164:17165:22,24174:22176:10 177:9180:11,12,24183:23185:11 199:5199:11 210:4213:5 216:2217:6 226:19230:2

putting 66:11152:11158:11169:23172:14180:18

Qqualification4:24 5:4,85:16 29:1429:21 30:1631:5 32:5,1232:13,2333:11 35:2,835:18 36:1238:23 43:344:22 63:5

qualified 34:637:6 51:2,2552:5

qualifiers5:17 38:24

quality 153:14quantity153:14

quarter 63:1564:17 82:21108:5 168:10171:9 182:12

182:21183:19185:10 246:6

quarterly127:19191:24 192:9

question 68:2469:25 110:3112:19,24118:22 120:4121:10143:22146:23 150:9151:9 153:9154:5,25155:9 186:12197:10,13,20200:13 202:8202:21 215:4225:3,3,13240:19 243:3247:2 248:17

questioned155:6

questioning67:13 118:12

questions11:25 13:414:2 15:1817:13 19:921:8 22:2424:22,2426:14 28:1128:14 30:2133:19 36:2046:23 47:1855:9 97:899:10 101:16103:20 104:3129:14143:14,20167:23 197:2197:7 212:25224:5 225:3239:17 241:7246:24 247:3

quicker 165:9201:24,25214:2

quickly 93:13107:11129:11138:12154:17 157:9165:18166:16173:21

quite 112:15115:7 116:17150:25182:19183:14198:19207:10,11211:22

RR2:1 3:1 5:85:18 35:337:4 60:7,7125:9 156:3156:3 205:20230:20 250:2

racing 7:1543:11 74:13137:3,9,14137:22 138:4138:6,10,14138:16

rainy 182:23raise 71:20163:8,13,19

raised 12:2413:22 42:754:6 55:970:24 93:15113:4 137:8167:23 175:9180:16231:11

raising 61:17162:20


163:10ramp165:9ran219:21rarely 164:4Rasifzaman4:16 23:2324:7,18 25:7

rate118:24182:11

ratification4:4 11:23

ratify 12:7rationale67:11 165:13

re-empowered80:15

reach 63:1869:20 78:16106:16

reached 17:919:5 22:2063:22 64:12191:19226:15

reaching117:22

react 138:11reacting129:10

reactions 47:7read8:4 45:977:16 104:9104:12112:22 147:4147:4,5181:10 203:2209:10

reading 199:2ready 151:13151:18207:14 216:7219:2

real39:1752:20 82:2483:6,25 84:786:5,15

90:10,1897:12 99:14101:5 105:16118:9 175:11176:16 209:7236:7

reality 164:8realize 108:20116:22

realized188:14

really 64:9,2180:7,14 91:5127:23 128:3130:22131:22,23140:23 142:7145:22151:12159:17170:24 201:6202:2 210:18214:22 217:4223:11233:24234:12 235:6235:13,15236:5,23238:5 239:4242:6,9244:7 248:14

reason 60:297:23 118:17145:13246:11

reasons 163:23171:4

reassurance109:25152:24

reassure151:15,16,17

Rebuck 207:12rebuild 123:10recalculation89:10,11

recall 133:20135:13

receipt 24:15receive 91:2101:5

received 63:1574:11 141:4202:17

receiving58:21 63:4223:20

receptive108:9

recess 38:2,10123:24 124:7218:23 249:3249:4,5

recessed249:20

recited 8:22recognized163:5 233:21

recommend 13:213:24

recommenda...57:2

recommenda...179:19

recommended7:16 43:13221:4

recommending33:10 36:11

recommends24:16 28:10119:10

reconfirm94:23 196:15

reconvene 38:7124:5 219:2

record 20:1832:17 40:444:20 45:1147:11 60:1070:5 81:16125:12 156:6

165:16,19166:24173:12205:23228:14 230:2230:23

recorded 10:10recoup 197:25recover 154:17RECROSS-EX...101:17

recurring174:5

Red227:2redacted 6:187:10,1443:10

redaction44:19

redactions46:16,1847:9,14

redirect 97:9154:23224:12

reduce 91:12reduced 118:24195:18237:19

reduction92:21 130:9165:2 172:25

reductions130:2,3142:15 173:4173:11,15188:13204:13,25

redundant203:20

Reeg50:559:19,22,2360:1,6,11,1461:1 62:163:1 64:165:1 66:1


67:1 68:1,1869:1 70:171:1 72:173:1 74:175:1,15 76:177:1,14 78:178:13 79:180:1 81:182:1 83:184:1 85:186:1 87:188:1 89:190:1 91:192:1 93:194:1 95:196:1 97:1,1098:1 99:1100:1 101:1101:18 102:1103:1,20,23104:1 105:1106:1 107:1108:1 109:1110:1 111:1112:1 113:1114:1 115:1115:22 116:1117:1 118:1119:1 120:1120:4 121:1122:1 123:1124:1 129:14141:7 144:19146:23 158:7163:4 171:24197:10,23202:22 203:2232:9

reestablish140:9

refer 55:2475:15

reference58:18

referenced44:21

referred 56:259:5

referring147:18 160:8161:23212:13

reflected 70:8refreshing149:4 214:15

refurbished211:14

regard 40:441:17 46:17110:17 145:6147:2,12162:6 179:17189:6 195:2197:14,18229:19

regarding 42:344:20,2346:24 47:6,747:18 56:2457:2 100:22101:19128:22134:23 135:4137:13142:19 155:8161:11176:25195:20212:14 215:4221:7 232:18

regardless102:24108:24 176:4

regards 153:10229:2 247:6

Regency 3:9,205:6,14 7:732:8 34:938:19 39:739:23 45:1952:14

Regg5:18

region 9:3123:3 127:21127:22

regional 5:532:6 34:750:11 81:1982:9,11,1282:14 126:24127:2,14,16127:19,21,25128:5 144:4144:6 165:4170:23175:25179:24184:13,20185:13,20206:9,10208:6 209:21

regions 144:5regular 127:9222:24

regularly127:17

regulars 224:2regulated216:12231:18

regulations108:16

regulator's138:25

regulators242:20

regulatory74:14 75:983:21 117:18133:22 135:5136:14,20137:2 168:8

reigns 225:23reinvesting188:25

reinvestment174:16

REIT41:25

83:7,10,1483:25 84:1890:9 91:1691:20 175:18

reiterate64:13 96:24175:16180:22237:10

REITs 84:1898:22

related 7:107:12 39:241:22,2343:8 45:2492:3,9 93:7133:25142:24175:23187:14221:25 240:4240:5 250:9

relating 54:23relation 59:9relationship61:19,19122:5

relationships63:16

relative 39:356:9 70:684:20 118:16163:6 250:11

release 196:2relief 5:177:10 33:335:22 38:2539:24 41:2244:25 45:2456:4 57:688:20 89:692:4 93:6,6

relies 114:8reluctancies81:25

rely161:19


remain 52:454:20 62:567:8 77:2133:4 136:13136:23186:19

remainder72:19

remaining37:22 42:4203:18

remains 74:14remand 14:7remanded 13:24remarks 150:11remedy 119:8129:20

remember 106:4122:14

remodel 149:2150:3

remodeled149:16 150:4

remodels189:15

remote 1:6 8:29:23 250:7

remotely 9:1849:23 60:8125:10 156:4205:21230:21

removal 196:9remove 59:1093:3

removed 120:20renamed 6:1644:8

rendering192:14

renderings213:13214:25

renewed 141:19Reno61:2482:5,15

114:4,7126:8 160:23185:17,21231:11,19,24238:8 245:16245:18,21

renovated210:23

renovation210:25

renowned 65:7139:9

rent86:8,1392:18,19,22

RENZI 1:20reopen 71:6,772:2 107:10162:21 184:2

reopened 69:11164:16,18170:21183:24184:13

reopening67:20 70:770:10 72:8207:13220:17 222:9222:21 223:8229:2

reopenings163:11

reorganiza...83:16 190:9

repeat 136:7143:23

repeatedly164:9

replaced214:23

report 7:4,117:14 24:1626:4 27:2428:6 33:936:10 42:2543:6,10

44:22,2545:10,1446:12 54:3,755:10 56:1556:21,21,2456:25 57:1765:17 70:1073:20 75:1275:14 76:24109:12115:23118:15,15119:10,24127:9 129:22161:8,12163:5 164:8164:9 167:12167:12,24170:22171:22173:17 174:7180:17,20184:3 188:11208:16240:20

reported 63:14173:12184:14

reporter 1:17217:20,23218:22 250:5

reporting 1:21159:23232:21,22233:9

reports 64:464:11 127:14127:18 146:8147:5 192:13

represent41:13,14172:22

representa...41:6,7,11,15219:11

representa...

49:25represented70:9

representing40:20

represents181:2

request 19:635:6 46:7,1046:11,14,2447:18 48:3,448:9,1255:23 88:588:19 89:591:25 92:3191:8 238:14239:16

requested 33:335:22 46:1747:7 100:6190:14

requesting4:22 29:1035:8

requests 42:1244:16,1956:4 117:9

require 59:1187:9,1397:16 102:10193:20 195:3196:9 240:22

required 53:764:23 74:1484:11 95:395:20 96:1598:9 108:18108:25133:16134:10 141:9191:6,24209:17

requirement33:15 87:589:12,17,1889:21 91:21


91:22 93:1098:17 102:7133:15 143:6192:25194:23 195:9241:3

requirements58:25 86:2086:24,2587:8,12,2188:2 89:892:9 93:794:19 98:899:3 102:4,7105:20 130:8135:5 136:14186:22189:25209:24 240:6

requires 177:9requiring119:23

research 50:15213:15

reservation48:8,13

reserve 47:15reset 38:4residency33:15

resilient54:15

resolution29:23 30:830:18 31:332:25 33:1733:25 35:2036:17 37:2

resolve 10:17Resort 6:1744:10

resorts 3:4,183:20 4:21,245:11,14 6:66:9,15 7:5,829:9,13 31:8

38:15,1939:9 40:941:21 43:343:19,2344:23 45:1745:21 49:2550:5,12,2355:23 60:1762:4,1781:21 156:18164:17206:16,18,24231:7,22

resources 1:20136:5,10142:5 152:11238:3 244:6244:17

respect 12:2212:24 13:2139:3 41:648:3,5,8,1274:6 162:20172:21173:14175:19179:23239:10

respectfully239:16

responded135:3 190:20191:8

response 12:312:11,1613:6,14,1914:4,12,1715:20 16:816:13 17:1518:3,8 19:1119:23 20:421:10,2122:2 23:2,1423:19 25:225:10,1526:16 27:4,9

28:16,2429:5 30:2331:15 33:2134:15 36:2237:14 48:23135:8 162:23180:17 181:4181:5 191:13

responses191:15195:24

responsibi...60:25 77:4126:15 127:3143:23144:14232:17

responsibi...41:16 76:1776:21 106:22208:7 233:22234:7 237:12

responsible207:23 208:9236:8,12,14236:19 237:7

rest68:5127:17130:24141:16146:17164:10198:23 199:8208:14

restaurants149:15,16,19212:23

restore 178:8178:12

restrictions72:4 119:15119:20153:18178:25195:12,21196:2,10

237:4restrictive57:13

restructured51:24

restructuring51:22 191:25

result 52:1156:5,8100:21,23102:19211:15

resulted 95:24173:10

resulting51:18 56:14

results 58:458:11 72:7,981:15 82:18140:11164:17,18170:20172:14173:13 183:5186:11188:21 189:8223:9

resume 217:21218:6

retail 214:18retained 56:18retention66:24 110:17202:16247:13,22

return 102:15102:20 103:2129:23,24176:11 183:4183:18

returned173:23231:24

revenue 92:2096:6 106:13111:20 127:4


164:22170:24 171:6172:13184:24 188:8195:6 201:19211:24 220:4220:7

revenue-re...172:9

revenues 85:24120:21129:24164:25173:11174:25184:15,23185:12211:22 215:9242:25

reverb 31:25reverse 158:9review 20:1122:9 48:8,1454:11 57:1975:19 129:13133:18180:21240:13,22

reviewed 12:2513:23 30:830:18 32:2533:16 35:2036:16 47:1265:17 94:1696:22 133:13142:23196:16

reviewing 58:458:21 161:7

reviews 190:23190:24 191:4

revise 155:4revitalize122:12,19

revolver 168:7revolvers

162:15 168:5199:21

revolving166:21167:10,17

Rewards 66:2376:11 111:18140:15,18172:15241:25

Richardson 2:93:2,6,11,1530:2,11,1340:23,2545:7,12 47:449:8 55:2055:21 75:1178:10,11,1297:4,7 99:10100:15101:14,15,17103:17118:13123:19,20124:16129:14132:21,22,23155:16,17181:22,23,24196:25 197:4205:7,8215:4 218:11219:3,4,5230:11239:23,24,25241:6 248:22

ride115:4right 38:365:25 74:583:19 90:1298:16,21101:2,6120:3 135:11143:16 154:9155:13163:18 167:4

169:21178:13 182:9183:15,16188:6 191:11192:6 207:15207:15219:14,25220:18225:14,24243:3 246:18249:15

right-size182:24

rights 52:23risk97:24River 41:1370:25 75:8,890:3 95:14179:23 180:5

Riverboat62:21

road137:25Robert 4:1422:6 23:860:11

robust 59:679:14 82:7214:6

Rock67:19222:9

Rodio 76:24131:5 146:17173:5 203:17204:3 206:25210:16

role60:1962:10 77:3126:22130:12160:11,14214:5 227:17232:12 233:3233:11

roles 233:18roll11:1531:13,16

34:16,1837:15 185:22

rolling 89:1189:18 93:10

Rome3:16 40:7Ron128:14133:4 208:25216:18

Ron's 128:15room1:11 8:14120:11,13145:17189:14 211:2211:5,12212:22214:14

rooms 149:3,25150:2,4213:12214:14,25215:24

Rothstein 4:1220:8,14,1820:25 21:14

roughly 110:11171:15184:19 185:9186:24204:15

routine 111:7row157:14rules 41:16223:2

ruling 39:12run69:5 92:24123:6 153:16216:11 222:3

running 75:380:6 105:22131:24 163:2206:25

runs180:14runway 169:7169:17

Ryan4:12 20:820:14 21:14


SS3:1 4:612:20 60:7205:20230:20

sad122:17Sadia 4:15,1623:23,2425:6

safe9:10,12107:21108:12 129:6129:7 229:13

safety 9:2072:4 107:19109:4 129:3

sale39:1641:25 53:653:16 83:2483:25 84:684:13,1685:8 86:590:2,5,10,1491:3 94:2,3100:5,20101:5 175:7176:19 179:3187:3 194:13194:17

sales 61:983:21 86:15127:4 144:8168:14186:21 187:4

Salute 8:22satisfied 28:757:23 148:3

satisfy 95:5Satre 80:4,14save115:24157:23

savings 116:20116:23 118:6172:22 173:3173:19202:24 203:6

203:15saw69:23131:13169:22 173:7200:14201:21

saying 79:1580:2 113:6113:17121:17241:13

says115:23SBP232:23scarcity 103:8scary 109:23scenario 70:8164:7

scenarios160:16

sceneries149:22

schedule 8:12184:5 218:18

scheduled 21:2school 126:11206:17

schools 235:24Schreck 3:7,1232:20 35:1540:13

Schrier 3:1740:6,7 45:846:2,5,2149:6,15,1649:20 59:1559:17 60:260:13 63:1165:21 74:875:17 78:697:6,9101:13,19123:19,22124:9,9,19124:20,22125:5,15130:16

132:18133:13 142:9143:10,11154:21,22,23155:13,22156:9,11,12161:23165:22166:11168:22 170:8171:19 174:3175:4 179:8180:8 181:20189:24 205:4205:5,11,13206:2 210:4214:8 217:12218:12,14219:10224:11,14,15230:9,14,15231:2 239:20240:4 248:20249:14,17

Schrier's 61:3Scioto 207:18207:19213:22227:14228:20

scope 57:21138:23

Scott 4:2229:10,2131:4

screen 60:372:24

Seaboard 67:16115:5,9

seal46:7,15sealing 42:1244:15 46:2447:18 48:3,448:12

seamless 128:4seared 106:8

seasonal 112:7seat80:4157:14

second 12:913:12 14:1016:6 17:2519:21 21:1923:12 25:827:2 28:2231:11 34:1337:12 48:2152:17 55:6108:5 140:12147:14182:12,21

Secretary 2:68:10

Section 55:11sector 61:1361:14 67:2131:15

secure 129:6security134:20248:10

see59:2263:19 68:2072:24 76:3,779:23 80:1680:19 81:3114:2 120:23121:5 140:19154:13,14165:8,15,16170:19172:17173:24187:25 188:3204:8 217:9234:15 235:5246:15 249:9

seeing 82:24121:2 172:14

seek46:1853:20 93:5

seeking 32:12


32:23 89:6seen82:16114:17117:12148:15

segments244:25

selected131:20

sell64:2170:20 71:375:8 92:1092:16 95:14

selling 187:5Senator 8:7send10:18145:23

senior 2:7 3:24:23 14:2315:3 16:1917:8 18:1419:4 20:1022:8 24:2,525:21,2327:15,1829:12,15,1831:6 61:1762:12 71:1081:10 100:3122:6 131:11135:24138:13141:16 206:5

sense 121:5139:9 141:19199:24213:17

sent10:6134:24138:16219:15

separate 86:490:8 99:20

separately39:5

September 6:4

6:10 43:1643:25 190:20

seq5:18 38:25series 51:2152:22 105:15158:14 161:4

serious 93:15Seriously152:24,25

serve 5:5,932:6 33:1234:7 35:336:13 37:639:14 207:5

served 182:23serves 138:11service 114:2122:4 139:12145:15152:16,17212:8 236:7242:3

services 1:2161:9 159:25203:17 233:6233:14,16242:17

session 8:1411:21

set49:1053:18 66:797:23 101:23141:15177:17,25194:24213:23

setting 57:19settled 163:12settlement4:17 15:6,2416:24 17:1017:19 18:1919:6,1522:12,2123:6 25:1926:20

seven 73:381:17 161:24211:4

seven-zero184:21

seventh 211:23severance204:19

severe 157:24shadow 199:5shame 114:15shape 157:16214:11216:13

share 72:1873:2 110:15166:4,5225:16 226:8

shareholder79:5 163:20

shares 73:8she'll 218:17234:6

sheet 73:17,2185:17 199:22220:3

shelved 63:25shifted 70:15shooting198:18

short 49:1658:7 151:11153:16208:20 209:2211:5

shortfalls186:10

shortly 65:1371:20 210:11

show138:15213:24

Showboat195:14

showed 21:3164:21215:10

showings 82:21shown 114:22shows 159:23219:11

Shreveport61:22 62:295:12

shut71:17131:18,19247:17,17

shutdown131:22 162:9162:11,16163:5 197:22

shutting 198:4side61:974:18,2284:22 90:20106:13 107:6111:21165:12 166:9184:8 204:13233:9 244:19244:23

sides 71:1372:6 81:11106:15,21107:3 108:23117:15

sight 185:18significant68:11 75:2492:21 99:17120:10163:13173:10 175:6179:24,25187:2 204:17215:7,10233:11244:13

significantly165:20

signing 71:17silos 242:14silver 74:24


231:21similar 71:2380:5 81:1591:20,2593:6 98:1198:16 103:4113:24 139:2215:9 247:16

similarities210:9

similarly87:25

simple 81:5simply 58:8105:5,11166:8

single 79:4170:5

sir119:12153:6 228:10230:6

sit99:4226:23

sites 195:12sits114:10115:12227:15

sitting 238:8situation89:12 102:23103:4 109:16119:8 154:3157:2,4169:7 182:25

six74:2181:17 91:3132:10 158:3167:3 208:9219:15228:20

six-month135:14

size57:2164:20 65:269:10 138:23

skin214:21

slide 6:1444:5 59:2063:12 65:2274:9 124:25130:16,17160:6 161:23165:22166:11167:21 168:2168:3,22,24170:8 171:20174:3 175:4179:8,23180:8,10210:5 214:9215:17 219:9219:11233:19236:13

slides 75:18166:14 210:5

slot116:16,19126:8 145:17149:4,6203:21 211:2212:22214:24

slowed 246:9246:10

small 59:23209:9,9

smaller 93:3smart 216:8snap81:5social 76:17233:22 234:7248:10

soft82:7171:4,6

softness171:10

sold101:9163:25186:16

solid 211:25solidly 54:17

Solutions 4:2329:13 31:8

somebody 223:3somewhat 79:21162:18 172:6185:2 189:23

soon63:6117:20,25237:4

sorry 47:362:2 63:1472:20 73:6123:17 143:3179:16193:14199:17224:13 246:4249:4

sort97:2199:11 169:16232:16

sought 84:2sound 180:5sounds 112:18132:2 144:11144:12 150:7232:16

source 84:14187:17

sourcing159:25

South 111:13206:14210:24226:24

Southern 84:2399:18 157:6231:12

space 76:1289:20 98:13157:12163:23 166:7169:20 187:9211:10,12

spaces 120:22Spahr 40:18

speak 59:2497:15 99:5110:6 120:9127:16137:25178:12 246:4246:5 247:14

speaking 11:231:24 147:19204:24

special 51:16113:9,15

specific 87:2287:25 89:797:16 98:17177:3 190:25191:14198:19 203:8223:17 240:6

specifically79:8 94:1998:23 104:13133:5 137:11171:12173:20 190:2195:13239:12

specifics88:12 148:7

spectacular113:20

spectrum104:25

spend 87:2,394:4 99:21103:15152:12175:21 210:7245:20

spending 85:2499:23 158:6160:20180:19193:17,19245:23

spent 59:23


84:23,2587:9,1491:22 99:1199:17 100:16157:20 158:3159:15160:17 161:5193:22 194:4194:8,10206:19207:13208:24209:17,24210:17211:18231:16

spitting185:24

split 90:12,15spoke 46:1362:8 75:11128:7 129:18137:20 223:6236:7 238:5

spoken 129:13sponsored229:22

sports 5:935:4 36:1437:7 140:24187:9,15188:6 212:21

sportsbook90:6 140:24211:2

spot176:22spread 9:1969:21 91:8

SQUARE 1:23St111:14stability57:23

stable 199:4staff 10:2011:4 12:2513:23 20:16

24:9 27:2561:5 118:24136:10,12137:7 156:25161:5 220:16221:8 222:19238:20,21

staff's 15:917:2 18:2122:14 26:529:22

staffed 79:14138:13

staffing 57:1259:7 119:5129:15,19130:8 134:2142:10,15221:2,5,7

stake 164:2stand 81:12229:23

standalone162:12 164:2

standard 66:2197:22 118:25

standpoint66:22 68:969:4 74:1085:15 149:4153:21

start 61:271:6 79:25108:20 139:5172:14213:12 214:2216:21223:14

started 108:10116:12,22121:22 140:3140:5 149:11157:6 165:8210:22211:23 212:6212:9 213:14

231:25232:10243:12,20

starting105:21 136:4158:8

starts 151:23starved 189:2189:15

state 1:1,228:10,11 9:960:9 61:2391:15 95:2596:15 105:18108:16,25125:11 156:5187:24 188:9205:22230:22239:11 250:5

state-of-t...211:10

stated 17:9176:14

statement 8:449:11,1787:23 102:22155:5

states 56:8105:18107:12

stationed228:7 245:16

statistic184:25

statistics183:23

status 39:1342:3

stay99:2128:14154:12 237:8

staying 128:19233:5 234:3234:4 237:12

stemmed 174:12

stemming169:10

Stephanie 5:2050:9 230:16230:24

Stephen 3:175:20 40:6205:24

steps 51:21179:17 186:6

Steve 50:11122:21 123:3123:5 124:19128:5 141:24142:3 152:5154:21189:20205:13235:18,20238:5 240:11245:25

stick 170:5stipulation4:17 15:6,1615:24 16:516:24 17:917:11,19,2418:18 19:5,719:15,2022:12,20,2223:6,1125:18 26:1126:20,25

stock 72:18,1973:8

stopped 89:20storage 121:3stored 121:4story 130:18158:18 159:2212:23,24

straight 123:7220:6 231:13

strategic62:10,1264:15 77:3


159:25 160:2163:12165:13235:12

strategically62:19 158:25244:12

strategies79:22 236:19242:7

strategy163:16233:12

strength 67:1682:14

stress 118:7striking 111:4Strip 82:15114:4,5187:5

strive 145:10strong 76:10stronger 54:1582:12

struck 71:2structure 66:866:14,1571:15 75:21168:21

structures57:15 169:24

stuck 184:10187:21

study 210:20211:17212:13219:10

Sub3:21 5:145:16 7:8,938:20,2245:22,2451:17

subject 16:317:23 19:1823:9 26:2331:8 48:7

83:10 85:391:23 94:8100:7,17108:16130:13160:12 168:8221:19

submission134:17

submissions192:10

submit 54:10122:4 133:16191:24

submits 57:5submitted15:16 17:1119:7 22:2226:11 42:2343:14 56:3133:8 177:18181:11191:22192:18 241:3

subordinated61:17

subpar 120:11subsequent62:19 64:3167:14

subsequently63:24 95:10

subsidiaries40:15 83:2,386:9

subsidiary51:20 91:17

substance 30:9substantial54:3,1955:13 77:885:20 86:23148:20 176:6

substantially85:12

substitute

92:14 116:18success 139:4139:16 142:7213:21

successful128:6 152:19235:7 242:17

successfully132:7 198:22

suffered102:19182:20

suffering 9:5SUITE 1:22summarize180:22

summarized180:25

summarizing167:14

summer 163:3167:5 169:2169:5

superb 139:15supervised94:10

supervision117:5

supplemental24:16 26:427:24 28:5

suppliers236:4

support 55:387:18 98:3,7106:24138:17 157:3172:19181:18191:23192:14233:14 242:9242:23 244:7

supported163:16

supporting

227:18235:19

supportive226:21

suppose 197:20sure45:1259:20 63:13104:14 105:3124:11,22128:21 129:9144:2 147:15206:14 210:6215:23226:10231:11 236:8240:13 241:4244:14 245:2

surely 113:12surprised164:21

surrounding58:11

survived 62:18Sussex 210:11swap92:13swear 60:5125:7 156:2205:18230:19

sweeping102:22

sworn 5:18,195:19,20,2060:8 125:10156:4 205:21230:21

sync216:8227:4

synergies115:24 116:2171:23 172:2172:8,10,13203:11

synergy 111:19117:14 118:9118:19


202:24system 67:3111:10,15112:3 216:8

systems 140:23241:23,23

TT2:2 60:7125:9 156:3205:20230:20 250:2250:2

table 117:23134:17167:20 203:8212:19242:13

Tahoe 70:2195:12 112:8

Taj222:12take42:852:17 64:2365:2,8 80:12117:23141:12149:21 154:2154:2 165:17180:2 201:13215:15218:17221:18 233:6240:16242:17246:14247:12,12,23248:2

taken 38:10108:19 124:7173:9,15186:2 203:17203:22218:23

takes 110:10170:4

talent 67:25

75:24 76:8127:5 128:12131:14132:13,14136:22 139:5146:10,10152:16 180:4234:25235:25

talented151:25

talk69:9157:17159:18160:17162:22164:11176:23 209:4237:23243:12,20

talked 144:19158:17165:14168:11 171:5187:4 200:22203:14213:18223:21 239:2243:8

talking 67:24118:5 140:11169:17176:24 203:3243:6

talks 181:3211:18

target 75:25targets 118:20tax28:7 160:3202:16,17,19242:25247:22 248:6

taxes 248:10team65:2 71:571:10,1972:11 74:20

75:16 76:1281:11 99:16122:20 127:8127:10,22129:7 130:21130:24,24131:5,11,14135:24136:10 139:7139:12141:17,25142:4 145:20146:17148:17,22151:24,25152:4,10158:7 159:7160:3 180:4189:12207:14 212:4212:7 216:4216:6,24222:24226:23236:23 237:7237:18239:12,14242:9 244:7246:16247:24

teams 66:5111:3 131:2131:4 160:19160:21161:20

technical10:14 88:16

technology 1:64:23 8:29:23 29:1231:7 140:21149:6 201:18216:7 250:7

TEL1:24telephone 10:110:16

telephonic...10:1

tell57:1160:16 65:2069:2 90:1992:6 107:7111:7 113:18120:10126:21 149:3151:22153:17209:25 231:4

telling 107:17temperatures108:18

temporarily165:17

temporary29:21 30:1631:4 32:1232:13 35:8

ten80:8 118:5158:19 159:9169:19 189:9206:21208:22217:25 218:5

ten-minute217:20

tenant 40:14tenants 39:24tends 116:18Tennessee 1:12Teresa 2:7 3:215:2 16:2218:14,1725:23 27:1829:18

term89:23100:21163:20193:18

terminated178:18

terms 16:417:23 19:19


23:10 26:2466:11 69:1572:15 80:587:7 89:21100:22 103:7108:4 113:25138:2 146:5147:8 157:5158:14159:21160:14 161:7164:21 168:5169:2,16173:18,21178:6 184:12186:13199:19 201:2201:15203:13209:25 213:9216:15218:15

terrible198:18

terrific 161:8territorial206:9

territory206:7 207:16

test70:9testament72:10

testified 60:898:14 125:10156:4 205:21230:21

testify 50:2testimony 6:1239:3 42:844:3 49:1350:20 54:1155:3,4 56:2458:15,1765:5 73:1976:22 97:1099:9 112:21

141:8 142:10174:6 220:25

th117:22thank 11:3,614:19 15:1717:12 19:820:6 22:2323:21 24:1324:23 25:1726:8,1327:11 28:428:13 30:1030:20 31:2232:2 33:4,1835:23 36:1938:8,9 40:240:11 41:3,941:18 42:1844:14 45:3,846:22 47:447:19 48:1549:8,2055:19,2159:14 60:1263:2,1277:14 78:5,878:11 97:3,597:7 101:12101:15103:16,18,22104:2 105:4115:16,18,19115:21123:13,20,22124:6,17125:3,14132:17,20,22143:8,9,18150:21152:20,25153:2,3,4154:18,22155:15,18,19155:20 156:8156:11,23,25160:6 161:25

170:7 174:2175:3 181:19181:21,23196:24 197:3197:8 202:4202:5,6205:2,9,10205:25215:16217:11,14218:20,22,25219:4 220:14222:18 224:4224:6,7,9,15224:25225:25227:20,21,24228:4 229:15229:17230:12,25233:19237:22238:15,19239:19,22,24240:18 241:5241:8,10,12243:2 245:9245:10,11,12245:14246:21248:16,20,23248:24 249:9249:17,19

thankful 49:22thankfully106:25 108:9

thanking 61:3theme 66:10174:5

theory 102:17thereon 39:18They'd 210:13thick 199:24thin199:24thing 54:12163:18 212:2

things 68:19116:25120:20128:21129:12148:12162:23171:22207:14212:21216:12,16,20216:21 219:8233:9 237:20238:23

think 59:2467:22 68:577:15 82:382:21 91:691:14 97:1098:14 103:7103:8,12106:21 107:5111:16,17112:9 116:20117:19,24120:23121:11 140:4141:9 143:25144:9 150:18150:19153:19,25154:7,9,15154:16,24157:18164:20,23,24165:6,8,11165:15,16,19166:7 170:16170:19175:15176:10,22183:24 185:3185:25188:22189:13198:12,12


199:5 200:22201:17 203:8208:11210:18 212:4213:8,11,16213:25214:12,23215:5,11,14217:2 218:17219:2 220:23222:3,14226:10 227:3227:4 229:12233:12234:20,23235:8,13,22236:13 239:6240:12,15242:12,21246:12,15,18

thinking160:21164:23,25176:20

third 55:895:5 134:7168:9 171:9185:10

Thomas 5:1859:19 60:11

thorough 57:18thought 107:14108:11 109:3165:10,11226:17

thousand226:20

thousands 9:166:9

three 52:569:12 70:2184:6 86:1489:13 95:2196:14,19109:19115:25

168:13174:19180:14191:10 194:4196:9 202:25203:9 209:18209:18210:23 235:6246:7

three-month71:17 92:25

three-year89:11,17,2293:10,23174:23178:24192:20 193:6194:16 195:4

thresholds194:8

thrilled 77:10thrive 188:5throw 239:5thrown 231:16ticking 72:2072:20

tied85:592:19

ties168:24tight 163:7time10:8,936:18 49:554:2 57:2458:13 59:2461:6,12,2062:9 64:267:13 69:569:17,2271:4,12,2174:25 75:282:24 83:1899:23 105:16105:22107:23109:23117:20,25

123:14132:19151:11154:14157:19,24158:6,13159:14160:18,20161:5 173:8176:7 177:3180:20188:14,15189:17,22191:3 200:12207:13,13208:14,20,24211:4 215:8220:5 228:15231:17,23245:20,22

timeline 237:5timelines105:19

timely 101:9242:2

times 54:870:22 109:21129:10 138:4153:23162:13208:12 209:6228:2 235:19244:6 246:7

timing 184:9194:7

Timothy 6:4,76:12 43:1643:21 44:350:14 249:7

tips247:20tired 214:18title 45:1060:17 125:21156:15 206:4206:5,8231:5

titles 134:8134:11

today 9:1811:5,1016:23 38:741:19 49:2250:2,2153:20 55:2261:4 62:5,2565:16 67:968:20,2072:12 74:577:6 82:6,24103:8 110:15115:12 120:9122:17130:14143:19152:13160:13,23165:14168:12 171:9177:6 188:4196:18 197:9218:19 223:7225:2 232:19233:5,16234:3 238:16239:9 241:22

today's 20:19234:19

tokes 247:21told63:25118:8 210:7226:16

TOLL1:24Tom50:5 128:7129:18 131:6131:11139:10141:14 149:2152:6 159:4159:6 172:5175:15188:22200:22


203:14213:17 232:9234:9 239:2242:5 248:4

tomorrow 50:16217:21 249:5249:7,9

tons162:18Tony76:24131:5 146:16173:5 206:25207:2 210:16214:4 216:18

Tony's 77:7tool84:19top86:11,22121:18 139:6156:24184:19 239:5

top-down117:10

topic 110:6topics 167:23total 90:1496:14 103:13167:20168:20 169:4190:3 193:21194:3,9196:16

totaling167:18

totality167:11,16

touch 120:13120:15 193:9195:11204:20

touched 120:14136:9 141:7146:23 162:3175:15179:10188:10 203:3

touches 240:19tough 199:25

tougher 119:4tourists 145:6tower 120:15214:21215:24

towers 210:24214:14 216:9

town140:3211:5,24,25216:18

track 81:16162:6 165:16165:19166:24

Tracy 2:9 3:23:6,11,1530:2,1240:24 47:3124:15

traded 50:22165:25

traditional66:18 169:4

traditionally204:10

traffic 114:6213:21

train 236:10training234:19

transaction41:24 52:2153:15 54:354:24 55:4,557:25 62:2262:24 63:1063:19,2364:2,6,7,1465:11,1567:8,1068:20 69:2470:14 71:272:14,1673:5,7,1274:7,1979:19 80:21

82:23 84:1585:13 89:290:19,23101:24 108:7111:2 115:10116:13130:15,20138:24157:11 158:8161:7 162:2164:3 165:20167:8 169:19171:24 175:7177:2 179:12186:15232:25 239:4239:17

transactions52:22 56:662:19 66:374:24 88:1995:11 132:16157:13158:21163:14164:11167:15,17,19168:7 169:13

transcribed10:10

transcript250:7

transition128:4 206:6

travel 81:25228:17

traveled130:25

tray117:23treasury 160:2treat 69:15106:2 139:11

treated 85:16tremendous128:12,15,17128:20

135:24 136:3136:22 141:2145:18,22152:9

trends 189:19Trenton 8:11tribal 157:11tried 54:5trip146:2154:12

triple 53:3Trop82:5148:18149:11219:25 226:2

Tropicana44:24 51:552:15 62:2263:6 64:567:18 76:2588:13 91:791:16 92:497:14 114:18114:21,23120:16128:14,18134:8,14135:23139:18140:10,12149:16 151:4151:7 158:16174:20 176:5189:22192:20 207:2207:18209:19210:16211:18212:14213:22215:10,19,21219:20,21220:18222:10223:10


226:23229:20,23240:10

Tropicana's139:19

true82:8248:15 250:6

Trump 222:12trust 6:1544:6 46:1450:19 52:2083:7 93:2294:4,7,897:13 99:14164:6 176:23177:4,8,10177:13,17178:6,18,20195:4 221:20

trustee 6:1844:12 50:1894:10,13177:14,20178:6,13221:20

trustee's47:10

trusts 97:12175:12

try59:21140:3 172:6

trying 9:469:5 153:22200:20201:13

turn121:7turned 70:6126:7 137:19

turning 82:25121:2

TVs148:2twice 228:18Twin41:1370:25 75:8,890:3 95:14179:23 180:5

twist 105:8two10:1513:10 21:246:17 50:2154:14 71:875:18 79:2382:16 83:395:3,1196:10 104:20124:2 131:23139:25144:13,20147:11158:11159:16166:14183:25185:11193:22194:10211:25214:14217:17,22226:6 232:16236:17 246:7

type9:4201:12225:16

typical 87:2typically97:25 246:5

typo45:6

UU156:3Uh-hum 236:15ultimate 52:12ultimately64:8 70:2590:22 96:13137:23 193:4

unanimously137:17

uncertain109:23182:14

198:19uncertainties54:9

unconscious234:19

underlying52:24

understand42:9,1144:15 50:373:17 77:2278:2 109:15119:7 129:19130:6 137:23145:22175:17 177:8177:13,19178:9,12,17180:22 195:7204:23236:23239:10

understand...73:19

understanding90:25 242:8244:24

understands194:22

undertaken56:12 58:8

underutilized211:10

underwriting163:7

underwritten85:9

underwrote69:24 169:2172:8

undue 7:1243:7 56:1957:9 96:10

unified 79:24Unintellig...8:24

union 106:4unique 54:1466:19 115:5222:20

uniqueness121:11

Unit161:2unitary 87:1798:6

Unite 217:5United 56:8226:13227:16238:12

university231:12235:24

unknown 183:13unmatched66:24 76:11

Unmic 35:25Unmute 35:25unprecedented157:2,4,18239:4

untied 80:18unusual 54:8upcoming 198:9updated 170:10upfront 160:15182:23192:24

upgrade 149:9upgraded214:22

upgrading149:5 214:15214:24

upshoot 220:6upside 163:20167:5 172:17

upsize 166:20urging 64:15use8:13 112:4114:14 138:2158:20 178:2


178:7 202:9usual 58:3utilize 109:9247:8,11

utilized247:13

VV41:25vacant 159:5vaccine 154:6value 73:984:4 90:17153:11158:25 166:6182:18 188:3

valued 187:22188:4

values 235:10variable 92:1892:22

variety 157:11various 127:10163:10

varying 72:3vast90:16173:2

Vegas 82:8,1082:15 84:2599:21 114:4114:5 160:20160:22 167:8171:4 172:19176:2 184:9185:6 187:5198:18 201:4204:13,16215:13231:14,19238:9 243:15245:19

vehicle 188:2Velez 4:2027:13 28:728:21

Velez's 27:21

vendor 109:2venture 231:22venues 149:20236:6

versa 172:16version 237:17versions 244:4versus 122:17140:12248:15

vested 234:10veterans 152:3229:22244:20

vibrant 152:14vice4:23 5:55:9 29:1231:7 32:634:7 35:336:13 37:662:12 138:14172:16 206:5206:20

VICI39:941:13 52:2052:23 53:1673:6 74:1883:6,25 84:785:8 86:1086:24 88:689:2 90:9,1691:20 92:393:6 97:13100:5,20159:20 167:8167:17 168:6175:8 176:17186:16

Victoria 62:21video 11:5Videography1:21

view66:1667:11 74:381:3 84:1891:4 114:21

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viewing 68:4190:7

viewpoint175:14 198:8

views 149:22virtually238:24246:18

visit 141:6145:13

visitation146:20149:18152:15

visiting160:18

visitor 145:5vital 9:284:10

voices 245:3volatile 170:4volumes 223:18voluntarily96:9

volunteer204:18 244:9

Volunteering235:17

vote4:3 5:237:16

WW2:4,6 3:3,63:11,15

wagering187:15

wages 202:18wait160:4216:17223:25

waiting 80:15waive 49:12

waiver 33:1493:11

walk208:10216:18228:11

walked 70:23131:11167:15

walking 208:24wallets 188:7want11:644:17 45:945:10 59:2080:20 108:15109:14114:13 118:7121:6,7123:15124:22147:23148:21152:20156:24 181:9193:9 213:19213:24216:20217:18 219:8222:2 228:6228:12,13229:15 238:6240:15 244:7

wanted 91:1492:10 106:17140:2 180:21180:24197:24198:21 212:5229:25

wanting 154:11wants 217:24228:17

wasn't 120:19151:2 165:7189:11,15220:5

Watts 6:7,13


43:16,2144:4 50:14249:7

Watts' 6:4way32:11 35:780:2 81:1385:15 97:22109:3 140:4165:6 176:19188:6 206:19212:11213:25217:22226:13227:16235:13238:12246:19

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we're 31:2542:16 49:2250:21 67:2568:16 70:1071:9 72:1175:10 76:1277:5 81:1182:6,17,2185:20 99:20100:14

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we've 30:8,1846:8,1664:25 67:17

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weaker 185:6weakness 82:15wear108:19109:2 232:16

wearing 108:22

weave 65:4web10:24website 10:310:11,16235:6

Wednesday 1:9wee218:21weed117:4weeds 141:13week74:11,1274:15 127:16228:21

weekend 82:6weekly 107:14135:9 136:4

weeks 71:22welcome 9:6,17152:22239:17

well-known50:22 110:7110:9 225:8

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2 B E F O R E :






8DIVISION OF GAMING ENFORCEMENT:

9 DEPUTY ATTORNEYS GENERAL: TRACY E. RICHARDSON, DEPUTY ATTORNEY GENERAL

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2 A P P E A R A N C E S :

3ITEM NO. 14 DIANNA W. FAUNTLEROY, GENERAL COUNSEL

4 TRACY E. RICHARDSON, DEPUTY ATTORNEY GENERAL

5 BLANK ROME, LLP STEPHEN D. SCHRIER, ESQ.

6 FOR: CAESARS ENTERTAINMENT CORPORATION, CEOC, LLC, CAESARS GROWTH PARTNERS, LLC,

7 CAESARS RESORTS COLLECTIONS, CAESARS INTERACTIVE ENTERTAINMENT NEW JERSEY, LLC,

8 HARRAH'S ATLANTIC CITY OPERATING COMPANY, LLC, BALLY'S PARK PLACE, LLC, BOARDWALK

9 REGENCY, LLC, ELDORADO RESORTS, INC., AND COLT MERGER SUB, INC.

10 BROWNSTEIN, HYATT, FARBER, SCHRECK

11 PAUL M. O'GARA, ESQ. FOR: CO-PETITIONERS, CAESARS

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3 JULY 16, 2020, 10:00 a.m.ITEM PAGE VOTE

4 CONTINUED

5 14 Joint petition of Caesars Entertainment 7 Corporation, CEOC, LLC, Caesars Growth

6 Partners, LLC, Caesars Resorts Collections, Caesars Interactive

7 Entertainment New Jersey, LLC, Harrah's Atlantic City Operating Company, LLC,

8 Bally's Park Place, LLC, Boardwalk Regency, LLC, Eldorado Resorts, Inc.,

9 and Colt Merger Sub, Inc., for approval of: (I) The merger of Caesars

10 Entertainment Corporation with Colt Merger Sub, Inc., and (II) The

11 qualification of the New Entity and Natural Person Qualifiers and (III)

12 other declaratory relief pursuant to NJSA 5:12-2, et seq. (PRN 2481902)

13 Dr. Timothy Watts, sworn 7 Dr. Martin K. Perry, sworn 67

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2 ITEM NO. 14

3 PETITIONER EXHIBITS

4 NUMBER DESCRIPTION EVD

5 P-1 Dr. Timothy Watts' September 6, 2019, X Economic Analysis of the Competitive

6 Effects of the Proposed Merger of Caesars Entertainment Corp. with

7 Eldorado Resorts, Inc., on Atlantic City Casino Operations

8P-2 Dr. Timothy Watts May 13, 2020, X

9 Economic Analysis of the Competitive Effects of the Proposed Merger of

10 Caesars Entertainment Corp. with Eldorado Resorts, Inc., on Atlantic

11 City Casino Operations: First Amendment to Analysis of September 6,

12 2019

13 P-3 New Jersey Casino Control Commission X Exhibits to Testimony of Timothy

14 Watts, PhD

15 P-4 Slide Deck Presentation X

16 P-5 Trust Agreement between Eldorado X Resorts, Inc., a Nevada Corporation

17 (to be renamed Caesars Entertainment, Inc., and converted to a Delaware

18 Limited Liability Company), Caesars Resort Collection, LLC, a Delaware

19 Limited Liability Company and John J. Farmer, Jr., as Trustee (Redacted)

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(Redacted)12



City, New Jersey15


Recommended Conditions1819202122232425

7

1 ITEM NO. 14 - WATTS2 (Public Meeting 20-07-15 was reconvened3 at 10:00 a.m. via remote technology.)4 CHAIR PLOUSIS: Thank you. We'll5 continue testimony here.6 Mr. Schrier, your next witness, please.7 MR. SCHRIER: Good morning, Chairman,8 Commissioner Cooper, happy Thursday to you.9 My next witness is Timothy Watts.

10 MR. WATTS: Hello.11 CHAIR PLOUSIS: Thank you.12 Mr. Watts -- Mr. Nance, could you swear13 in Mr. Watts, please.14 T I M O T H Y W A T T S , P h D , having been first15 duly sworn remotely, testified as follows:16 MR. NANCE: Please state your name for17 the record.18 THE WITNESS: My name is Timothy Watts.19 MR. NANCE: Thank you.20 CHAIR PLOUSIS: Thank you.21 Please proceed.22 EXAMINATION BY MR. SCHRIER:23 Q. Dr. Watts, can you describe your current24 occupation, please?25 A. Sure. I'm an economist with National

8

1 ITEM NO. 14 - WATTS2 Economic Research Associates or NERA for short.3 Q. And what is NERA?4 A. NERA is a firm of economists that5 conduct research on a range of areas, including6 competition economics, regulatory economics, financial7 economics, and other areas.8 Q. What is your role at NERA?9 A. I'm a managing director and a partner at

10 NERA where I've worked for 12 years. At NERA I11 conduct economic research in the field of antitrust12 and economics. And in particular my work at NERA is13 focused on the evaluating the competitive effects of14 mergers and acquisitions, I regularly present the15 results of my research to business leaders and16 government agencies, including competition17 authorities.18 Q. Can you summarize your education for the19 Commission?20 A. Sure. I received a bachelor's degree in21 economics from Vanderbilt University and a PhD in22 economics from Massachusetts Institute of Technology.23 And while I was a student at MIT, I also taught24 courses in microeconomics.25 Q. You are here today for a hearing

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1 ITEM NO. 14 - WATTS2 regarding a merger in the gaming industry. Have you3 had any experience with mergers in the gaming4 industry?5 A. Yes. I've studied competitive effects6 of several mergers in the gaming industry. So in 20137 I worked as a consultant to the Federal Trade8 Commission to assess the competitive effects of9 Pinnacle Entertainment's acquisition of Ameristar

10 Casinos. In 2017 and 2018, I was engaged by Penn11 National Gaming to assess the competitive acquisition12 of Pinnacle. Later in 2018, I was engaged by Penn for13 two additional transactions. So first it's14 acquisition of the Greektown Casino in Detroit, and15 second, its acquisition of Margaritaville Casino in16 Bossier City, Louisiana. And last year I was engaged17 by Eldorado to assess the competitive effects of its18 merger with Caesars Entertainment. And that19 engagement included assessing competitive effects in20 Atlantic City as well as several other areas around21 the US.22 Q. So you actually have experience working23 on behalf of the Federal Trade Commission in assessing24 a major casino merger?25 A. That's correct.



10

1 ITEM NO. 14 - WATTS2 Q. So you just noted your engagement with3 Eldorado. Have you researched the competitive effects4 of this merger of Eldorado and Caesars in Atlantic5 City?6 A. Yes, I have. And I've prepared two7 reports summarizing my research on this topic. My8 first report was submitted in September of last year,9 and my second report was submitted in May of this

10 year.11 Q. Can you tell us what your instructions12 were in preparation of these reports?13 A. Sure. I was asked to conduct an14 economic analysis to determine whether the merger of15 Eldorado and Caesars would result in undue economic16 concentration in the Atlantic City casino industry as17 defined in New Jerseys Casino Control Act.18 For this analysis I considered the19 criteria that are explicitly laid out in the Act, and20 I also considered the criteria horizon merger21 guidelines. The guidelines described the framework22 used by the US Department of Justice and the US23 Federal Trade Commission to determine whether a24 horizontal merger based on less competition.25 Q. And for the Commissioners, can you tell

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1 ITEM NO. 14 - WATTS2 us what a horizontal merger is?3 A. Sure. A horizontal merger is a merger4 between companies that are actually competitors or5 potential competitors in a given line of business and6 geographic area. So the merger between Eldorado and7 Caesars would be a horizon merger because they both8 compete in the gaming industry in Atlantic City and in9 other areas.

10 Q. What information did you use to prepare11 these reports?12 A. I used a number of sources. So I used13 public reports prepared by the New Jersey Division of14 Gaming Enforcement, reports from the New Jersey Casino15 Control Commission, reports from other state gaming16 regulators, and public information on the gaming17 industry from a number of other sources. I also used18 data on theoretical win by ZIP Code from Eldorado and19 Caesars, and as well as some business documents that20 were prepared by Eldorado and Caesars.21 Q. You're aware that the New Jersey Casino22 Control Commission has considered horizon mergers in23 the past. Did you consider any of the precedents from24 the New Jersey Casino Control Commission in your25 evaluation?

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1 ITEM NO. 14 - WATTS2 A. Yes. So the Commission has considered3 undue economic concentration in its review of the4 Harrah's/Caesars merger in 2005 and its review of the5 Trump Taj Mahal restructuring in 2015. And I6 considered the Commission's decisions and the evidence7 that was presented to the Commission in those8 proceedings as part of my research.9 Q. In your opinion has there been any

10 significant changes affecting casino gaming in11 Atlantic City since those precedents occurred?12 A. Yes. There have. Since 2005 there have13 been -- first, you know, major changes to casino14 gaming regulations in many states. Those regulatory15 changes have allowed new casinos to enter an area16 served by Atlantic City. Those include the17 Philadelphia area, Eastern Pennsylvania. Eastern18 Maryland and the New York City area. And this can be19 seen on -- there's a map, I think on Page 1 of my20 slides, that shows current casino landscape in21 Atlantic City and the surrounding states.22 Aside from expansion of gaming in23 several states, there have also been casino industry24 exit and events in Atlantic City. So most recently in25 2018, the Hard Rock Casino and the Ocean Casino opened

13

1 ITEM NO. 14 - WATTS2 in locations that were formerly occupied by the Trump3 Taj Mahal and the Revel.4 Q. What factors did you consider when5 deciding whether the proposed merger would result in6 undue economic concentration?7 A. So I considered the 11 factors that are8 laid out in the Casino Control Act. Page 2 of my9 slides, which you can see there, summarizes these

10 factors at least in paraphrase form. The first three11 of these factors involved shares within the Atlantic12 City casino gaming industry, and the remaining factors13 have to do with other types of evidence such as14 industry conditions.15 Q. What were your findings on the criteria16 related to things like shares and economic17 concentration?18 A. So if you look at Slide 3 in my -- my19 slides, that shows the first table from my September20 report. And I see that there's a lot of numbers21 there. So what this is showing is, it's showing22 Caesars post-merger share for each of the 1123 categories. So there's 11 specific metrics that are24 specified in the Casino Control Act that should be25 used to measure shares. And it also reports a member



14

1 ITEM NO. 14 - WATTS2 of concentration called the Herfindahl-Hirschman Index3 or HHI. So if we look across the 11 categories on4 average, and you can see this at the bottom of the5 table, Caesars post-merger share is 42.3 percent, and6 the average post-merger HHI is 2594. And I should7 point out that it says on the left as part of the8 slide here, these statistics don't account for Caesars9 announced sale of Bally's.

10 Q. These are statistics that you prepared11 in your first report that did not include in the12 Bally's Casino that we talked about.13 A. That's correct.14 Q. So how do these shares and concentration15 levels compare to the levels that have prevailed in16 Atlantic City in the past?17 A. So, if we look at Slide 4, which shows18 what was Figure 3 in my September report, this slide19 compares the concentration levels that would result20 from the merger between Eldorado and Caesars to three21 benchmarks from Atlantic City history.22 So if we look at the first pair of bars23 on the left, that shows the HHI which is in blue and24 the share for Caesars, that's the orange part. And25 the pair of bars on the left, that shows the

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1 ITEM NO. 14 - WATTS2 concentration of that would result from this proposed3 merger that we're talking about today.4 The second pair of bars shows the HHI5 and the share of Caesars as of 2017, which was before6 the recent entry of Hard Rock and Ocean Casino.7 The third pair of bars shows the same8 concentration statistics that resulted after the Taj9 Mahal restructuring.

10 And then the last pair of bars on the11 right shows the concentration statistics that resulted12 from the Harrah's/Caesars merger.13 And so if we look across the chart, we14 can compare the concentration levels that would result15 from this merger. And again that's before considering16 the sale of Bally's to these three different17 benchmarks. So we see that the HHI from this merger18 would be lower than two of the three benchmarks that19 I'm looking at. While the share of Caesars, which is20 in orange, would be somewhat higher than the share21 that Caesars has had in the past.22 And if we do take into account the23 proposed sale of Bally's, which I could on Slide 5 --24 and Slide 5 is Figure 1 for my May report. So what we25 see here in on the left, again I'm showing the HHI in

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1 ITEM NO. 14 - WATTS2 blue and Caesars share in orange that would result3 from the merger, but they are lower than they were on4 the previous slide because this now accounts for5 Bally's being sold to another competitor. And we6 compare that to the same three benchmarks as we see7 before. We see that both the HHI and the Caesars8 share that would result from the merger after the sale9 of Bally's would be lower than all three of the

10 benchmarks on the right.11 Q. And just for me as a layperson, what12 does lower mean? Does that mean less of an issue of13 economic dominance?14 A. Yeah. So -- so lower means -- there's15 two ways of thinking about it. So lower HHI -- HHI is16 a measure of concentration. The higher is the HHI,17 the more concentrated is the industry. So having a18 lower HHI means that it would be less concentrated.19 And the share is simply, you know,20 looking at Caesars' share of the casino industry at21 this point is based on an average of different22 metrics. But it just means that Caesars would be a23 smaller part of the casino industry in Atlantic City24 that has been, you know, in these past benchmarks that25 I'm using, measured a number of different ways.

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1 ITEM NO. 14 - WATTS2 Q. When you say "Caesars," just to be clear3 you're talking about what we've been calling New4 Caesars which is the combined company?5 A. Yes. That's correct. I'm talking about6 the same thing as New Caesars.7 Q. What relationship, if any, have8 concentration levels in Atlantic City had to price9 measures?

10 A. So in my report I looked at two measures11 of prices, and I found the concentration levels in12 Atlantic City is measured by this HHI statistic that13 we've been talking about, haven't had a reliable or an14 economically meaningful relationship with either of15 the price measures that I looked at.16 Q. So, and what do we mean when you talk17 about prices in the casino industry? What are you18 referring to?19 A. So I -- I use two specific measures.20 The first price measure that I use is the slot hold21 rate which equals the amount of money the casinos win22 per slot machines as a percentage of the amount of the23 money that patrons wager on a slot machine. So the24 hold rate is a measure of the price that players paid25 for slots gaming because it tells us, on average, how



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1 ITEM NO. 14 - WATTS2 much a player would be expected to lose on a given3 wager before factoring in promotions.4 And the second price measure that I look5 at is called the promotional rate, which equals6 promotional expenses and allowances as measured as a7 total of casino wagers. The promotions include things8 like free play and room comps, food and beverage9 comps, other things like that. And all of these

10 things act as discounts to players because they11 partially offset the house advantage on casino gaming.12 Q. Thank you.13 So I think you said before I asked you14 that question about what prices were that you didn't15 see a reliable or meaningful relationship with the16 price measure. So what do you conclude from the lack17 of an observed relationship on your part of price18 measures?19 A. So I conclude that the price levels in20 Atlantic City are being determined by other factors21 than the -- than the concentration level within22 Atlantic City.23 Q. And how about the share criteria that24 you were talking about? What do you conclude25 regarding that?

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1 ITEM NO. 14 - WATTS2 A. So my conclusion on the share criteria,3 which are the first three of the 11 criteria according4 to the Act, is that the merger wouldn't result in5 undue economic concentration.6 Q. Why not?7 A. So really two reasons. First, you know,8 as I showed in the bar charts that we looked at, the9 level of concentration based on the share criteria is

10 in line with the levels of concentration that have11 resulted from previous license transfers that have12 been approved by the Commission.13 And, second, because my analysis of the14 recent history of Atlantic City did not show a15 reliable or economically meaningful relationship16 between concentration and price levels, I don't expect17 that this merger would result in higher hold rates or18 lower promotional rates.19 Q. Did you consider any other criteria20 besides the Casino Control Act criteria?21 A. I did. I considered each of the other22 criteria that are listed in the Casino Control Act.23 And again, those are summaries on Page 2 of my slides.24 Those other criteria include financial condition of25 the casino industry, current market conditions, the

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1 ITEM NO. 14 - WATTS2 organizational structure of the licensee casinos, the3 growth and development of Atlantic City, barriers to4 entry, impact on consumer interest, and whether the5 license should be subject to any restrictions.6 Q. And you said that was summarized where?7 A. On Page 2 of my slides. Sorry. I guess8 it's a little bit out of order. You have to go9 backwards.

10 Q. Hang on one second. I'm just pulling11 that up.12 What conclusion did you draw regarding13 the other criteria that you just mentioned?14 A. So I concluded that the other criteria15 don't indicate that the merger would result in undue16 economic concentration.17 Q. So aside from the statutory provisions18 in Section 82b of the Casino Control Act regarding19 undue economic concentration, did you consider any20 other criteria?21 A. Yes. I considered the framework22 described in the Horizontal Merger Guidelines.23 Q. Why did you use the Horizontal Merger24 Guidelines?25 A. So first, you know, the guidelines

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1 ITEM NO. 14 - WATTS2 framework is widely applied to assess competitive3 impacts of mergers. It's used by the Department of4 Justice and the Federal Trade Commission, as well as5 by federal judges.6 Second, the Casino Control Commission7 has also considered the guidelines' framework to be8 helpful until previous decisions regarding undue9 economic concentration.

10 Q. So the Commission in prior decisions has11 reviewed, in addition to this section of the statute12 that we talked about, the Horizontal Merger Guidelines13 that the FTC and the DOJ use?14 A. Yes. Some of the prior decisions that I15 discussed referred to the Horizontal Merger16 Guidelines -- and, you know, concepts from the17 Horizontal Merger Guidelines such as the18 Herfindahl-Hirschman Index that I discussed.19 Q. And what a the Horizontal Merger20 Guideline framework? What is that?21 A. So it's really a framework that22 describes how to assess competitive effects of a23 merger. And it has a number of steps of, first, how24 to identify what's called a relevant antitrust market25 that can be affected by a horizontal merger. Second,



22

1 ITEM NO. 14 - WATTS2 how to measure concentration within those markets.3 And, third, how to evaluate the potential competitive4 effects within those markets based on concentration5 levels and other factors.6 Q. How are the relevant antitrust markets7 defined according to the Horizontal Merger Guidelines8 framework that you're talking about?9 A. So, in the Horizontal Merger Guidelines,

10 the relevant antitrust markets are defined by a11 concept that's called the hypothetical monopolist12 test. According to this test, any market in which it13 would be profitable for a monopolist to impose what is14 called a small but significant and nontransitory15 increase in price -- it's also called a SSNIP for16 short. Any -- any market in which it would be17 profitable for a monopolist to impose a SSNIP is a18 relevant antitrust market. In applying the19 hypothetical monopolist test, a SSNIP is typically20 considered to be a five percent increase in price that21 lasts for at least one year.22 Q. And just again, for my education, a23 monopolist would be who?24 A. So in the hypothetical monopolist test25 if we were applying it, for example, to, you know,

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1 ITEM NO. 14 - WATTS2 Atlantic City and trying to determine, is Atlantic3 City a relevant antitrust market? A hypothetical4 monopolist would be a single supplier that controlled,5 you know, all current and future casino operations in6 Atlantic City.7 Q. And did you draw any conclusions about8 the relevant antitrust market regarding the Atlantic9 City casinos?

10 A. Yes. I concluded that Atlantic City's11 casinos compete in a relevant antitrust market that's12 broader geographically in Atlantic City and includes13 competitors in nearby states.14 And, yeah. I think we're showing15 Slide -- Slide 6 from my -- from my slides which16 summarizes a number of pieces of evidence that I used17 for this conclusion.18 So first, I was talking about the19 hypothetical monopolist test earlier. By applying20 that test to the Atlantic City casino industry, we can21 see that only a relatively small demand response would22 be needed for Atlantic City to fail the hypothetical23 monopolist test, and thus to conclude that the market24 is broader than Atlantic City. So another way of25 saying this is, there wouldn't have to be a huge shift

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1 ITEM NO. 14 - WATTS2 in demand away from Atlantic City to other options in3 order to conclude that the market is broader than4 Atlantic City.5 Second, if we look at where the6 customers of Atlantic City casinos are coming from, we7 see that nearly 90 percent of the rated theoretic win8 from the party casinos come from players who live9 closer to an casino that's outside of Atlantic City to

10 Atlantic City. And so what that means is that there11 are a lot of players who are, you know, pretty well12 positioned to have good alternatives, and it wouldn't13 take very many of those players to switch away from14 Atlantic City in response to a price increase for15 Atlantic City to be considered not to be a relevant16 market.17 Third, I talked about this earlier, the18 recent expansion of gaming in Pennsylvania, New York,19 and Maryland has significantly reduced the gaming20 revenues in Atlantic City. And that shows that21 there's competitive between Atlantic City and the22 casinos in these surrounding states.23 Fourth, as I've mentioned earlier,24 there's not an economically meaningful or consistent25 relationship between concentration and price measures.

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1 ITEM NO. 14 - WATTS2 So over -- you know, the recent -- recent years in3 Atlantic City, there have been major changes in4 concentration levels as measured by the HHI. And5 those major changes haven't resulted in lower6 promotional rates or higher slot hold rates.7 And final, if we look at the recent8 entry of Hard Rock and Ocean Casino, we can see that9 that spurred increase promotional activity in Atlantic

10 City. And we can actually use that as a way to11 conduct the hypothetical monopolist test. So I12 measured the strength of the response of demand to13 this change of promotion. And the response and demand14 was great enough to imply that it wouldn't be15 profitable for a hypothetical monopolist of Atlantic16 City casinos to impose the small but significant and17 nontransitory increase in price that I mentioned18 earlier. So in other words, the demand response was19 large enough for me to conclude that the relevant20 market is broader than Atlantic City.21 Q. You mentioned that major changes in22 concentration levels in Atlantic City have not23 resulted in lower promotion rates or higher slot hold24 rates. Why would or wouldn't they?25 A. So if we think about the economic theory



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1 ITEM NO. 14 - WATTS2 of competition, that would generally predict that if a3 relevant market that has high level of concentration,4 it would have higher prices than a relevant market5 that has lower levels of concentration. So if6 Atlantic City were a relevant market, what we would7 expect to see is the major concentration -- major8 changes in concentration in Atlantic City would effect9 the promotional rates or the hold rates in Atlantic

10 City.11 On the other hand, if the relevant12 market is broader than Atlantic City, then major13 changes in concentration within Atlantic City may not14 affect promotional rates or hold rates. And that's15 because even a major change in concentration in16 Atlantic City may have little or no effect on the17 overall level of competitive in the broader market.18 Q. So what did you conclude about19 concentration levels within the relevant antitrust20 market?21 A. So on average I found that concentration22 levels in two potential geographic markets that are23 broader than Atlantic City fall into the range that's24 described by the Horizontal Merger Guidelines as25 unconcentrated.

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1 ITEM NO. 14 - WATTS2 Q. What does that mean, "unconcentrated"?3 A. I think you could think of4 unconcentrated as a synonym for, you know,5 competitive. So in the Horizontal Merger Guidelines6 essentially there's a safe harbor that says if you --7 if you define a relevant market for -- in which to8 assess a merger and you measure the concentration that9 results from that merger, and it ends up in the

10 unconcentrated range, then that's not a merger that's11 likely to result in competitive effects.12 Q. So does that allow you to draw any13 conclusion about the competitive effects within the14 relevant market that you're talking about?15 A. It does. So I concluded that the merger16 would not result in substantial anticompetitive17 effects within the relevant antitrust market.18 Q. Did you consider any pro competitive19 effects from this merger?20 A. Yes. In my evaluation of the public21 interest criterion from the Casino Control Act, I22 considered potential pro competitive effects. The23 primary potential pro competitive effects is the24 integration of Eldorado's and Caesars casino networks25 and their player rewards program. So this would

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1 ITEM NO. 14 - WATTS2 benefit players by allowing both Eldorado and Caesars3 customers to use their rewards status and benefits at4 a larger network of casinos.5 Q. So we talked about the reports that you6 completed and have submitted to the Commission which7 have been marked in evidence as P-1 and P-2. What was8 your conclusion in your report from September of 2019?9 A. So the overall conclusion of my

10 September report was that the merger would not result11 in undue economic concentration.12 Q. And that was pursuant to the Casino13 Control Act criteria?14 A. That's correct. As defined in the15 Casino Control Act.16 Q. And you mention that you also prepared a17 second report which we've marked as P-2; correct?18 A. Yes. I submitted a followup to my first19 report in May of this year.20 Q. What was the purpose of preparing your21 second report?22 A. In April Caesars announced that it was23 going to sell its Bally's Atlantic City Casino to Twin24 River. So in order to account for this proposed sale,25 my second report updated the shares and the other

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1 ITEM NO. 14 - WATTS2 concentration statistics that I used in my first3 report.4 Q. Once you heard about the Bally's5 agreement being signed, you went back and sort of6 recalculated. Is that a fair way to say it?7 A. That's -- that's right. Because, you8 know, the Bally's sale effects a number of the9 statistics that would be considered. So it affects

10 the share that Caesars would have after the merger.11 It affects the, you know, number of -- number of12 casino operator that there would be after the merger.13 It affects the HHI level. And so in order to evaluate14 the undue economic concentration question, in light of15 the Bally's share, it's important to understand what16 those levels would be once Bally's is sold.17 Q. Did your second report reach a different18 conclusion than your first report?19 A. No. So the proposed sale of Bally's20 actually reinforces the conclusion of the first21 report. The sale would result in lower post-merger22 shares for Caesars, a lower post-merger HHI, and a23 higher number of post-merger competitors in Atlantic24 City compared to the measures I used in my first25 report.



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1 ITEM NO. 14 - WATTS2 Q. Is it your opinion that the sale of3 Bally's will improve the competitive environment in4 Atlantic City?5 A. Yes. Compared to a merger with no sale6 of Bally's, the sale reduces the number of casinos7 that would be controlled by Caesars post merger, and8 it increases the number of independent competitors in9 Atlantic City.

10 Q. Did the FTC conduct an investigation of11 this proposed merger?12 A. Yes. The FTC conducted a merger review13 process in accordance with what's called the14 Hart-Scott-Rodino Act. And the purpose of this review15 process is to determine whether a proposed merger16 would result in competitive harm.17 Q. And what does the F -- I guess you told18 us earlier that you've actually been a consultant to19 the FTC on these kinds of mergers. But what does the20 FTC do, or how do they investigate a merger that would21 relate to Atlantic City like this?22 A. So, you know, in general, the FTC will23 collect, you know, data and documents from the merging24 parties. They'll review that. They'll do their own25 research is the competitive environments. So they

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1 ITEM NO. 14 - WATTS2 would, you know, get data from New Jersey Division of3 Gaming Enforcement and from other places. They would4 typically you know, interview competitors. They might5 interview business people. They might do, you know,6 their own economic analysis, you know, along the lines7 of the economic analysis that I've described. So8 there's a number of things that they might do.9 In particular for this merger, they

10 conducted a lengthy investigation. The investigation,11 you know, as it related to Atlantic City lasted for12 several months. And as part of that investigation the13 FTC reviewed numerous nonpublic business documents14 that it received from the parties. It also received15 detailed data on the parties Atlantic City properties,16 including the properties' player databases. And the17 FTC also conducted interviews with business people18 involved in the operation of the parties, the Atlantic19 City properties.20 Q. And how about on your end? Did you21 present any research or evidence to the FTC relating22 to this?23 A. I did. So the September report that I24 prepared and that was submitted to the Casino Control25 Commission, that was also submitted to the FTC. I

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1 ITEM NO. 14 - WATTS2 also made a presentation to the FTC in December of3 last year to describe some additional research that I4 conducted using the parties' player databases, and5 several members of the Division of Gaming Enforcement6 attended that presentation. And I also conducted some7 additional research on some specific questions that8 the FTC raised about Atlantic City.9 Q. So you said that members of the Division

10 of Gaming Enforcement attended the presentation to the11 FTC that you made?12 A. That's correct.13 Q. And to your knowledge, is the FTC -- or14 was the FTC -- in communication with the Division of15 Gaming Enforcement on a regular basis?16 A. So to my understanding, is that the FTC17 was sharing essentially, you know, all of the18 materials that it received from the merging parties19 and that it received from, you know, people like me20 with -- with the Division.21 Q. Okay. And what was the outcome? Sorry.22 What were the outcomes of the FTC's23 investigation?24 A. So the FTC required the parties to25 divest casinos in the Lake Tahoe area and the Bossier

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1 ITEM NO. 14 - WATTS2 City, Shreveport area. And they also required a3 condition that's related to a previously announced4 sale of a casino in the Kansas City area. But I guess5 most importantly for this proceeding, the FTC did not6 require any conditions related to Atlantic City.7 Q. So not only no divestitures, but no8 conditions.9 A. That's correct.

10 Q. And what does what does that outcome11 imply about the FTC's findings regarding the Atlantic12 City market?13 A. So the outcome implies that the FTC14 concluded the transaction would not substantially15 reduce competition in the Atlantic City area.16 Q. Since you've prepared your second17 report, have you conducted any additional research?18 A. So I haven't conducted additional19 research, per se. I've reviewed some additional20 materials. So that would include Professor Perry's21 report and the Division of Gaming Enforcement's22 report, as well as the materials that describe the23 FTC's decision and, you know, just followed industry24 news in general.25 Q. Have you reviewed the conditions that



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1 ITEM NO. 14 - WATTS2 New Caesars and the Division of Gaming Enforcement3 have worked out that New Caesars will agree to?4 A. Yes, I have.5 Q. Have you considered the impact of the6 Coronavirus pandemic on the Atlantic City casino7 industry, including the temporary closure that has8 occurred?9 A. Yes.

10 Q. And with all that additional information11 that you reviewed, has any of that changed the12 opinions that are described in your two written13 reports?14 A. No, it has not.15 Q. Now, you said that you reviewed16 Professor Perry's report. That's the report dated May17 27th?18 A. That's right.19 Q. After you reviewed his report, did that20 cause you to reconsider or change any of the opinions21 that you had in your reports?22 A. No. I -- I -- you know, I gave it a23 careful review, but it didn't change my opinions.24 Q. It's fair to say that Dr. -- I'm25 sorry -- Professor Perry provided several

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1 ITEM NO. 14 - WATTS

2 recommendations in his report; correct?

3 A. That's right.

4 Q. Do you agree with the recommendations

5 made in Professor Perry's report?

6 A. No. But even though I don't agree with

7 the ultimate recommendations that he makes, I

8 understand that Eldorado has agreed to a number of

9 significant terms as conditions to the merger. And

10 these conditions, as well as the pending sale of

11 Bally's, should help to address some of the concerns

12 that he raises.

13 So first, in his report Professor Perry

14 recommends the Commission maintain as many independent

15 casino operators as possible. So the sale of Bally's

16 would preserve the current number of independent

17 casino operators and would also introduce Twin River

18 as a new competitor to Atlantic City, a competitor

19 that's currently operating multiple casinos in several

20 states.

21 Second, in his report Professor Perry

22 describes concerns related to entry of new

23 competitors. His report recommends that the parties

24 should be required to list the deed restrictions on

25 existing properties controlled by Caesars in Atlantic

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1 ITEM NO. 14 - WATTS2 City and that remaining potential sites for the3 development of large resort casino hotels in Atlantic4 City should be protected. I understand Eldorado has5 agreed to a condition that would release restrictive6 covenants on the former Atlantic Club, Claridge, and7 Showboat properties. Moreover, Eldorado, VICI REIT,8 and GLPI, which is another REIT, have agreed not to9 file any new restrictive covenants in Atlantic City

10 and to make land parcels outside of the footprint of11 their current property available to the construction12 of a new casino or an expansion of an existing casino13 in Atlantic City.14 And finally, Dr. Perry's report also15 states that it's important that the merging parties16 commit to a program of investment and upgrades to17 their Atlantic City hotels. As a condition of the18 merger, I understand that Eldorado has agreed to spend19 at least $4 million in capital expenditures for its20 Atlantic City properties over a three-year period.21 Q. So did the FTC raise any the of the22 concerns that were outlined in Dr. Perry's report?23 A. To my knowledge, the FTC didn't raise24 the concerns put forth by Dr. -- by Professor Perry.25 Q. Did the Federal Trade Commission agree

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1 ITEM NO. 14 - WATTS2 with your conclusion regarding the Atlantic City3 market?4 A. So the Federal Trade Commission -- they5 didn't require any asset divestitures or other6 conditions relating to Atlantic City. And the FTC's7 general practice when it doesn't have a divestiture or8 other remedies is not to provide a detailed9 explanation of their decision. And that was the case

10 in this matter, so they didn't provide an explanation11 of their decision or their reasoning as it relates to12 Atlantic City. But their -- their decision does13 indicate that they concluded that the merger would not14 about substantially reduce competition in the relative15 market that includes Atlantic City.16 Q. So, Dr. Watts, what's your overall17 conclusion regarding undue concentration in Atlantic18 City with this merger?19 A. So my overall conclusion is that the20 merger would not result in undue economic21 concentration in Atlantic City.22 Q. I'm going to read to you language from23 the Casino Control Act, Section 82, and it says: No24 person shall be issued or be the holder of a casino25 license if the issuance or the holding results in



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1 ITEM NO. 14 - WATTS2 undue economic concentration in Atlantic City casino3 operations by that person. For the purpose of this4 subsection, undue economic concentration means that a5 person would have such actual or potential domination6 of the casino gaming market in Atlantic City as to7 substantially impede or suppress competition among8 casino licensees or adversely impact the economic9 stability of the casino industry in Atlantic City.

10 Do you have a conclusion regarding that?11 A. Yes. My conclusion is that the merger12 would not result in undue economic concentration as13 defined in the Act according to the language that you14 just read.15 Q. And I think you said it earlier, but16 looking at the broader market, in addition to the17 criteria set forth in the Casino Control Act, what's18 your conclusion overall regarding the broader market?19 A. Yeah. So regarding the broader market,20 my conclusion is that the proposed merger would not21 substantially reduce competition in the relevant22 market that includes Atlantic City.23 Q. Dr. Watts, the two reports you prepared24 were prepared before you were aware of any of the25 commitments or the conditions that New Caesars has now

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1 ITEM NO. 14 - WATTS2 made and agreed to regarding the fostering of3 competition that you talked about previously; correct?4 A. That -- that's correct.5 Q. And these are the conditions regarding6 the removal of deed restrictions, that New Caesars7 won't permit any new deed restrictions to be held or8 attached, and they've agreed not to block development9 or expansions of new casino projects. None of that

10 was considered in your evaluation; correct?11 A. That's right.12 Q. Now that you're aware of those13 conditions, how does that, if it does, change your14 view regarding the effect of this merger on Atlantic15 City?16 A. So, it doesn't change the bottom-line17 conclusion of my reports that the merger would not18 result in undue economic concentration. But I do19 think that these conditions can be viewed as an20 additional pro competitive benefit of the merger21 because they would create more opportunities for entry22 or they would reduce costs for certain existing23 opportunities for entry or expansion.24 Q. Thank you.25 MR. SCHRIER: That's all I have,

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1 ITEM NO. 14 - WATTS2 Chairman.3 CHAIR PLOUSIS: Thank you.4 Ms. Richardson? Your witness.5 MS. RICHARDSON: Thank you, Chairman.6 Good morning, Chairman Plousis and7 Commissioner Cooper, and good morning Dr.8 Watts.9 THE WITNESS: Good morning.

10 CROSS-EXAMINATION BY MS. RICHARDSON:11 Q. You mentioned in some of the post-report12 items that you looked at and did additional review of13 that you evaluated the potential impact of COVID-19.14 What specifically did you do there?15 A. Sure. So I haven't done a specific16 evaluation. I think the question was whether I had17 considered it? So I -- you know, I have considered18 it. I think there's -- you know, right now there's19 not a lot of data available to do an analysis. For20 example, you know, the second quarter financial report21 from the DGE, you know, isn't available now, and I22 don't think it will be available for another month.23 Q. And you also discussed that the FTC has24 approved the merger; is that correct?25 A. That's correct.

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1 ITEM NO. 14 - WATTS2 Q. And while they did vote in favor of it,3 that wasn't a unanimous decision. Are you aware of4 that?5 A. That's correct. There was one6 commissioner that wrote a dissent in that decision.7 Q. And looking at your slides on this, the8 information is also included in your report, your9 initial report, you noted that the overall HHI for

10 2017 was higher than the HHI was here after the merger11 if it's approved; is that correct?12 A. That's correct.13 Q. And in 2017, you're aware that the14 number of casinos was seven, and that was a result of15 four casino closures in 2014 and one in 2017?16 A. Yes. That -- those -- those dates and17 number of closures sound -- sound correct to me.18 Q. Are you aware that in 2014, then the19 Atlantic Club, Revel as it originally was, Plaza and20 Showboat shut down?21 A. Yes. I'm aware of that.22 Q. And then in 2017, Taj Mahal closed?23 A. Yes.24 Q. So the overall statistics for 2017 were25 not the result of any mergers or other transactions



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1 ITEM NO. 14 - WATTS2 through which the Commission addressed by request of3 approval for a merger as is the case today?4 A. That's right. So 2017 statistics aren't5 meant to be something of -- you know, a decision6 resulting from the Commission. But I think they are a7 useful benchmark to look at because, you know, one of8 the other things that I talked about is, we looked9 over the recent history of Atlantic City. There's

10 been a number of changes in concentration such as the11 ones that you just talked about of closing of casinos12 and others that resulted --13 Q. And you also noted --14 A. Oh, go ahead.15 Q. I'm sorry. I think your video was16 delayed there. Did you have something else to say?17 A. Yeah. So I was just saying that there's18 been a number of changes. And throughout the -- you19 know, throughout the recent period, I haven't seen a20 relationship between those changes in HHI and21 different price measures. And so if we look at 201722 and the market is operating competitively in 2017, it23 seems that's a good benchmark to consider in24 evaluating this merger now.25 Q. And with those benchmarks you also noted

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1 ITEM NO. 14 - WATTS2 that the overall HHI for 2015 after the Icahn group3 acquired Taj Mahal and then therefore became a4 two-facility operator, was higher also than the HHI5 which would be encountered if this merger is approved;6 is that correct?7 A. That's correct.8 Q. And in that case, it was a transaction9 seeking to allow a single operator to move to two

10 operations while at the same time Caesars11 Entertainment was already a three-facility operator;12 is that correct?13 A. Yes. Those facts sound right.14 Q. So while the overall HHI increased, the15 largest multi-casino operator as Caesars Entertainment16 remained as it was; is that correct?17 A. That's right. So the restructuring of18 the Taj Mahal didn't affect the size of Caesars.19 Q. So Caesars Entertainment with three, and20 then you have the Icahn group with two, after that was21 approved by the Commission, was in second place, and22 that was in the market of eight casinos; is that23 correct?24 A. Yes. I -- I believe that -- that's25 correct.

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1 ITEM NO. 14 - WATTS2 Q. And you've discussed your consideration3 of the overall geographic market being warranted as4 considered larger than Atlantic City; is that correct?5 A. That's right.6 Q. And with Atlantic City being the only7 gaming spot in New Jersey, doesn't that not present a8 unique market in of itself?9 A. So -- so not necessarily. You know, the

10 boundaries of an antitrust market don't necessarily11 conform to, you know, state boundaries or county12 boundaries. You know, one of the important facts in13 my consideration was looking at the players who played14 in Atlantic City and where they come from. And I15 think there's a table in my first report that shows16 that only five percent of the rated theoretical win17 for Atlantic City casinos is coming from players that18 actually live in the Atlantic City metropolitan area.19 So that means, you know, the balance is coming from20 players outside of that area. And, you know, the21 largest sources of players for the Atlantic City22 casinos are the New York City area and the23 Philadelphia area.24 Q. And the statutory factors that you've25 addressed summarized on the slide here, No. 2, the 11

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1 ITEM NO. 14 - WATTS2 factors, as well as the other statutory3 considerations, include all the factors that are4 related to data that necessarily comes from New Jersey5 casinos; isn't that correct?6 A. So I -- I think -- I guess, you know,7 the first three factors, you know, when they're8 talking about shares. My understanding is those are,9 you know, shares of -- you know, shares within

10 Atlantic City. A number of these other factors have11 to do with Atlantic City, although, you know, I think12 several of them are essentially influenced by things13 that are going on outside of Atlantic City.14 And then the 11th factor is really, you15 know, allows the Commission to consider any other16 evidence that they deem to be relevant. So I think,17 you know, potentially that could include considering18 the competitive from beyond Atlantic City.19 Q. And you've mentioned -- Mr. Schrier20 questioned you about your conclusions overall in21 different forms throughout your testimony. You've22 concluded that there is no undue economic23 concentration implicated by the merger transaction;24 correct?25 A. That's right.



46

1 ITEM NO. 14 - WATTS2 Q. And your first amended report that you3 issued in May of 2020 indicates that the proposed sale4 of Bally's Atlantic City would reduce the post-merger5 HHI in a material way; is that correct?6 A. That's right.7 Q. You mentioned also that you had reviewed8 Dr. Perry's report that he prepared dated May 27,9 2020.

10 A. Yes, I have.11 Q. Do you recall in that report that Dr.12 Perry has a calculation of the average HHI based on13 several divestiture scenarios?14 A. Yes. I remember that there's a part of15 his report where he looks at -- I think, you know,16 potentially divesting any of the individual casinos17 currently cold by Caesars or Eldorado, as well as, you18 know, maybe some -- some divestitures would involve19 combinations of casinos.20 Q. And in making those comparisons, if you21 recall reviewing that table, as well as the narrative22 itself, a sale of Bally's essentially has the lowest23 impact on reducing the average HHI; is that correct?24 A. Yeah. That's correct. You know, I25 should point out that those calculations are based on

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1 ITEM NO. 14 - WATTS2 essentially the current sales or whatever other3 current metrics exist for those casinos. And that4 might not be an indication of -- or the best measure5 of, you know, how Bally's or any other domestic6 property would perform if it were in the hands of a7 different operator and a new entrant to Atlantic City.8 Q. Well, you calculated the resulting HHI9 from a sale of Bally's; is that correct?

10 A. That's correct.11 Q. So while the resulting HHI is slightly12 different between Dr. Perry's divestiture scenario of13 Bally's and yours where yours actually is a little bit14 higher, it is still regardless the lowest HHI15 difference among the different possibilities of a16 divestiture?17 A. Yeah. I -- I agree with the point that18 you're trying to make -- or I think what the point19 you're trying to make is, you know, if you calculate20 HHI using historical performance statistics of, you21 know, different casinos, then divesting Bally's is22 going to have less of an impact than divesting other23 properties because Bally's historical, you know,24 performance is -- or historical share of, you know,25 revenue or some other measures is lower than some of

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1 ITEM NO. 14 - WATTS2 these other properties. So I think I was making a3 slightly different point, in that if you're trying to4 figure out how would a casino perform once it's5 divested, that may look different than what it's6 historical performance has been like -- and in fact,7 you know, that's something we saw when Hard Rock and8 Ocean entered, you know, both of those were able to9 perform significantly better than their predecessor

10 properties had.11 Q. I think in these general analyses,12 wouldn't you agree, though, that you don't have the13 opportunity to hypothesize how statistics may change14 under a different owner? You have to rely on that15 data?16 A. So I -- I guess I would say, you know,17 the HHI is using the historical data, are certainly a18 helpful way of looking at things. But you know, I19 wouldn't rule out considering factors that -- you20 know, that a different operator would do. In fact,21 the entire exercise of conducting, you know, a22 competitive effects analysis for a merger is really23 you have to hypothesize how would things be different24 in the future under some ownership combination of25 casinos that we haven't, you know, observed before.

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1 ITEM NO. 14 - WATTS2 So, you know, he haven't observed before a single3 company controlling the combination of casinos that4 New Caesars would after this merger. So we have to,5 you know, use evidence and economic theory to think6 about that and do the same thing with regard to a7 divestiture.8 Q. And to your knowledge, the sale of9 Bally's is pending. That has not yet been approved;

10 is that correct?11 A. Yes. That's correct.12 Q. You have noted in your report that one13 of the criteria for conducting an undue economic14 concentration analysis is considering barriers to15 entry; is that correct?16 A. That's correct.17 Q. And Mr. Schrier discussed with you18 different conditions that the Division has proposed in19 the event this merger is approved. Are you aware of20 that?21 A. Yes. I'm aware of those conditions.22 Q. So are the presence of deed restrictions23 prohibiting casino gaming on potential sites barriers24 to entry?25 A. You know, they are not necessarily



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1 ITEM NO. 14 - WATTS2 barriers to entry in and of themselves because, to the3 extent that there are other sites available, you know,4 casinos could enter there and, you know, casinos have5 entered in the past. So I think you could say they6 are a barrier to entry to entering onto, you know,7 those specific plots of land that they -- that they8 apply to.9 Q. So you'd agree that exerting control

10 over future possible casino sites would be barriers to11 entry as well; correct?12 A. Yes. In the same -- in the same sense13 that I discussed for, you know, the current covenants.14 Q. And in speaking about the proposed15 conditions that the Division has prepared in the event16 the Commission approves the merger, you indicated your17 agreement with those avenues to further be pro18 competitive measures; is that correct?19 A. Yeah. So if you're referring to -- for20 example, the, you know, commitments to capital21 expenditures -- well, actually, is that what you're22 referring to?23 Q. I was referring specifically to the24 areas that we just discussed, the deed restrictions25 and exerting control over potential future sites?

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1 ITEM NO. 14 - WATTS2 A. Yes. I agree that that -- those -- you3 know, those conditions would be pro competitive.4 Q. But you did not encourage any pro5 competitive measures of that -- either of those types6 in your reports; correct?7 A. No, I do not.8 Q. Thank you.9 MR. RICHARDSON: I have no further

10 questions.11 CHAIR PLOUSIS: Thank you.12 Mr. Schrier?13 REDIRECT EXAMINATION BY MR. SCHRIER:14 Q. Dr. Watts, I think if I'm trying to15 crystallize what you were driving at with your16 questions from Miss Richardson. I think what you were17 saying was even though Bally's is the property that is18 being sold and that's where the agreement is, in Dr.19 Perry's report where he said, well, you could sell20 Caesars or you could sell Tropicana or you could sell21 Harrah's and there might be a different outcome. Was22 it your point that it really depends who acquires that23 property. Because you could -- you could sell24 Tropicana, but the new owner of Tropicana that25 acquires it might not pay attention to operations or

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1 ITEM NO. 14 - WATTS2 performance. And, therefore, that same poor3 performance that was evidenced by Bally's could occur4 there. So that there really we're trying to predict5 the future here in determining economic concentration6 and how the market will react. Is that -- is that7 fair to say?8 A. Certainly. You know, the impact of9 putting Bally's in the hands of a new operator or

10 putting any casino in the hands of a new operator is11 going to depend on, you know, how that operator12 decides to use that asset to compete in the market.13 And, you know, if they operate it differently,14 than the past owner, past operator, then they may15 achieve different performance, for better or for16 worse.17 Q. I think you noted for example, the Hard18 Rock situation where that facility was sold and at a19 pretty reasonable price, I would say, and the new20 owner expended substantial sums of capital. And as a21 result we have seen substantial uptick in their22 performance; is that correct?23 A. Yes. The -- you know, the Hard Rock24 entry has been -- has been very successful and, you25 know, certainly has performed better than its

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1 ITEM NO. 14 - WATTS2 predecessor.3 Q. Just one last question. You were asked4 whether or not the FTC had a unanimous decision or5 there was a dissent, and I think you indicated that6 there was a dissent; correct?7 A. That's right.8 Q. And that was Commissioner Chopra; is9 that right?

10 A. That's -- yes. That's right.11 Q. And to your knowledge, did that dissent12 address in any way any of the issues pertaining to13 Atlantic City?14 A. No. You know, as I read the dissent, it15 didn't relate to, you know, anything to do with16 Atlantic City specifically. It was -- it was more17 concerned with really the remedies that are required18 in other parts of the country. So the divestitures19 that are required in Lake Tahoe and Bossier City and20 the process that, you know, that the Commission had21 gone through to approve those divestitures.22 Q. Thank you. That's all I have.23 CHAIR PLOUSIS: Thank you.24 Ms. Richardson?25 MS. RICHARDSON: Just one question.



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1 ITEM NO. 14 - WATTS2 CROSS-EXAMINATION BY MS. RICHARDSON:3 Q. Dr. Watts, we've gone over already that4 the Horizontal Merger Guidelines are useful -- have5 been considered useful by this Commission in the past6 as utilized by the Department of Justice and the7 Federal Trade Commission; is that correct?8 A. That's correct.9 Q. Nevertheless, though, with the statutory

10 criteria in our Casino Control Act, we're doing an11 undue economic concentration analysis for the12 Commission to make a finding on that, not exactly an13 antitrust determination as the Federal Government14 would; is that correct?15 A. So, I guess I would agree that -- yes,16 it's not the same criteria as -- as the FTC or the DOJ17 would use to evaluate a merger. I think there is an18 antitrust element to it. I mean, certainly the undue19 economic concentration language and criteria do20 describe competitive and competitive conditions so I21 think there's an antitrust element to it. But I agree22 that the standard is different. It's defined23 differently than the standard that is used in, you24 know, a merger proceeding before the FTC, for example.25 Q. Thank you.

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1 ITEM NO. 14 - WATTS2 MR. RICHARDSON: I have no further3 questions.4 CHAIR PLOUSIS: Thank you.5 MR. SCHRIER: One followup, Mr.6 Chairman, if I may.7 CHAIR PLOUSIS: Yes.8 REDIRECT EXAMINATION BY MR. SCHRIER:9 Q. Under either of those particular tests

10 or methods of determining competition, whether it's11 the Casino Control Act criteria or the FTC's criteria,12 your conclusion is still the same, is it not?13 A. That's correct.14 MR. SCHRIER: Thank you.15 CHAIR PLOUSIS: Thank you.16 Commissioner Cooper?17 COMMISSIONER COOPER: Thank you. Dr.18 Watts, thank you for joining us today and19 participating in this. I have some questions20 for you.21 At the beginning when you stated your22 educational background and went to college, et23 cetera, et cetera. I don't mean et cetera, et24 cetera, but you mentioned that you teach25 microeconomics; is that correct?

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1 ITEM NO. 14 - WATTS2 THE WITNESS: That's right. When I was3 a graduate student, I taught in courses in4 microeconomics.5 COMMISSIONER COOPER: Okay. Could you6 explain what exactly is microeconomics?7 THE WITNESS: Sure. So microeconomics8 is -- I guess there's two broad categories of9 economics. There's microeconomics and there's

10 macroeconomics. Microeconomics has to do with11 decision-making by individual actors. So we12 can think of individual actors as being13 consumers, and they are choosing, you know,14 what product to buy or what jobs they have or,15 you know, how much schooling they have. So16 that would be a microeconomics question. And17 it also includes decisions made by firms. So,18 you know, how do firms set prices? How do19 firms decide how to introduce a new product?20 How do they interact with each other? So all21 of those questions are covered by22 microeconomics.23 COMMISSIONER COOPER: Okay. Very24 interesting. Because I heard the word, and I'm25 like, well, I'd like a little bit -- little bit

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1 ITEM NO. 14 - WATTS2 more of explanation. Thank you so much.3 Keeping in that thought of a little4 more, explanation and background, I know I5 have -- again, my personal background. Or I've6 read the documents. I've read the reports.7 And I am -- I'm going to say intrigued by8 the -- and I hope I'm pronouncing this9 correctly, the Herfindahl-Hirschman Index.

10 Again, I know what I've read. And the11 importance of this index is -- again, it's used12 to access the impact of mergers and13 acquisitions. There are 11 guidelines; am I14 correct?15 THE WITNESS: That's right. So for16 measuring the HHI, you know, in the Casino17 Control Act, there are 11 different metrics of18 performance that are, you know, meant to be19 used to assess shares and the HHI.20 COMMISSIONER COOPER: And if you would,21 just -- and again I'm going to say maybe in22 layman's terms. Would you just state those 1123 guidelines?24 THE WITNESS: Sure. So if -- bear with25 me. I need to get my table here.



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1 ITEM NO. 14 - WATTS2 COMMISSIONER COOPER: Okay.3 THE WITNESS: So there's -- there's, I4 guess, 11 statistics in total that -- that I5 used and that are generally used in these undue6 concentration proceedings to measure shares and7 HHIs. And they can be thought of as divided8 into two categories. So some categories have9 to do with kind of the physical facilities that

10 the casinos have. And others have to do with11 operational measures.12 So the facilities statistics include the13 gaming square footage of the casino. The14 number of hotel rooms that each casino has.15 The number of slot machines. The number of16 table games. The number of employees. And17 then just a count of the number of casinos. So18 that's --19 And thank you for bringing my slide up20 here.21 So that -- those statistics are kind of22 the top half of the table. And then the bottom23 half of the table looks at actual, you know,24 outcomes. So revenue-based or wager-based25 outcomes. So those include the slot machine

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1 ITEM NO. 14 - WATTS2 handle, the table game drop. So both of those3 are measuring, you know, wagering activity.4 The slot machine win, the table game win. And5 then the overall net revenue for a casino. So6 we look at all -- all 11 of those different7 categories.8 COMMISSIONER COOPER: Okay. And again,9 I appreciate that. Again, I've read, but just

10 to, shall we say, explain the list. It's11 great. I appreciate that.12 With that -- with that, my curiosity,13 who are or who were Herfindahl and Hirschman?14 Or what is the origin? Who are these two15 people? Or who -- where do we get these two16 names from?17 THE WITNESS: Yeah. So they were two18 economists, and I think they were, you know,19 active in the early 1900s. And they -- I think20 maybe -- I can't remember if they came up with21 this concept independently from one another or22 jointly with each other, but they did come up23 with this way -- this index that's now commonly24 used to measure concentration. And the way25 that they came up with calculating is, first

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1 ITEM NO. 14 - WATTS

2 you calculate the share of all the participants

3 in a given industry, and then you add up the

4 square of the shares. So you get an index that

5 ranges from, you know -- there could be near

6 zero if there are very many small competitors

7 up to 10,000 is there is a single competitor

8 because that would be a hundred percent, you

9 know, if the square is 10,000. So it's an

10 index that, you know, is one way to quantify

11 competition.


13 My next question, I'll present it to

14 you. There are actually a few parts, but I'll

15 ask the whole question, and you can answer

16 however you feel comfortable, let's say.

17 You presented documentation,

18 information, details today about the upcoming

19 merger. You've mentioned -- you discussed the

20 words "horizontal merger," competition with

21 competitors. My question for you is, I would

22 like to get your opinion -- okay. We're

23 talking about casinos in Atlantic City. But

24 I'd like your opinion, if you would, on other

25 potential attractions in Atlantic City and

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1 ITEM NO. 14 - WATTS2 other operators in Atlantic City.3 Case in point, okay? And this is --4 we're talking about the casinos, but I would5 say a few months ago there was a story in6 Atlantic City, I don't know if you've heard,7 but there was a story about a gentleman by the8 name of Bart Blatstein. He owns the Showboat,9 but he's talking about building this $100

10 million water park attraction, et cetera, et11 cetera, for Atlantic City, gaging or12 emphasizing on family entertainment. Okay?13 So my question here is what is -- again,14 what is your opinion on the impact of other15 attractions, other operators in Atlantic City?16 Do you think it's -- is it -- is this17 necessary? Are families important to Atlantic18 City? Do we just have the casinos with what19 they offer? Or do we need other attractions?20 I'm going to say noncasino attractions.21 And again, something that really I don't22 want to say hasn't been focused on today, but23 with your background -- your extraordinary24 background -- I'd like to get your viewpoint on25 other -- other attractions in Atlantic City.



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1 ITEM NO. 14 - WATTS2 THE WITNESS: Sure. Well, I think you3 know, if you're thinking of Atlantic City and4 its, you know, wellbeing overall, then I do5 think there are benefits to, you know,6 diversifying in a sense the number -- you know7 the types of attractions or the types of --8 types of things that are offered. There's9 also, I guess, a consideration if -- even if

10 you're primarily focused on the casino industry11 and the, you know, the wellbeing of the casino12 industry and the customers of casinos, in that13 there's a relationship between casinos and14 other types of attractions. So economics would15 call, you know, casinos and water parks or16 casinos and other attractions complements17 because the more demand there is for casinos,18 the more demand there will be for these other19 things. And the more demand there is for a20 water park who bring in customers who will also21 patronize -- patronize casinos.22 You know, I think one of the reasons23 that Atlantic City was and is the, you know,24 the gaming destination that it is, is because25 of, you know, an important other amenity that

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1 ITEM NO. 14 - WATTS2 it has, which is the waterfront, beach, the3 boardwalk. It was a good place to have casinos4 because it had these other entities already.5 COMMISSIONER COOPER: Okay. Thank you.6 And one other -- talking about gaming.7 I'm just wondering. Was internet gaming a part8 of your evaluation, studies? Was it something9 that was included, considered? Or was that

10 just a separate issue?11 THE WITNESS: Yeah. So --12 COMMISSIONER COOPER: Pardon me.13 Separate issue. Does internet gaming have an14 impact on what's being presented today?15 THE WITNESS: So internet gaming -- you16 know, I just went through the 11 metrics. And17 the 11 metrics don't include a specific measure18 for internet gaming, but it was something that19 I considered. The way that internet gaming20 works in New Jersey, as you are aware is that,21 you know, all of the casinos can have licenses22 for online gaming. They can offer online23 poker. They can offer online slots. They can24 offer online table games. And more recently,25 they can offer online sports betting. And

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1 ITEM NO. 14 - WATTS2 sports betting, in addition to the casinos3 being able to offer sports betting, and the4 racetracks can offer sports betting.5 So I think excepting the effect -- by6 looking at concentration of casino statistics7 does a good job of thinking about, you know, is8 there an undue concentration in internet9 gaming? And one other feature of internet

10 gaming is, the way that internet gaming license11 works is, you know, you've got the license.12 But then you can allow more than one operator13 to have what are skins that operate on your14 license. So, you know, I might be a casino.15 I've got a license. I have my own, you know,16 casino.com website we can go to, internet17 gaming companies, but I have other companies18 that come under my license and offer their own19 gaming options. So there's actually a higher20 number of competitors and options for internet21 gaming in New Jersey than there are for brick22 and mortar gaming.23 COMMISSIONER COOPER: Okay. Thank you24 very much.25 Mr. Chairman?

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1 ITEM NO. 14 - WATTS2 CHAIR PLOUSIS: Thank you, Commissioner3 Cooper.4 Dr. Watts, have you done any other work5 in the Atlantic City market?6 THE WITNESS: No, I haven't. This is7 my -- I guess my first time to do a competitive8 analysis of Atlantic City.9 CHAIR PLOUSIS: Thank you.

10 COVID-19, do you see that -- the11 Atlantic City market bouncing back better than12 other markets or worse?13 THE WITNESS: You know, I think -- I14 think that's a very hard question to answer.15 And it's hard because I think we don't fully16 know yet, you know, what's going to happen,17 when things are going to improve, if things are18 going to get worse again, when they are going19 to get worse again. So I think it's a very20 hard question to answer.21 You know, one thing I'll say, I live22 in -- I live in New York City. That's where I23 am right now. So, you know, I'm very aware of24 how things have been going on locally in New25 York and in New Jersey. And while this region



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1 ITEM NO. 14 - WATTS2 was, I guess, you know, initially one of the3 hardest hit areas by the coronavirus, I think4 we're also seeing now some of the, you know,5 kind of most successful responses in terms of6 managing the virus and, you know, turning7 things around. So I'm not sure how that will8 interact with, you know, with the demand for9 Atlantic City casinos or, you know, operation

10 of Atlantic City casinos. But I think it's --11 I think it's a good sign for the region in12 general if we can, you know, kind of maintain13 the way that things are currently going.14 CHAIR PLOUSIS: Thank you.15 How critical do you think the sale of16 Bally's AC is to eliminate undue economic17 concentrations?18 THE WITNESS: So, you know, my view is19 that really the sale was not necessary to20 prevent undue economic concentration. But at21 the same time, I think it certainly will, you22 know, increase the level of competition23 compared to -- or I guess decrease24 concentration -- relative to what would happen25 without a sale because it's going to bring in a

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1 ITEM NO. 14 - WATTS2 new operator. If you're just kind of counting3 the number of operators before and after4 merger, it would be the same.5 And you're going to have somebody who's6 operating a casino, they've got other casinos7 in other states. And so they can, you know,8 use that -- use that knowledge and experience9 and also use that network to help promote their

10 business in Atlantic City.11 CHAIR PLOUSIS: Thank you. That's all I12 had, Mr. Watts. Thank you.13 THE WITNESS: Thank you.14 CHAIR PLOUSIS: Okay. Mr. Schrier, do15 you have any followup based on the questioning16 by myself or Commissioner Cooper?17 MR. SCHRIER: I do not, Mr. Chairman.18 CHAIR PLOUSIS: Ms. Richardson?19 MS. RICHARDSON: No. Thank you,20 Chairman.21 MS. FAUNTLEROY: Do you guys want to get22 started on Mr. Perry or take a quick break?23 CHAIR PLOUSIS: We can take an early24 lunch. We can take a half hour break right25 now.

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12 MS. FAUNTLEROY: Let me make sure3 because I think they had Dr. Perry queued up.4 Just want to make sure that --5 Tracy, are you there?6 MS. RICHARDSON: I'm here. I'm ready to7 proceed if the Commission wishes to. I see Dr.8 Perry is on the line, and he's ready as well.9 So leave it to your discretion.

10 MS. FAUNTLEROY: Okay. Whatever you11 want to do, Chairman.12 CHAIR PLOUSIS: I'm just thinking of the13 stenographer. We're almost in an hour and a14 half.15 MS. FAUNTLEROY: Okay. You want to take16 maybe 10 minutes for the stenographer? And17 then take quick break. And then we'll start18 Mr. Perry.19 MR. RICHARDSON: Sure. Thank you.20 MS. FAUNTLEROY: 11:30.21 CHAIR PLOUSIS: Thank you.22 (A recess was taken from 11:17 to 11:3023 a.m.)24 CHAIR PLOUSIS: Good afternoon. We're25 back.

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1 ITEM NO. 14 - PERRY2 Miss Richardson?3 MS. FAUNTLEROY: Make sure Mr. Schrier4 is there.5 CHAIR PLOUSIS: Mr. Schrier?6 MR. SCHRIER: Hello.7 MS. FAUNTLEROY: Okay.8 CHAIR PLOUSIS: Thank you.9 Miss Richardson, your witness, please.

10 MS. RICHARDSON: Thank you, Chairman.11 I'd like to call Dr. Martin Perry.12 CHAIR PLOUSIS: Mr. Nance, will you13 swear in Mr. -- Dr. Perry, please.14 M A R T I N K . P E R R Y , P h D , having been15 first duly sworn remotely, testified as follows:16 MR. NANCE: Please state your name for17 the record.18 THE WITNESS: Martin Perry.19 MR. NANCE: Thank you.20 DIRECT EXAMINATION BY MS. RICHARDSON:21 Q. Good afternoon, Dr. Perry.22 A. Good morning.23 Q. Would you please tell us about your24 educational background?25 A. I got my BA degree from the University



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1 ITEM NO. 14 - PERRY2 of Missouri, and then I went to graduate school for3 economics at Stanford and got my PhD there in 1976.4 Then I went to work for Bell Labs. And later in the5 early '80s, I went to law school at Rutgers University6 Law School at night and got a JDM, 1994.7 Q. And you mentioned that you worked at8 Bell Labs. Can you tell us some more about your9 employment background?

10 A. So I joined Bell Labs in January of 197611 and was there until the breakup in -- so that would be12 January 1984. That was an economic research group13 that had been started a few years before I joined.14 And so most of my -- sort of, you know, over half of15 my work was just doing economic research. And but16 some years there was some internal consulting projects17 to benefit the company.18 Then in 1984, I think in August, I19 joined a company called Bell Communications Research,20 which was part of the breakup of the Bell system. And21 it was also an economic research group -- not just22 economics, some other groups -- that was jointly owned23 by the seven regional Bell companies at that point in24 time. And I stayed there until 1989 when I joined25 Rutgers as a professor of economics.

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1 ITEM NO. 14 - PERRY2 I stayed at Rutgers for some 22 years.3 And then 2011 I came out here to be head of the4 Economics Department at the University of Illinois,5 and I've been here ever since. I have for nine years,6 but unfortunately, that that's going to end shortly.7 Q. And you have research experience as8 well; right?9 A. So I -- yeah. So I've done research on

10 various topics on vertical integration, vertical11 restraints, mergers, auctions. Those things. For the12 last nine years, I haven't been doing any research.13 I've been doing administrative work. So I hope to get14 back to some old topics soon.15 Q. And you frequently served as an advisor16 or an expert, haven't you?17 A. Yeah. I wouldn't say frequently18 relative to some of my friends in the profession. But19 I worked on various merger cases for the Department of20 Justice. And mostly from -- it's on my CV. Over a21 ten-year period. Most of the cases I worked on there22 were industrial product mergers. And since 1995 when23 I was first engaged by the Division to -- for the24 Trump acquisition of the -- what was the Regency25 Hotel, that's when I began writing reports for the

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1 ITEM NO. 14 - PERRY2 Division on casino mergers and acquisitions.3 Q. Can you tell us about the other times4 that you were retained by the Division as an expert?5 A. So 1995, that was the -- the Trump Plaza6 was -- had been running the Regency Hotel, and they7 were going to acquire it and reopen as a casino. So8 the issue there was reopening of that casino, the9 former Atlantis. And that didn't go well or for long,

10 but it wasn't really a controversial case because it11 was a reopening the casino. The tricky part was12 counting the casino in the old Atlantis Casino as part13 of the Trump Plaza Casino which required building an14 enclosure across the front of the Convention Hall.15 So the next merger case I worked on was16 five years later in 2000. That was the case in which17 the -- the Claridge had gone into bankruptcy, and18 there was an asset that going to be acquired. And19 Park Place was interested in acquiring the Claridge,20 as was the Sands. So it was a contentious hearing on21 which of those two parties would be approved by the22 Commission. And Park Place ended up being the23 ultimate acquirer. So in 2000 -- that was in 2000.24 2005 I was hired by the Division to25 write a report for the -- the Caesars/Harrah's merger.

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1 ITEM NO. 14 - PERRY2 Then I worked for some private parties, too, before3 that. With respect to that, 2010 was the last time I4 wrote sort of a report of -- you know, the statistics5 about the industry. But that was in the context of6 the Trump bankruptcy.7 Q. Uh-hum.8 A. I was hired by the debtor possession,9 basically the second lienholders who held about $2

10 billion worth of debt that had been issued a few years11 earlier, and they were proposing a reorganization.12 And Carl Icahn at the time was the owner of the13 Tropicana, and he was -- he was a holder of the first14 lien. And he was also proposing an alternative15 reorganization. And so I -- I -- that testimony was16 pretty simple. I just simply pointed out that if the17 Icahn proposal was adopted, there would have to be a18 hearing on undue economic concentration.19 Q. And you have prepared a report for this20 proceeding; is that right?21 A. Yes.22 Q. And just for purposes of the record,23 that report has been marked as Exhibit D-2 in24 evidence.25 Can you tell us what you were tasked



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1 ITEM NO. 14 - PERRY2 with for that report?3 A. Well, the task was just to evaluate4 whether this merger would create undue economic5 concentration and -- you know, and if there were the6 need to protect economic competition, what the7 possible alternative remedies might be.8 In the report I also updated all the9 prior tables and for -- from my prior reports.

10 Q. And it's been discussed this morning the11 Casino Control Act and the various categories that12 need to be considered in order to evaluate changes in13 the market share. You were present for Dr. Watts'14 testimony?15 A. Yes.16 Q. So how many criteria are there to17 consider?18 A. So there's the 11 criterion.19 Q. And in your report, did you note20 initially that you focused on five of those in21 particular?22 A. Yes.23 Q. And which ones were those?24 A. Well, two of the physical measures. So25 the casino square footage and the number of hotel

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1 ITEM NO. 14 - PERRY2 rooms. And then three there go to revenue and3 performance, net revenue table drop and slot machine4 drop.5 Q. Okay.6 A. Those are the five that I sort of chose7 to focus on early on in my earlier reports. And in8 those reports, I looked -- earlier, I looked -- in9 earlier years, I looked at the other measures and felt

10 that these five sort of best summarized both the11 physical and the revenue aspects of the industry.12 Q. So based on your past conclusion that13 those were the best summary, you still maintain that14 today and in your present report?15 A. Yes, I think so.16 Q. And does your focus on the five in17 particular as being representation versus the 11 in18 total, does that effect or alter your conclusions or19 analysis?20 A. I'm pretty sure not.21 Q. And neither view of those creates a22 particular favorable or unfavorable view for either23 Eldorado or Caesars. Would you agree with that?24 A. Your question is, is one particular25 measure more favorable or less favorable to the

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1 ITEM NO. 14 - PERRY2 merger? Is that what your question is?3 Q. Yes.4 A. I don't think so. Not dramatically.5 Q. And so as part of your analysis and6 preparation of your report, did you conduct analysis7 of industry concentration?8 A. Yes.9 Q. What method did you use to evaluate that

10 industry concentration?11 A. Well, I used -- like Dr. Watts, I used12 the merger guidelines, Herfindahl Index.13 Q. And what today is the current HHI of the14 Atlantic City market?15 A. Before the merger?16 Q. Yes.17 A. It's something in the neighborhood of18 2,000.19 Q. Could you tell us about the merger20 guidelines, what the particular thresholds are for HHI21 levels in relation to classifying the concentration of22 a market?23 A. Sure. Originally the first versions of24 the guidelines had lower thresholds. So up to 1,00025 was a unconcentrated industry. And then an 1800

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1 ITEM NO. 14 - PERRY2 was -- thousand to 1800 was a moderate concentrated.3 And over 1800 was a concentrated industry. Those were4 increased. I can't remember the exact year, within5 the last ten years, so that nonconcentrated industry6 would be measured by Herfindahl up to 1500. And then7 2500 -- the 2500 would be a moderately concentrated.8 And over 2500 would be a concentrated industry.9 I saw that gradual evolution when I was

10 the Chief Economist of the Federal Communication11 Commission. We were evaluating a large merger in the12 wireless industry, and 2500 was informally used as the13 cutoff for when the -- the Federal Communication14 Commission, which had joint authority over the merger,15 was usually when they would start worrying about the16 merger. In local markets. Right.17 Q. So you said up to 2500 would be18 moderately concentrated and over 2500 would then be19 highly concentrated?20 A. That's their -- yes. That's their21 definitions of the merger guidelines.22 Q. So you said that the current market in23 Atlantic City as exists today before and if the merger24 is approved, the market -- the HHI is around 2,000. I25 think you had calculated in your report that it was an



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1 ITEM NO. 14 - PERRY2 average of 1944. So that number is considered3 moderately concentrated right now?4 A. Yes.5 Q. So what do the 2010 merger guidelines6 say about changes in overall HHI as a result of a7 transaction?8 A. Well, you're asking a question about9 basically the magnitude of the merger. So these are

10 the deltas as a change from the Herfindahl to the11 pre-merger to the post-merger. And basically that's12 trying to get at is this -- the industry could be, you13 know, moderately concentrated or highly concentrated14 but it could be a small merger. So the HTs wouldn't15 worry about a small merger, and only increase the16 Herfindahl by small amounts. So, you know, I forget17 the numbers in the older guidelines. I think they18 were -- well, I think the new guidelines of the merger19 in a moderately concentrated industry is over -- well,20 in a concentrated industry, it's over -- well, it's in21 my report. Over presumptively, okay, up to a hundred.22 But if it's over 200, then certainly, you know, going23 to worry about a more complete analysis of other24 aspects, barriers to entry, and things like that.25 Efficiencies.

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1 ITEM NO. 14 - PERRY2 Basically saying that even in a highly3 concentrated industry, a small acquisition is not4 going to raise enough concerns to go into a very5 detailed analysis of efficiencies and barriers to6 entry.7 Q. So are you saying if there's a change in8 the overall HHI of more than 200 resulting from a9 merger that, warrants particular scrutiny and could

10 change other factors?11 A. Yeah. I think that's the number. I'd12 have to check my report, you know.13 Q. And with the pending merger as its14 overall HHI that would result across all the15 categories in the merger was approved?16 A. Say it again? What would the delta be17 across these categories?18 Q. The total -- well, both. The total HHI,19 and then tell us what the delta is.20 A. I think the HHI would move somewhere21 around 2500. And the deltas -- I'd have to look up22 the deltas from my report. Let's see if I can23 calculate them.24 I can't quite remember. Well over 200.25 You want me to look them up?

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1 ITEM NO. 14 - PERRY2 Q. Well, in your Figure 19 on Page 61 of3 the report, calculated the post-merger HHI average as4 at approximately 2641. So that delta there is listed5 as 697.6 A. Right. Yeah. I see it.7 Q. That's correct?8 A. Yeah. Yes.9 Q. And in your report you discuss industry

10 concentration by reviewing trends as well, not just11 the statistical calculations; is that right?12 A. Yes.13 Q. So for industry performance, can you14 tell us about what trends you have seen?15 A. You want me to go back to the beginning?16 So.17 Q. Well, the trends in particular that18 you've seen --19 A. The Herfindahl. Yeah.20 Q. -- from performance that resulted in21 benefits to consumers?22 A. Well, the trends in Herfindahl's or23 trends in performance?24 Q. Trends in performance.25 A. Performance. Okay. Well, the -- in my

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1 ITEM NO. 14 - PERRY2 report I define sort of various periods. You know,3 sort of nothing is perfect, but I think they help4 conceptualize certain parents of the industry. And5 during the early periods, certainly up to -- from the6 beginnings, the -- the slot percentage declined7 rapidly with the entry of -- from the entry of Resorts8 until 1984 or '85 when there were ten independent9 casinos. That continued to decline for the period of

10 the '90s and up until the middle of 2005 or something.11 I'd have to look at my exact numbers. And since then,12 it's been pretty stable, depending on the denomination13 or the average. And even gone up a little bit in14 recent years.15 Q. And how about their relationship of16 competition to slot percentages?17 A. Well, the way I would interpret this is18 that you're not going to get an exact change in one19 year of the Herfindahl as a result of a merger. It is20 not going to be immediately reflected in -- say21 Herfindahl goes up and an increase in slot percentage22 or if a Herfindahl goes down for some reason in23 entries. But the trend is showing that in respect to24 slot percentages that during the periods where there25 was the most competition is roughly reflected by the



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1 ITEM NO. 14 - PERRY2 Herfindahl Index is -- those were the periods in which3 we saw dramatic at the beginning and then modest4 declines in the slot percentages.5 Q. And what conclusion do you draw as to6 increases in competition and how that relates to slot7 percentages?8 A. Well, so that's I sort of tried to9 explain it a second ago. What my conclusion is, is

10 that during the periods in which we had more11 independent operators and as reflected by lower12 Herfindahls, those were the periods in which we got13 benefits of lower slots percentages. And during the14 periods. The more recent periods since -- mostly15 since 2005, the slot percentages were sort of stable16 and then sort -- and had been drifting up. I think if17 you look at the average slots -- it's summarized in18 one of the tables -- slot percentages dropped about19 eight percent overall. Up until 2005 or so. And then20 sort of crept up to nine percent since then.21 Q. So it's fair to say from what you're22 telling us that if there's an increase in competition,23 that's going to lead to lower slot percentages and24 benefit the customers?25 A. Well, you know, I wouldn't -- you know,

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1 ITEM NO. 14 - PERRY2 I'm not disagreeing with Dr. Watts, but I wouldn't3 sort of expect that if I have an immediate change in4 the Herfindahl because of a merger that there would be5 an immediate response in terms of higher slot6 percentages or vice versa. But what I really -- what7 my observation really is from the data is that during8 the periods in which the Herfindahl was low, and there9 were more independent operators, that's the period in

10 which we got better performance in terms of lower slot11 percentages.12 Q. And how about the same effects when it's13 looked at with regards to promotional spending?14 A. Well, promotional spending is a15 harder -- harder to -- to infer. I mean, it's -- I16 mean, promotional spending is -- I mean, I have to17 look at my report. But promotional spending is --18 is -- well, let me glance at my report. I just did,19 but. (Reviewing.)20 Q. Page 33, I believe, that you address21 this particular area.22 A. Okay. So I have a table on Page 34.23 Okay. So if you look at the trends, if you divide24 the promotional expenses by the casino drop, so you're25 having some major of the -- gaming activity and the

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1 ITEM NO. 14 - PERRY2 promotional trends or the promotion losses that are3 associated with that. I mean, you have sort of an4 interim period after the initial burst of opening of5 casinos is kind of flat, maybe declining slightly.6 And then the more recent periods from, say, the early7 2000s is going up. But part of the reason that this8 percentage is going up is that the casino drop is9 declining during this period. So promotional

10 allowances are actually declining in -- in dollar11 terms in recent periods. But the percentage of the12 casino drop is -- is going up because the denominator13 of this -- of casino drops, the denominator is14 declining.15 So it's a little hard to infer that much16 about this, I think. The fact that promotional17 allowances are going down could be -- could be a18 competitive issue but it could be because there's19 less -- less -- less visitors and less gambling. And20 thus fewer opportunities to give promotional21 allowances to customers.22 Q. Did you also look at the trends in23 casino win per square foot?24 A. Yes. Yeah. That's -- that's one of25 the -- which I found one of the most interesting

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1 ITEM NO. 14 - PERRY2 things to look at with respect to performance of the3 casinos.4 Q. What trends did you find in that area?5 A. Well, there's been a general decline in6 the casino win per square foot since the Great7 Recession began. But that's not surprising because8 of -- just -- fewer -- fewer gamblers. The -- what9 you see is that -- when somebody opens a large casino,

10 for example, like the Wild Wild West, and that casino11 underwent per square foot declines, but what you want12 to look at is over longer periods of time, you would13 expect the casinos with a higher casino win per square14 foot would be the ones that would invest in new casino15 space, which may have to be matched up with new16 hotels. And those with lower casino wins per square17 foot are the ones that won't have an incentive to18 invest.19 In my earlier reports in 2005, I -- you20 know, I think I discussed as certainly 3,000 or $350021 per square foot per year was kind of a cutoff that,22 you know, casinos that had casino win per square foot23 higher than that would be having incentives to make24 investments, and casinos lower than that would not.25 But now the casino win per square foot is much lower



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1 ITEM NO. 14 - PERRY2 across the industry than that period of time, so.3 Q. And what have the Caesars properties in4 particular experienced in this area as far as trends?5 A. Let me pull up my report again. Which6 page are we referring to now? (Reviewing.)7 Q. It starts at 36.8 A. Okay.9 Q. I believe in that section you concluded

10 that Caesars properties in particular had downward11 trends on the win per square foot that we're12 discussing.13 A. For years, yes. Yeah. For years14 Caesars was the most -- one of the highest wins per15 square foot. But in recent years -- and I'm not sure16 exactly which year it started. I'll pull it up. But17 they are not among the highest now. They are among18 the lowest.19 Q. Do you believe that capital investment20 contributes to this particular factor in the trend?21 A. Well, I do think that investment is22 important for attracting visitors and gamers,23 definitely. And so I do think that's important. And24 we have -- you know, we have seen examples25 historically of casinos making major investments and

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1 ITEM NO. 14 - PERRY2 then -- not necessarily with expanding the casino3 floor because that's going to increase the4 denominator, but other parts of the casino, better5 renovations, newer amenities, have benefitted their6 casino win per square foot.7 It's hard to -- in any situation, it's8 hard to say because if the casino does a major9 renovation, it also major expands the casino square

10 footage, then that's going to increase the11 denominator. But you are going to see there are12 various points of investment have benefitted the13 casino by increasing the casino win per square foot.14 Q. And you looked at the comparisons of15 levels of win per square foot among the properties.16 And did you draw any conclusions about Bally's and17 Caesars in this particular area in comparison to their18 competitors?19 A. Well, I think the general observation is20 that both -- particularly Caesars -- but both Caesars21 and Bally's were -- before 2005 and 2000 were one of22 the highest in terms of casino win per square footage,23 but now they are among the lowest. And most of that24 decline has occurred -- well, most of that decline has25 occurred since the beginning of the Great Depression,

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1 ITEM NO. 14 - PERRY2 I think, since 2010.3 Q. So I want to turn to consideration of4 the relevant market that you use. So we heard that5 Dr. Watts focused on the relevant geographic market as6 being regional rather than Atlantic City only. You7 heard that?8 A. Yes.9 Q. Did you review -- did you view the

10 market the same way?11 A. Well, I guess -- not to contradict Dr.12 Watts, but I would think about it differently.13 Should I elaborate.14 Q. Yes. Please.15 A. I mean, obviously transportation costs16 of visitors is an important component of this17 industry. And if you look at any particular part of18 this -- of any of the northeast, you think about the19 consumers there, you know, they're going to have -- in20 general, you know, they're going to choose between21 going to Macau or Vegas or going to their local casino22 or going to Atlantic City. And different people with23 different income levels are going to have different24 choices there. But, you know, New Jersey does draw25 most of its visitors from the Northeast area.

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1 ITEM NO. 14 - PERRY2 Now, if you open up casinos in3 Pennsylvania and other states and most of those are4 put not -- not conglomerated in one place like5 Atlantic City. They are put in different locations6 and particularly Pennsylvania. You're going to have7 an advantage for the location of that casino. That8 casino is going to have an advantage with respect to9 people who live near that casino. And because of that

10 so there's going to be certain people. They could be11 just want to make a short-term trip to a casino, and12 it doesn't justify going all the way to Atlantic City.13 And, of course, though, that casino is going to pick14 up customers in around its location.15 Now, so what you would see is, like from16 Dr. Watts map, which is a nice depiction, is around17 each of those new casinos would be people that are18 attracted to that casino, different settings, because19 of its locational advantage as opposed to going to20 Atlantic City.21 Now, that doesn't mean that -- that all22 of those casinos are now in all one big market.23 Because each of these other casinos in the Northeast24 are going to have a locational advantage, which is a25 broader market that Atlantic City draws from.



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1 ITEM NO. 14 - PERRY2 So you if you want to do -- Dr. Watts3 nicely described the SSNIP test. If you're going to4 do a hypothetical price increase by all the casinos in5 Atlantic City, treating them as if they were a6 monopoly, and ask whether they would lose too much7 business to make that price increase justified, I8 think it's not -- I think that -- let's put it this9 way. I think an appropriate way to do analysis, which

10 would be difficult, would be to ask the following11 question: Given the casinos that are located in these12 other jurisdictions and given the local markets that13 they have, the question would be then, if Atlantic14 City -- all casinos in Atlantic City -- raise prices15 by some percentage, what would -- how would the16 boundaries of those consumers who are in some sense17 indifferent between coming to Atlantic City and going18 to their local casino, how would those boundaries19 change? So it's not the total business that those20 casinos would pick up because of their locational21 advantage near certain consumers and where they are,22 but what would change if you did that?23 And so I haven't done that analysis. I24 think that would be a hard analysis to do. I mean,25 you would -- you would certainly have to have private

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1 ITEM NO. 14 - PERRY2 data that the casinos have on -- from their -- their3 members. But my -- my view is that that is not going4 to be a sufficient change in the number of consumers5 to undermine and make a price increase by all Atlantic6 City casinos unprofitable.7 So, in other words, what I'm saying is8 that five percent or ten percent increase in all the9 slot percentages in Atlantic City is not going to

10 change all those boundaries of which consumers are11 choosing between Atlantic City and some local casino12 enough to make Atlantic City not be considered a13 market on its own. So basically, I would be stunned14 if a five percent price increase in Atlantic City15 wouldn't be profitable for the casinos in Atlantic16 City.17 I mean, another way to think about this18 I suppose is, would these other casinos in19 Pennsylvania be competitive? I mean, envision a20 situation, hard to envision, but hypothetical now.21 Suppose that casino is as built was located -- was22 dropped somewhere right near in Atlantic City. How23 competitive would that casino be relative to the other24 seriously competitive casinos in Atlantic City? Well,25 my conjecture is not very. Not very competitive.

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1 ITEM NO. 14 - PERRY2 Q. Did the statutory requirements on3 reviewing undue economic concentration and the factors4 that go into that, did that also influence your5 choosing of the relevant market as Atlantic City,6 being that that's New Jersey law?7 A. Well, I mean, I think -- I mean, it had8 to because the statutory requirement required me to9 analyze it as, you know, as if it was a relevant

10 market. So in my prior reports and also briefly in11 this report, you know, I referred to what's going on12 in other jurisdictions. That's what I wanted to do,13 but also the Division was supportive in doing that in14 its prior reports.15 With that said, I think Atlantic City is16 sufficiently unique, and the casinos are all here so17 there's no real -- there's no locational cost,18 transportation cost difference between them, that they19 are sufficiently -- well, whether it's a relevant20 market as defined by the FTC, I mean, I think it's a21 local geographic market justifiably to discuss. And22 since the nature of the merger is affecting just the23 parties -- mostly the parties in this city, then24 that's -- I think that's appropriate.25 Q. And you mentioned the FTC review. So

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1 ITEM NO. 14 - PERRY2 the review here, are you saying that the Commission's3 review of this is separate and distinct from how the4 FTC may view this merger?5 A. Well, I think the statute mandates that,6 and I think that's about perfectly appropriate. I7 mean, not that you're going to ignore what's going on8 around you, but I think Atlantic City's situation is9 sufficiently unique that it would be really hard to

10 think about -- for all customers there being some11 larger market. You know, for any -- any given12 consumer, I guess, like I said before, depending on13 their income and their preferences or taste for gaming14 and various other amenities, there -- some people will15 have choice huge choices around the whole world, and16 some people will really only have because of17 transportation costs or some other reason small18 choices. So you're always going to find consumers who19 are choosing between Atlantic City and something else.20 In certain locations around the Northeast.21 Q. And to your knowledge, in cases that22 you've participated in, the Commission has used in the23 past only Atlantic City as the relevant geographical24 market; is that correct?25 A. I think that's right. I don't recall



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1 ITEM NO. 14 - PERRY2 the -- well, I can't remember all the Commission3 opinions. But I don't recall the Commission opinions4 being decisive. Some decisive acts of those opinions5 being based on competition elsewhere. But again, I6 can't recall all the final reports of the decisions of7 the Commission at this point.8 Q. Are you aware of the 2015 event when9 Carl Icahn's affiliated entries acquired Taj Mahal?

10 A. Yes. To a certain extent.11 Q. And that transaction, that was going to12 make Mr. Icahn's group a two-facility operator in13 Atlantic City. Is that your understanding?14 A. Yes.15 Q. Do you know what the Commission view of16 the relevant market in that case was?17 A. Well, I read that. I read that decision18 last night, and I think there -- that decision says19 that, you know, the Atlantic City market is the market20 that they want to discuss for the purposes of that --21 that merger. Well, merger -- acquisition.22 Q. And --23 A. I think that's right.24 Q. I'm sorry. Go ahead.25 A. I think that's right.

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1 ITEM NO. 14 - PERRY2 Q. And the Division, as far as you're3 aware, didn't retain an expert in that matter?4 A. I don't know that they did. There was5 no reference to one.6 Q. Are you aware that we included as a7 comment in that report that given the expansion in8 gaming that a limited geographical view of the market9 is no longer reasonable or justified?

10 A. Well, in my previous answer, I was11 talking about the Commission. Yes. No. I saw -- I12 saw that. But I didn't read -- I didn't have a copy13 of the Division's recommendations to read. But I14 think that was referred o in the Commission -- the15 Chairman's decision.16 Q. Right. So in the Commission's17 determination that you're aware of, the Commission did18 not agree with any of those comments that would have19 been in the Division report. And it went ahead and20 continued to consider the relevant market as Atlantic21 City. Is that --22 A. That was my interpretation of the23 decision. Yeah. But I wasn't involved in the case,24 so, you know, I didn't have -- you know, I wasn't25 retained by the Division, so I didn't have any

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1 ITEM NO. 14 - PERRY2 knowledge or discussions about their views at the3 time.4 Q. Understood.5 So going on toward the end of your6 report, you make certain recommendations. But do you7 recommend whether the merger should be approved or8 not?9 A. Well, I think, you know, the way -- the

10 way I would interpret mine is presenting alternatives.11 And from my past experience and my previous reports,12 you know, I -- I made -- recommendations maybe, but to13 me they may have been more suggestions for the14 Commission to consider would be the way I would15 describe them. But, you know, we title them16 "recommendations".17 Q. So why don't you go through what you18 think the Commission should consider as options for19 handling this merger?20 A. Well, I -- I think this is a -- you21 know, a huge merger in the -- well, it's huge in the22 nationwide, but it's also huge in the context of23 Atlantic City. And if you look at the -- I mean, it24 is true, Professor Watts is correct that there are25 various instances in which the Herfindahl Index in

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1 ITEM NO. 14 - PERRY2 Atlantic City only since 2005 has been in, you know,3 approximately 2500 or even above in this highly4 concentrated industry. And most of those situations,5 they arose from some kind of merger acquisition6 involving Caesars.7 And so the -- in 2005 when we were8 considering the Caesars/Harrah's merger and I wrote a9 report, I didn't recommend against the merger. And

10 the AC Hilton and the Dunes property were divested11 prior to the final decision. But in that -- in that12 case it probably would have been better to have13 divested the Showboat. But that generated a huge14 merger and a dramatic increase in the Herfindahl. And15 the subsequent performance of Caesars and Bally's16 wasn't exactly what the Commission or the -- would17 have hoped for.18 In this case, I'm realistic in the sense19 of what is feasible to happen. Of course, the20 acquisition of Harrah's is a major -- major impact.21 But Harrah's has been a successful casino with major22 investments in general. And my view is that Caesars23 and Bally's properties are in some sense sort of24 integrated or easily integrated. And so that could25 have been a larger -- potentially larger major resort



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1 ITEM NO. 14 - PERRY2 hotel that would be competitive with Borgata and3 things.4 So but the divestiture of Bally's is5 sort of the least attractive divestiture from my point6 of view. And I understand that the maintaining the7 Wild Wild Casino's property makes the -- that block8 consistent with Caesars. But that certainly does9 mitigate some of the potential anticompetitive effects

10 of the merger.11 I guess my hope and the sense is that by12 splitting Caesars property and the Bally's property13 that either one or both would be able to expand in the14 different directions and become a more competitive,15 larger resort with more amenities, and therefore be16 more competitive with the Borgatas and Ocean and Hard17 Rock. Whether that will happen is pure conjectural,18 but that's also why I recommended the properties19 neighboring Caesars and Bally's not be encumbered in20 any other way by somebody else that would prevent21 either of those two properties from expanding22 independently from each other.23 I'm not sure I answered your question,24 but.25 Q. I think that gives an overview to the

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1 ITEM NO. 14 - PERRY2 Commission. So let's just go through some particulars3 about what you were saying.4 Without the proposed sale of Bally's,5 what would your conclusion about the merger have been?6 A. Well, I think I -- I think I would7 recommended that there be a divestiture. A Harrah's8 divestiture would have been, just in terms of9 competition, would have been my preferred

10 recommendation. I understand the financial aspects of11 why that's an important part of the merger.12 Then my second preferred would have been13 the divestiture of the combined Caesars and Bally's14 properties because there's -- seems to me that they15 have an ideal location, and there's no reason why16 whatever major investments -- I'm not the one to17 dictate or even recommend what kind of investments18 would be necessary. Could be, you know, a combined,19 very serious resort. Not that it isn't close to that20 now. But that has the most potential. So that would21 have been my second choice.22 And my -- you know, the last choice,23 well, of course, Tropicana is the acquiring company24 initially, but that would be the same there. But25 then --

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1 ITEM NO. 14 - PERRY2 So the fourth choice would be the3 divestiture of Bally's that I just discussed.4 Q. So are you saying that you would have5 recommended the merger not be approved absent certain6 remedies such as the divestiture being imposed by the7 Commission?8 A. That would have been better. Yes. A9 divestiture of some sort.

10 Q. So we talked about earlier the -- the11 200-and-over threshold that the 2010 merger guidelines12 give as an indicator that they -- a transaction needs13 to be looked at more closely. Can you recall what you14 told the Commission earlier of what the change in the15 every all HHI would be without any divestiture of16 Bally's here?17 A. Well, I think it was close to 700.18 Q. Right. And so given that being so far19 over the 200 threshold, what do you think that that20 indicates?21 A. Well, mainly it indicates that this is,22 you know -- this is a large merger, so both parties23 are large.24 Q. And as you know, that sale is pending25 for now. It hasn't been completed. Is that your

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1 ITEM NO. 14 - PERRY2 understanding?3 A. Yes.4 Q. So what other -- what other guidelines5 or mandates do you think it's important for the6 Commission to consider if they approve the merger?7 A. One of the -- one of the most important8 features, since I've been looking at this since 19959 and all my prior reports I did extensive travels

10 through the -- through the casino district and the11 support district with various members of the Division.12 And just always seemed to me that protecting large13 sites -- potential sites for future large resorts was14 one of the things that the Commission should have a --15 you know, maintain importance.16 I mean, obviously accumulating sites has17 been the key problem with the development of the18 casino district. And, I mean, I realize that now and19 sort of recession and now with the COVID virus, it's20 hard -- it's hard to imagine another major investment21 in the city. But if you look at it over, like, you22 know, for me, so I look every five years. If you look23 at over a long period of time, it's just been an24 amazing success story in terms of the investments that25 have been made.



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1 ITEM NO. 14 - PERRY2 The Revel, that was -- at the time that3 property was -- I think it was called the North Beach4 property in the old days. That property was -- I5 think it was owned by MGM and it sold, and that6 property was most attractive site everybody agreed to.7 And but it didn't get built on, and but now it has.8 And so over the long period of time, I mean, amazing9 things have happened and been built.

10 Now, some of the bondholders haven't11 always -- bondholders didn't receive all the returns12 they expected, but that's always part of the economic13 downturns. So and -- but then I've also seen examples14 in which things didn't happen. So the classic example15 historically was the Traymore site which was owned by16 Caesars. And that's -- that property basically17 blocked the Sands from having a larger casino that18 fronted on the boardwalk. And that property just sat19 there as a parking lot and now it's still vacant. So20 that's an example of, you know -- in those days would21 have been an attractive casino. Now it's probably22 that one block is probably too small for anything you23 should build now. But so protecting those sites from24 ownership by the existing casino operators who might25 not have an interest in selling those sites for -- for

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1 ITEM NO. 14 - PERRY2 a new competitor seems to be particularly an important3 thing. You know, just trying to do little things to4 try to protect these potential sites.5 And so that's why I, you know, if the6 merger is approved in some form, I think with what the7 Division has proposed in protecting sites and keeping8 track of ownership and outside the main footprints of9 the existing casinos is really very important.

10 Q. And how about some other considerations11 that you would suggest the Commission take into12 account here?13 A. Well, the other -- most surprising thing14 that occurred to me from the last time I really15 focused on this in 2010 was the deed restrictions on16 the various casinos, several of which arose from sales17 of properties by Caesars. And I mean, that's --18 that's, you know, I find that just incredibly perverse19 in terms of competition. I mean, in some sense that20 ought to be illegal since it violates the existing21 zoning for the casino district, but I guess that's22 another type of lawsuit.23 But those -- I mean, one way or another,24 those really have to be eliminated in order to protect25 the possibility of accumulating property for future

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1 ITEM NO. 14 - PERRY2 developments. I mean, those developments are 20 years3 away. It's important to -- 10 or 20 years away, it's4 important to eliminate those.5 Q. What's your view about the presence of6 independent operators staying in the Atlantic City7 market?8 A. The presence of particular independent9 operators you're referring to? Of single -- single

10 casino --11 Q. Yes. Single.12 A. -- operators.13 Q. Single facility owners, operators.14 A. Well, another thing that's really become15 clear in the last 15 years is that very large casino16 resorts can be successful and very small old ones that17 don't invest are going to die. And I mean, I'm --18 it's the closure of Trump Plaza. Okay, well, I --19 obviously that was poorly run for years. The closure20 of the Sands. That was blocked by the Traymore site.21 That was inevitable. But these things actually closed22 sooner than I would have even expected.23 So I mean, so that -- so that's my point24 of trying to protect large potential sites. Because25 we're just -- I just don't think -- and we haven't

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1 ITEM NO. 14 - PERRY2 seen one -- of a basic 500 hotel room, basic casino3 being built like the proposal of Pinnacle to built4 just on the Traymore site. I just -- that got created5 because of the Great Recession I understand. But I6 just didn't think that was a sufficiently large site7 for -- to be competitive with Borgata and Harrah's and8 now Ocean and Hard Rock.9 Q. In this area in your report you've also

10 included a concern about preserving the symmetry of11 competition in the market. Can you explain that?12 A. Well, that's why the Herfindahl Index13 squares the market shares. Because that -- by14 squaring them, that accentuates the number we're15 adding up. And larger numbers get squared to larger16 numbers. So that makes -- and smaller numbers square17 to smaller numbers. So that the squaring in the18 Herfindahl Index would -- creates the asymmetry, what19 makes -- asymmetry makes the Herfindahl Index larger20 and is trying to capture the notion that smaller firms21 are less competitive -- you know, provide less22 competition than larger firms will.23 Note that you wouldn't have to square24 the market share. You could cube it or quartic it,25 but there are some theoretical justifications for



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1 ITEM NO. 14 - PERRY2 squaring the shares. So that's the -- that's the3 notion of symmetry. And so -- so sort of more4 broadly, we see that smaller -- smaller operators,5 smaller casinos -- this is also true with other6 industries -- can't provide all of the amenities in7 the gaming industry, but any other industry, they8 can't compete in every dimension of providing the9 products with larger firms. And -- and so they are

10 just not -- don't have the same many competitive11 impact on the industry.12 Q. And do you have an opinion on the13 effects that encouraging major investments will have14 on preserving competition?15 A. Well, I think, you know, major16 investments these older properties serve is crucial17 for their survival. So I guess my hope is that if18 this merger is approved that, you know, that Eldorado19 recognizes that. And it sounds like the conditions20 that they agreed to are really ratifying that, that,21 yes, these properties have to be invested in if we're22 going to be competitive with the other major resorts23 in town. And -- and also that's consistent with my24 view that you're not going to get just a basic hotel25 casino built in town anymore. It's going to have to

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1 ITEM NO. 14 - PERRY2 have at least 20 acres or more and be, you know -- I3 mean, that may not occur any time soon. But that's4 what the next step would be for the development of the5 industry. I think.6 Q. So to help summarize for the Commission,7 you've essentially outlined three major areas of8 recommendations here that you said, I think, that if9 the Bally's sale was not pending, you would have

10 recommended that a particular -- not a particular11 divestiture take place but that a divestiture be12 required. Was that right?13 A. Yes.14 Q. And that you also think it's very15 important to encourage new entrants to the market and16 competition. Was that right?17 A. Yeah. Definitely.18 Q. And you went over for the Commission how19 important you think it is to remove the deed20 restrictions that exist?21 A. Absolutely.22 Q. And also that there should be23 prohibitions on the ability to restrict development on24 future on competitive casino sites; is that right?25 A. Well, restrict from -- preventing them

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1 ITEM NO. 14 - PERRY2 from being blocking of a major development.3 Q. Yes.4 A. Let me add to my answer about the deed5 restrictions. So even if -- if those -- the deed6 restrictions are on the smaller hotels. You know, the7 Showboat and Claridge and what used to be the AC8 Hilton. Even if a new operator wanted to open those9 hotels as they are, which, you know, which are too

10 small to really be competitive in the long-term, at11 least there would be -- there's neighboring properties12 that could -- that those operators could potentially13 expand into if they are available for sale. So the14 notion of limiting deed restrictions is -- could15 result in some -- some of those casinos being opened.16 But my main concern is that those are -- those17 existing smaller casinos are located with neighboring18 property. And opening the old casino could help jump19 start the development of a larger resort.20 Q. And it's been mentioned several times21 that the Division proposed conditions for the22 Commission's consideration if the merger is approved.23 Have you seen those?24 A. Yes.25 Q. Do you have them with you?

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1 ITEM NO. 14 - PERRY2 A. Yeah. I might have them on the file. I3 could pull them up.4 Q. Okay. Well, just generally, though, you5 discussed also that capital improvements are very6 important to preserving competition. You said that;7 is that right?8 A. Yes.9 Q. Are you generally aware that the --

10 excuse me -- the Division has proposed several11 conditions going toward setting up a fund for12 extensive capital improvements over a three-year13 period for the Caesars properties?14 A. Yes.15 Q. And you also recall looking at the16 conditions and noting that the Division has17 recommended release of the restrictive covenants that18 are on the sites that we're talking about?19 A. Yes.20 Q. And also that the Division has proposed21 a condition to protect -- to prevent, I should say --22 land blocking that you're talking about by the parties23 here and the REIT companies?24 A. Yes.25 Q. Thank you, Dr. Perry. I have no other



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1 ITEM NO. 14 - PERRY2 questions.3 A. Okay.4 CHAIR PLOUSIS: Mr. Schrier? Your5 witness.6 CROSS-EXAMINATION BY MR. SCHRIER:7 Q. Dr. Perry, I think you said that you and8 Dr. Watts used the same guidelines really in9 evaluating this merger. And those guidelines were

10 obviously the Casino Control Act, Section 82, and the11 criteria there and the HHI and the Horizontal Merger12 Guidelines; right?13 A. Well, I wouldn't -- wouldn't say I use14 them. I mean, they are -- they are just -- become15 such an important reference point for the analysis of16 mergers. But technically they apply only for how --17 you know, for how the agency is going to evaluate18 mergers. But they began in 1968. But over a long19 period of time, they are just an important reference,20 so it's kind of unavoidable to use that as a21 reference.22 Q. Okay. And I think when you were asked23 by Miss Richardson about the regional market, I think24 you said, you know, historically, while the statute in25 Atlantic City and the Commission has relied upon, of

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1 ITEM NO. 14 - PERRY2 course the law that exists in Atlantic City that there3 have been considerations to a regional market as well;4 correct?5 A. Well, I -- my work with the Division in6 the past has always been, yes, that what's happening7 outside of Atlantic City is important because it8 clearly has taken customers away. Whether it's really9 resulted in a competitive impact as strong as the

10 existing conditions casinos in Atlantic City with11 respect to each other, that's a different story. But,12 yes, it effects -- you know, the profitability and13 viability and the growth of Atlantic City, and that's14 not surprising.15 Q. So is it fair to say that while the16 Casino Control Act delineates certain criteria that17 wouldn't be necessarily prudent to ignore sort of the18 surroundings in the regional market as well in19 thinking about what the impacts might be of a merger?20 A. Yeah. Yes, of course I agree with that.21 I mean, you know, the open question -- okay.22 Q. Yeah. And I think the 11th item in23 Section 82e is that the casino Commission can consider24 any other relevant evidence it has; is that right?25 A. Well, I'm not aware of that specific

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1 ITEM NO. 14 - PERRY2 provision but that -- that would be wise.3 Q. Okay. So with regard to your report and4 your testimony today, I'm going to read from the5 Division's report on this merger. Have you reviewed6 the Division's report?7 A. Yes, I've read it.8 Q. Okay. And I'm just going to quote. It9 says on Page 106: In brief, and subject to the fuller

10 explanation in Dr. Perry's report and testimony at the11 hearing in this matter, Dr. Perry does not recommend12 outright approval or disapproval of the merger on13 undue economic concentration grounds alone. Instead14 he recommends that the merger -- that if the merger is15 to be approved, the Commission should impose16 conditions designed to preserve or enhance17 competition, certain of which would affect integral18 components in this merger.19 Do you agree with that summary?20 A. I think that's a -- that's a fair21 summary of my views. I mean, I view myself as22 providing alternatives and suggestions.23 Q. So essentially you're not recommending24 denial. You're not recommending approval. But you're25 providing suggestions for the consideration of the

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1 ITEM NO. 14 - PERRY2 Commission, including potential conditions if the3 merger is approved; correct?4 A. Yes. I think that's the right way to5 describe it.6 Q. Okay. And you're aware -- because you7 talked about a little bit so far -- that there are8 conditions that have been proposed. And are you aware9 that the conditions that have been proposed have been

10 agreed to by New Caesars?11 A. Yes. The Division told me that12 recently.13 Q. Okay. So you're aware that New Caesars14 has agreed to expend the $400 million over three years15 to improve the properties that it will hold -- or the16 properties that it will operate that it will acquire17 and hold after the merger; correct?18 A. Yes.19 Q. And --20 A. Yes.21 Q. That they also agree after the22 three-year period to expend five percent of revenues23 on capital expenditures thereafter.24 A. Yes. I'm aware of that. Yeah.25 Q. Okay. And isn't it true that that would



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1 ITEM NO. 14 - PERRY2 address the recommendations that you raised in your3 report regarding capital spend?4 A. Well, I don't -- I didn't really make5 any specific recommendations on capital spending. I6 mean, nor did I -- I recommend any particular7 provision like the Division has agreed with New8 Caesars. I mean, general capital spending is a good9 thing in terms of improving the success of a property

10 and making it more competitive.11 Q. Okay. And I think Miss Richardson asked12 you that question, whether spending capital was13 helpful to foster the competitive environment;14 correct?15 A. Yes. It has been. I mean, there are16 some examples of failed expenditures. But there's --17 Q. Agreed.18 A. -- more examples of successful19 expenditures.20 Q. Good point. Good point. Okay.21 And you're aware that New Caesars has22 agreed to remove the deed restrictions on the three23 properties that you mentioned; correct?24 A. Yes. That's correct.25 Q. And that addresses one of your

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1 ITEM NO. 14 - PERRY2 recommendations, does it not?3 A. It does.4 Q. And you're aware that New Caesars has5 agreed not to undertake any new deed restrictions;6 correct?7 A. Yes. That's correct.8 Q. And you're also aware that New Caesars9 has agreed not to block development, I think is how we

10 were characterizing it, but there's a condition that11 New Caesars has agreed to that it will not block12 development and will sell land at fair market value if13 there's a party that wishes to develop or expand14 development of a particular casino. And that15 addresses one of your recommendations as well; is that16 correct?17 A. Yes, it does.18 Q. So it's fair to say that by entering19 into these conditions, New Caesars has essentially20 removed the barriers for entry of new competitors in21 Atlantic City in a manner that you have recommended?22 A. That's right.23 MR. SCHRIER: That's all I have. Thank24 you.25 CHAIR PLOUSIS: Miss Richardson?

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1 ITEM NO. 14 - PERRY2 REDIRECT EXAMINATION BY MS. RICHARDSON:3 Q. Dr. Perry, I just wanted to ask you4 about the 11th factor that Mr. Schrier was referring5 to, that the Commission under the statute is to take6 into account other relevant information. And the7 implication that by not expanding the geographical8 market to be considered, is that, in your view,9 ignoring any surrounding information?

10 A. No. I don't think so. I think the word11 "relevant" is is a term from the guidelines. I think12 the -- you would look at competition in Atlantic City,13 and that's direct competition head-on-head, just14 independent of any locational, transportation costs to15 consumers. That's -- that's going -- that's going to16 be there. It's always going to be there. That's17 going to be important for the Commission -- the18 primary importance. But the effect of other casinos19 in neighboring jurisdictions is relevant because it20 affects the financial ability of the casinos in21 Atlantic City to -- to make investments. Because it22 is taking -- it will take away consumers, visitors who23 have a particular locational closeness to one of the24 new casinos in the other jurisdictions.25 Q. So you're saying that you did look at

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1 ITEM NO. 14 - PERRY

2 that information, but you found it not necessarily to

3 be relevant to pressure considerations or competitive

4 factors but rather other, you know, societal or

5 individual factors as well including economic, you

6 know, conditions?

7 A. Well, I think a way to say that is the

8 casinos in Atlantic City are directly competing with

9 each other and independent of locational advantages,

10 you know, and transportation costs. And so that's --

11 that's important. But the neighboring jurisdictions,

12 you know, they will attract consumers who might

13 otherwise have come to Atlantic City. But that is

14 different than the competitive -- direct competitive

15 pressure within the city that's probably -- most

16 important from the point of view of the statute and

17 the Commission, I think.

18 Q. Thank you.

19 MR. RICHARDSON: I have nothing further.

20 CHAIR PLOUSIS: Mr. Schrier?

21 MR. SCHRIER: Nothing further. Thank

22 you.

23 CHAIR PLOUSIS: Commissioner Cooper?

24 COMMISSIONER COOPER: Yes, Mr. Chairman.

25 Thank you.



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1 ITEM NO. 14 - PERRY2 Dr. Perry, once again, thank you for3 joining us today and participating in this4 hearing. I have several questions for you.5 First I'd like to know in your career,6 approximately how many of these reports have7 you done? Now, I know it can be a longer8 report or shorter report. The depth -- I mean9 there are a lot of variables. But ballpark,

10 how many of these reports have you done?11 THE WITNESS: On casino matters or just12 on --13 COMMISSIONER COOPER: Yes. Casino14 matters.15 THE WITNESS: Well, there's '95, 2000,16 2005, and with the Commission. And then 201017 was the bankruptcy proceeding on the Trump18 matters. But I also worked for the Atlantic19 City Casino Association and filed a report and20 testified on the -- remember the old -- well,21 before your time in the Commission -- the 5022 percent rule. That's -- those are listed in23 my, the -- the beginning of my report. My CV24 is on -- at then end of the report, and it has25 a more comprehensive list. I -- I worked for

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1 ITEM NO. 14 - PERRY2 Foxwoods briefly on some matter, but I can't3 remember. I worked for IGT on some matter and4 looked at slot machines. I don't think -- I5 can't remember exactly details, but it would be6 on my CV.7 COMMISSIONER COOPER: Okay. And again,8 this is just an approximate -- approximate.9 Let's take this report that we're looking at

10 today, how long does it take you once you are,11 shall we say hired, or contracted by somebody12 or an agency or a casino? And again, I know13 there are variables, but how long does it take14 you to do research on one of these reports?15 THE WITNESS: Well, from the point of16 view of my clients, it's always too long. But17 partly because I have another job.18 COMMISSIONER COOPER: Okay.19 THE WITNESS: So when did I start20 working on this? Sometime November last year?21 And you know, I have a support from a base wide22 consulting firm. Two people supported me. And23 the each report, when I'm updating all the24 tables is a little bit easier to update them.25 But then there's always complicated issues

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1 ITEM NO. 14 - PERRY2 about, you know, changes and mergers and when3 did these transaction occur in the middle of4 year, do with put -- which year do we count5 them as that. But that -- so I don't know. I6 spent -- well, I mean, I don't really want to7 say how many hours I spent because --8 COMMISSIONER COOPER: It's variable.9 THE WITNESS: I might get gassed. But

10 it's pretty -- yeah. It's time consuming. But11 if you have support to work with, put together12 the numbers and the data, then it's less of my13 time.14 COMMISSIONER COOPER: Okay. And again,15 I fully realize there's a lot of variables and16 extending circumstances. As you just said,17 something can change, something is updated. A18 change. So I understand that.19 A few moments ago you used the word20 "divestitures." And again, I've read the21 documents, the paperwork, the reports. But if22 you would, could you please explain the23 difference or the highlights of what exactly --24 what is a divestiture?25 THE WITNESS: Well, it would be -- it

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1 ITEM NO. 14 - PERRY2 would be the sale of some, you know, operating3 assets of the -- of either one of the merging4 parties in order to resolve competitive issues.5 That's the essence in which it's used in merger6 analysis. So, you know, divestiture could be,7 like, really small, but in this -- in this8 context, it's -- it's divesting the whole9 casino is the way you would think about it.

10 Because that way the license would be clear and11 then you qualify the new owners.12 COMMISSIONER COOPER: Okay.13 THE WITNESS: But -- but you could14 divest just the hotel tower or parking garage15 or something. But in all these prior cases,16 it's either -- or a piece of land. Like the17 Traymore site could have been divested in that18 consideration. But usually it's mostly been19 cast in the context of a casino with its20 license and hotel and casino.21 COMMISSIONER COOPER: Okay. I asked Dr.22 Watts this next question. I'm going to pose it23 to you as well. I'm going to ask -- again,24 there are a couple -- couple parts to the25 question. But to you -- I'm to say you seem to



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1 ITEM NO. 14 - PERRY2 have a -- a history of Atlantic City,3 particularly when you mention Trump Regency --4 and this is with no disrespect, don't get me5 wrong -- to Dr. Watts. But when you mention6 Trump Regency the Atlantis, the Traymore,7 Sands, I'm hearing again, you've got a little8 more history. Or at least that's what you've9 presented, you know, with Atlantic City.

10 I would like to get your opinion -- and11 again, we're talking about casinos. But I12 would like to get your opinion of -- I'm going13 to say with regard to other attractions for14 Atlantic City. And I suppose when I mention15 "other attractions," we can incorporate -- or I16 hope it's okay to incorporate -- the word an17 independent operator. And again, as I said, I18 posed this question before, but I mentioned19 Bart Blatstein who is the owner of Showboat.20 About a month ago he announced he's going to21 build this huge park, like $100 million of22 water park. And I think the focus happens to23 be on the family. So my question is your24 thoughts on -- and I know what I've read -- but25 I'd like to hear in your words more comments on

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1 ITEM NO. 14 - PERRY2 independent operators and is -- is an3 attraction gauged, let's say, for the family,4 is it important at this current time?5 And I'm adding that because again, I6 mean, there is so much going on right now. But7 how important what a family attraction be at8 this junction in Atlantic City? And your9 thoughts again on an independent operator at

10 this time.11 I know there's a lot in there, but I'll12 let you handle it however you feel comfortable.13 THE WITNESS: Well, I don't have a14 family, unfortunately. But it's too late now.15 So I'm not -- I can't really speak so much to16 that. I mean, I think it's clear that17 certainly more amenities such as restaurants18 and shopping have made a huge difference in19 terms of, you know, sort of Borgata and20 Harrah's, these others. I think that's21 important. This question about family22 attractions is -- I can recall people thinking23 about this back when I first started looking at24 things in '95.25 I guess with respect to the water park,

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1 ITEM NO. 14 - PERRY2 I guess my only thought would be, it would be3 nice if it wasn't in the casino district but4 just adjacent to the casino district so you5 weren't giving up the opportunity to have a6 casino which could support even broader sets of7 attractions.8 You're just -- got a little bit of9 marina operations. I never written down.

10 Until recently, I don't think the casinos take11 advantage enough on the fact that they're12 located on a beach, near an Ocean. And I know13 there's now some beach bars and the city has14 given permission to those, and I'm sure those15 have been a plus, particularly for younger16 people. Well, that's a problem right now with17 COVID.18 And the other thing that I observed19 is that -- this is going back to the20 beginning -- is that we didn't want any windows21 onto the boardwalk from the casinos. And so22 you have a lot of boardwalk frontages in the23 casinos that are kind of just false fronts.24 And so we -- but nobody in those days was25 really envisioning shopping within a casino.

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1 ITEM NO. 14 - PERRY2 So that's kind of -- you know, I guess my3 expectation is that maybe not soon but4 eventually, they'll be shopping on those,5 remodeled to include shopping along the --6 along the boardwalk frontage, whether it be7 high end or low end or middle or something.8 But, you know, back to your family9 issue. I think it could be important. How to

10 integrate it into the rest of the casino is an11 issue. It would be nice for parents to have a12 place where their kids can go and somebody was13 watching them and so they could be free to do14 other things.15 I think what would happen is there would16 be some resorts that would focus more on a17 family attraction and others that wouldn't. So18 that's -- I don't think everybody would adopt a19 family attract -- amenities.20 COMMISSIONER COOPER: And again, I'm21 just looking at your report on Page 57 under22 Options and Recommendations. You had mentioned23 about maintaining independent casino operators.24 So that's why I wanted to ask you. Because25 Bart Blatstein, I think, happens to be one of



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1 ITEM NO. 14 - PERRY2 the names names that come right now. I mean,3 in July comes to mind with what he's planning4 to do in Atlantic City. So I wanted to get a5 little more -- some more of your comments and6 thoughts regarding an independent operator,7 particularly with what he's planning to provide8 or to offer. It's going to be a while, but9 again, you know, it's going to be another --

10 it's going to be an addition, something else11 with Atlantic City.12 I'm very, very happy that you just13 mentioned the beach and boardwalk. Because, I14 mean, that's what we're known for. I always15 say I'm born and raised here, which I am. And16 nothing like the Atlantic City beach and17 boardwalk. It's beautiful.18 One other question I'd like to ask you.19 And again, your -- your thoughts on -- again20 the analysis that you did. Where does internet21 gaming and sports betting fit in? Does it fit22 in or does it not fit in with the presentation23 that you've given us?24 THE WITNESS: Well, I didn't really25 focus -- in of my reports, this one didn't

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1 ITEM NO. 14 - PERRY2 focus in any detail or no -- no detail about3 internet and sports gambling. I mean, aside4 from the -- the difficult issues about sports5 gambling and making sure that the people or6 participants of the industry are not doing it,7 I see no problem with having that. I mean,8 that's -- that could be very attractive to many9 people as long as they are -- you know, as long

10 as you are not a participant in the industry11 and also gambling. But that will be hard to12 enforce. Many things are hard to enforce.13 Internet gaming is, you know, I'm an14 older person, so and everything that's15 happening with respect to, like, the Zoom16 meeting is potentially going to change the --17 not just the workplace but maybe make18 everything that's online more attractive and19 expand them.20 So I mean, I -- you know, there are21 people -- internet -- internet gambling would22 be attractive to people that are very distant23 from a casino. And I guess I don't really have24 a strong view about that at this point.25 COMMISSIONER COOPER: Perfectly okay.

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1 ITEM NO. 14 - PERRY2 Thank you so very, very much.3 THE WITNESS: You're welcome.4 CHAIR PLOUSIS: Thank you, Commissioner5 Cooper.6 Dr. Perry, I have a few questions. You7 said you did reports in the City in 1995, 2005,8 and 2010. In any of those reports were deed9 restrictions an issue, or did you recommend not

10 having them back then?11 THE WITNESS: I don't -- I don't recall12 any deed restrictions being in place. The main13 concern in some of those reports was the motion14 of blocking properties. Properties that were,15 you know, either vacant or underutilized. I16 know there was one casino would more naturally17 belong for the development of another casino.18 I mean, the classic example for yours was the19 Traymore sites in front of the Sands Hotel that20 was owned by Park Place and Caesars.21 CHAIR PLOUSIS: In your -- in your other22 reports that you've done around the country,23 have you seen deed restrictions in other24 jurisdictions? Or is this a local phenomenon?25 THE WITNESS: I haven't worked on a

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1 ITEM NO. 14 - PERRY2 casino matters in other parts of the country.3 CHAIR PLOUSIS: My other question is, in4 regards to the Federal Trade Commission report,5 were you surprised that they didn't recommend6 divestiture here in Atlantic City and they did7 in other jurisdictions?8 THE WITNESS: No. Well, I will really9 don't want to say anything that might be

10 construed as critical of the FTC because I have11 many friend there and DOJ. But I don't recall12 the FTC being very concerned about the13 consequences of a merger in Atlantic City in my14 prior cases. And in some way you can15 understand that. The whole -- you know, it's16 reflected in the increase that these cutoff17 Herfindahl boundaries for what's18 unconcentrated, moderately concentrated, and19 concentrated. And those have increased. And20 that increase is really reflecting the fact21 that the agencies -- not just FTC -- but just22 as we're approving mergers with very23 concentrated industries, and we're approving24 things with very modest divestitures. And so25 it's really reflecting the existing practice.



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1 ITEM NO. 14 - PERRY2 And there's been a general move since 19803 that -- that it just takes a few firms to make4 a market sufficiently competitive. I won't5 name the number. So, no, I wasn't surprised.6 I mean, one anomalous thing is that -- is it's7 interesting to think about Atlantic City being8 in a larger geographic market, and then have9 the FTC ask for divestitures in very small

10 markets.11 CHAIR PLOUSIS: Thank you. That filled12 it in.13 Earlier you stated a number of times you14 were talking about larger tracts of land, 2015 acre lots in regards to a casino. Is that your16 recommendation for Atlantic City, that you need17 a larger casino here to draw people?18 THE WITNESS: Well, you can obviously19 say -- well, we can go up rather than out. But20 in practice, you know, the casinos space is21 going to be on one floor. And now if you're22 going to add amenities around it like23 restaurant and other entertainment, that's24 really going to be best done if it's on the25 same floor. So you can get as many hotel rooms

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1 ITEM NO. 14 - PERRY2 as you want on a smaller sites, but in terms of3 having those accessible casino floor space and4 accessible amenities on one floor, then 205 acres is probably as low as you would want to6 go for a modern resort that's going to have7 lots of other amenities and attractions. So8 that's where I came up with that number.9 But it also fits into the some of the

10 size of the blocks in the -- in the casino11 district.12 CHAIR PLOUSIS: So you see that as a13 distinct advantage that we have in Atlantic14 City that we -- we create a resort rather than15 just a simple building and throw slot machines16 in it and call it a casino.17 THE WITNESS: Well, I think that's what18 happened. And that's -- and that's now19 inevitable. I mean, it's really clear. You20 know, with the closures in 2014, those were all21 just like the original standalone 500 room22 casinos. They're gone. So.23 I mean, the AC Hilton became the24 Atlantic Club, it was like a boutique casino25 for a few years, but, you know, that didn't

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1 ITEM NO. 14 - PERRY2 last, either.3 CHAIR PLOUSIS: That's a great4 observation with your expertise that, you know,5 you have to have a resort. We have an6 advantage here, and I think that will help us7 marketing in the future.8 My last question is, in regards to the9 COVID-19, do you think that we'll be able to

10 recover faster than other jurisdictions or11 slower?12 THE WITNESS: You know, that's a good13 question. We're also thinking about that in14 the context of opening our university.15 You know, I -- it just takes one16 unfortunate incident to set things back as --17 so that's why I can't really give an answer.18 But I think there will be -- you know, like19 some economists are predicting and others,20 there will be some kind of snap back when21 things are safely operated.22 I mean, the minor evidence of that, you23 know, I'm sitting at the Lake of the Ozarks in24 Missouri. We have a little house down herer.25 I've got a nice view. But, boy, when they

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1 ITEM NO. 14 - PERRY2 opened up the bars in Missouri, things just3 went crazy again. All the 20 different bars4 here. Like people showed up like there was no5 tomorrow. And so I think there would be some6 sort of a reaction back to -- same for7 restaurants. People will want to go out to8 restaurants. But whether it's big enough to9 compensate for all the losses that occurred

10 during the shutdown, that's -- I don't know. I11 find that unlikely.12 CHAIR PLOUSIS: Thank you, Dr. Perry.13 That's all I have.14 Miss Richardson? Did you have any15 followup?16 MS. RICHARDSON: Thank you, Chairman17 just very briefly.18 RECROSS EXAMINATION BY MS. RICHARDSON:19 Q. Dr. Perry, there were a lot of questions20 by Commissioner Cooper about divestiture, and I just21 want wanted to clarify for the pending sale of22 Bally's, that is not the entire facility of Bally's.23 Is that your understanding?24 A. Yes. That's right. So it doesn't25 include the Wild West Casino footprint.



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1 ITEM NO. 14 - PERRY2 Q. Thank you.3 MS. RICHARDSON: Thank you. That's all4 I have.5 CHAIR PLOUSIS: Mr. Schrier?6 MR. SCHRIER: Nothing further.7 CHAIR PLOUSIS: Thank you. Yes.8 MS. FAUNTLEROY: Just before we go into9 your -- your recess. We neglected to put on

10 the record, Mr. Schrier, that you -- that your11 case in chief was complete? Could you speak to12 that just to make sure that we have that on the13 record?14 MR. SCHRIER: Absolutely. Yes.15 MS. FAUNTLEROY: We moved right into the16 Division's case.17 MR. SCHRIER: Right. Right. At the18 conclusion of Dr. Watts' testimony and the19 questions from the Commission, that was the20 conclusion of the case of the Petitioner.21 Thank you.22 MS. FAUNTLEROY: Okay.23 CHAIR PLOUSIS: Thank you.24 We will recess until 2:10, and then25 we'll hear the closing statements by both

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1 ITEM NO. 142 parties. So we will reconvene the 2:10.3 MS. FAUNTLEROY: Unless there's there's4 any other administrative --5 CHAIR PLOUSIS: Unless there's any6 administrative matters.7 MR. SCHRIER: Nothing that I have,8 Chairman.9 MS. RICHARDSON: Nothing from me. Thank

10 you.11 CHAIR PLOUSIS: Thank you. Then I will12 see you -- I will see everybody back at 2:10.13 Thank you.14 MS. RICHARDSON: Thank you.15 COMMISSIONER COOPER: Thank you.16 (A recess was taken from to 1:06 to 2:1417 p.m.)18 CHAIR PLOUSIS: Good afternoon. We're19 back in session here. We are going to20 continue, and we're going to open up with21 closing statements from Miss Richardson.22 MS. FAUNTLEROY: Mr. Chairman, if I may23 just indicate --24 CHAIR PLOUSIS: Oh, yes. Please.25 MS. FAUNTLEROY: -- before we begin that

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1 ITEM NO. 142 process, just for the record to let everyone3 know that I did receive a phone call from the4 attorney for Hard Rock, and I believe that he5 also reached out to the Division and to Mr.6 Schrier on behalf of Eldorado to advise that7 they are -- they are preparing a motion to8 participate in this proceeding. I have not9 received it yet. But at the Chairman's

10 direction, we're going to, as he indicated,11 proceed with closing. And then everyone will12 have an opportunity to address that motion when13 and if it arrives subsequently. And a full14 opportunity to address it.15 CHAIR PLOUSIS: Thank you for that16 announcement.17 Miss Richardson? Please proceed.18 MS. RICHARDSON: Thank you, Chairman.19 For its consideration in this matter,20 the Commission as received voluminous21 materials, including the Division's22 comprehensive and detailed report on the23 proposed merger and the expert report of Dr.24 Martin Perry. The Commissioners have also25 heard extensive testimony through which

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1 ITEM NO. 142 Eldorado sought to address the numerous issues3 and concerns raised by the Division's and Dr.4 Perry's reports.5 As I noted at the beginning of this6 proceeding, the Division's report does not7 include a recommendation whether the merger8 should be approved or not but rather highlights9 serious considerations that needs to be

10 undertaken in reviewing the transaction for11 approval.12 Those critical areas of concern are13 undue economic concentration, capital14 expenditure commitments, the potential impact15 of proposed cost cuts and consolidation16 measures, staffing levels at the Atlantic City17 properties, restrictive covenants, and the18 operating and ownership structures of the CEC19 Atlantic City properties of Bally's, Caesars,20 and potentially Harrah's.21 In addition, the overarching component22 of financial stability dominates the Division's23 overall analysis and its report given the24 complexity and scope of the merger.25 The Division looked toward testimony



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1 ITEM NO. 142 from Eldorado's witnesses to support their3 position that they can meet the statutory4 standard of financial stability,5 responsibility, and integrity as well as all6 qualification criteria by clear and convincing7 evidence and that the transaction will not8 result in undue economic concentration.9 In reflecting on the testimony

10 presented, the Division's concerns as they11 relate to the overall uncertainty associated12 with the transaction remain. As we indicated13 in our report, the financial success of the14 merger will be determined in many respects by15 events and circumstances that are beyond the16 control of Eldorado and cannot accurately be17 predicted at this time.18 We expressed in our report that we do19 not share Eldorado's optimism that New Caesars'20 operating performance will return to21 pre-shutdown levels by the end of 2021, and22 listed that as of the date of our June 30th23 report, the Division did not know:24 One, the length of time and the nature25 and extent of restrictions and limitations in

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1 ITEM NO. 142 place on casinos and customers;3 Two, the business volumes and customer4 visitation trends subsequent to reopening,5 particularly in the Las Vegas market that6 relies heavily on air travel;7 Three, the length of time it will take8 for revenues to return to pre-closure levels;9 Four, the incremental costs incurred by

10 casinos to protect the health of patrons and11 employees;12 Five, the economic conditions that will13 exist post-merger and through 2022;14 And, six, any potential future COVID-1915 medical and health matters that could impact16 its continuing casino operations.17 Those unknowns, now two weeks after that18 report was filed, remain so. You did hear19 testimony related to No. 2 regarding business20 volumes and customer visitation upon reopening,21 as Mr. Reeg and Mr. Yunker indicated Eldorado22 is encouraged by initial results at their23 regional properties but noted that destination24 resorts results had been soft. Which is, of25 course, one of the Division's unknowns as to

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1 ITEM NO. 142 markets like Las Vegas which rely heavily on3 airline travel.4 On the critical areas of capital5 expenditure commitments, the potential impact6 of proposed cost cuts and consolidation7 measures, staffing levels at the Atlantic City8 properties, and restrictive covenants, you9 heard testimony from several witnesses on these

10 matters, and Eldorado representatives indicated11 repeatedly the company's commitments in those12 areas in accordance with the Division's13 proposed conditions.14 The Commission should not be under any15 illusion that those representations and16 commitments were conceived or drafted by17 Eldorado. What you have been presented with18 instead is Eldorado's agreement with the19 proposed minimum requirements the Division20 carefully prepared for the Commission's review,21 considering, and adoption if it decides the22 merger should be approved.23 While a $400 million pre-funded account24 held in trust for much-needed capital25 expenditures at the Atlantic City CEC

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1 ITEM NO. 142 properties over a three-year period is3 virtually unprecedented, that fund should be4 considered from the perspective that this5 amount will bring those properties to a state6 of improvement where they already should have7 been.8 As Eldorado's executive said more than9 once yesterday, they are taking on the good and

10 the bad of Caesars through this merger, and the11 need for catch-up in this particular area is12 one bad point.13 For this reason and contrary to views14 expressed by Eldorado in testimony, it is the15 Division's position that there is no link16 between the proposed capital expenditure17 conditions and commitment requirements and the18 other remaining issues to be decided in this19 matter, such as whether the sale of Harrah's20 real estate should be approved to VICI REIT.21 Eldorado through Dr. Watts also22 presented testimony on undue economic23 concentration. Dr. Watts urged that the24 relevant geographic market should be considered25 as more regional in scope rather than just



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1 ITEM NO. 142 considering Atlantic City because of the3 expansion in gaming in the Northeast. But such4 a concept has not been adopted by this5 Commission in the past.6 Further, as noted by Dr. Perry, this7 expanded view is unwarranted because the undue8 economic concentration standards are set forth9 in the Casino Control Act, which by their very

10 statutory nature, apply only to Atlantic City11 casinos.12 If the pending sale of Bally's Atlantic13 City is completed, as Dr. Perry notes, some14 undue economic concentration concerns are15 alleviated. To ameliorate some of these16 concerns, Dr. Perry has provided several17 recommendations to provide protections to18 enhance competition which the Division has19 codified in its list of proposed conditions to20 you.21 As set forth in our report and22 illustrated through our examination of Mr.23 Yunker, detailing the sequence of events and24 seeking a position for a specific plan as to25 capital expenditures as well as deed

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1 ITEM NO. 142 restrictions, certain plans, agreements, or3 commitments put forth by Eldorado came only4 after inquiry, prodding, or prompting in some5 cases, repeated inquiry,, and explanations6 where needed from the Division.7 These matters along with the matters8 discussed with Mr. Carano about some regulatory9 missteps following the grant of ICA to Eldorado

10 give the Division pause as to Eldorado's11 ability to recognize the needs and issues which12 Eldorado faces in this market and how to13 address and comply with them, particularly as14 to the vastly expanded enterprises of proposed15 New Caesars.16 In conclusion, the Division has17 presented a list of the conditions it submits18 should be imposed at a minimum if the19 Commission decides to approve this merger.20 These conditions are essential to ensure close21 and continued financial oversight of proposed22 New Caesars, quantify and implement robust23 capital investment in Atlantic City, monitor24 staffing levels, evaluate the impact of any25 proposed cost cuts and consolidation measures

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1 ITEM NO. 142 in relation to the Atlantic City properties,3 remove barriers to entry to maintain4 competition, and require New Caesars to adhere5 to the commitments that have been made on this6 record.7 Thank you.8 CHAIR PLOUSIS: Thank you.9 Mr. Schrier?

10 MR. SCHRIER: Is that better?11 CHAIR PLOUSIS: We can hear you now.12 MR. SCHRIER: Thank you, Chairman and13 Commissioner Cooper. I appreciate your efforts14 and time over a very long day or two.15 As you have heard, this is the last16 approval that is needed for this transaction to17 close. And with an approval, the Eldorado and18 Caesars merger is poised to be undertaken as19 quickly as possible. This has been in process20 for a year. And as you have heard, this matter21 has been before over 20 gaming boards and22 commissions who have all approved the merger.23 I, like you and the Division,24 acknowledge that this is a complicated25 transaction with many moving parts. No one

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1 ITEM NO. 142 said that pursuing the largest gaming deal in3 history would ever be simple. And we add in4 the COVID crisis and the multitude of5 adjustments that had to be made in the last six6 months, and you heard how that complexity can7 increase.8 But notwithstanding all that, I think9 you heard loud and clear that these two

10 companies have positioned themselves with the11 equity, with the funding, and with the12 liquidity in place to close this deal now and13 to proceed well into the future.14 How did they do it? How did they find15 that path when faced with adversity in the16 markets and the gaming industry? I submit they17 were able to do it because of the leadership of18 the executives at Eldorado and at Caesars. The19 people you heard from yesterday and their staff20 have the skills and the knowledge and the sheer21 strength of principle to solve the thorny22 problems, to address the concerns of regulators23 and of banks and investors, and to lead the24 company to be in a position to close this deal.25 That same leadership team will be the reason



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1 ITEM NO. 142 that this combined company will succeed in the3 future.4 The Division's report raised many5 questions which I will address, but the two6 primary areas that you need to consider are,7 one, if this company has proven its financial8 stability and, two, that the combination will9 not result in undue economic concentration

10 under the Casino Control Act.11 Let's talk about financial stability.12 You heard the testimony of Mr. Reeg and Mr.13 Yunker that as conditions in the market14 changed, the company used its resources to find15 appropriate debt equity and liquidity. You16 heard Mr. Yunker testify that post-reopening17 operating results and cash flows are18 significantly ahead of the April expectations.19 And also that the preliminary property level20 revenues for the second quarter of 2020 did21 exceed the April 30 forecast model.22 Additionally, you heard that Eldorado23 executed a series of equity and debt24 transactions in mid-June, just last month, that25 were met with tremendous demand from investors.

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1 ITEM NO. 142 On June 19th, Eldorado closed a 20.73 million share offering that yielded $7724 million of cash proceeds. Immediately5 following that equity raise, Eldorado executed6 an $8 billion debt offering as well. And in7 addition to achieving a very low cost of debt,8 overwhelming demand allowed Eldorado to upsize9 the offering and put additional liquidity on

10 the balance sheet by ensuring full access to11 the combined company's $2 billion of revolving12 credit facilities at closing.13 The testimony noted that New Caesars14 earliest debt maturity will be at the end of15 2024, and that was also indicated in the16 Division's report. This provides over four17 years of runway for New Caesars to complete18 integration, drive free cash flow, de-leverage,19 and optimize the combined asset base as it has20 done in prior transactions.21 In order to further augment Eldorado's22 liquidity position, they also announced two23 additional transactions in June. One was a24 $500 million additional proceeds from VICI that25 are expected in the third quarter in connection

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1 ITEM NO. 142 with the sale of land in Las Vegas, and a new3 mortgage note and $210 million of incremental4 commitments to Eldorado's revolving credit5 facility.6 Mr. Yunker testified that Eldorado7 expects to have approximately $4 billion of8 liquidity by the end of the third quarter 2020.9 And Eldorado will have an equity market

10 capitalization for approximately $7 billion,11 which is the largest among public company peers12 in the industry.13 Most importantly, while performance14 results are ahead of expectations in April,15 Eldorado's liquidity position is well beyond16 any expectation that the company or the17 Division had in late April. The post-June18 liquidity position now puts New Caesars in a19 position to endure potential operating cash20 flow weaknesses for extremely sustained periods21 of time and addresses the concern raised by22 Miss Richardson about the uncertainties of the23 future.24 I submit that all of this solidly25 addresses the concerns raised by the Division

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1 ITEM NO. 142 over financial stability and debt structure.3 Beyond capital structure, the Division4 raised several areas of concern about other5 aspects of the merger. One area was the6 potential impact of synergy measures on the7 Atlantic City market. And Mr. Chairman, you8 also asked about that as well.9 The testimony of Tom Reeg and Bret

10 Yunker explained that the synergy measures have11 already started to be implemented by the12 company. You heard the 200 million will be13 realized from decentralizing the current14 Caesars organization. Additional synergies15 will be realized from purchasing consolidation,16 duplicative professional services, misdirected17 IT spend, and more enterprise level contracts18 and slot floor optimization. And another19 hundred million dollars of revenue driven20 synergies are expected from the Caesars Rewards21 impact.22 Mr. Yunker, Mr. Carano and Mr. Reeg all23 stated that these measures were never from day24 one intended to come from Atlantic City. And25 in fact, to back up that statement, they have



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1 ITEM NO. 142 agreed to Condition No. 22 which requires any3 reductions in full-time employees or part-time4 employees of more than 50 persons to be5 submitted approved by the Division. There are6 no anticipated reductions in force at any7 individual casino facility in Atlantic City.8 However, in the future, if there would be,9 Eldorado, New Caesars has an agreed to obtain

10 approval.11 Another area the Division raised -- and12 it's a legitimate question -- is the company's13 ability to manage integration of CEC into ERI14 and become New Caesars given the scale of this15 merger. In that regard you heard Anthony16 Carano, Tom Reeg, and Steve Calllender testify17 about the skill and experience of a combined18 Eldorado and Caesars executive management19 teams.20 Significant integration planning efforts21 have been ongoing following the announcement of22 the transaction in June of 2019, including site23 visits to all the Caesars properties. Detailed24 integration plans are being executed across all25 key functions of the business such as

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1 ITEM NO. 142 marketing, responsible gaming, accounting,3 finance, human resources, and so on.4 Lastly, senior leadership has been5 confirmed, and the leaders were selected from6 both legacy Eldorado and Caesars teams at the7 corporate and property level. Key executives8 of both companies understand and have9 experience with integration of gaming

10 properties, and are well under way to hit the11 ground running, as Mr. Carano said.12 I'd like to address the concerns raised13 by the Division and well recognized by Eldorado14 about the lack of capital investment in CEC15 properties in Atlantic City and as part of the16 petition seeking to convey the Harrah's real17 estate to VICI, which is a concern that this18 sale to VICI might result in a lack of capital19 expenditure.20 If there was one overarching area of21 concern that was raised over and over again, it22 was the lack of the capital expenditure at the23 CEC properties in Atlantic City. No one24 disputes that. But that wasn't due to25 Eldorado. But as Miss Richardson said quoting

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1 ITEM NO. 142 Mr. Reeg, we take the good with the bad.3 So what is the remedy? After reviewing4 the situation and working back and forth with5 the Division, I'm not sure I would call it6 "prodding," but certainly the Division was7 instrumental in working through these8 conditions with Eldorado. But in working with9 them, Eldorado or New Caesars committed to put

10 $400 million into a fund and spend that on the11 three properties it will own over that12 three-year period.13 You heard Bret Yunker, Steve Callender,14 Tom Reeg testify that of that $400 million,15 they will invest $150 million in Caesars16 Atlantic City for the first three years after17 the merger and at least $125 million in Bally's18 Atlantic City if that property is not sold to19 Twin River.20 Additionally, New Caesars has committed21 that on an ongoing forward basis they will22 invest at least five percent of Atlantic City23 net revenues on capital expenditures in these24 Atlantic City properties after the first three25 years.

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1 ITEM NO. 142 At the Division's request, they will put3 this money into a trust to be administered by4 an independent trustee who can step in if they5 fail to meet their commitment. This, as Miss6 Richardson said, is unprecedented. What does7 it mean? What does it mean? It means that New8 Caesars is committed to Atlantic City and to9 improving the facilities it operates in

10 Atlantic City to be best in class.11 This agreed-upon commitment was made to12 address several areas, not just the chronic13 undercapitalization of Caesars and Bally's, but14 to address the other concerns raised by the15 Division like the sale of Harrah's land to16 VICI.17 Although New Caesars does not agree with18 the Division and Dr. Perry's view that REIT19 ownership might encourage undercapitalization,20 the commitment made satisfies and addresses21 those concerns in a big way.22 And with the sale of Harrah's land to23 VICI -- I'm sorry. Yes. With the sale of24 Harrah's land to VICI and the sale of Bally's,25 VICI will be in exactly the same position as it



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1 ITEM NO. 142 is today, holding the land of two casinos under3 an approved master lease by the Casino Control4 Commission.5 The reality is -- and the Division has6 said this ad infinitum -- Caesars did not7 expend the capital that was needed to upgrade8 their Atlantic City casino hotels. That was9 not getting better. As we sit here today, what

10 would be the outcome if this merger did not11 occur? I can assure you that there would not12 be a commitment and a fund to spend $40013 million on these properties. Not a knock on14 Caesars, but Eldorado wants to be in Atlantic15 City, and they've backed that up not just with16 promises but with enormous dedicated and17 set-aside funds to prove it.18 Finally, let's talk about the issue of19 undue economic concentration. Section 82 of20 the Act requires the Commission to determine21 whether the outcome of this transaction will22 result in undue economic concentration. The23 law requires the Commission to consider changes24 in market share which could result from the25 transaction and offers 11 statistical

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1 ITEM NO. 142 categories set forth in the Act.3 You heard from two experts, one, Dr.4 Watts, saying that there is in his view no5 finding of undue economic concentration under6 Section 82 of the Act alone. But he also said7 that under all the other criteria that you may8 want to take into account, like the FTC does,9 like the Department of Justice does, that even

10 under those criteria, there were no -- there11 was no undue economic concentration.12 The other expert didn't make a13 recommendation on approving this merger either14 way, but he did offer potential mitigating15 conditions to foster competition if the16 Commission chose to allow the merger to occur.17 Although it's not binding on the18 Commission, you did hear evidence that the FTC,19 after months of its review, concluded that the20 transaction would not substantially reduce21 competition in the Atlantic City area, and they22 closed their investigation of the Atlantic City23 market without any remedial actions to address24 anticompetitive concerns.25 I submit that experts can differ, but

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1 ITEM NO. 142 this Commission has seen situations over the3 years where operators have held three, as CEC4 does as we sit here today, and even four5 casinos. So New Caesars holding three casinos6 and having five or six competitors gunning for7 them is not unusual or something that this city8 hasn't seen before. What is unusual is that in9 order to address any concerns about competition

10 under Section 82 of the Act, New Caesars not11 only committed a massive dedicated capital12 expenditure fund but committed and agreed to13 conditions to removing all of the current deed14 restrictions on three potential casino15 properties that it will have rights over when16 it acquires CEC. And they've agreed not to17 implement any new deed restrictions.18 Further, the company committed to not19 closing any Atlantic City property for five20 years. And in addition, the company committed21 to selling land parcels in Atlantic City at22 fair market value that may assist a third party23 in developing a new casino, and they will not24 block any new development in the city.25 Lastly, they are committed to the sale

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1 ITEM NO. 142 of Bally's Atlantic City, the Twin River3 holdings which, as Mr. Callender noted, will4 add another substantial new competitor into the5 market.6 So as a result of all of those things, I7 would submit that the approval of this merger,8 including the conditions will, in fact,9 encourage competition in the Atlantic City

10 market for years to come.11 It's been noted by this Commission in12 past reviews of this issue of economic13 concentration that the responsibility of the14 Commission is not just to foster competition15 but under Section 1b(13) of the Act to also16 encourage the rebuilding and redeveloping of17 existing facilities and of encouraging new18 capital investment in Atlantic City and to19 provide a meaningful and permanent contribution20 to the economic viability of the resort,21 convention, and tourist industry of New Jersey.22 That's a quote from the statute. I23 submit to you that this transaction and the24 sale of the Harrah's land to VICI with these25 conditions will accomplish that.



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1 ITEM NO. 142 I have one additional housekeeping item,3 and that is that if you agree to the merger, we4 have created a capital expenditure trust. And5 that Trust Agreement has been submitted in6 evidence as P-5. If you do agree to the7 merger, then I would ask that you approve the8 Trust Agreement and, in addition, qualify the9 Trustee, John J. Farmer, to serve as Trustee

10 over the capital expenditure trust. So I would11 ask that you kindly do that as part of your12 decision.13 In conclusion, we respectfully request14 your approval of this merger and the relief15 requested in the associated petitions that are16 pending before you numbered 15 through 18 on17 your agenda.18 I want to thank you again for your time19 and effort and consideration for this very20 complicated matter. And I also want to thank21 the Director and the Director's staff for all22 of their hard work and efforts over the past23 year.24 Thank you.25 CHAIR PLOUSIS: Thank you, Mr. Schrier.

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1 ITEM NO. 142 Commissioner Cooper, any last questions?3 COMMISSIONER COOPER: I'm fine.4 CHAIR PLOUSIS: You're fine?5 COMMISSIONER COOPER: Thank you.6 CHAIR PLOUSIS: Well, we will recess7 until tomorrow morning at 10 a.m. We'll see if8 we get that -- the documents in regard to that9 pending matter, and we'll all review it before

10 we come to our conclusion tomorrow morning.11 MS. FAUNTLEROY: Oh, no. Actually, Mr.12 Chairman, we do have to address whether or not13 the Commission will agree to allow Hard Rock to14 participate. And if you do agree -- well,15 they -- the parties should be allowed to be16 heard to speak to that if there's any17 objection. And if you do grant them the right18 to participate, then you could review the brief19 that they would file. But the question still20 remains addressing the motion to participate,21 which is still in the process of being22 prepared.23 I understand that Mr. Casiello has24 reached out to Mr. Schrier and to the Division.25 Has there --

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1 ITEM NO. 142 MR. SCHRIER: Yes. I've spoken with Mr.3 Casiello.4 MS. FAUNTLEROY: Okay. Is there any5 preferred timeline to address that matter?6 From your perspective?7 MR. SCHRIER: Having not seen what the8 filing is going to say, it's a little difficult9 for me to respond.

10 MS. FAUNTLEROY: I understand.11 MR. SCHRIER: But, obviously, my goal is12 to allow the Commissioners to deliberate and,13 you know, provide their decision as quickly as14 possible.15 MS. FAUNTLEROY: Understood.16 So what I'm trying to determine, Mr.17 Chairman, is if we want to -- because I do have18 it on my BlackBerry, the petition. If we want19 to reconvene this evening to address the motion20 to participate, assuming it is served and filed21 on everyone? And make your decision on that so22 that when we recess for the evening, we know if23 you're deliberating with that brief or not.24 CHAIR PLOUSIS: Excellent. Thank you.25 MS. FAUNTLEROY: Is everyone available

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1 ITEM NO. 142 to reconvene later?3 MS. RICHARDSON: Yes.4 MR. REBUCK: Yeah. The Division will5 make itself available. This is Dave Rebuck.6 MS. FAUNTLEROY: So let's say we want to7 give them until 4:00?8 MS. RICHARDSON: That would be okay.9 MS. FAUNTLEROY: Okay. We'll reconvene.

10 CHAIR PLOUSIS: All right. Then we'll11 recess now reconvene at 4:00.12 Mr. Schrier, you have the documents13 electronically transferred?14 MS. MENDES-FERREIRA: MaryJo, I think15 you're muted.16 MS. FLAHERTY: Dianna, I just want to17 note, I think you also have a petition from18 maybe Ocean as well?19 MS. MENDES-FERREIRA: We do.20 MS. FAUNTLEROY: Oh, you got that.21 Yeah. I haven't gotten that one yet.22 MS. FLAHERTY: I just want to note,23 there's some other petitions on the agenda.24 MS. FAUNTLEROY: Yes. Yes. We will do25 those tomorrow morning.



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1 ITEM NO. 142 MS. FLAHERTY: Okay. Thank you.3 MS. FAUNTLEROY: Yeah.4 MS. RICHARDSON: And Mr. Chairman, and5 Dianna, if I could be heard with the one6 component that Mr. Schrier ended with about the7 Trust and the Trustee, Mr. Farmer?8 CHAIR PLOUSIS: Yes.9 MS. RICHARDSON: Since the Division

10 is -- the agency that would recommend to you11 whether an individual should be qualified, I12 just want to note for your reference and13 convenience when you consider these particular14 matters and those rulings in particular on the15 Trust, the Division does recommend that Mr.16 Farmer be considered qualified. He has17 previous experience in -- as a divestiture18 trustee in other matters. As you know, Mr.19 Farmer was former Attorney General of New20 Jersey and has had a prestigious career in21 public service. So we wholeheartedly recommend22 him for qualification for that position.23 Thank you.24 CHAIR PLOUSIS: Thank you. So noted.25 Then we will -- we will recess until

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1 ITEM NO. 142 4:00. We'll see everybody back at 4:00. Thank3 you.4 MS. FAUNTLEROY: All right. Thank you.5 (A recess was taken from 2:49 to 4:026 p.m.)7 CHAIR PLOUSIS: Good afternoon. Again,8 this is Chairman Plousis. We're reconvening9 the Casino Control Commission meeting.

10 So I'm going to turn it over to our11 Chief Counsel.12 Dianna?13 MS. FAUNTLEROY: Good afternoon14 everyone, again.15 Since the break, we have received letter16 petitions filed on behalf of AC Ocean Walk,17 LLC, and Boardwalk 1000, LLC, also known as18 Hard Rock, seeking to participate in the merger19 proceeding through the filing of a letter20 brief.21 Their action is pursuant to Rule22 1:1-16 -- 6. Rule 1:1-16.4 of the23 Administrative Rules consistent with the24 Commission rules requiring that actions of this25 nature be guided by the administrative

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1 ITEM NO. 142 procedures rules.3 So with that, Mr. Chairman, if the4 parties wish to be heard with respect to those5 two motions to participate.6 CHAIR PLOUSIS: Mr. Schrier? Would you7 like to be heard on this matter?8 MR. SCHRIER: I would not. But Mr.9 O'Gara is going to handle this matter as

10 Co-Petitioner.11 CHAIR PLOUSIS: Excellent.12 MR. O'GARA: Good afternoon, Chairman,13 Commissioner Cooper. Paul O'Gara, Brownstein,14 Hyatt, Farber Schreck on behalf of the15 Co-Petitioners Caesars.16 We're in receipt of Mr. Casiello's17 motion and his short letter regarding18 participation. We would, on behalf of the19 parties, oppose an objection to the20 participation.21 While we recognize that the standards22 for participation under the rule are23 substantially less than they would be for24 intervention, I would urge the Commission to25 consider that this petition arrived after the

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1 ITEM NO. 142 closing statements in this matter and that3 perhaps it's not timely.4 I would also urge you to consider that5 there's nothing that states what the compelling6 interest or the specific interest that either7 of the two parties, either AC Ocean or Hard8 Rock, have with respect to this matter that9 could add anything substantial.

10 We think that the -- all the facts and11 virtually all the arguments the Commission we12 would consider have been placed before by the13 Division by the Petitioners and that nothing14 would be added to the proceedings by the15 participation of either of these parties.16 Thank you.17 CHAIR PLOUSIS: Thank you, Mr. O'Gara.18 Miss Richardson?19 MS. RICHARDSON: Thank you, Chairman and20 Commissioner Cooper.21 The Division does not formally oppose22 the request for participation, but I would note23 that we really do have to echo what Mr. O'Gara24 said, that it is open to question whether the25 Petitioners have presented a significant



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1 ITEM NO. 142 interest in the outcome of this proceeding3 considering the scope of the merger and the4 interests that it set forth in the letter5 petitions that were sent to you and the parties6 today.7 Also, we note that this is very late in8 the process, and if the Commission is inclined9 to consider such participation, it should be

10 completed as soon as possible as to so, under11 the rules that Miss Fauntleroy set forth, to12 not cause undue delay.13 Thank you.14 CHAIR PLOUSIS: Thank you.15 (Conferring.)16 * * * PAUSE * * *17 CHAIR PLOUSIS: Excuse me for the18 sidebar.19 Reviewing the matter, we're going to20 move forward on this. We took note that we did21 receive these letters, but we're not entering22 it into the -- as a party to this action. As23 we heard earlier by both parties that this is24 late in the game and the closing statements had25 already been made. So.

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1 ITEM NO. 142 MS. FAUNTLEROY: So I would just for the3 record -- just make a motion to deny the4 petition -- the request of Hard Rock and of5 Ocean to participate.6 CHAIR PLOUSIS: I'll make a motion.7 Do I have a second?8 COMMISSIONER COOPER: I'll second that.9 CHAIR PLOUSIS: All in favor, say aye?

10 (Ayes.)11 CHAIR PLOUSIS: Opposed?12 (No response.)13 CHAIR PLOUSIS: Ayes have it.14 MS. FAUNTLEROY: Okay. So find out if15 there's anything else.16 CHAIR PLOUSIS: Are there any other17 matters pertaining to this from the Division or18 counsel?19 MR. SCHRIER: I have none, Chairman.20 MS. RICHARDSON: None, Chairman.21 CHAIR PLOUSIS: Hearing --22 MS. FAUNTLEROY: So this is the last23 recess.24 CHAIR PLOUSIS: Yes.25 MS. FAUNTLEROY: 10:00?

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12 CHAIR PLOUSIS: 10:00.3 MS. FAUNTLEROY: 10:00 in the morning.4 And the Commission will render its decision on5 the merger action.6 And as we discussed offline, the other7 matters will also be called separately, giving8 an opportunity for the parties to speak briefly9 to those items, or you can reference arguments

10 made on the merger matter instead if you11 choose. And then we'll close out the meeting.12 CHAIR PLOUSIS: Thank you. So we're in13 recess until tomorrow morning at 10:00.14 MR. SCHRIER: Thank you.15 MS. RICHARDSON: Thank you.16 MR. O'GARA: Thank you.17 MS. FAUNTLEROY: Have a good evening,18 everyone.19 MS. FLAHERTY: You, too.20 (Public Meeting 20-07-15 was recessed at21 4:09 p.m.)22232425

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12 C E R T I F I C A T E34 I, M. DARLENE ENGEL, a Certified Court5 Reporter and Notary Public of the State of New Jersey,6 certify that the foregoing is a true and accurate7 transcript of the proceedings via remote technology.8 I further certify that I am neither9 attorney, of counsel for, nor related to or employed

10 by any of the parties to the action; further that I am11 not a relative or employee of any attorney or counsel12 employed in this case; nor am I financially interested13 in the action.1415161718 ------------------------19 M. DARLENE ENGEL, CCR20 License No 30XI01023002122 Dated: July 21, 202023 My Notary Commission Expires24 November 21, 202425 ID No 50117353


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added 165:14adding 105:15123:5

addition 21:1138:16 64:2126:10137:21 147:7156:20 158:8

additional9:13 32:3,733:17,18,1934:10 39:2040:12 147:9147:23,24149:14 158:2

Additionally146:22152:20

address 35:1153:12 83:20114:2 136:12136:14 137:2143:13145:22 146:5151:12153:12,14155:23 156:9159:12 160:5160:19

addressed 42:244:25

addresses114:25115:15148:21,25153:20

addressing159:20

adhere 144:4adjacent 124:4adjustments

145:5administered153:3

administra...2:5 71:13135:4,6163:23,25

adopt 125:18adopted 73:17142:4

adoption140:21

advantage18:11 89:7,889:19,2490:21 124:11131:13 132:6

advantages117:9

adversely 38:8adversity145:15

advise 136:6advisor 71:15affect 26:1443:18 112:17

affiliated94:9

afternoon68:24 69:21135:18 163:7163:13164:12

agencies 8:16129:21

agency 110:17119:12162:10

agenda 4:2158:17161:23

ago61:5 82:9120:19122:20

agree 34:335:4,6 36:25


47:17 48:1250:9 51:254:15,2175:23 95:18111:20112:19113:21153:17 158:3158:6 159:13159:14

agreed 35:836:5,8,1839:2,8 102:6106:20113:10,14114:7,17,22115:5,9,11150:2,9156:12,16

agreed-upon153:11

agreement 5:1629:5 50:1751:18 140:18158:5,8

agreements143:2

ahead 42:1494:24 95:19146:18148:14

air139:6airline 140:3ALISA 2:4alleviated142:15

allow 27:1243:9 64:12155:16159:13160:12

allowances18:6 84:1084:17,21

allowed 12:15147:8 159:15

allowing 28:2allows 45:15alter 75:18alternative73:14 74:7

alternatives24:12 96:10112:22

amazing 101:24102:8

ameliorate142:15

amended 46:2Amendment 5:11amenities 87:593:14 98:15106:6 123:17125:19130:22 131:4131:7

amenity 62:25Ameristar 9:9amount 17:2117:22 141:5

amounts 78:16analyses 48:11analysis 5:5,95:11 6:1310:14,1819:13 31:6,740:19 48:2249:14 54:1165:8 75:1976:5,6 78:2379:5 90:9,2390:24 110:15121:6 126:20137:23

ANALYST 2:5analyze 92:9announced 14:928:22 33:3122:20147:22

announcement136:16

150:21anomalous130:6

answer 60:1565:14,2095:10 108:4132:17

answered 98:23Anthony 150:15anticipated150:6

anticompet...27:16 98:9155:24

antitrust 8:1121:24 22:622:10,1823:3,8,1126:19 27:1744:10 54:1354:18,21

anymore 106:25applied 21:2apply 50:8110:16142:10

applying 22:1822:25 23:19

appreciate59:9,11144:13

appropriate90:9 92:2493:6 146:15

approval 4:96:9 42:3112:12,24137:11144:16,17150:10 157:7158:14

approve 53:21101:6 143:19158:7

approved 19:1240:24 41:11

43:5,21 49:949:19 72:2177:24 79:1596:7 100:5103:6 106:18108:22112:15 113:3137:8 140:22141:20144:22 150:5154:3

approves 50:16approving129:22,23155:13

approximate119:8,8

approximately80:4 97:3118:6 148:7148:10

April 28:22146:18,21148:14,17

area11:612:15,17,1832:25 33:2,433:15 44:1844:20,22,2383:21 85:486:4 87:1788:25 105:9141:11 149:5150:11151:20155:21

areas 8:5,79:20 11:950:24 66:3107:7 137:12140:4,12146:6 149:4153:12

arguments165:11 168:9

arose 97:5


103:16arrived 164:25arrives 136:13aside 12:2220:17 127:3

asked 10:1318:13 53:3110:22114:11121:21 149:8

asking 78:8aspects 75:1178:24 99:10149:5

assess 9:8,119:17 21:2,2227:8 57:19

assessing 9:199:23

asset 37:552:12 72:18147:19

assets 121:3assist 156:22associated84:3 138:11158:15

Associates 8:2Association118:19

assuming160:20

assure 154:11asymmetry105:18,19

Atlantic 1:111:14 3:8 4:75:7,10 6:86:14 9:2010:4,16 11:812:11,16,2112:24 13:1114:16,2116:23 17:817:12 18:2018:22 19:14

20:3 23:2,223:6,8,10,1223:20,22,2424:2,4,6,924:10,14,1524:20,2125:3,9,15,2025:22 26:6,826:9,12,1326:16,2328:23 29:2330:4,9,2131:11,15,1832:8 33:6,1133:15 34:635:18,2536:3,6,9,1336:17,2037:2,6,12,1537:17,2138:2,6,9,2239:14 41:1942:9 44:4,644:14,17,1844:21 45:1045:11,13,1846:4 47:753:13,1660:23,2561:2,6,11,1561:17,2562:3,23 65:565:8,11 66:966:10 67:1076:14 77:2388:6,22 89:589:12,20,2590:5,13,1490:17 91:5,991:11,12,1491:15,22,2492:5,15 93:893:19,2394:13,1995:20 96:2397:2 104:6

110:25 111:2111:7,10,13115:21116:12,21117:8,13118:18 122:2122:9,14123:8 126:4126:11,16129:6,13130:7,16131:13,24137:16,19140:7,25142:2,10,12143:23 144:2149:7,24150:7 151:15151:23152:16,18,22152:24 153:8153:10 154:8154:14155:21,22156:19,21157:2,9,18

Atlantis 72:972:12 122:6

attached 39:8attended 32:632:10

attention51:25

attorney 2:93:4 136:4162:19 169:9169:11

ATTORNEYS 2:9attract 117:12125:19

attracted89:18

attracting86:22

attraction61:10 123:3

123:7 125:17attractions60:25 61:1561:19,20,2562:7,14,16122:13,15123:22 124:7131:7

attractive98:5 102:6102:21 127:8127:18,22

auctions 71:11augment 147:21August 70:18authorities8:17

authority77:14

available36:11 40:1940:21,2250:3 108:13160:25 161:5

Avenue 1:13avenues 50:17average 14:4,616:21 17:2526:21 46:1246:23 78:280:3 81:1382:17

aware 11:2138:24 39:1241:3,13,1841:21 49:1949:21 63:2065:23 94:895:3,6,17109:9 111:25113:6,8,13113:24114:21 115:4115:8

aye167:9Ayes167:10,13


BB2:2BA69:25bachelor's8:20

back29:565:11 68:2571:14 80:15123:23124:19 125:8128:10132:16,20133:6 135:12135:19149:25 152:4163:2

backed 154:15background55:22 57:4,561:23,2469:24 70:9

backwards 20:9bad141:10,12152:2

balance 44:19147:10

ballpark 118:9Bally's 3:84:8 6:7 14:914:12 15:1615:23 16:5,928:23 29:4,829:15,16,1930:3,6 35:1135:15 46:446:22 47:5,947:13,21,2349:9 51:1752:3,9 66:1687:16,2197:15,2398:4,12,1999:4,13100:3,16107:9 133:22133:22

137:19142:12152:17153:13,24157:2

bankruptcy72:17 73:6118:17

banks 145:23bar19:8barrier 50:6barriers 20:349:14,2350:2,1078:24 79:5115:20 144:3

bars14:22,2515:4,7,10124:13 133:2133:3

Bart61:8122:19125:25

base119:21147:19

based 10:2416:21 19:922:4 46:1246:25 67:1575:12 94:5

basic 105:2,2106:24

basically 73:978:9,11 79:291:13 102:16

basis 32:15152:21

beach 63:2102:3 124:12124:13126:13,16

bear57:24beautiful126:17

began 71:2585:7 110:18

beginning55:21 80:1582:3 87:25118:23124:20 137:5

beginnings81:6

behalf 9:23136:6 163:16164:14,18

believe 43:2483:20 86:986:19 136:4

Bell70:4,8,1070:19,20,23

belong 128:17benchmark 42:742:23

benchmarks14:21 15:1715:18 16:616:10,2442:25

benefit 28:239:20 70:1782:24

benefits 28:362:5 80:2182:13

benefitted87:5,12

best47:475:10,13130:24153:10

better 48:952:15,2565:11 83:1087:4 97:12100:8 144:10154:9

betting 63:2564:2,3,4126:21

beverage 18:8beyond 45:18

138:15148:15 149:3

big89:22133:8 153:21

billion 73:10147:6,11148:7,10

binding 155:17bit20:8 47:1356:25,2581:13 113:7119:24 124:8

BlackBerry160:18

BLANK 3:5Blatstein 61:8122:19125:25

block 39:898:7 102:22115:9,11156:24

blocked 102:17104:20

blocking 108:2109:22128:14

blocks 131:10blue14:2316:2

boards 144:21boardwalk 1:133:8 4:8 6:863:3 102:18124:21,22125:6 126:13126:17163:17

bondholders102:10,11

Borgata 98:2105:7 123:19

Borgatas 98:16born126:15Bossier 9:1632:25 53:19


bottom 14:458:22

bottom-line39:16

bouncing 65:11boundaries44:10,11,1290:16,1891:10 129:17

boutique131:24

boy132:25break 67:22,2468:17 163:15

breakup 70:1170:20

Bret149:9152:13

brick 64:21brief 112:9159:18160:23163:20

briefly 92:10119:2 133:17168:8

bring 62:2066:25 141:5

bringing 58:19broad 56:8broader 23:1223:24 24:325:20 26:1226:17,2338:16,18,1989:25 124:6

broadly 106:4Brownstein3:10 164:13

build 102:23122:21

building 61:972:13 131:15

built 91:21102:7,9105:3,3

106:25burst 84:4business 8:1511:5,19 31:531:13,1767:10 90:790:19 139:3139:19150:25

buy56:14

CC3:2 169:2,2Caesars 3:6,63:7,7,11 4:54:5,6,6,95:6,10,17,186:5,6,6,7,106:14 9:1810:4,15 11:711:19,2013:22 14:5,814:20,2415:5,19,2116:2,7,2217:2,4,627:24 28:228:22 29:1029:22 30:734:2,3 35:2538:25 39:643:10,15,1843:19 46:1749:4 51:2075:23 86:386:10,1487:17,20,2097:6,15,2298:8,12,1999:13 102:16103:17109:13113:10,13114:8,21115:4,8,11115:19

128:20137:19141:10143:15,22144:4,18145:18147:13,17148:18149:14,20150:9,14,18150:23 151:6152:9,15,20153:8,13,17154:6,14156:5,10164:15

Caesars' 16:20138:19

Caesars/Ha...72:25 97:8

calculate47:19 60:279:23

calculated47:8 77:2580:3

calculating59:25

calculation46:12

calculations46:25 80:11

call62:1569:11 131:16136:3 152:5

called 14:218:5 21:2422:11,14,1530:13 70:19102:3 168:7

Callender152:13 157:3

calling 17:3Calllender150:16

capital 36:19

50:20 52:2086:19 109:5109:12113:23 114:3114:5,8,12137:13 140:4140:24141:16142:25143:23 149:3151:14,18,22152:23 154:7156:11157:18 158:4158:10

capitaliza...148:10

capture 105:20Carano 143:8149:22150:16151:11

career 118:5162:20

careful 34:23carefully140:20

Carl73:1294:9

case37:9 42:343:8 61:372:10,15,1694:16 95:2397:12,18134:11,16,20169:12

cases 71:19,2193:21 121:15129:14 143:5

cash146:17147:4,18148:19

Casiello159:23 160:3

Casiello's164:16


casino 1:3 2:32:5 5:7,115:13 6:59:14,15,2410:16,1711:14,21,2412:10,13,2012:23,25,2513:8,12,2414:12 15:616:20,2317:17 18:718:11 19:2019:22,2520:18 21:623:5,20 24:925:8 27:2127:24 28:1228:15,2329:12 31:2433:4 34:635:15,1736:3,12,1237:23,2438:2,6,8,938:17 39:941:15 48:449:23 50:1052:10 54:1055:11 57:1658:13,1459:5 62:1062:11 64:664:14 67:672:2,7,8,1172:12,12,1374:11,2583:24 84:884:12,13,2385:6,9,10,1385:14,16,2285:25 87:2,487:6,8,9,1387:13,2288:21 89:7,889:9,11,13

89:18 90:1891:11,21,2397:21 101:10101:18102:17,21,24103:21104:10,15105:2 106:25107:24108:18110:10111:16,23115:14118:11,13,19119:12 121:9121:19,20124:3,4,6,25125:10,23127:23128:16,17129:2 130:15130:17 131:3131:10,16,24133:25139:16 142:9146:10 150:7154:3,8156:14,23163:9

Casino's 98:7casino.com64:16

casinos 9:1012:15 17:2120:2 23:9,1124:6,8,2225:16 28:430:6 32:2535:19 41:1442:11 43:2244:17,2245:5 46:1646:19 47:347:21 48:2549:3 50:4,458:10,17

60:23 61:461:18 62:1262:13,15,1662:17,2163:3,21 64:266:9,10 67:681:9 84:585:3,13,2285:24 86:2589:2,17,2289:23 90:490:11,14,2091:2,6,15,1891:24 92:16103:9,16106:5 108:15108:17111:10116:18,20,24117:8 122:11124:10,21,23130:20131:22 139:2139:10142:11 154:2156:5,5

cast121:19catch-up141:11

categories13:23 14:356:8 58:8,859:7 74:1179:15,17155:2

cause 34:20166:12

CCR169:19CEC137:18140:25150:13151:14,23156:3,16

CEOC3:6 4:5certain 39:2281:4 89:10

90:21 93:2094:10 96:6100:5 111:16112:17 143:2

certainly48:17 52:852:25 54:1866:21 78:2281:5 85:2090:25 98:8123:17 152:6

Certified 1:18169:4

certify 169:6169:8

cetera 55:2355:23,23,2461:10,11

CHAIR 2:3 7:47:11,20 40:351:11 53:2355:4,7,1565:2,9 66:1467:11,14,1867:23 68:1268:21,2469:5,8,12110:4 115:25117:20,23128:4,21129:3 130:11131:12 132:3133:12 134:5134:7,23135:5,11,18135:24136:15 144:8144:11158:25 159:4159:6 160:24161:10 162:8162:24 163:7164:6,11165:17166:14,17167:6,9,11


167:13,16,21167:24 168:2168:12

Chairman 7:740:2,5,655:6 64:2567:17,2068:11 69:10117:24133:16 135:8135:22136:18144:12 149:7159:12160:17 162:4163:8 164:3164:12165:19167:19,20

Chairman's95:15 136:9

change 25:1326:15 34:2034:23 39:1339:16 48:1378:10 79:779:10 81:1883:3 90:1990:22 91:491:10 100:14120:17,18127:16

changed 34:11146:14

changes 12:1012:13,1525:3,5,2126:8,1342:10,18,2074:12 78:6120:2 154:23

characteri...115:10

chart 15:13charts 19:8check 79:12

chief 77:10134:11163:11

choice 93:1599:21,22100:2

choices 88:2493:15,18

choose 88:20168:11

choosing 56:1391:11 92:593:19

Chopra 53:8chose 75:6155:16

chronic 153:12circumstances120:16138:15

city1:11,143:8 4:7 5:75:11 6:8,149:16,20 10:510:16 11:812:11,16,1812:21,2413:12 14:1614:21 16:2317:8,1218:20,2219:14 20:323:2,3,6,923:12,20,2223:24 24:2,424:6,9,10,1424:15,20,2125:3,10,1625:20,2226:6,8,10,1226:13,16,2328:23 29:2430:4,9,2131:11,15,1932:8 33:2,433:6,12,15

34:6 35:1836:2,4,9,1336:17,2037:2,6,12,1537:18,2138:2,6,9,2239:15 42:944:4,6,14,1744:18,21,2245:10,11,1345:18 46:447:7 53:1353:16,1960:23,2561:2,6,11,1561:18,2562:3,23 65:565:8,11,2266:9,1067:10 76:1477:23 88:688:22 89:589:12,20,2590:5,14,1490:17 91:6,991:11,12,1491:16,22,2492:5,15,2393:19,2394:13,1995:21 96:2397:2 101:21104:6 110:25111:2,7,10111:13115:21116:12,21117:8,13,15118:19 122:2122:9,14123:8 124:13126:4,11,16128:7 129:6129:13 130:7130:16131:14

137:16,19140:7,25142:2,10,13143:23 144:2149:7,24150:7 151:15151:23152:16,18,22152:24 153:8153:10 154:8154:15155:21,22156:7,19,21156:24 157:2157:9,18

City's 23:1093:8

Claridge 36:672:17,19108:7

clarify 133:21class 153:10classic 102:14128:18

classifying76:21

clear 17:2104:15121:10123:16131:19 138:6145:9

clearly 111:8clients 119:16close 99:19100:17143:20144:17145:12,24168:11

closed 41:22104:21 147:2155:22

closely 100:13closeness116:23


closer 24:9closing 42:11134:25135:21136:11147:12156:19 165:2166:24

closure 34:7104:18,19

closures 41:1541:17 131:20

Club36:641:19 131:24

Co-Petitioner164:10

Co-Petitio...3:11 164:15

Code11:18codified142:19

cold46:17collect 30:23Collection5:18

Collections3:7 4:6 6:7

college 55:22Colt3:9 4:94:10 6:9,10

combination48:24 49:3146:8

combinations46:19

combined 17:499:13,18146:2 147:11147:19150:17

come24:844:14 59:2264:18 117:13126:2 149:24157:10159:10

comes 45:4126:3

comfortable60:16 123:12

coming 24:644:17,1990:17

comment 95:7comments 95:18122:25 126:5

Commission 1:31:11 2:3,55:13 6:5,168:19 9:8,2310:23 11:1511:22,2412:2,7 19:1221:4,6,1028:6 31:2535:14 36:2537:4 42:2,643:21 45:1550:16 53:2054:5,7,1268:7 72:2277:11,1493:22 94:2,394:7,1595:11,14,1796:14,1897:16 99:2100:7,14101:6,14103:11 107:6107:18110:25111:23112:15 113:2116:5,17117:17118:16,21129:4 134:19136:20140:14 142:5143:19 154:4154:20,23

155:16,18156:2 157:11157:14159:13 163:9163:24164:24165:11 166:8168:4 169:23

Commission's12:6 93:295:16 108:22140:20

commissioner2:4 7:8 40:741:6 53:855:16,1756:5,2357:20 58:259:8 60:1263:5,1264:23 65:267:16 117:23117:24118:13 119:7119:18 120:8120:14121:12,21125:20127:25 128:4133:20135:15144:13 159:2159:3,5164:13165:20 167:8

Commissioners10:25 136:24160:12

commissions144:22

commit 36:16commitment141:17 153:5153:11,20154:12

commitments

38:25 50:20137:14 140:5140:11,16143:3 144:5148:4

committed152:9,20153:8 156:11156:12,18,20156:25

commonly 59:23communication32:14 77:1077:13

Communicat...70:19

companies 11:464:17,1770:23 109:23145:10 151:8

company 3:84:7 5:18,196:8 17:449:3 70:1770:19 99:23145:24 146:2146:7,14148:11,16149:12156:18,20

company's140:11147:11150:12

compare 14:1515:14 16:6

compared 29:2430:5 66:23

compares 14:19comparison87:17

comparisons46:20 87:14

compelling165:5

compensate


133:9compete 11:823:11 52:12106:8

competing117:8

competition8:6,16 10:2426:2 33:1537:14 38:738:21 39:355:10 60:1160:20 66:2274:6 81:1681:25 82:682:22 94:599:9 103:19105:11,22106:14107:16 109:6112:17116:12,13142:18 144:4155:15,21156:9 157:9157:14

competitive5:5,9 8:139:5,8,11,179:19 10:321:2,22 22:324:21 26:1727:5,11,1327:18,22,2330:3,16,2539:20 45:1848:22 50:1851:3,5 54:2054:20 65:784:18 91:1991:23,24,2598:2,14,16105:7,21106:10,22107:24108:10 111:9

114:10,13117:3,14,14121:4 130:4

competitively42:22

competitor16:5 35:1835:18 60:7103:2 157:4

competitors11:4,5 23:1329:23 30:831:4 35:2360:6,2164:20 87:18115:20 156:6

complements62:16

complete 78:23134:11147:17

completed 28:6100:25142:13166:10

complexity137:24 145:6

complicated119:25144:24158:20

comply 143:13component88:16 137:21162:6

components112:18

comprehensive118:25136:22

comps 18:8,9conceived140:16

concentrated16:17,1877:2,3,7,8

77:18,1978:3,13,1378:19,2079:3 97:4129:18,19,23

concentration6:13 10:1612:3 13:6,1714:2,14,1915:2,8,11,1416:16 17:817:11 18:2119:5,9,10,1620:16,1921:9 22:2,424:25 25:425:22 26:3,526:7,8,13,1526:19,2127:8 28:1129:2,1437:17,2138:2,4,1239:18 42:1045:23 49:1452:5 54:1154:19 58:659:24 64:6,866:20,2473:18 74:576:7,10,2180:10 92:3112:13137:13 138:8141:23 142:8142:14 146:9154:19,22155:5,11157:13

concentrat...66:17

concept 22:1159:21 142:4

concepts 21:16conceptualize81:4

concern 105:10108:16128:13137:12148:21 149:4151:17,21

concerned53:17 129:12

concerns 35:1135:22 36:2236:24 79:4137:3 138:10142:14,16145:22148:25151:12153:14,21155:24 156:9

conclude 18:1618:19,2423:23 24:325:19 26:18

concluded20:14 23:1027:15 33:1437:13 45:2286:9 155:19

conclusion19:2 20:1223:17 27:1328:8,9 29:1829:20 37:237:17,1938:10,11,1838:20 39:1755:12 75:1282:5,9 99:5134:18,20143:16158:13159:10

conclusions23:7 45:2075:18 87:16

condition19:24 33:3


109:21115:10 150:2

conditions6:17 13:1419:25 33:6,833:25 35:935:10 37:638:25 39:539:13,1949:18,2150:15 51:354:20 106:19108:21109:11,16111:10112:16 113:2113:8,9115:19 117:6139:12140:13141:17142:19143:17,20146:13 152:8155:15156:13 157:8157:25

conduct 8:5,1110:13 25:1130:10 76:6

conducted30:12 31:1031:17 32:4,633:17,18

conducting48:21 49:13

Conferring166:15

confirmed151:5

conform 44:11conglomerated89:4

conjectural98:17

conjecture

91:25connection147:25

consequences129:13

consider 11:2313:4 19:1920:19 27:1842:23 45:1574:17 95:2096:14,18101:6 111:23146:6 154:23162:13164:25 165:4165:12 166:9

consideration44:2,13 62:988:3 108:22112:25121:18136:19158:19

considerat...45:3 103:10111:3 117:3137:9

considered10:18,2011:22 12:2,613:7 19:2120:21 21:722:20 24:1527:22 29:934:5 39:1040:17,1744:4 54:563:9,1974:12 78:291:12 116:8141:4,24162:16

considering15:15 45:1748:19 49:1497:8 140:21

142:2 166:3consistent24:24 98:8106:23163:23

consolidation137:15 140:6143:25149:15

construction36:11

construed129:10

consultant 9:730:18

consulting70:16 119:22

consumer 20:493:12

consumers56:13 80:2188:19 90:1690:21 91:491:10 93:18116:15,22117:12

consuming120:10

contentious72:20

context 73:596:22 121:8121:19132:14

continue 7:5135:20

continued 1:54:2,4 81:995:20 143:21

continuing139:16

contracted119:11

contracts149:17

contradict

88:11contrary141:13

contributes86:20

contribution157:19

control 1:32:3,5 5:136:5 10:1711:15,22,2413:8,2419:20,2220:18 21:627:21 28:1328:15 31:2437:23 38:1750:9,2554:10 55:1157:17 74:11110:10111:16138:16 142:9146:10 154:3163:9

controlled23:4 30:735:25

controlling49:3

controversial72:10

convenience162:13

convention72:14 157:21

converted 5:17convey 151:16convincing138:6

Cooper 2:4 7:840:7 55:1655:17 56:556:23 57:2058:2 59:860:12 63:5


63:12 64:2365:3 67:16117:23,24118:13 119:7119:18 120:8120:14121:12,21125:20127:25 128:5133:20135:15144:13 159:2159:3,5164:13165:20 167:8

copy95:12coronavirus34:6 66:3

Corp5:6,10corporate151:7

Corporation3:6 4:5,105:16 6:6,10

correct 9:2514:13 17:528:14,1732:12 33:935:2 39:3,439:10 40:2440:25 41:541:11,12,1743:6,7,12,1643:23,2544:4 45:5,2446:5,23,2447:9,1049:10,11,1549:16 50:1150:18 51:652:22 53:654:7,8,1455:13,2557:14 80:793:24 96:24111:4 113:3

113:17114:14,23,24115:6,7,16

correctly 57:9cost92:17,18137:15 140:6143:25 147:7

costs 39:2288:15 93:17116:14117:10 139:9

counsel 2:63:3 163:11167:18 169:9169:11

COUNSEL/EX...2:7

count 58:17120:4

counting 67:272:12

country 53:18128:22 129:2

county 44:11couple 121:24121:24

course 89:1397:19 99:23111:2,20139:25

courses 8:2456:3

Court 1:18,21169:4

covenants 36:636:9 50:13109:17137:17 140:8

covered 56:21COVID 101:19124:17 145:4

COVID-19 40:1365:10 132:9139:14

crazy 133:3create 39:21

74:4 131:14created 105:4158:4

creates 75:21105:18

credit 147:12148:4

crept 82:20crisis 145:4criteria 10:1910:20 13:1518:23 19:2,319:9,19,2019:22,2420:13,14,2028:13 38:1749:13 54:1054:16,1955:11,1174:16 110:11111:16 138:6155:7,10

criterion27:21 74:18

critical 66:15129:10137:12 140:4

CROSS-EXAM...40:10 54:2110:6

crucial 106:16crystallize51:15

cube105:24curiosity59:12

current 7:2312:20 19:2523:5 35:1636:11 47:2,350:13 76:1377:22 123:4149:13156:13

currently35:19 46:17

66:13customer 139:3139:20

customers 24:628:3 62:1262:20 82:2484:21 89:1493:10 111:8139:2

cutoff 77:1385:21 129:16

cuts137:15140:6 143:25

CV71:20118:23 119:6

DD3:5 7:1469:14

D-16:5D-26:12 73:23D-36:15D-46:17Darlene 1:18169:4,19

DARYL 2:5data11:1830:23 31:231:15 40:1945:4 48:1548:17 83:791:2 120:12

databases31:16 32:4

date138:22dated 34:1646:8 169:22

dates 41:16Dave161:5day144:14149:23

days102:4,20124:24

de-leverage147:18

deal145:2,12


145:24debt73:10146:15,23147:6,7,14149:2

debtor 73:8December 32:2decentrali...149:13

decide 56:19decided 141:18decides 52:12140:21143:19

deciding 13:5decision 33:2337:9,11,1241:3,6 42:553:4 94:1794:18 95:1595:23 97:11158:12160:13,21168:4

decision-m...56:11

decisions 12:621:8,10,1456:17 94:6

decisive 94:494:4

Deck5:15declaratory4:12

decline 81:985:5 87:2487:24

declined 81:6declines 82:485:11

declining 84:584:9,10,14

decrease 66:23dedicated154:16156:11

deed35:2439:6,7 49:2250:24 103:15107:19 108:4108:5,14114:22 115:5128:8,12,23142:25156:13,17

deem45:16define 27:781:2

defined 10:1722:7,1028:14 38:1354:22 92:20

definitely86:23 107:17

definitions77:21

degree 8:2069:25

Delaware 5:175:18

delay 166:12delayed 42:16deliberate160:12

deliberating160:23

delineates111:16

delta 79:16,1980:4

deltas 78:1079:21,22

demand 23:2124:2 25:1225:13,1862:17,18,1966:8 146:25147:8

denial 112:24denomination81:12

denominator

84:12,1387:4,11

deny167:3Department10:22 21:354:6 71:4,19155:9

depend 52:11depending81:12 93:12

depends 51:22depiction89:16

Depression87:25

depth 118:8DEPUTY 2:9,93:4

describe 7:2332:3 33:2254:20 96:15113:5

described10:21 20:2226:24 31:734:12 90:3

describes21:22 35:22

DESCRIPTION5:4 6:4

designed112:16

destination62:24 139:23

detail 127:2,2detailed 31:1537:8 79:5136:22150:23

detailing142:23

details 60:18119:5

determination54:13 95:17

determine

10:14,2323:2 30:15154:20160:16

determined18:20 138:14

determining52:5 55:10

Detroit 9:14develop 115:13developing156:23

development20:3 36:339:8 101:17107:4,23108:2,19115:9,12,14128:17156:24

developments104:2,2

DGE40:21Dianna 2:7 3:3161:16 162:5163:12

dictate 99:17die104:17differ 155:25difference47:15 92:18120:23123:18

different15:16 16:2116:25 29:1742:21 45:2147:7,12,1547:21 48:3,548:14,20,2349:18 51:2152:15 54:2257:17 59:688:22,23,2389:5,1898:14 111:11


117:14 133:3differently52:13 54:2388:12

difficult90:10 127:4160:8

dimension106:8

direct 69:20116:13117:14

direction136:10

directions98:14

directly 117:8director 8:9158:21

Director's158:21

disagreeing83:2

disapproval112:12

discounts18:10

discretion68:9

discuss 80:992:21 94:20

discussed21:15,1840:23 44:249:17 50:1350:24 60:1974:10 85:20100:3 109:5143:8 168:6

discussing86:12

discussions96:2

disputes151:24

disrespect

122:4dissent 41:653:5,6,11,14

distant 127:22distinct 93:3131:13

district101:10,11,18103:21 124:3124:4 131:11

diversifying62:6

divest 32:25121:14

divested 48:597:10,13121:17

divesting46:16 47:2147:22 121:8

divestiture37:7 46:1347:12,1649:7 98:4,599:7,8,13100:3,6,9,15107:11,11120:24 121:6129:6 133:20162:17

divestitures33:7 37:546:18 53:1853:21 120:20129:24 130:9

divide 83:23divided 58:7Division 2:86:3,17 11:1331:2 32:5,932:14,2033:21 34:249:18 50:1571:23 72:2,472:24 92:1395:2,19,25

101:11 103:7108:21109:10,16,20111:5 113:11114:7 136:5137:25138:23140:19142:18 143:6143:10,16144:23148:17,25149:3 150:5150:11151:13 152:5152:6 153:15153:18 154:5159:24 161:4162:9,15165:13,21167:17

Division's95:13 112:5112:6 134:16136:21 137:3137:6,22138:10139:25140:12141:15 146:4147:16 153:2

documentation60:17

documents11:19 30:2331:13 57:6120:21 159:8161:12

doing 54:1070:15 71:1271:13 92:13127:6

DOJ21:1354:16 129:11

dollar 84:10dollars 149:19

domestic 47:5dominance16:13

dominates137:22

domination38:5

downturns102:13

downward 86:10Dr4:13,13 5:55:8 6:127:23 34:2436:14,22,2437:16 38:2340:7 46:8,1147:12 51:1451:18 54:355:17 65:468:3,7 69:1169:13,2174:13 76:1183:2 88:5,1189:16 90:2109:25 110:7110:8 112:10112:11 116:3118:2 121:21122:5 128:6133:12,19134:18136:23 137:3141:21,23142:6,13,16153:18 155:3

drafted 140:16dramatic 82:397:14

dramatically76:4

draw20:1223:7 27:1282:5 87:1688:24 130:17

draws 89:25drifting 82:16


drive 147:18driven 149:19driving 51:15drop59:2 75:375:4 83:2484:8,12

dropped 82:1891:22

drops 84:13due151:24duly7:1569:15

Dunes 97:10duplicative149:16

EE2:2,2,9 3:23:2,4 69:14169:2,2

earlier 23:1924:17,2325:18 30:1838:15 73:1175:7,8,985:19 100:10100:14130:13166:23

earliest147:14

early 59:1967:23 70:575:7 81:584:6

easier 119:24easily 97:24Eastern 12:1712:17

echo165:23economic 5:5,96:13 8:2,1110:14,1512:3 13:6,1616:13 19:520:16,19

21:9 25:2528:11 29:1431:6,7 37:2038:2,4,8,1239:18 45:2249:5,13 52:554:11,1966:16,2070:12,15,2173:18 74:4,692:3 102:12112:13 117:5137:13 138:8139:12141:22 142:8142:14 146:9154:19,22155:5,11157:12,20

economically17:14 19:1524:24

economics 8:68:6,7,12,218:22 56:962:14 70:370:22,2571:4

economist 7:2577:10

economists 8:459:18 132:19

education 8:1822:22

educational55:22 69:24

effect 26:8,1639:14 64:575:18 116:18

effects 5:6,98:13 9:5,89:17,19 10:321:22 22:427:11,13,1727:19,22,2329:8 48:22

83:12 98:9106:13111:12

efficiencies78:25 79:5

effort 158:19efforts 144:13150:20158:22

eight 43:2282:19

either 17:1451:5 55:975:22 98:1398:21 121:3121:16128:15 132:2155:13 165:6165:7,15

elaborate88:13

Eldorado 3:94:8 5:7,105:16 6:9,149:17 10:3,410:15 11:611:18,2014:20 28:235:8 36:4,736:18 46:1775:23 106:18136:6 137:2138:16139:21140:10,17141:14,21143:3,9,12144:17145:18146:22 147:2147:5,8148:6,9150:9,18151:6,13,25152:8,9154:14

Eldorado's27:24 138:2138:19140:18 141:8143:10147:21 148:4148:15

electronic...161:13

element 54:1854:21

eliminate66:16 104:4

eliminated103:24

emphasizing61:12

employed 169:9169:12

employee169:11

employees58:16 139:11150:3,4

employment70:9

enclosure72:14

encountered43:5

encourage 51:4107:15153:19 157:9157:16

encouraged139:22

encouraging106:13157:17

encumbered98:19

ended 72:22162:6

ends27:9endure 148:19enforce 127:12


127:12Enforcement2:8 6:1711:14 31:332:5,10,1534:2

Enforcement's33:21

engaged 9:109:12,1671:23

engagement9:19 10:2

Engel 1:18169:4,19

enhance 112:16142:18

enormous154:16

ensure 143:20ensuring147:10

enter 12:1550:4

entered 48:850:5

entering 50:6115:18166:21

enterprise149:17

enterprises143:14

entertainment3:6,7 4:5,74:10 5:6,105:17 6:6,76:10 9:1843:11,15,1961:12 130:23

Entertainm...9:9

entire 48:21133:22

entities 63:4Entity 4:11

entrant 47:7entrants107:15

entries 81:2394:9

entry 15:620:4 25:835:22 39:2139:23 49:1549:24 50:2,650:11 52:2478:24 79:681:7,7115:20 144:3

environment30:3 114:13

environments30:25

envision 91:1991:20

envisioning124:25

equals 17:2118:5

equity 145:11146:15,23147:5 148:9

ERI150:13ESQ3:5,11essence 121:5essential143:20

essentially27:6 32:1745:12 46:2247:2 107:7112:23115:19

estate 141:20151:17

et4:12 55:2255:23,23,2361:10,10

evaluate 22:329:13 54:1774:3,12 76:9

110:17143:24

evaluated40:13

evaluating8:13 42:2477:11 110:9

evaluation11:25 27:2039:10 40:1663:8

EVD5:4 6:4evening 160:19160:22168:17

event 49:1950:15 94:8

events 12:24138:15142:23

eventually125:4

everybody102:6 125:18135:12 163:2

evidence 12:613:13 23:1628:7 31:2145:16 49:573:24 111:24132:22 138:7155:18 158:6

evidenced 52:3evolution 77:9exact 77:481:11,18

exactly 54:1256:6 86:1697:16 119:5120:23153:25

examination7:22 51:1355:8 69:20116:2 133:18142:22

example 22:2540:20 50:2052:17 54:2485:10 102:14102:20128:18

examples 86:24102:13114:16,18

exceed 146:21Excellent160:24164:11

excepting 64:5excuse 109:10166:17

executed146:23 147:5150:24

executive 6:15141:8 150:18

executives145:18 151:7

exercise 48:21exerting 50:950:25

Exhibit 73:23Exhibits 5:35:13 6:3

exist 47:3107:20139:13

existing 35:2536:12 39:22102:24 103:9103:20108:17111:10129:25157:17

exists 77:23111:2

exit12:24expand 98:13108:13115:13


127:19expanded 142:7143:14

expanding 87:298:21 116:7

expands 87:9expansion12:22 24:1836:12 39:2395:7 142:3

expansions39:9

expect 19:1626:7 83:385:13

expectation125:3 148:16

expectations146:18148:14

expected 18:2102:12104:22147:25149:20

expects 148:7expend 113:14113:22 154:7

expended 52:20expenditure137:14 140:5141:16151:19,22156:12 158:4158:10

expenditures36:19 50:21113:23114:16,19140:25142:25152:23

expenses 18:683:24

experience 9:39:22 67:8

71:7 96:11150:17 151:9162:17

experienced86:4

expert 71:1672:4 95:3136:23155:12

expertise132:4

experts 155:3155:25

Expires 169:23explain 56:659:10 82:9105:11120:22

explained149:10

explanation37:9,10 57:257:4 112:10

explanations143:5

explicitly10:19

expressed138:18141:14

extending120:16

extensive101:9 109:12136:25

extent 50:394:10 138:25

extraordinary61:23

extremely148:20

FF2:2 30:17169:2

faced 145:15

faces 143:12facilities58:9,12147:12 153:9157:17

facility 52:18104:13133:22 148:5150:7

fact48:6,2084:16 124:11129:20149:25 157:8

factor 45:1486:20 116:4

factoring 18:3factors 13:4,713:10,11,1218:20 22:544:24 45:2,345:7,1048:19 79:1092:3 117:4,5

facts 43:1344:12 165:10

fail23:22153:5

failed 114:16fair29:634:24 52:782:21 111:15112:20115:12,18156:22

fall26:23false 124:23families 61:17family 61:12122:23 123:3123:7,14,21125:8,17,19

far86:4 95:2100:18 113:7

Farber 3:10164:14

Farmer 5:19

158:9 162:7162:16,19

faster 132:10Fauntleroy 2:73:3 67:2168:2,10,1568:20 69:3,7134:8,15,22135:3,22,25159:11 160:4160:10,15,25161:6,9,20161:24 162:3163:4,13166:11 167:2167:14,22,25168:3,17

favor 41:2167:9

favorable75:22,25,25

feasible 97:19feature 64:9features 101:8federal 9:7,2310:23 21:4,536:25 37:454:7,1377:10,13129:4

feel60:16123:12

felt75:9fewer 84:2085:8,8

field 8:11figure 14:1815:24 48:480:2

file36:9109:2 159:19

filed 118:19139:18160:20163:16

filing 160:8


163:19filled 130:11final 25:794:6 97:11

finally 36:14154:18

finance 151:3financial 8:619:24 40:2099:10 116:20137:22 138:4138:13143:21 146:7146:11 149:2

financially169:12

find85:493:18 103:18133:11145:14146:14167:14

finding 54:12155:5

findings 13:1533:11

fine159:3,4firm8:4119:22

firms 56:17,1856:19 105:20105:22 106:9130:3

first 1:125:11 7:149:13 10:812:13 13:1013:19 14:1114:22 17:2019:3,7 20:2521:23 23:1828:18 29:229:18,20,2435:13 44:1545:7 46:259:25 65:7

69:15 71:2373:13 76:23118:5 123:23152:16,24

fit126:21,21126:22

fits131:9five22:2044:16 72:1674:20 75:675:10,1691:8,14101:22113:22139:12152:22 156:6156:19

FLAHERTY161:16,22162:2 168:19

flat84:5floor 1:1287:3 130:21130:25 131:3131:4 149:18

flow147:18148:20

flows 146:17focus 75:7,16122:22125:16126:25 127:2

focused 8:1361:22 62:1074:20 88:5103:15

followed 33:23following90:10 143:9147:5 150:21

follows 7:1569:15

followup 28:1855:5 67:15133:15

food18:8

foot84:2385:6,11,1485:17,21,2285:25 86:1186:15 87:687:13,15

footage 58:1374:25 87:1087:22

footprint36:10 133:25

footprints103:8

force 150:6forecast146:21

foregoing169:6

forget 78:16form13:10103:6

formally165:21

former 36:672:9 162:19

formerly 13:2forms 45:21forth 36:2438:17 142:8142:21 143:3152:4 155:2166:4,11

forward 152:21166:20

foster 114:13155:15157:14

fostering 39:2found 17:1126:21 84:25117:2

four41:15139:9 147:16156:4

fourth 24:23100:2

Foxwoods 119:2framework10:21 20:2121:2,7,20,2122:8

free1:24 18:8125:13147:18

frequently71:15,17

friend 129:11friends 71:18front 72:14128:19

frontage 125:6frontages124:22

fronted 102:18fronts 124:23FTC21:1330:10,12,1930:20,2231:13,17,2131:25 32:2,832:11,13,1432:16,2433:5,1336:21,2340:23 53:454:16,2492:20,2593:4 129:10129:12,21130:9 155:8155:18

FTC's 32:2233:11,2337:6 55:11

full136:13147:10

full-time150:3

fuller 112:9fully 65:15120:15

functions


150:25fund109:11141:3 152:10154:12156:12

funding 145:11funds 154:17further 50:1751:9 55:2117:19,21134:6 142:6147:21156:18 169:8169:10

future 23:548:24 50:1050:25 52:5101:13103:25107:24 132:7139:14145:13 146:3148:23 150:8

Ggaging 61:11gamblers 85:8gambling 84:19127:3,5,11127:21

game59:2,4166:24

gamers 86:22games 58:1663:24

gaming 2:86:17 9:2,3,69:11 11:8,1411:15,1612:10,14,2213:12 17:2518:11 24:1824:19 31:332:5,10,1533:21 34:238:6 44:7

49:23 58:1362:24 63:6,763:13,15,1863:19,2264:9,10,1064:17,19,2164:22 83:2593:13 95:8106:7 126:21127:13 142:3144:21 145:2145:16 151:2151:9

garage 121:14gassed 120:9gauged 123:3general 2:6,72:9,9 3:3,430:22 33:2437:7 48:1166:12 85:587:19 88:2097:22 114:8130:2 162:19

generally 26:258:5 109:4,9

generated97:13

gentleman 61:7geographic11:6 26:2244:3 88:592:21 130:8141:24

geographical93:23 95:8116:7

geographic...23:12

getting 154:9give84:20100:12132:17143:10 161:7

given 11:518:2 60:3

90:11,1293:11 95:7100:18124:14126:23137:23150:14

gives 98:25giving 124:5168:7

glance 83:18GLPI36:8go20:8 42:1464:16 72:975:2 79:480:15 92:494:24 96:1799:2 125:12130:19 131:6133:7 134:8

goal160:11goes81:21,22going 28:2337:22 45:1347:22 52:1157:7,2161:20 65:1665:17,18,1865:24 66:1366:25 67:571:6 72:7,1878:22 79:481:18,2082:23 84:7,884:12,1787:3,10,1188:19,20,2188:21,22,2389:6,8,10,1289:13,19,2490:3,17 91:391:9 92:1193:7,7,1894:11 96:5104:17106:22,24,25

109:11110:17 112:4112:8 116:15116:15,16,17121:22,23122:12,20123:6 124:19126:8,9,10127:16130:21,22,24131:6 135:19135:20136:10 160:8163:10 164:9166:19

good7:7 24:1240:6,7,942:23 63:364:7 66:1168:24 69:2169:22 114:8114:20,20132:12135:18 141:9152:2 163:7163:13164:12168:17

gotten 161:21government8:16 54:13

gradual 77:9graduate 56:370:2

grant 143:9159:17

great 25:1459:11 85:687:25 105:5132:3

Greektown 9:14ground 151:11grounds 112:13group 43:2,2070:12,2194:12


groups 70:22growth 3:6 4:56:6 20:3111:13

guess 20:730:17 33:445:6 48:1654:15 56:858:4 62:965:7 66:2,2388:11 93:1298:11 103:21106:17123:25 124:2125:2 127:23

guided 163:25Guideline21:20

guidelines10:21,2120:22,24,2521:12,16,1722:7,9 26:2427:5 54:457:13,2376:12,20,2477:21 78:578:17,18100:11 101:4110:8,9,12116:11

guidelines'21:7

gunning 156:6guys67:21

Hh7:14,1469:14

half58:22,2367:24 68:1470:14

Hall72:14HAMILTON 1:23hand26:11handle 59:2

123:12 164:9handling 96:19hands 47:652:9,10

Hang20:10happen 65:1666:24 97:1998:17 102:14125:15

happened 102:9131:18

happening111:6 127:15

happens 122:22125:25

happy 7:8126:12

harbor 27:6hard12:2515:6 25:848:7 52:1752:23 65:1465:15,2084:15 87:7,890:24 91:2093:9 98:16101:20,20105:8 127:11127:12 136:4158:22159:13163:18 165:7167:4

harder 83:1583:15

hardest 66:3harm30:16Harrah's 3:84:7 6:851:21 97:2097:21 99:7105:7 123:20137:20141:19151:16153:15,22,24

157:24Harrah's/C...12:4 15:12

Hart-Scott...30:14

head71:3head-on-head116:13

health 139:10139:15

hear122:25134:25139:18144:11155:18

heard 29:456:24 61:688:4,7136:25 140:9144:15,20145:6,9,19146:12,16,22149:12150:15152:13 155:3159:16 162:5164:4,7166:23

hearing 8:2572:20 73:18112:11 118:4122:7 167:21

heavily 139:6140:2

held39:7 73:9140:24 156:3

Hello 7:1069:6

help35:1167:9 81:3107:6 108:18132:6

helpful 21:848:18 114:13

herer 132:24Herfindahl

59:13 76:1277:6 78:1078:16 80:1981:19,21,2282:2 83:4,896:25 97:14105:12,18,19129:17

Herfindahl's80:22

Herfindahl...14:2 21:1857:9

Herfindahls82:12

HHI14:3,6,2315:4,17,2516:7,15,1516:16,1817:12 25:429:13,2241:9,1042:20 43:2,443:14 46:546:12,2347:8,11,1447:20 48:1757:16,1976:13,2077:24 78:679:8,14,1879:20 80:3100:15110:11

HHIs58:7high26:3125:7

higher 15:2016:16 19:1725:6,23 26:429:23 41:1043:4 47:1464:19 83:585:13,23

highest 86:1486:17 87:22


highlights120:23 137:8

highly 77:1978:13 79:297:3

HIGHWAY 1:22Hilton 97:10108:8 131:23

hired 72:2473:8 119:11

Hirschman59:13

historical47:20,23,2448:6,17

historically86:25 102:15110:24

history 14:2119:14 42:9122:2,8145:3

hit66:3151:10

hold17:20,2419:17 25:625:23 26:926:14 113:15113:17

holder 37:2473:13

holding 37:25154:2 156:5

holdings 157:3hope57:871:13 98:11106:17122:16

hoped 97:17horizon 10:2011:7,22

horizontal10:24 11:2,320:22,2321:12,15,1721:19,25

22:7,9 26:2427:5 54:460:20 110:11

hotel 58:1471:25 72:674:25 98:2105:2 106:24121:14,20128:19130:25

hotels 36:3,1785:16 108:6108:9 154:8

hour67:2468:13

hours 120:7house 18:11132:24

housekeeping158:2

HTs78:14huge23:2593:15 96:2196:21,2297:13 122:21123:18

human 151:3hundred 60:878:21 149:19

Hyatt 3:10164:14

hypothesize48:13,23

hypothetical22:11,19,2423:3,19,2225:11,1590:4 91:20

IICA143:9Icahn 43:2,2073:12,17

Icahn's 94:994:12

ID169:25

ideal 99:15identify 21:24ignore 93:7111:17

ignoring 116:9IGT119:3II4:10III4:11illegal 103:20Illinois 71:4illusion140:15

illustrated142:22

imagine 101:20immediate 83:383:5

immediately81:20 147:4

impact 20:434:5 38:840:13 46:2347:22 52:857:12 61:1463:14 97:20106:11 111:9137:14139:15 140:5143:24 149:6149:21

impacts 21:3111:19

impede 38:7implement143:22156:17

implemented149:11

implicated45:23

implication116:7

implies 33:13imply 25:1433:11

importance

57:11 101:15116:18

important29:15 36:1544:12 61:1762:25 86:2286:23 88:1699:11 101:5101:7 103:2103:9 104:3104:4 107:15107:19 109:6110:15,19111:7 116:17117:11,16123:4,7,21125:9

importantly33:5 148:13

impose 22:1322:17 25:16112:15

imposed 100:6143:18

improve 30:365:17 113:15

improvement141:6

improvements109:5,12

improving114:9 153:9

incentive85:17

incentives85:23

incident132:16

inclined 166:8include 12:1614:11 18:719:24 33:2045:3,1758:12,2563:17 125:5133:25 137:7


included 9:1941:8 63:995:6 105:10

includes 23:1237:15 38:2256:17

including 8:58:16 31:1634:7 113:2117:5 136:21150:22 157:8

income 88:2393:13

incorporate122:15,16

increase 22:1522:20 24:1425:9,1766:22 78:1581:21 82:2287:3,10 90:490:7 91:5,891:14 97:14129:16,20145:7

increased43:14 77:4129:19

increases 30:882:6

increasing87:13

incredibly103:18

incremental139:9 148:3

incurred 139:9independent30:8 35:1435:16 81:882:11 83:9104:6,8116:14 117:9122:17 123:2123:9 125:23126:6 153:4

independently59:21 98:22

index 14:221:18 57:957:11 59:2360:4,1076:12 82:296:25 105:12105:18,19

Indiana 6:16indicate 20:1537:13 135:23

indicated50:16 53:5136:10138:12139:21140:10147:15

indicates 46:3100:20,21

indication47:4

indicator100:12

indifferent90:17

individual46:16 56:1156:12 117:5150:7 162:11

industrial71:22

industries106:6 129:23

industry 9:2,49:6 10:1611:8,1712:23 13:1213:14 16:1716:20,2317:17 19:2523:20 33:2334:7 38:960:3 62:1062:12 73:5

75:11 76:776:10,2577:3,5,8,1278:12,19,2079:3 80:9,1381:4 86:288:17 97:4106:7,7,11107:5 127:6127:10145:16148:12157:21

inevitable104:21131:19

infer 83:1584:15

infinitum154:6

influence 92:4influenced45:12

informally77:12

information11:10,1634:10 41:860:18 116:6116:9 117:2

initial 41:984:4 139:22

initially 66:274:20 99:24

inquiry 143:4143:5

instances96:25

Institute 8:22instructions10:11

instrumental152:7

integral112:17

integrate

125:10integrated97:24,24

integration27:24 71:10147:18150:13,20,24151:9

integrity138:5

intended149:24

interact 56:2066:8

Interactive3:7 4:6 6:7

interest 20:427:21 102:25165:6,6166:2

interested72:19 169:12

interesting56:24 84:25130:7

interests166:4

interim 84:4internal 70:16internet 63:763:13,15,1863:19 64:8,964:10,16,20126:20 127:3127:13,21,21

interpret81:17 96:10

interpreta...95:22

intervention164:24

interview 31:431:5

interviews31:17

intrigued 57:7


introduce35:17 56:19

invest 85:1485:18 104:17152:15,22

invested106:21

investigate30:20

investigation30:10 31:1031:10,1232:23 155:22

investment36:16 86:1986:21 87:12101:20143:23151:14157:18

investments85:24 86:2597:22 99:1699:17 101:24106:13,16116:21

investors145:23146:25

involve 46:18involved 13:1131:18 95:23

involving 97:6issuance 37:25issue 16:1263:10,1372:8 84:18125:9,11128:9 154:18157:12

issued 37:2446:3 73:10

issues 53:12119:25 121:4127:4 137:2141:18

143:11item3:3 4:35:2 6:2 7:18:1 9:1 10:111:1 12:113:1 14:115:1 16:117:1 18:119:1 20:121:1 22:123:1 24:125:1 26:127:1 28:129:1 30:131:1 32:133:1 34:135:1 36:137:1 38:139:1 40:141:1 42:143:1 44:145:1 46:147:1 48:149:1 50:151:1 52:153:1 54:155:1 56:157:1 58:159:1 60:161:1 62:163:1 64:165:1 66:167:1 69:170:1 71:172:1 73:174:1 75:176:1 77:178:1 79:180:1 81:182:1 83:184:1 85:186:1 87:188:1 89:190:1 91:192:1 93:194:1 95:1

96:1 97:198:1 99:1100:1 101:1102:1 103:1104:1 105:1106:1 107:1108:1 109:1110:1 111:1111:22 112:1113:1 114:1115:1 116:1117:1 118:1119:1 120:1121:1 122:1123:1 124:1125:1 126:1127:1 128:1129:1 130:1131:1 132:1133:1 134:1135:1 136:1137:1 138:1139:1 140:1141:1 142:1143:1 144:1145:1 146:1147:1 148:1149:1 150:1151:1 152:1153:1 154:1155:1 156:1157:1 158:1158:2 159:1160:1 161:1162:1 163:1164:1 165:1166:1 167:1

items 40:12168:9

JJ5:19 158:9JAMES 2:3January 70:1070:12

JDM70:6

Jersey 1:2,141:23 3:7 4:75:13 6:1411:13,14,2111:24 31:244:7 45:463:20 64:2165:25 88:2492:6 157:21162:20 169:5

Jerseys 10:17job64:7119:17

jobs56:14John5:19158:9

joined 70:1070:13,19,24

joining 55:18118:3

joint 4:577:14

jointly 59:2270:22

Joseph 1:12Jr5:19judges 21:5July1:10 4:3126:3 169:22

jump108:18junction 123:8June138:22147:2,23150:22

jurisdictions90:12 92:12116:19,24117:11128:24 129:7132:10

Justice 10:2221:4 54:671:20 155:9

justifiably92:21

justificat...


105:25justified 90:795:9

justify 89:12

KK4:13 6:1269:14

Kansas 33:4keeping 57:3103:7

key101:17150:25 151:7

kids125:12kind58:9,2166:5,12 67:284:5 85:2197:5 99:17110:20124:23 125:2132:20

kindly 158:11kinds 30:19knock 154:13know12:1316:19,2419:7 20:2521:16 22:2523:5 24:1125:2 27:429:8,1130:22,2331:2,4,5,631:11 32:1732:19 33:2334:22 40:1740:18,20,2142:5,7,1944:9,11,1244:19,2045:6,7,9,945:11,15,1746:15,18,2447:5,19,2147:23,2448:7,8,16,18

48:20,21,2549:2,5,2550:3,4,6,1350:20 51:352:8,11,1352:23,2553:14,15,2054:24 56:1356:15,1857:4,10,1657:18 58:2359:3,18 60:560:9,10 61:662:3,4,5,662:11,15,2262:23,2563:16,2164:7,11,1464:15 65:1365:16,16,2165:23 66:2,466:6,8,9,1266:18,2267:7 70:1473:4 74:578:13,16,2279:12 81:282:25,2585:20,2286:24 88:1988:20,2492:9,1193:11 94:1594:19 95:495:24,2496:9,12,1596:21 97:299:18,22100:22,24101:15,22102:20 103:3103:5,18105:21106:15,18107:2 108:6108:9 110:17

110:24111:12,21117:4,6,10117:12 118:5118:7 119:12119:21 120:2120:5 121:2121:6 122:9122:24123:11,19124:12 125:2125:8 126:9127:9,13,20128:15,16129:15130:20131:20,25132:4,12,15132:18,23133:10 136:3138:23160:13,22162:18

knowledge32:13 36:2349:8 53:1167:8 93:2196:2 145:20

known 126:14163:17

LLabs70:4,8,10lack18:16151:14,18,22

laid10:1913:8

Lake32:2553:19 132:23

land36:1050:7 109:22115:12121:16130:14 148:2153:15,22,24154:2 156:21

157:24landscape12:20

language 37:2238:13 54:19

large 25:1936:3 77:1185:9 100:22100:23101:12,13104:15,24105:6

larger 28:444:4 93:1197:25,2598:15 102:17105:15,15,19105:22 106:9108:19 130:8130:14,17

largest 43:1544:21 145:2148:11

Las139:5140:2 148:2

lasted 31:11Lastly 151:4156:25

lasts 22:21late123:14148:17 166:7166:24

law70:5,692:6 111:2154:23

lawsuit 103:22layman's 57:22layperson16:11

lead82:23145:23

leaders 8:15151:5

leadership145:17,25151:4


leave 68:9left14:7,2314:25 15:25

legacy 151:6Legal 1:20,21legitimate150:12

length 138:24139:7

lengthy 31:10let's 60:1679:22 90:899:2 119:9123:3 146:11154:18 161:6

letter 163:15163:19164:17 166:4

letters 166:21level 18:2119:9 26:3,1729:13 66:22146:19149:17 151:7

levels 14:1514:15,1915:14 17:817:11 18:1919:10,1622:5 25:4,2226:5,19,2229:16 76:2187:15 88:23137:16138:21 139:8140:7 143:24

Liability 5:185:19

license 19:1120:5 37:2564:10,11,1464:15,18121:10,20169:20

licensee 20:2licensees 38:8

licenses 63:21lien73:14lienholders73:9

light 29:14limitations138:25

limited 5:185:19 95:8

limiting108:14

line11:519:10 68:8

lines 31:6link141:15liquidity145:12146:15 147:9147:22 148:8148:15,18

list35:2459:10 118:25142:19143:17

listed 19:2280:4 118:22138:22

little 20:826:16 47:1356:25,2557:3 81:1384:15 103:3113:7 119:24122:7 124:8126:5 132:24160:8

live24:844:18 65:2165:22 89:9

LLC3:6,6,7,83:8,9 4:5,64:7,7,8,85:18 6:6,6,76:7,8,8,8163:17,17

LLP3:5

local 77:1688:21 90:1290:18 91:1192:21 128:24

locally 65:24located 90:1191:21 108:17124:12

location 89:789:14 99:15

locational89:19,2490:20 92:17116:14,23117:9

locations 13:289:5 93:20

long72:9101:23 102:8110:18119:10,13,16127:9,9144:14

long-term108:10

longer 85:1295:9 118:7

look13:1814:3,17,2215:13 18:424:5 25:742:7,21 48:559:6 79:2179:25 81:1182:17 83:1783:23 84:2285:2,1288:17 96:23101:21,22,22116:12,25

looked 17:1017:15 19:840:12 42:875:8,8,983:13 87:14100:13 119:4

137:25looking 15:1916:20 38:1641:7 44:1348:18 64:6101:8 109:15119:9 123:23125:21

looks 46:1558:23

Lordi 1:12lose18:2 90:6losses 84:2133:9

lot13:2024:11 40:19102:19 118:9120:15123:11124:22133:19

lots130:15131:7

loud145:9Louisiana 9:16low83:8 125:7131:5 147:7

lower 15:1816:3,9,12,1416:15,1819:18 25:525:23 26:529:21,2247:25 76:2482:11,13,2383:10 85:1685:24,25

lowest 46:2247:14 86:1887:23

lunch 67:24

MM1:18 3:117:14 69:14169:4,19


Macau 88:21machine 17:2358:25 59:475:3

machines 17:2258:15 119:4131:15

macroecono...56:10

magnitude 78:9Mahal 12:513:3 15:941:22 43:343:18 94:9

main103:8108:16128:12

maintain 35:1466:12 75:13101:15 144:3

maintaining98:6 125:23

major 9:2412:13 25:3,525:21 26:7,726:12,1583:25 86:2587:8,9 97:2097:20,21,2599:16 101:20106:13,15,22107:7 108:2

making 46:2048:2 86:25114:10 127:5

manage 150:13management150:18

managing 8:966:6

mandates 93:5101:5

manner 115:21map12:1989:16

Margaritav...

9:15marina 124:9marked 28:7,1773:23

market 19:2521:24 22:1222:16,1823:3,8,11,2324:3,1625:20 26:3,426:6,12,1726:20 27:727:14,1733:12 37:337:15 38:638:16,18,1938:22 42:2243:22 44:3,844:10 52:652:12 65:565:11 74:1376:14,2277:22,2488:4,5,1089:22,2591:13 92:592:10,20,2193:11,2494:16,19,1995:8,20104:7 105:11105:13,24107:15110:23 111:3111:18115:12 116:8130:4,8139:5 141:24143:12146:13 148:9149:7 154:24155:23156:22 157:5157:10

marketing132:7 151:2

markets 22:2,422:6,1026:22 65:1277:16 90:12130:10 140:2145:16

Martin 4:136:12 69:1169:18 136:24

MaryJo 161:14Maryland 12:1824:19

Massachusetts8:22

massive 156:11master 154:3matched 85:15material 46:5materials32:18 33:2033:22 136:21

matter 37:1095:3 112:11119:2,3136:19141:19144:20158:20 159:9160:5 164:7164:9 165:2165:8 166:19168:10

matters 118:11118:14,18129:2 135:6139:15140:10 143:7143:7 162:14162:18167:17 168:7

maturity147:14

mean16:12,1217:16 27:254:18 55:2383:15,16,16

84:3 88:1589:21 90:2491:17,1992:7,7,2093:7 96:23101:16,18102:8 103:17103:19,23104:2,17,23107:3 110:14111:21112:21 114:6114:8,15118:8 120:6123:6,16126:2,14127:3,7,20128:18 130:6131:19,23132:22 153:7153:7

meaningful17:14 18:1519:15 24:24157:19

means 16:14,1816:22 24:1038:4 44:19153:7

meant 42:557:18

measure 13:2516:16 17:2017:24 18:418:16 22:227:8 47:458:6 59:2463:17 75:25

measured 16:2517:12 18:625:4,12 77:6

measures 17:917:10,15,1918:18 24:2529:24 42:2147:25 50:18


51:5 58:1174:24 75:9137:16 140:7143:25 149:6149:10,23

measuring57:16 59:3

medical 139:15meet138:3153:5

meeting 1:6,124:2 7:2127:16 163:9168:11,20

member 13:25members 32:5,991:3 101:11

MENDES-FER...161:14,19

mention 28:16122:3,5,14

mentioned20:13 24:2325:17,2140:11 45:1946:7 55:2460:19 70:792:25 108:20114:23122:18125:22126:13

merger 3:9 4:94:9,10 5:6,96:9,10,10,139:2,18,2410:4,14,2010:24 11:2,311:3,6,712:4 13:514:20 15:315:12,15,1716:3,8 19:419:17 20:1520:22,2321:12,15,17

21:19,23,2522:7,9 26:2427:5,8,9,1027:15,1928:10 29:1029:12 30:5,730:11,12,1530:20 31:935:9 36:1837:13,18,2038:11,2039:14,17,2040:24 41:1042:3,24 43:545:23 48:2249:4,1950:16 54:454:17,2460:19,2067:4 71:1972:15,2574:4 76:2,1276:15,1977:11,14,1677:21,2378:5,9,14,1578:18 79:979:13,1581:19 83:492:22 93:494:21,2196:7,19,2197:5,8,9,1498:10 99:599:11 100:5100:11,22101:6 103:6106:18108:22 110:9110:11111:19 112:5112:12,14,14112:18 113:3113:17 121:5129:13136:23 137:7

137:24138:14140:22141:10143:19144:18,22149:5 150:15152:17154:10155:13,16157:7 158:3158:7,14163:18 166:3168:5,10

mergers 8:149:3,6 11:2221:3 30:1941:25 57:1271:11,2272:2 110:16110:18 120:2129:22

merging 30:2332:18 36:15121:3

met146:25method 76:9methods 55:10metrics 13:2316:22 47:357:17 63:1663:17

metropolitan44:18

MGM102:5microecono...8:24 55:2556:4,6,7,956:10,16,22

mid-June146:24

middle 81:10120:3 125:7

million 36:1961:10 113:14122:21

140:23 147:3147:4,24148:3 149:12149:19152:10,14,15152:17154:13

mind126:3mine96:10minimum 140:19143:18

minor 132:22minutes 68:16misdirected149:16

Missouri 70:2132:24 133:2

missteps 143:9MIT8:23mitigate 98:9mitigating155:14

model 146:21moderate 77:2moderately77:7,18 78:378:13,19129:18

modern 131:6modest 82:3129:24

moments 120:19money 17:21,23153:3

monitor 143:23monopolist22:11,13,1722:19,23,2423:4,19,2325:11,15

monopoly 90:6month 40:22122:20146:24

months 31:1261:5 145:6


155:19morning 7:740:6,7,969:22 74:10159:7,10161:25 168:3168:13

mortar 64:22mortgage 148:3motion 128:13136:7,12159:20160:19164:17 167:3167:6

motions 164:5move43:979:20 130:2166:20

moved 134:15moving 144:25much-needed140:24

multi-casino43:15

multiple 35:19multitude145:4

muted 161:15

NN3:2 69:14name7:16,1861:8 69:16130:5

names 59:16126:2,2

Nance 2:5 7:127:16,1969:12,16,19

narrative46:21

National 7:259:11

nationwide96:22

Natural 4:11naturally128:16

nature 92:22138:24142:10163:25

near60:5 89:990:21 91:22124:12

nearby 23:13nearly 24:7necessarily44:9,10 45:449:25 87:2111:17 117:2

necessary61:17 66:1999:18

need57:2561:19 74:674:12 130:16141:11 146:6

needed 23:22143:6 144:16154:7

needs 100:12137:9 143:11

neglected134:9

neighborhood76:17

neighboring98:19 108:11108:17116:19117:11

neither 75:21169:8

NERA8:2,3,4,88:10,10,12

net59:5 75:3152:23

network 28:467:9

networks 27:24

Nevada 5:16never 124:9149:23

Nevertheless54:9

new1:2,14,233:7 4:7,115:13 6:1410:17 11:1311:14,21,2412:15,1817:3,6 24:1831:2 34:2,335:18,2236:9,1238:25 39:6,739:9 44:7,2245:4 47:749:4 51:2452:9,10,1956:19 63:2064:21 65:2265:24,2567:2 78:1885:14,1588:24 89:1792:6 103:2107:15 108:8113:10,13114:7,21115:4,5,8,11115:19,20116:24121:11138:19143:15,22144:4 147:13147:17 148:2148:18 150:9150:14 152:9152:20 153:7153:17 156:5156:10,17,23156:24 157:4157:17,21162:19 169:5

newer 87:5news33:24nice89:16124:3 125:11132:25

nicely 90:3night 70:694:18

nine71:5,1282:20

NJSA4:12noncasino61:20

nonconcent...77:5

nonpublic31:13

nontransitory22:14 25:17

North102:3northeast88:18,2589:23 93:20142:3

Notary 169:5169:23

note74:19105:23 148:3161:17,22162:12165:22 166:7166:20

noted 10:241:9 42:1342:25 49:1252:17 137:5139:23 142:6147:13 157:3157:11162:24

notes 142:13noting 109:16notion 105:20106:3 108:14

notwithsta...145:8


November119:20169:24

number 5:4 6:411:12,1716:25 21:2323:16 29:829:11,11,2330:6,8 31:835:8,1641:14,1742:10,1845:10 58:1458:15,15,1658:17 62:664:20 67:374:25 78:279:11 91:4105:14 130:5130:13 131:8

numbered158:16

numbers 13:2078:17 81:11105:15,16,16105:17120:12

numerous 31:13137:2

Oo2:2 7:1495:14

O'Gara 3:11164:9,12,13165:17,23168:16

objection159:17164:19

observation83:7 87:19132:4

observed 18:1748:25 49:2124:18

obtain 150:9obviously88:15 101:16104:19110:10130:18160:11

occupation7:24

occupied 13:2occur 52:3107:3 120:3154:11155:16

occurred 12:1134:8 87:2487:25 103:14133:9

Ocean 12:2515:6 25:848:8 98:16105:8 124:12161:18163:16 165:7167:5

offer 61:1963:22,23,2463:25 64:3,464:18 126:8155:14

offered 62:8offering 147:3147:6,9

offers 154:25OFFICE 2:6Offices 1:11offline 168:6offset 18:11Oh42:14135:24159:11161:20

okay32:2156:5,23 58:259:8 60:1260:22 61:3

61:12 63:564:23 67:1468:10,1569:7 75:578:21 80:2583:22,2386:8 104:18109:4 110:3110:22111:21 112:3112:8 113:6113:13,25114:11,20119:7,18120:14121:12,21122:16127:25134:22 160:4161:8,9162:2 167:14

old71:1472:12 102:4104:16108:18118:20

older 78:17106:16127:14

once29:4,1648:4 118:2119:10 141:9

ones42:1174:23 85:1485:17 104:16

ongoing 150:21152:21

online 63:2263:22,23,2463:25 127:18

open89:2108:8 111:21135:20165:24

opened 12:25108:15 133:2

opening 84:4108:18132:14

opens 85:9operate 52:1364:13 113:16

operated132:21

operates 153:9operating 3:84:7 6:835:19 42:2267:6 121:2137:18138:20146:17148:19

operation31:18 66:9

operational58:11

operations 5:75:11 23:538:3 43:1051:25 124:9139:16

operator 29:1243:4,9,11,1547:7 48:2052:9,10,1152:14 64:1267:2 94:12108:8 122:17123:9 126:6

operators35:15,1761:2,15 67:382:11 83:9102:24 104:6104:9,12,13106:4 108:12123:2 125:23156:3

opinion 12:930:2 60:2260:24 61:14


106:12122:10,12

opinions 34:1234:20,2394:3,3,4

opportunities39:21,2384:20

opportunity48:13 124:5136:12,14168:8

oppose 164:19165:21

opposed 89:19167:11

optimism138:19

optimization149:18

optimize147:19

options 24:264:19,2096:18 125:22

orange 14:2415:20 16:2

order 20:824:3 28:2429:13 74:12103:24 121:4147:21 156:9

organization149:14

organizati...20:2

origin 59:14original131:21

originally41:19 76:23

ought 103:20outcome 32:2133:10,1351:21 154:10154:21 166:2

outcomes 32:2258:24,25

outlined 36:22107:7

outright112:12

outside 24:936:10 44:2045:13 103:8111:7

overall 26:1728:9 37:1637:19 38:1841:9,24 43:243:14 44:345:20 59:562:4 78:679:8,1482:19 137:23138:11

overarching137:21151:20

oversight143:21

overview 98:25overwhelming147:8

owned 70:22102:5,15128:20

owner 48:1451:24 52:1452:20 73:12122:19

owners 104:13121:11

ownership48:24 102:24103:8 137:18153:19

owns61:8Ozarks 132:23

PP1:12 3:2,2

7:14 69:1469:14

P-15:5 28:7P-25:8 28:728:17

P-35:13P-45:15P-55:16 158:6p.m1:15135:17 163:6168:21

page4:3 12:1913:8 19:2320:7 80:283:20,2286:6 112:9125:21

paid17:24pair14:22,2515:4,7,10

pandemic 34:6paperwork120:21

paraphrase13:10

parcels 36:10156:21

Pardon 63:12parents 81:4125:11

park3:8 4:86:7 61:1062:20 72:1972:22 122:21122:22123:25128:20

parking 102:19121:14

parks 62:15part12:8 14:714:24 16:2318:17 31:1246:14 63:770:20 72:1172:12 76:5

84:7 88:1799:11 102:12151:15158:11

part-time150:3

partially18:11

participant127:10

participants60:2 127:6

participate136:8 159:14159:18,20160:20163:18 164:5167:5

participated93:22

participating55:19 118:3

participation164:18,20,22165:15,22166:9

particular8:12 31:955:9 74:2175:17,22,2476:20 79:980:17 83:2186:4,10,2087:17 88:17104:8 107:10107:10 114:6115:14116:23141:11162:13,14

particularly87:20 89:6103:2 122:3124:15 126:7139:5 143:13

particulars


99:2parties 30:2431:14,15,1832:18,2435:23 36:1572:21 73:292:23,23100:22109:22 121:4135:2 159:15164:4,19165:7,15166:5,23168:8 169:10

parties' 32:4partly 119:17partner 8:9Partners 3:64:6 6:6

parts 53:1860:14 87:4121:24 129:2144:25

party 24:8115:13156:22166:22

path145:15patronize62:21,21

patrons 17:23139:10

Paul3:11164:13

pause 143:10166:16

pay51:25peers 148:11pending 35:1049:9 79:13100:24 107:9133:21142:12158:16 159:9

Penn9:10,12Pennsylvania

12:17 24:1889:3,6 91:19

people 31:5,1732:19 59:1588:22 89:989:10,1793:14,16119:22123:22124:16 127:5127:9,21,22130:17 133:4133:7 145:19

percent 14:522:20 24:744:16 60:882:19,2091:8,8,14113:22118:22152:22

percentage17:22 81:681:21 84:884:11 90:15

percentages81:16,2482:4,7,13,1582:18,2383:6,11 91:9

perfect 81:3perfectly 93:6127:25

perform 47:648:4,9

performance47:20,2448:6 52:2,352:15,2257:18 75:380:13,20,2380:24,2583:10 85:297:15 138:20148:13

performed

52:25period 36:2042:19 71:2181:9 83:984:4,9 86:2101:23 102:8109:13110:19113:22 141:2152:12

periods 81:2,581:24 82:282:10,12,1482:14 83:884:6,1185:12 148:20

permanent157:19

permission124:14

permit 39:7Perry 4:1334:25 35:1335:21 36:2446:12 67:2268:3,8,1869:1,11,1369:18,2170:1 71:172:1 73:174:1 75:176:1 77:178:1 79:180:1 81:182:1 83:184:1 85:186:1 87:188:1 89:190:1 91:192:1 93:194:1 95:196:1 97:198:1 99:1100:1 101:1102:1 103:1104:1 105:1

106:1 107:1108:1 109:1109:25 110:1110:7 111:1112:1,11113:1 114:1115:1 116:1116:3 117:1118:1,2119:1 120:1121:1 122:1123:1 124:1125:1 126:1127:1 128:1128:6 129:1130:1 131:1132:1 133:1133:12,19134:1 136:24142:6,13,16

Perry's 6:1233:20 34:1635:5 36:1436:22 46:847:12 51:19112:10 137:4153:18

person 4:1137:24 38:3,5127:14

personal 57:5persons 150:4perspective141:4 160:6

pertaining53:12 167:17

perverse103:18

petition 4:56:5 151:16160:18161:17164:25 167:4

Petitioner 5:3134:20

Petitioners


165:13,25petitions158:15161:23163:16 166:5

PhD5:14 8:2170:3

phenomenon128:24

Philadelphia12:17 44:23

phone 136:3physical 58:974:24 75:11

pick89:1390:20

piece 121:16pieces 23:16Pinnacle 9:99:12 105:3

place 3:8 4:86:7 43:2163:3 72:1972:22 89:4107:11125:12128:12,20139:2 145:12

placed 165:12places 31:3plan142:24planning 126:3126:7 150:20

plans 143:2150:24

play18:8played 44:13player 18:227:25 31:1632:4

players 17:2418:10 24:824:11,1328:2 44:1344:17,20,21

Plaza 41:19

72:5,13104:18

please 7:6,137:16,21,2469:9,13,1669:23 88:14120:22135:24136:17

plots 50:7Plousis 2:37:4,11,2040:3,6 51:1153:23 55:4,755:15 65:2,966:14 67:1167:14,18,2368:12,21,2469:5,8,12110:4 115:25117:20,23128:4,21129:3 130:11131:12 132:3133:12 134:5134:7,23135:5,11,18135:24136:15 144:8144:11158:25 159:4159:6 160:24161:10 162:8162:24 163:7163:8 164:6164:11165:17166:14,17167:6,9,11167:13,16,21167:24 168:2168:12

plus124:15point 14:716:21 46:2547:17,18

48:3 51:2261:3 70:2394:7 98:5104:23110:15114:20,20117:16119:15127:24141:12

pointed 73:16points 87:12poised 144:18poker 63:23poor52:2poorly 104:19pose121:22posed 122:18position 138:3141:15142:24145:24147:22148:15,18,19153:25162:22

positioned24:12 145:10

possession73:8

possibilities47:15

possibility103:25

possible 35:1550:10 74:7144:19160:14166:10

post30:7post-June148:17

post-merger13:22 14:5,629:21,22,2346:4 78:11

80:3 139:13post-reope...146:16

post-report40:11

potential 11:522:3 26:2227:22,2336:2 38:540:13 49:2350:25 60:2598:9 99:20101:13 103:4104:24 113:2137:14139:14 140:5148:19 149:6155:14156:14

potentially45:17 46:1697:25 108:12127:16137:20

practice 37:7129:25130:20

pre-closure139:8

pre-funded140:23

pre-merger78:11

pre-shutdown138:21

precedents11:23 12:11

predecessor48:9 53:2

predict 26:252:4

predicted138:17

predicting132:19

preferences


preferred 99:999:12 160:5

preliminary146:19

preparation10:12 76:6

prepare 11:10prepared 10:611:13,2014:10 28:1631:24 33:1638:23,2446:8 50:1573:19 140:20159:22

preparing28:20 136:7

presence 49:22104:5,8

present 2:58:14 31:2144:7 60:1374:13 75:14

presentation5:15 32:2,632:10 126:22

presented 12:760:17 63:14122:9 138:10140:17141:22143:17165:25

presenting96:10

preserve 35:16112:16

preserving105:10106:14 109:6

pressure 117:3117:15

prestigious162:20

presumptively78:21

pretty 24:1152:19 73:1675:20 81:12120:10

prevailed14:15

prevent 66:2098:20 109:21

preventing107:25

previous 16:419:11 21:895:10 96:11162:17

previously33:3 39:3

price 17:8,1517:20,2418:4,16,1718:19 19:1622:15,2024:14,2525:17 42:2152:19 90:4,791:5,14

prices 17:1117:17 18:1426:4 56:1890:14

primarily62:10

primary 27:23116:18 146:6

principle145:21

prior 21:10,1474:9,9 92:1092:14 97:11101:9 121:15129:14147:20

private 73:290:25

PRN4:12 6:11pro27:18,2227:23 39:20

50:17 51:3,4probably 97:12102:21,22117:15 131:5

problem 101:17124:16 127:7

problems145:22

procedures164:2

proceed 7:2168:7 136:11136:17145:13

proceeding33:5 54:2473:20 118:17136:8 137:6163:19 166:2

proceedings12:8 58:6165:14 169:7

proceeds 147:4147:24

process 30:1330:15 53:20136:2 144:19159:21 166:8

prodding 143:4152:6

product 56:1456:19 71:22

products 106:9profession71:18

professional149:16

professor33:20 34:1634:25 35:535:13,2136:24 70:2596:24

profitability111:12

profitable

22:13,1725:15 91:15

program 27:2536:16

prohibiting49:23

prohibitions107:23

projects 39:970:16

promises154:16

promote 67:9promotion25:13,2384:2

promotional18:5,6 19:1825:6,9 26:926:14 83:1383:14,16,1783:24 84:2,984:16,20

promotions18:3,7

prompting143:4

pronouncing57:8

properties31:15,1935:25 36:736:20 47:2348:2,10 86:386:10 87:1597:23 98:1898:21 99:14103:17106:16,21108:11109:13113:15,16114:23128:14,14137:17,19139:23 140:8


141:2,5144:2 150:23151:10,15,23152:11,24154:13156:15

properties'31:16

property 36:1147:6 51:1751:23 97:1098:7,12,12102:3,4,4,6102:16,18103:25108:18 114:9146:19 151:7152:18156:19

proposal 73:17105:3

proposed 5:6,96:13 13:515:2,2328:24 29:1930:11,1538:20 46:349:18 50:1499:4 103:7108:21109:10,20113:8,9136:23137:15 140:6140:13,19141:16142:19143:14,21,25

proposing73:11,14

protect 74:6103:4,24104:24109:21139:10

protected 36:4

protecting101:12102:23 103:7

protections142:17

prove 154:17proven 146:7provide 37:837:10 105:21106:6 126:7142:17157:19160:13

provided 34:25142:16

provides147:16

providing106:8 112:22112:25

provision112:2 114:7

provisions20:17

prudent 111:17public 1:6,124:2 6:15 7:211:13,1627:20 148:11162:21168:20 169:5

pull86:5,16109:3

pulling 20:10purchasing149:15

pure98:17purpose 28:2030:14 38:3

purposes 73:2294:20

pursuant 4:1228:12 163:21

pursuing 145:2put36:24 89:489:5 90:8

120:4,11134:9 143:3147:9 152:9153:2

puts148:18putting 52:952:10

Qqualification4:11 138:6162:22

qualified162:11,16

Qualifiers4:11

qualify 121:11158:8

quantify 60:10143:22

quarter 40:20146:20147:25 148:8

quartic 105:24question 18:1429:14 40:1653:3,2556:16 60:1360:15,2161:13 65:1465:20 75:2476:2 78:890:11,1398:23 111:21114:12121:22,25122:18,23123:21126:18 129:3132:8,13150:12159:19165:24

questioned45:20

questioning

67:15questions 32:751:10,1655:3,1956:21 110:2118:4 128:6133:19134:19 146:5159:2

queued 68:3quick 67:2268:17

quickly 144:19160:13

quite 79:24quote 112:8157:22

quoting 151:25

RR2:2 3:269:14,14,14169:2

racetracks64:4

Racing 6:16raise 36:21,2379:4 90:14147:5

raised 32:8114:2 126:15137:3 146:4148:21,25149:4 150:11151:12,21153:14

raises 35:12range 8:526:23 27:10

ranges 60:5rapidly 81:7rate17:21,2418:5

rated 24:744:16

rates 19:17,18


25:6,6,23,2426:9,9,14,14

ratifying106:20

reach 29:17reached 136:5159:24

react 52:6reaction 133:6read37:2238:14 53:1457:6,6,1059:9 94:1794:17 95:1295:13 112:4112:7 120:20122:24

ready 68:6,8real92:17141:20151:16

realistic97:18

reality 154:5realize 101:18120:15

realized149:13,15

really 19:721:21 45:1448:22 51:2252:4 53:1761:21 66:1972:10 83:6,793:9,16103:9,14,24104:14106:20108:10 110:8111:8 114:4120:6 121:7123:15124:25126:24127:23 129:8129:20,25

130:24131:19132:17165:23

reason 81:2284:7 93:1799:15 141:13145:25

reasonable52:19 95:9

reasoning37:11

reasons 19:762:22

Rebuck 161:4,5rebuilding157:16

recalculated29:6

recall 46:1146:21 93:2594:3,6100:13109:15123:22128:11129:11

receipt 164:16receive 102:11136:3 166:21

received 8:2031:14,1432:18,19136:9,20163:15

recess 68:22134:9,24135:16 159:6160:22161:11162:25 163:5167:23168:13

recessed168:20

recession 85:7

101:19 105:5recognize143:11164:21

recognized151:13

recognizes106:19

recommend 96:797:9 99:17112:11 114:6128:9 129:5162:10,15,21

recommenda...99:10 130:16137:7 155:13

recommenda...35:2,4,795:13 96:696:12,16107:8 114:2114:5 115:2115:15125:22142:17

recommended6:17 98:1899:7 100:5107:10109:17115:21

recommending112:23,24

recommends35:14,23112:14

reconsider34:20

reconvene135:2 160:19161:2,9,11

reconvened 7:2reconvening163:8

record 7:1769:17 73:22

134:10,13136:2 144:6167:3

recover 132:10RECROSS 133:18Redacted 5:196:11,15

redeveloping157:16

REDIRECT 51:1355:8 116:2

reduce 33:1537:14 38:2139:22 46:4155:20

reduced 24:19reduces 30:6reducing 46:23reductions150:3,6

Reeg139:21146:12 149:9149:22150:16 152:2152:14

reference 95:5110:15,19,21162:12 168:9

referred 21:1592:11 95:14

referring17:18 50:1950:22,2386:6 104:9116:4

reflected81:20,2582:11 129:16

reflecting129:20,25138:9

regard 49:6112:3 122:13150:15 159:8

regarding 9:218:25 20:12


20:18 21:823:8 33:1137:2,1738:10,18,1939:2,5,14114:3 126:6139:19164:17

regardless47:14

regards 83:13129:4 130:15132:8

Regency 3:94:8 6:871:24 72:6122:3,6

region 65:2566:11

regional 70:2388:6 110:23111:3,18139:23141:25

regular 32:15regularly 8:14regulations12:14

regulators11:16 145:22

regulatory 8:612:14 143:8

reinforces29:20

REIT36:7,8109:23141:20153:18

relate 30:2153:15 138:11

related 6:116:13 13:1631:11 33:3,635:22 45:4139:19 169:9

relates 37:11

82:6relating 31:2137:6

relation 76:21144:2

relationship17:7,1418:15,1719:15 24:2542:20 62:1381:15

relative 37:1466:24 71:1891:23 169:11

relatively23:21

release 36:5109:17

relevant 21:2422:6,10,1823:3,8,1124:15 25:1926:3,4,6,1126:19 27:727:14,1738:21 45:1688:4,5 92:592:9,1993:23 94:1695:20 111:24116:6,11,19117:3 141:24

reliable 17:1318:15 19:15

relied 110:25relief 4:126:11 158:14

relies 139:6rely48:14140:2

remain 138:12139:18

remained 43:16remaining13:12 36:2141:18

remains 159:20remedial155:23

remedies 37:853:17 74:7100:6

remedy 152:3remember 46:1459:20 77:479:24 94:2118:20 119:3119:5

remodeled125:5

remote 1:7 7:3169:7

remotely 7:1569:15

removal 39:6remove 107:19114:22 144:3

removed 115:20removing156:13

renamed 5:17render 168:4renovation87:9

renovations87:5

RENZI 1:20reopen 72:7reopening 72:872:11 139:4139:20

reorganiza...73:11,15

repeated 143:5repeatedly140:11

report 6:5,126:15 10:8,913:20 14:1114:18 15:2417:10 28:828:10,17,19

28:21,2529:3,17,1829:21,2531:23 33:1733:21,2234:16,16,1935:2,5,13,2135:23 36:1436:22 40:2041:8,9 44:1546:2,8,11,1549:12 51:1972:25 73:473:19,2374:2,8,1975:14 76:677:25 78:2179:12,2280:3,9 81:283:17,1886:5 92:1195:7,19 96:697:9 105:9112:3,5,6,10114:3 118:8118:8,19,23118:24 119:9119:23125:21 129:4136:22,23137:6,23138:13,18,23139:18142:21 146:4147:16

Reporter 1:18169:5

Reporting 1:21reports 10:710:12 11:1111:13,14,1513:25 28:534:13,2138:23 39:1751:6 57:671:25 74:9


75:7,8 85:1992:10,1494:6 96:11101:9 118:6118:10119:14120:21126:25 128:7128:8,13,22137:4

representa...75:17

representa...140:15

representa...140:10

request 42:2153:2 158:13165:22 167:4

requested158:15

require 33:637:5 144:4

required 32:2433:2 35:2453:17,1972:13 92:8107:12

requirement92:8

requirements92:2 140:19141:17

requires 150:2154:20,23

requiring163:24

research 8:2,58:11,15 10:712:8 30:2531:21 32:3,733:17,1970:12,15,1970:21 71:7,971:12 119:14

researched

10:3resolve 121:4resort 5:1836:3 97:2598:15 99:19108:19 131:6131:14 132:5157:20

resorts 3:7,94:6,8 5:7,105:16 6:6,981:7 101:13104:16106:22125:16139:24

resources 1:20146:14 151:3

respect 73:381:23 85:289:8 111:11123:25127:15 164:4165:8

respectfully158:13

respects138:14

respond 160:9response 23:2124:14 25:1225:13,1883:5 167:12

responses 66:5responsibi...138:5 157:13

responsible151:2

rest125:10restaurant130:23

restaurants123:17 133:7133:8

restraints71:11

restrict107:23,25

restrictions20:5 35:2439:6,7 49:2250:24 103:15107:20 108:5108:6,14114:22 115:5128:9,12,23138:25 143:2156:14,17

restrictive36:5,9109:17137:17 140:8

restructuring12:5 15:943:17

result 10:1513:5 14:1915:2,14 16:216:8 19:4,1720:15 27:1127:16 28:1029:21 30:1637:20 38:1239:18 41:1441:25 52:2178:6 79:1481:19 108:15138:8 146:9151:18154:22,24157:6

resulted 15:815:11 19:1125:5,2342:12 80:20111:9

resulting 42:647:8,11 79:8

results 8:1527:9 37:25139:22,24146:17

148:14retain 95:3retained 72:495:25

return 138:20139:8

returns 102:11Revel 13:341:19 102:2

revenue 47:2559:5 75:2,375:11 149:19

revenue-based58:24

revenues 24:20113:22 139:8146:20152:23

review 12:3,430:12,14,2434:23 40:1288:9 92:2593:2,3140:20155:19 159:9159:18

reviewed 21:1131:13 33:1933:25 34:1134:15,1946:7 112:5

reviewing46:21 80:1083:19 86:692:3 137:10152:3 166:19

reviews 157:12revolving147:11 148:4

rewards 27:2528:3 149:20

Richardson 2:93:4 40:4,540:10 51:951:16 53:2453:25 54:2


55:2 67:1867:19 68:668:19 69:2,969:10,20110:23114:11115:25 116:2117:19133:14,16,18134:3 135:9135:14,21136:17,18148:22151:25 153:6161:3,8162:4,9165:18,19167:20168:15

right 15:1116:10 29:734:18 35:339:11 40:1842:4 43:1343:17 44:545:25 46:653:7,9,1056:2 57:1565:23 67:2471:8 73:2077:16 78:380:6,1191:22 93:2594:23,2595:16 100:18107:12,16,24109:7 110:12111:24 113:4115:22 123:6124:16 126:2133:24134:15,17,17159:17161:10 163:4

rights 156:15River 28:24

35:17 152:19157:2

robust 143:22Rock12:2515:6 25:848:7 52:1852:23 98:17105:8 136:4159:13163:18 165:8167:4

role8:8ROME3:5room1:12 18:8105:2 131:21

rooms 58:1475:2 130:25

roughly 81:25rule48:19118:22163:21,22164:22

rules 163:23163:24 164:2166:11

rulings 162:14run104:19running 72:6151:11

runway 147:17Rutgers 70:570:25 71:2

SS3:2 7:14safe27:6safely 132:21sale14:915:16,2316:8 28:2429:8,19,2130:2,5,633:4 35:1035:15 46:346:22 47:949:8 66:15

66:19,2599:4 100:24107:9 108:13121:2 133:21141:19142:12 148:2151:18153:15,22,23153:24156:25157:24

sales 47:2103:16

Sands 72:20102:17104:20 122:7128:19

sat102:18satisfies153:20

saw48:7 77:982:3 95:1195:12

saying 23:2542:17 51:1779:2,7 91:793:2 99:3100:4 116:25155:4

says14:7 27:637:23 94:18112:9

scale 150:14scenario 47:12scenarios46:13

school 70:2,570:6

schooling56:15

Schreck 3:10164:14

Schrier 3:57:6,7,2239:25 45:1949:17 51:12

51:13 55:5,855:14 67:1467:17 69:3,569:6 110:4,6115:23 116:4117:20,21134:5,6,10134:14,17135:7 136:6144:9,10,12158:25159:24 160:2160:7,11161:12 162:6164:6,8167:19168:14

scope 137:24141:25 166:3

scrutiny 79:9se33:19second 9:1510:9 15:418:4 19:1320:10 21:621:25 24:528:17,21,2529:17 33:1635:21 40:2043:21 73:982:9 99:1299:21 146:20167:7,8

SECRETARY 2:7section 20:1821:11 37:2386:9 110:10111:23154:19 155:6156:10157:15

see13:9,2014:4 15:1715:25 16:6,718:15 23:2124:7 25:8


26:7 65:1068:7 79:2280:6 85:987:11 89:15106:4 127:7131:12135:12,12159:7 163:2

seeing 66:4seeking 43:9142:24151:16163:18

seen12:1942:19 52:2180:14,1886:24 102:13105:2 108:23128:23 156:2156:8 160:7

selected 151:5sell28:2351:19,20,2051:23 115:12

selling 102:25156:21

senior 151:4sense 50:1262:6 90:1697:18,2398:11 103:19

sent166:5separate 63:1063:13 93:3

separately168:7

September 5:55:11 10:813:19 14:1828:8,1031:23

seq4:12sequence142:23

series 146:23serious 99:19

137:9seriously91:24

serve 106:16158:9

served 12:1671:15 160:20

service 162:21services 1:21149:16

session 135:19set38:1756:18 132:16142:8,21155:2 166:4166:11

set-aside154:17

sets124:6setting 109:11settings 89:18seven 41:1470:23

share 13:2214:5,24 15:515:19,2016:2,8,19,2018:23 19:2,929:10,1547:24 60:274:13 105:24138:19 147:3154:24

shares 13:1113:16,2514:14 28:2529:22 45:8,945:9 57:1958:6 60:4105:13 106:2

sharing 32:17sheer 145:20sheet 147:10shift 23:25shopping123:18

124:25 125:4125:5

short 8:222:16 164:17

short-term89:11

shorter 118:8shortly 71:6show19:14Showboat 36:741:20 61:897:13 108:7122:19

showed 19:8133:4

showing 13:2113:21 15:2523:14 81:23

shows 12:2013:19 14:1714:23,2515:4,7,1124:20 44:15

Shreveport33:2

shut41:20shutdown133:10

sidebar 166:18sign66:11signed 29:5significant12:10 22:1425:16 35:9150:20165:25

significantly24:19 48:9146:18

simple 73:16131:15 145:3

simply 16:1973:16

single 23:443:9 49:260:7 104:9,9

104:11,13sit154:9156:4

site102:6,15104:20 105:4105:6 121:17150:22

sites 36:249:23 50:350:10,25101:13,13,16102:23,25103:4,7104:24107:24109:18128:19 131:2

sitting 132:23situation52:18 87:791:20 93:8152:4

situations97:4 156:2

six139:14145:5 156:6

size43:18131:10

skill 150:17skills 145:20skins 64:13slide 5:1513:18 14:814:17,1815:23,2416:4 23:1523:15 44:2558:19

slides 12:2013:9,1919:23 20:723:15 41:7

slightly 47:1148:3 84:5

slot17:20,2217:23 25:6


25:23 58:1558:25 59:475:3 81:6,1681:21,2482:4,6,15,1882:23 83:583:10 91:9119:4 131:15149:18

slots 17:2563:23 82:1382:17

slower 132:11small 22:1423:21 25:1660:6 78:1478:15,1679:3 93:17102:22104:16108:10 121:7130:9

smaller 16:23105:16,17,20106:4,4,5108:6,17131:2

snap132:20societal 117:4soft139:24sold16:529:16 51:1852:18 102:5152:18

solidly 148:24solve 145:21somebody 67:585:9 98:20119:11125:12

somewhat 15:20soon71:14107:3 125:3166:10

sooner 104:22sorry 20:7

32:21 34:2542:15 94:24153:23

sort29:570:14 73:475:6,10 81:281:3 82:8,1582:16,2083:3 84:397:23 98:5100:9 101:19106:3 111:17123:19 133:6

sought 137:2sound 41:17,1743:13

sounds 106:19sources 11:1211:17 44:21

space 85:15130:20 131:3

speak 123:15134:11159:16 168:8

speaking 50:14specific 13:2317:19 32:740:15 50:763:17 111:25114:5 142:24165:6

specifically40:14 50:2353:16

specified13:24

spend 36:18114:3 149:17152:10154:12

spending 83:1383:14,16,17114:5,8,12

spent 120:6,7splitting98:12

spoken 160:2sports 63:2564:2,3,4126:21 127:3127:4

spot44:7spurred 25:9square 1:2358:13 60:4,974:25 84:2385:6,11,1385:16,21,2285:25 86:1186:15 87:6,987:13,15,22105:16,23

squared 105:15squares 105:13squaring105:14,17106:2

SSNIP 22:15,1722:19 90:3

stability 38:9137:22 138:4146:8,11149:2

stable 81:1282:15

staff 145:19158:21

staffing137:16 140:7143:24

standalone131:21

standard 54:2254:23 138:4

standards142:8 164:21

Stanford 70:3start 68:1777:15 108:19119:19

started 67:2270:13 86:16

123:23149:11

starts 86:7state 1:2,227:16 11:1544:11 57:2269:16 141:5169:5

stated 55:21130:13149:23

statement149:25

statements134:25135:21 165:2166:24

states 12:1412:21,2323:13 24:2235:20 36:1567:7 89:3165:5

statistic17:12

statistical80:11 154:25

statistics14:8,10 15:815:11 29:2,941:24 42:447:20 48:1358:4,12,2164:6 73:4

status 28:3statute 21:1193:5 110:24116:5 117:16157:22

statutory20:17 44:2445:2 54:992:2,8 138:3142:10

stayed 70:2471:2


staying 104:6stenographer68:13,16

step107:4153:4

STEPHEN 3:5steps 21:23Steve 150:16152:13

story 61:5,7101:24111:11

strength 25:12145:21

strong 111:9127:24

structure 20:2149:2,3

structures137:18

student 8:2356:3

studied 9:5studies 63:8stunned 91:13Sub3:9 4:9,106:9,10

subject 20:5112:9

submit 145:16148:24155:25 157:7157:23

submits 143:17submitted 10:810:9 28:6,1831:24,25150:5 158:5

subsection38:4

subsequent97:15 139:4

subsequently136:13

substantial27:16 52:20

52:21 157:4165:9

substantially33:14 37:1438:7,21155:20164:23

succeed 146:2success 101:24114:9 138:13

successful52:24 66:597:21 104:16114:18

sufficient91:4

sufficiently92:16,1993:9 105:6130:4

suggest 103:11suggestions96:13 112:22112:25

SUITE 1:22summaries19:23

summarize 8:18107:6

summarized20:6 44:2575:10 82:17

summarizes13:9 23:16

summarizing10:7

summary 75:13112:19,21

sums52:20supplier 23:4support 101:11119:21120:11 124:6138:2

supported119:22

supportive92:13

suppose 91:1891:21 122:14

suppress 38:7sure7:25 8:2010:13 11:340:15 56:757:24 62:266:7 68:2,468:19 69:375:20 76:2386:15 98:23124:14 127:5134:12 152:5

surprised129:5 130:5

surprising85:7 103:13111:14

surrounding12:21 24:22116:9

surroundings111:18

survival106:17

sustained148:20

swear 7:1269:13

switch 24:13sworn 4:13,137:15 69:15

symmetry105:10 106:3

synergies149:14,20

synergy 149:6149:10

synonym 27:4system 70:20

TT2:3 7:14,147:14,14

69:14 169:2169:2

table 13:1914:5 44:1546:21 57:2558:16,22,2359:2,4 63:2475:3 83:22

tables 74:982:18 119:24

Tahoe 32:2553:19

Taj12:5 13:315:8 41:2243:3,18 94:9

take15:2224:13 67:2267:23,2468:15,17103:11107:11 116:5116:22 119:9119:10,13124:10 139:7152:2 155:8

taken 68:22111:8 135:16163:5

takes 130:3132:15

talk17:16146:11154:18

talked 14:1221:12 24:1728:5 39:342:8,11100:10 113:7

talking 15:317:3,5,1318:24 22:823:18 27:1445:8 60:2361:4,9 63:695:11 109:18109:22


122:11130:14

task74:3tasked 73:25taste 93:13taught 8:2356:3

teach 55:24team145:25teams 150:19151:6

technically110:16

technology 1:77:3 8:22169:7

TEL1:24tell10:11,2569:23 70:872:3 73:2576:19 79:1980:14

telling 82:22tells 17:25temporary 34:7ten77:5 81:891:8

ten-year 71:21Tennessee 1:13term116:11terms 35:957:22 66:583:5,1084:11 87:2299:8 101:24103:19 114:9123:19 131:2

test22:12,1222:19,2423:19,20,2325:11 90:3

testified 7:1569:15 118:20148:6

testify 146:16150:16

152:14testimony 5:137:5 45:2173:15 74:14112:4,10134:18136:25137:25 138:9139:19 140:9141:14,22146:12147:13 149:9

tests 55:9thank 7:4,117:19,2018:12 39:2440:3,5 51:851:11 53:2253:23 54:2555:4,14,1555:17,1857:2 58:1960:12 63:564:23 65:2,966:14 67:1167:12,13,1968:19,2169:8,10,19109:25115:23117:18,21,25118:2 128:2128:4 130:11133:12,16134:2,3,7,21134:23 135:9135:11,13,14135:15136:15,18144:7,8,12158:18,20,24158:25 159:5160:24 162:2162:23,24163:2,4165:16,17,19

166:13,14168:12,14,15168:16

theoretic 24:7theoretical11:18 44:16105:25

theory 25:2549:5

thing 17:649:6 65:21103:3,13104:14 114:9124:18 130:6

things 13:1618:7,9,1031:8 42:845:12 48:1848:23 62:862:19 65:1765:17,2466:7,1371:11 78:2485:2 98:3101:14 102:9102:14 103:3104:21123:24125:14127:12129:24132:16,21133:2 157:6

think 12:1918:13 23:1425:25 27:3,338:15 39:1940:16,18,2242:6,1544:15 45:645:11,1646:15 47:1848:2,11 49:550:5 51:1451:16 52:1753:5 54:17

54:21 56:1259:18,1961:16 62:2,562:22 64:565:13,14,1565:19 66:366:10,11,1566:21 68:370:18 75:1576:4 77:2578:17,1879:11,2081:3 82:1684:16 85:2086:21,2387:19 88:288:12,1890:8,8,9,2491:17 92:792:15,20,2493:5,6,8,1093:25 94:1894:23,2595:14 96:996:18,2098:25 99:6,6100:17,19101:5 102:3102:5 103:6104:25 105:6106:15 107:5107:8,14,19110:7,22,23111:22112:20 113:4114:11 115:9116:10,10,11117:7,17119:4 121:9122:22123:16,20124:10 125:9125:15,18,25130:7 131:17132:6,9,18133:5 145:8


161:14,17165:10

thinking 16:1562:3 64:768:12 111:19123:22132:13

third 15:722:3 24:17147:25 148:8156:22

thorny 145:21thought 57:358:7 124:2

thoughts122:24 123:9126:6,19

thousand 77:2three 13:1014:20 15:1615:18 16:6,919:3 43:1945:7 75:2107:7 113:14114:22 139:7152:11,16,24156:3,5,14

three-faci...43:11

three-year36:20 109:12113:22 141:2152:12

threshold100:11,19

thresholds76:20,24

throw 131:15Thursday 1:107:8

time43:1065:7 66:2170:24 73:373:12 85:1286:2 96:3101:23 102:2

102:8 103:14107:3 110:19118:21120:10,13123:4,10138:17,24139:7 144:14148:21158:18

timeline 160:5timely 165:3times 72:3108:20130:13

Timothy 4:135:5,8,13 7:97:18

title 96:15today 8:2515:3 42:355:18 60:1861:22 63:1475:14 76:1377:23 112:4118:3 119:10154:2,9156:4 166:6

told30:17100:14113:11

TOLL1:24Tom149:9150:16152:14

tomorrow 133:5159:7,10161:25168:13

top58:22topic 10:7topics 71:1071:14

total 18:758:4 75:1879:18,1890:19

tourist 157:21tower 121:14town106:23,25track 103:8tracts 130:14Tracy 2:9 3:468:5

Trade 9:7,2310:23 21:436:25 37:454:7 129:4

transaction33:14 43:845:23 78:794:11 100:12120:3 137:10138:7,12144:16,25150:22154:21,25155:20157:23

transactions9:13 41:25146:24147:20,23

transcript169:7

transferred161:13

transfers19:11

transporta...88:15 92:1893:17 116:14117:10

travel 139:6140:3

travels 101:9Traymore102:15104:20 105:4121:17 122:6128:19

treating 90:5tremendous

146:25trend 81:2386:20

trends 80:1080:14,17,2280:23,2483:23 84:284:22 85:486:4,11139:4

tricky 72:11tried 82:8trip89:11Tropicana51:20,24,2473:13 99:23

true96:24106:5 113:25169:6

Trump 12:513:2 71:2472:5,13 73:6104:18118:17 122:3122:6

trust 5:16140:24 153:3158:4,5,8,10162:7,15

trustee 5:19153:4 158:9158:9 162:7162:18

try103:4trying 23:247:18,1948:3 51:1452:4 78:12103:3 104:24105:20160:16

turn88:3163:10

turning 66:6Twin28:2335:17 152:19


157:2two9:13 10:615:18 16:1517:10,1919:7 26:2234:12 38:2343:9,20 56:858:8 59:1459:15,1772:21 74:2498:21 119:22139:3,17144:14 145:9146:5,8147:22 154:2155:3 164:5165:7

two-facility43:4 94:12

type103:22types 13:1351:5 62:7,762:8,14

typically22:19 31:4

UUh-hum 73:7ultimate 35:772:23

unanimous 41:353:4

unavoidable110:20

uncertainties148:22

uncertainty138:11

unconcentr...26:25 27:2,427:10 76:25129:18

undercapit...153:13,19

undermine 91:5understand

29:15 35:836:4,18 98:699:10 105:5120:18129:15 151:8159:23160:10

understanding32:16 45:894:13 101:2133:23

Understood96:4 160:15

undertake115:5

undertaken137:10144:18

underutilized128:15

underwent85:11

undue 6:1310:15 12:313:6 19:520:15,1921:8 28:1129:14 37:1737:20 38:2,438:12 39:1845:22 49:1354:11,1858:5 64:866:16,2073:18 74:492:3 112:13137:13 138:8141:22 142:7142:14 146:9154:19,22155:5,11166:12

unfavorable75:22

unfortunate132:16

unfortunately71:6 123:14

unique 44:892:16 93:9

university8:21 69:2570:5 71:4132:14

unknowns139:17,25

unprecedented141:3 153:6

unprofitable91:6

unusual 156:7156:8

unwarranted142:7

upcoming 60:18update 119:24updated 28:2574:8 120:17

updating119:23

upgrade 154:7upgrades 36:16upsize 147:8uptick 52:21urge164:24165:4

urged 141:23use11:1017:19,2020:23 21:1325:10 28:349:5 52:1254:17 67:8,867:9 76:988:4 110:13110:20

useful 42:754:4,5

usually 77:15121:18

utilized 54:6

Vvacant 102:19128:15

value 115:12156:22

Vanderbilt8:21

variable 120:8variables118:9 119:13120:15

various 71:1071:19 74:1181:2 87:1293:14 96:25101:11103:16

vastly 143:14Vegas 88:21139:5 140:2148:2

versa 83:6versions 76:23versus 75:17vertical 71:1071:10

viability111:13157:20

vice83:6VICI36:7141:20147:24151:17,18153:16,23,24153:25157:24

video 42:15Videography1:21

view39:1466:18 75:2175:22 88:991:3 93:494:15 95:897:22 98:6


104:5 106:24112:21 116:8117:16119:16127:24132:25 142:7153:18 155:4

viewed 39:19viewpoint61:24

views 96:2112:21141:13

violates103:20

virtually141:3 165:11

virus 66:6101:19

visitation139:4,20

visitors 84:1986:22 88:1688:25 116:22

visits 150:23volumes 139:3139:20

voluminous136:20

vote4:3 41:2

WW2:5,7 3:37:14

wager 17:2318:3

wager-based58:24

wagering 59:3wagers 18:7Walk163:16want61:2267:21 68:468:11,1579:25 80:1585:11 88:3

89:11 90:294:20 120:6124:20 129:9131:2,5133:7,21155:8 158:18158:20160:17,18161:6,16,22162:12

wanted 92:12108:8 116:3125:24 126:4133:21

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1 B E F O R E :






7DIVISION OF GAMING ENFORCEMENT:

8 DEPUTY ATTORNEYS GENERAL: TRACY E. RICHARDSON, DEPUTY ATTORNEY GENERAL

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1 A P P E A R A N C E S :2 ITEM NO. 14 DIANNA W. FAUNTLEROY, GENERAL COUNSEL

TRACY E. RICHARDSON, DEPUTY ATTORNEY3 GENERAL

BLANK ROME, LLP4 STEPHEN D. SCHRIER, ESQ.

FOR: CAESARS ENTERTAINMENT CORPORATION,5 CEOC, LLC, CAESARS GROWTH PARTNERS, LLC,

CAESARS RESORTS COLLECTIONS, CAESARS6 INTERACTIVE ENTERTAINMENT NEW JERSEY, LLC,

HARRAH'S ATLANTIC CITY OPERATING COMPANY,7 LLC, BALLY'S PARK PLACE, LLC, BOARDWALK

REGENCY, LLC, ELDORADO RESORTS, INC.,8 AND COLT MERGER SUB, INC.9 ITEM NO. 15 DIANNA W. FAUNTLEROY, GENERAL COUNSEL


BLANK ROME, LLP11 STEPHEN D. SCHRIER, ESQ.

FOR: BOARDWALK REGENCY, LLC, BALLY'S12 PARK PLACE, LLC, HARRAH'S ATLANTIC CITY

OPERATING COMPANY, LLC, HARRAH'S ATLANTIC13 CITY PROPCO, LLC, ELDORADO RESORTS INC.,

VICI PROPERTIES, LP, HARRAH'S ATLANTIC14 CITY, LLC, AND CAESARS ATLANTIC CITY, LLC,

AND BALLY'S ATLANTIC CITY, LLC.15 BALLARD SPAHR, LLP

BY: MICHAEL D. FABIUS, ESQ.16 FOR: VICI PROPERTIES, INC.17 ITEM NO. 16 DIANNA W. FAUNTLEROY, GENERAL COUNSEL


BROWNSTEIN, HYATT, FARBER, SCHRECK19 PAUL M. O'GARA, ESQ.

FOR: CEOC/NON-CPLV20

ITEM NO. 17 DIANNA W. FAUNTLEROY, GENERAL COUNSEL21 TRACY E. RICHARDSON, DEPUTY ATTORNEY

GENERAL22 BLANK ROME, LLP

STEPHEN D. SCHRIER, ESQ.23 FOR: ELDORADO RESORTS, INC., AND

CAESARS ENTERTAINMENT CORPORATION2425



1 A P P E A R A N C E S Continued:

2ITEM NO. 18 DIANNA W. FAUNTLEROY, GENERAL COUNSEL

3 TRACY E. RICHARDSON, DEPUTY ATTORNEY GENERAL

4 BLANK ROME, LLP STEPHEN D. SCHRIER, ESQ.

5 FOR: TROPICANA ATLANTIC CITY

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3 CONTINUED4 14 Joint petition of Caesars Entertainment 9 23

Corporation, CEOC, LLC, Caesars Growth5 Partners, LLC, Caesars Resorts

Collections, Caesars Interactive6 Entertainment New Jersey, LLC, Harrah's

Atlantic City Operating Company, LLC,7 Bally's Park Place, LLC, Boardwalk

Regency, LLC, Eldorado Resorts, Inc.,8 and Colt Merger sub, Inc., for approval

of: (I) The merger of Caesars9 Entertainment Corporation with Colt

Merger sub, Inc., and (II) The10 qualification of the New Entity and

Natural Person Qualifiers and (III)11 other declaratory relief pursuant to

NJSA 5:12-2, et seq. (PRN 2481902)12 15 Joint Petition of Boardwalk Regency, 23 33

LLC, Bally's Park Place, LLC, Harrah's13 Atlantic City Operating Company, LLC,

Harrah's Atlantic City Propco, LLC,14 Eldorado Resorts, Inc., VICI Properties

LP, Harrah's Atlantic City, LLC,15 Caesars Atlantic City, LLC, and Bally's

Atlantic City, LLC, for: (I) A16 declaratory ruling pursuant to NJAC

19:40A-3.7 determining the licensing17 status of Harrah's Atlantic City, LLC,

to serve as the landlord of Harrah's18 Atlantic City Operating Company, LLC;

(II) Approval of the sale of certain19 parcels of real property and the

buildings and other improvements20 constructed thereon; (III) Approval of

the lease as amended by and among21 Harrah's Atlantic City, Caesars

Atlantic City, LLC, and Bally's22 Atlantic City, LLC, as landlord, and

Harrah's Opco, Boardwalk Regency, LLC,23 and Bally's Park Place, LLC, as tenant;

and (IV) additional relief (PRN24 3571901)25



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3 CONTINUED4 16 Petition of CEOC/Non-CPLV for approval 33 36

of the amendments to the master lease5 (PRN 1542001)

17 Joint amended Petition of Eldorado 36 416 Resorts, Inc., and Caesars

Entertainment Corporation for7 temporary casino key employee

licensure and qualification of certain8 natural persons (PRN 1882001)

18 Petition of Tropicana Atlantic City 42 459 for approval of the amendments to the

master lease (PRN 1892001)10111213141516171819202122232425

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1 ITEM NO. 142 PETITIONER EXHIBITS3 NUMBER DESCRIPTION EVD4 P-1 Dr. Timothy Watts' September 6, 2019, X

Economic Analysis of the Competitive5 Effects of the Proposed Merger of

Caesars Entertainment Corp. with6 Eldorado Resorts, Inc., on Atlantic

City Casino Operations7

P-2 Dr. Timothy Watts May 13, 2020, X8 Economic Analysis of the Competitive

Effects of the Proposed Merger of9 Caesars Entertainment Corp. with

Eldorado Resorts, Inc., on Atlantic10 City Casino Operations: First

Amendment to Analysis of September 6,11 201912 P-3 New Jersey Casino Control Commission X

Exhibits to Testimony of Timothy13 Watts, PhD14 P-4 Slide Deck Presentation X15 P-5 Trust Agreement between Eldorado X

Resorts, Inc., a Nevada Corporation16 (to be renamed Caesars Entertainment,

Inc., and converted to a Delaware17 Limited Liability Company), Caesars

Resort Collection, LLC, a Delaware18 Limited Liability Company and John J.

Farmer, Jr., as Trustee (Redacted)19202122232425

8








(Redacted)11



City, New Jersey14


Recommended Conditions171819202122232425

9

1 ITEM NO. 142 (Public Meeting 20-07-15 was reconvened3 at 11:30 a.m. via remote technology.)4 CHAIR PLOUSIS: Good morning. We're5 resuming our July 15th meeting.6 Mr. Schrier, do you have any other7 matters or any other issues on this matter?8 MR. SCHRIER: I do not, Mr. Chairman.9 Good morning, Commissioner Cooper. Thank you,

10 but I have nothing further.11 CHAIR PLOUSIS: Miss Richardson? Do you12 have any other matters?13 MS. RICHARDSON: Good morning, Mr.14 Chairman and Commissioner Cooper. No, thank15 you.16 CHAIR PLOUSIS: Thank you.17 On June 24th, 2019, Eldorado Resorts,18 Incorporated, and Caesars Entertainment19 Corporation entered into an agreement and a20 plan of merger which was amended on August 15,21 2019. To implement the merger, Colt Merger22 Sub, Incorporated, was created and will merger23 into Caesars. Caesars will be a surviving24 corporation as a wholly owned subsidiary of25 Eldorado. Eldorado will become a holding



10

1 ITEM NO. 142 company of Bally's Atlantic City, Caesars3 Atlantic City, Harrah's Atlantic City, and4 Caesars Interactive Entertainment New Jersey,5 in addition to Tropicana Atlantic City.6 Eldorado will change its name to Caesars7 Entertainment, which throughout this hearing8 was frequently and informally referred to as9 the "New Caesars." The Petitioners also seek

10 various rulings from the Commission related to11 the proposed merger.12 Eldorado has been engaged in13 acquisitions over the past several years.14 Since 2014 Eldorado has increased its gaming15 assets almost fourfold, including its 201816 purchase of Tropicana Entertainment which17 included Tropicana Atlantic City, New Jersey.18 Now with this 17.3 billion agreement to merge19 two of the nation's largest publicly traded20 gaming companies, a combined Eldorado and21 Caesars would control a significant portion of22 this market. There are legitimate concerns23 that New Caesars, if left unchecked, would be24 in a position to harm fair competition in the25 Atlantic City casino market.

11

1 ITEM NO. 142 As a backdrop, during this period, we3 have witnessed dramatic and unprecedented4 business disruptions across the country. Many5 industries, including casino gaming, have6 suffered from the mandated shutdown of public7 spaces to limit human contact and slow the8 spread of COVID-19. In New Jersey, the9 recovery from this episode has begun, but there

10 has been setbacks in other regions of the11 country. The level of uncertainty regarding12 when business might return to normal is very13 high. At this time there should be indeed be14 natural skepticism regarding near-term15 financial forecasts.16 On Wednesday we heard testimony from the17 team of executives who will be responsible for18 implementing the merger and will operate New19 Caesars. They highlighted transactions20 recently undertaken to place the merged company21 on stronger footing and noted additional steps22 that are available if circumstances worsen.23 President and COO Anthony Carano acknowledged24 missteps Eldorado made following its entry into25 the -- into this market two years ago and has

12

1 ITEM NO. 142 made changes to remedy those missteps.3 CEO Thomas Reeg unabashedly acknowledged4 shortcomings in the properties -- properties5 they intend to acquire, describing the level of6 business at these properties compared to what7 it once, once was, he called it "sad" and vowed8 to rebuild it. When concerns were raised about9 the relatively low level of employment at the

10 properties compared to the market average, he11 said they fully understood and will work to12 remedy that.13 I found their testimony to be14 forthright. In my view, the Petitioners have15 been honest about the challenges that lie16 ahead. They have made commitments to restore17 the proud history of the properties they would18 acquire, and they acknowledge the importance of19 Atlantic City to their success.20 On the second day of this hearing, we21 turned our attention to the merger's -- to the22 merger's potential impact on competition in23 this market.24 We heard testimony from two economists.25 The first, Dr. Timothy Watts, who was retained

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1 ITEM NO. 142 by the Petitioners. The second, Dr. Martin3 Perry, was engaged by the Division of Gaming4 Enforcement. Both experts submitted detailed5 reports with the analysis of the merger6 transaction as well as their opinions of the7 impact on Atlantic City.8 Dr. Watts was helpful in assessing the9 statistical impact of the proposed merger. In

10 his report, he included all the statistical11 categories in the Casino Control Act pertaining12 to undue economic concentration. Dr. Watts13 also provided an amendment to his original14 report which analyzed the potential impact of15 the Bally's sale to an independent operator.16 In my view, the Petitioner's decision to divest17 one of the casinos weighs heavily in their18 favor. Indeed, the economic concentration will19 not exist. If the sale of the property is20 completed, confidence in the market may be21 harmed and concerns of undue economic22 concentration would be heightened.23 Dr. Perry raised, among other things,24 the well-known restrictive covenants that25 Caesars Entertainment placed on former casino



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1 ITEM NO. 142 properties it once owned in Atlantic City. In3 his report he called for the State to lift the4 restrictions while noting existing operators5 have an incentive to block competition from6 other entrants by placing restrictions on the7 use of these properties.8 The Division included the lifting of the9 deed restrictions among its recommended

10 conditions as Condition 37, and the Petitioners11 agreed to do so upon the agreement of the12 current owners.13 Other parties, namely Hard Rock Casino14 and Ocean Casino Resort, filed emergency15 petition seeking to be heard through the filing16 of the brief on the Division's -- on the17 Division's recommended condition regarding18 restrictive covenants. However, being filed19 after closing statements were made and not20 advancing an argument that could substantially21 add to the merits of the matters before us, the22 Petitions were denied.23 Nevertheless, I have significant24 reservations regarding the appropriateness of25 requiring the restrictions be lifted as a

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1 ITEM NO. 142 condition of approving the resolution today.3 It greatly complicates this matter and this4 decision with hypotheticals. Are there5 potential operators waiting for the opportunity6 to bring small, outdated, and shuttered casinos7 back to life? In the end, it is an academic8 exercise seeking to remedy perceived ills that9 are not related to the merger plan that is

10 before us today.11 In reality, we remain in the midst of a12 historic business disruption caused by the13 spread of COVID-19. As I noted, recovering in14 New Jersey has begun, but there has been15 setbacks in other states. The level of16 economic uncertainty raised by COVID remains17 very high today.18 Under questioning, the economic experts19 could not predict whether New Jersey's casino20 industry is on a better footing of recovery21 compared to other states. The benefit of more22 time will allow study and deliberations on23 whether or not the restrictions should be24 lifted as well as the timing of any changes.25 This discussion should include all stakeholders

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1 ITEM NO. 142 and consider all viewpoints. I see no way as3 part of these proceedings on the merger of this4 transaction.5 Another matter of concern related to6 this transaction has been the leasing structure7 of the casinos in Caesars local portfolio. A8 merger will expand this agreement with the9 proposed transfer of Harrah's Atlantic City's

10 real estate assets to VICI Real Estate11 Investment Trust or VICI REIT. After this12 transaction, all of New Caesars Atlantic City13 casinos will be leased from one of two REITs.14 New Caesars will be a casino operator only, and15 it will make rent payments for the real estate16 it previously owned. The methodology to17 determine lease payments and the allocation of18 lease payments among the properties has not19 been a matter presented to this Commission.20 The Division recommends a condition that New21 Caesars submit this information within ten days22 prior to implementation.23 As reported by the Division since24 Bally's AC and Caesars AC have been owned by25 VICI and operated under leases, they have

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1 ITEM NO. 142 suffered from relatively low capital3 investment. This gave rise to proposed4 conditions that require, among other things,5 New Caesars to spend a minimum of 400 million6 in capital expenditure -- in capital7 expenditures at Caesars AC, Harrah's AC, and8 Tropicana AC over a three-year period. If9 Bally's AC is not sold by the end of this year,

10 an additional 125 million in capital11 expenditures will be added, also to be spent12 over three years.13 These capex funds will be deposited into14 a trust administered by an independent trustee15 here in New Jersey. And after the three-year16 period expires, Petitioners will commit five17 percent of Atlantic City revenues for capital18 investment at the properties in Atlantic City.19 If the capital investments required for20 the first three years are not made, the casino21 license hearings of the properties will e22 automatically be reopened before this23 Commission. In my view, these strong measures24 are absolutely required. They will resolve the25 underinvestment that has negatively impacted



18

1 ITEM NO. 142 the performance of these properties and restore3 them to be the exceptional facilities as the4 Casino Control Act requires and this State5 expects.6 The Petitioners have agreed to these7 conditions, and their commitment to invest8 capital regardless of whether they own the real9 estate of each casino, is now a matter of

10 record.11 This Commission expects to be kept aware12 of the Petitioner's progress regarding the13 capex expenditures and any shortcomings in14 satisfying them. In order to provide complete15 transparency regarding this matter, I ask the16 Petitioners to provide through their counsel17 copies of the capex plan, any amendments, and18 all stipulated notices to the Commission19 Chairman.20 The Division has reported to us on the21 qualification of the Applicant and its22 qualifying entities, individuals, and financial23 resources. The Division has recommended 4024 conditions be placed on our approval, and we25 have heard through sworn testimony the

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1 ITEM NO. 142 Petitioners have stipulated to all the3 conditions.4 The conditions put great responsibility5 on the Division. It's the Division's duty to6 monitor and ensure New Caesars meets its7 commitments and satisfies all its8 responsibilities under the New Jersey Casino9 Control Act. New Jersey's regulatory structure

10 requires a five-year review of each casino11 license and any conditions.12 Moreover, the Division Director has the13 authority to reopen license hearings before the14 Commission at any time. The public can be sure15 this body stands ready to fulfill its duties16 and resume hearings whenever necessary.17 Based upon the Division's report and the18 entire record of this proceedings, including19 all testimony, I am satisfied that the20 Applicant has met its burden of establishing by21 clear and convincing evidence that it meets22 each qualification standard under the Casino23 Control Act as the parent holding company of24 Bally's Atlantic City, Caesars Atlantic City,25 Harrah's Atlantic City, and Caesars Interactive

20

1 ITEM NO. 14

2 Entertainment New Jersey, in addition to

3 Tropicana Atlantic City.

4 Commissioner Cooper, do you have any

5 comments?

6 COMMISSIONER COOPER: Mr. Chairman, yes,

7 I do. Thank you very much.

8 Just over a year ago in June, we were

9 introduced to the Carano family and its team of

10 executives in Eldorado in the course of

11 securing our approval to purchase the

12 Tropicana. Now we are here to consider

13 approval of a merger between Eldorado and

14 Caesars that will result in what has been

15 repeatedly described as the largest gaming

16 company in the United States. The stakes could

17 not be any higher.

18 Unfortunately, the COVID-19 pandemic has

19 been devastating, resulting in tragic loss of

20 lives and countless travesties, shuttered

21 businesses, and lost jobs. The Atlantic City

22 industry was not spared. It bears to reason

23 that there was significant concern regarding

24 the financial stability of a merged Caesars and

25 Eldorado given the magnitude of the impact when

21

1 ITEM NO. 142 the two companies and given the unanticipated3 costs.4 I listened intently to the testimony5 offered over the last two days which was6 extremely thorough and very informative. While7 Eldorado was able to improve its financial8 condition, it is very important that the9 regulatory authorities continue to monitor New

10 Caesars' financial condition to ensure its11 ongoing viability as it navigates through these12 most challenging times.13 I also heard the comment from one of the14 witnesses that we believe in Atlantic City.15 And anyone or any company who believes in16 Atlantic City gets my attention. It's17 believing. It's creating. It's initiating.18 It's developing. It's putting everything19 together.20 I heard the witnesses talk about their21 great team for this upcoming merger, listing22 very talented and knowledgeable individuals23 from various locations and areas.24 I was also very pleased to hear about25 the level of commitment to Atlantic City and



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1 ITEM NO. 142 involvement in the community.3 And with that being said, as I have4 always believed in Atlantic City, I truly5 believe that Eldorado should be given the6 opportunity to be in Atlantic City, to be a7 part of the Atlantic City gaming industry. I8 look forward to their success.9 CHAIR PLOUSIS: Thank you, Commissioner

10 Cooper.11 I'm prepared to make a motion. I move12 we adopt the draft opinion and order, and based13 on findings and rulings and subject to the14 conditions specified therein, we:15 One, find that the plan of merger16 between Eldorado Resorts, Incorporated, and17 Caesars Entertainment Corporation will not18 result in undue economic concentration under19 the Casino Control Act;20 Two, approve the plan of merger;21 Three, find the entity and individual22 qualifiers qualified;23 Four, approve the Trust Agreement and24 find the trustee, John Farmer, qualified;25 Five, adopt the Division's proposed

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1 ITEM NO. 152 conditions identified as D-4 with the exception3 of Condition 37 in evidence;4 Six, require the Petitioners to provide5 through their counsel copies of the capex plan,6 any amendments, and all stipulated notices to7 the Commissioner Chairman;8 Seven, approve all related relief as set9 forth in the opinion and order.

10 Do I have a second?11 COMMISSIONER COOPER: I'll second that.12 CHAIR PLOUSIS: Roll call?13 MS. FAUNTLEROY: Commissioner Cooper?14 COMMISSIONER COOPER: Yes.15 MS. FAUNTLEROY: And Chairman Plousis?16 CHAIR PLOUSIS: Yes.17 MS. FAUNTLEROY: Item No. 15 which is18 Boardwalk Regency, LLC, Bally's Park Place,19 LLC, Harrah's Atlantic City Operating Company,20 LLC, Harrah's Atlantic City Propco, LLC,21 Eldorado Resorts Inc., VICI Properties, LP,22 Harrah's Atlantic City, LLC, and Caesars23 Atlantic City, LLC, and Bally's Atlantic City,24 LLC.25 I will not read the three requests for

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1 ITEM NO. 152 relief. But this matter, as you know, was3 argued as a part of the merger, but the parties4 may wish to add additional insight.5 CHAIR PLOUSIS: Counsel?6 MR. SCHRIER: Thank you, Mr. Chairman.7 Stephen D. Schrier again, of course.8 You heard the testimony from Tom Reeg9 and Bret Yunker regarding the nature of the

10 sale of land held by Harrah's Propco to VICI11 and how that sale was an important part of the12 overall transaction. A draft of the amended13 master lease known as the regional lease has14 been provided to the Division and the15 Commission. The amended regional lease covers16 the same required lease language in Section 82c17 that is found in the present approved leases18 with Bally's and Caesars and VICI.19 With the sale, the lease will be amended20 to cover all three of these properties,21 Harrah's, Caesars, and Bally's. Therefore, the22 joint Petitioners would respectfully request23 that the Commission grant the Petition and24 approve the sale of the land held by Harrah's25 Propco to VICI and the lease back of that land

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1 ITEM NO. 152 to Harrah's Opco, and also approve the3 amendments to the regional lease to incorporate4 the Harrah's land.5 And finally, to delegate to the Chair6 the authority to approve any further amendments7 to the regional lease to the extent that any of8 those amendments do not relate to the buyout or9 joint and several liability determination

10 provisions under the Act.11 And I think on behalf of -- of VICI that12 Mr. Fabius is also present, and he may want to13 address the licensing issue.14 MR. FABIUS: Good morning, Mr. Chairman,15 Commissioner Cooper. I am Michael Fabius,16 representing VICI Properties, LP, and its17 affiliates.18 It appears that my video is not showing,19 but I hope that you can hear me?20 CHAIR PLOUSIS: Yes, we can.21 THE WITNESS: Okay. I'll proceed if22 that's okay with you, Mr. Chairman.23 CHAIR PLOUSIS: Go ahead.24 MR. FABIUS: I want to keep my remarks25 focused and short on the licensing



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1 ITEM NO. 152 determination for Harrah's Atlantic City, LLC,3 as I know Mr. Schrier has already covered the4 request for approval of the sale and the5 approval of the lease, which we certainly join6 in, and we know that you have a detailed record7 already presented.8 As stated, this petition also seeks a9 declaratory ruling as to the licensure status

10 of Harrah's Atlantic City, LLC, which would own11 the real estate for Harrah's and lease it back12 to New Caesars through a passive triple net13 lease.14 I recognize that the Commissioner has15 seen these asset triple net leases before,16 including the one presently applicable to17 Caesars and Bally's in Atlantic City that would18 become applicable to Harrah's. Previously the19 Commission determined that the licensure status20 of VICI's subsidiaries are owning the real21 estate of Caesars as well as is that of a22 licensee, and we would respectfully ask that23 the Commission determined Harrah's, LLC, to24 have the same license status.25 In 2017 when Chair Levenson explained

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1 ITEM NO. 152 that the lease gives total control over to the3 property to the tenants operating the business4 on the real estate, and that, therefore, CSIE5 licensure is required. The Commission's6 previous rationale continues to apply to the7 Commission's determination today.8 Consistent with the Commission's prior9 CSIE licensing determinations for passive

10 triple net landlords, we have proposed a set of11 conditions on the licensee determination that12 include enhanced financial requirements. We've13 provided a written submission to the Commission14 detailing these conditions which include15 regular reporting of financial information,16 certifying compliance with financial stability17 criteria, and providing the Division with18 information material to its showing of19 financial stability.20 We have no objection to the continuation21 of these conditions on the CSIE license22 determination for Harrah's Atlantic City, LLC.23 Before I yield the proverbial floor back24 to Mr. Schreir, I want to finish by expressing25 our appreciation and thanks to the staffs of

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1 ITEM NO. 152 the Commission and Division for their diligence3 and professionalism handling this petition, all4 the matters before you today, and for managing5 to pull off a multiple-day Commission meeting6 over Zoom, notwithstanding my video7 complications. I know how much work has been8 required to get these ready for presentation to9 you, and I just want to close by saying thank

10 you.11 CHAIR PLOUSIS: Thank you, sir.12 Miss Richardson?13 MS. RICHARDSON: Thank you, Chairman.14 The Division primarily relies on its response15 to this petition included in its June 30th16 report on the merger. I'd just like to17 highlight some of the those points here.18 Initially, I'd also like to clarify some19 references that -- sorry. Sorry, Chairman and20 Commissioner Cooper.21 Some references made by Eldorado22 regarding the proposed Harrah's transaction23 being called a land lease deal. As the24 Commission is aware through its consideration25 of other REIT transactions, this is not simply

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1 ITEM NO. 152 a lease of land which implies just of the3 parcel underlying the casino, but is a lease of4 also the entire brick and mortar casino hotel5 facility. To refer to this proposed6 arrangement in the basic terms of "land lease"7 oversimplifies the matter and is simply8 inaccurate.9 You set forth how the Division has

10 presented data showing that Bally's and Caesars11 have not been the beneficiaries of any12 substantial capital expenditure projects since13 it entered the VICI REIT in 2017. Similarly,14 we showed that Tropicana is part of the GLPI15 REIT structure. And since 2018 when that16 structure was established upon Eldorado's17 acquisition, Tropicana has not been the18 beneficiary of any substantial capital19 expenditures.20 You heard testimony that Eldorado would21 never make decisions about improvements based22 on whether a property is owned or leased. In a23 situation of choosing between two properties24 for a project, both with similar operating25 results and similar expected returns on



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1 ITEM NO. 152 investments, what would be the incentive for3 Eldorado to choose to improve the property it4 doesn't own instead of the equally deserving5 property it does where it would be the6 beneficiary of the increase in overall value7 obtained through such improvements?8 There have been attempts to equate the9 $400 million capital expenditure trust and the

10 ongoing requirements thereafter as entirely11 resolving any capital expenditure concerns12 which can result from a REIT structure. To the13 contrary, the need for such a fund to be14 established through this merger proves the15 point of the concern. If the lease structure16 and the minimal capital expenditure17 requirements provided for under it gave any18 comfort that Atlantic City properties would19 benefit from those requirements, the additional20 imposition of such conditions here would be21 unnecessary.22 If the sale of Harrah's is approved and23 those real estate assets are added to the VICI24 REIT, an upper tier property in the market will25 no longer be owned by its operator. While CEC

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1 ITEM NO. 152 has a pending sale in Harrah's which pursuant3 to a companion agreement would remove the lower4 tier performer of Bally's from the REIT5 resulting in an overall expansion of VICI's6 role in the market based on this prospective7 new combination of properties.8 Financial uncertainty exacerbates such9 concerns in conditions where the REIT may be

10 negatively impacted if gaming tenants11 experience difficulty in satisfying rent12 payments as a result of continued capacity13 limitations, use restrictions, health concerns,14 or a recessionary atmosphere.15 If the Commission determines that the16 sale of Harrah's should be approved and that17 the appropriate status through the landlord18 entity of Harrah's would be as a casino service19 industry enterprise, the Division would be able20 to concur in a determination of that licensure21 status.22 The Division submits that such a23 determination would call for additional24 conditions over and above both those which were25 previously imposed on the Bally's and Caesars

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1 ITEM NO. 152 landlord entities, and those same conditions3 which are recommended by VICI REIT in its4 written submission here in order to enhance the5 financial stability requirements applicable to6 the Harrah's landlord entity.7 Thank you.8 CHAIR PLOUSIS: Thank you.9 Any further questions for counsel?

10 COMMISSIONER COOPER: No, thank you.11 CHAIR PLOUSIS: Hearing none, is there a12 motion?13 COMMISSIONER COOPER: Mr. Chairman, I14 move to adopt the draft resolution and issue:15 One, a declaratory ruling pursuant to16 NJAC 19:40a-3.7 determining the licensing17 status of Harrah's Atlantic City, LLC, as a18 CSIE [sic] to serve as the landlord of Harrah's19 Atlantic City Operating Company, LLC;20 And, two, approval of the sale of21 certain parcels of real property and the22 buildings and other improvements constructed23 there on;24 And, three, approval of the lease as25 amended by and among Harrah's Atlantic City,

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1 ITEM NO. 162 Caesars Atlantic City, LLC, and Bally's3 Atlantic City, LLC, as landlords and Harrah's4 Opco, Boardwalk Regency, LLC, and Bally's Park5 Place, LLC, as tenants;6 And, four, additional relief in7 accordance with the terms of the resolution.8 CHAIR PLOUSIS: I'll second that.9 Any further discussion?

10 (No response.)11 CHAIR PLOUSIS: Hearing none, roll call12 vote?13 MS. FAUNTLEROY: Commissioner Cooper?14 COMMISSIONER COOPER: Yes.15 MS. FAUNTLEROY: And Chairman Plousis?16 CHAIR PLOUSIS: Yes.17 MS. FAUNTLEROY: Item No. 16 is the18 matter of Caesars Entertainment Operating19 Companies non-CPLV request for amendments to20 the master lease.21 MR. O'GARA: Good morning, Chairman22 Plousis, Commissioner Cooper.23 This petition was filed by CEC with24 respect to the lease, the amendment of which25 you have just approved to include Harrah's



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1 ITEM NO. 162 Atlantic City prior to the transaction. The3 amendment proposes to amend this non-CPLV lease4 which will now be known as the regional lease5 to provide for two things. Number one, to deem6 the obligations under the lease with respect to7 capital expenditures that are imposed upon8 Caesars as having been made. And, second, to9 then lay out going forward the capital

10 expenditure obligations under the lease on a11 schedule for the next three years. This was in12 response to the COVID-19 crisis and the13 complete shutdown of the industry.14 With respect to the going forward15 obligations, they are those that would exist16 under the master lease that you heard testimony17 regarding. And certainly the provisions of the18 lease are superseded and, in fact, will be19 governed, capital expenditure in New Jersey by20 the terms of your conditions requiring capital21 expenditure at facilities in Atlantic City22 which will far exceed any requirements of the23 lease over the next three years.24 I'll be happy to answer any questions25 you might have.

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1 ITEM NO. 162 CHAIR PLOUSIS: Thank you.3 Miss Richardson?4 MS. RICHARDSON: Thank you, Chairman.5 As you know, capital expenditures have6 been one of the main concerns of the Division7 related to these merger matters, and you have8 ruled on them this morning and imposed the9 conditions that we requested.

10 Initially we did not believe that the11 request that Mr. O'Gara has just addressed was12 appropriate to hear in advance of this merger,13 and it was held until today.14 Now that the Commission has ruled on the15 merger and incorporated the Division's detailed16 conditions regarding capital expenditures, the17 Division does not object to the proposed18 amendments since capital expenditures as they19 relate to the Atlantic City properties subject20 to the VICI lease will be wholly governed by21 the merger rulings today and the requirements22 set forth in conjunction with that.23 Thank you.24 CHAIR PLOUSIS: Thank you.25 Any further questions for counsel?

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1 ITEM NO. 172 COMMISSIONER COOPER: Uh-uh.3 CHAIR PLOUSIS: Hearing none, is there a4 motion?5 COMMISSIONER COOPER: Mr. Chairman, I6 move to adopt the draft resolution and grant7 the requested relief in the Petition and:8 A, approve the amendments to the master9 lease pursuant to NJSA 5:12-82c;

10 And, B, delegate to Chairman Plousis the11 authority to approve amendments to the lease12 subject to the extent set forth in the findings13 and rulings and subject to the conditions14 provided in the resolution.15 CHAIR PLOUSIS: I'll second that.16 Any further discussion?17 (No response.)18 CHAIR PLOUSIS: Hearing none, roll call19 vote?20 MS. FAUNTLEROY: Commissioner Cooper?21 COMMISSIONER COOPER: Yes.22 MS. FAUNTLEROY: And Chairman Plousis?23 CHAIR PLOUSIS: Yes.24 MS. FAUNTLEROY: No. 17 is the matter of25 Eldorado Resorts, Inc., and Tropicana Atlantic

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1 ITEM NO. 172 City Corp., Caesars Entertainment Corporation,3 and Caesars Interactive Entertainment New4 Jersey, regarding temporary key licensure and5 qualification matters.6 CHAIR PLOUSIS: Mr. Schrier?7 MR. SCHRIER: Yes. Mr. Chairman, this8 petition was filed in -- as a means of9 effectuating the approval of the qualifiers and

10 key employees necessary to fulfill your ruling11 on merger.12 What we are seeking in the petition is13 the issuance of a temporary key employee14 license to Kevin Fulmer to perform duties as15 the Vice President Digital Sports on behalf of16 CIE NJ and also approve a waiver of residency17 requirement for Mr. Fulmer.18 And secondarily, to permit the temporary19 qualification of certain other individuals who20 will assume positions and titles in Caesars21 Entertainment, Inc., or New Caesars, and that22 would be Keith Causey, Brandi Ellis, Eric23 Golebiewski, Josh Jones, and Gregg Klein. And24 I would ask that you approve that petition.25 CHAIR PLOUSIS: Thank you.



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1 ITEM NO. 172 Miss Richardson?3 MS. RICHARDSON: Thank you, Chairman.4 In the event the merger was to be approved, the5 Director of the Division had designated as6 necessary qualifiers the individuals listed by7 Mr. Schrier, and in the case of Kevin Fulmer, a8 key qualifier.9 You have the Division's letter of July

10 9th indicating no objection to the temporary11 authorization relief to allow these individuals12 to either assume the titles upon the merger for13 New Caesars, if approved, or to retain their14 current titles in positions with the new15 company.16 As to Kevin Fulmer, he will be the Vice17 President of Digital Sports for Caesars and18 Interactive Entertainment New Jersey, and he'll19 also have corporate responsibilities with New20 Caesars.21 Given his title with the CIE NJ casino22 licensee, temporary casino key employee23 licensure as well as qualification has been24 sought for him along with the residency waiver.25 The Division does not object to those

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1 ITEM NO. 172 requests for relief. And as to residency3 specifically, Mr. Fulmer will remain a resident4 of Nevada where he currently carries out his5 duties, and his responsibilities will continue6 require him to be primarily based there.7 The Division also consents to a waiver8 of the requirement that disclosure forms be on9 file for more than 30 days prior to

10 consideration of temporary qualification to the11 extent needed.12 In addition, Miss Ellis has filed a13 personal history disclosure Form 3 as permitted14 as an initial filing under the regulations and15 subject to the requirement that she submit the16 necessary full forms within 15 days of any17 grant of temporary qualification, and subject18 to the requirements of NJAC 13:69C-2.7(b).19 The Division has no objection to the20 temporary qualification of the noted21 individuals, and as indicated, temporary casino22 key employee licensure for Mr. Fulmer.23 Thank you.24 CHAIR PLOUSIS: Any questions?25 (No response.)

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1 ITEM NO. 172 CHAIR PLOUSIS: Hearing none, is there a3 motion?4 COMMISSIONER COOPER: Mr. Chairman, I5 move to adopt the draft resolution and issue a6 temporary casino key employee license to Kevin7 Fulmer pursuant to NJSA 5:12-89(e) and NJSA8 19:41A-5.3(d) and permit him to assume the9 duties and exercise the powers of Vice

10 President of Digital Sports for Caesars11 Interactive Entertainment, New Jersey, LLC,12 pending plenary qualification in accordance13 with the conditions contained in NJSA14 5:12-85.1c and NJAC 13:69C-2.6.15 And, further, grant the Petitioner's16 request to waive the residency requirement as17 provided for in NJSA 5:12-89(b)4, and authorize18 on a temporary basis and prior to plenary19 qualification the following officers to assume20 the duties and exercise the powers of their21 respective positions for Caesars Entertainment,22 Incorporated, subject to the conditions23 contained in NJSA 5:12-25.1C, NJSA 5:12-89b(1)24 and (2), and NJAC 13:69C-2.6 and 2.7.25 CHAIR PLOUSIS: I'll second that motion.

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1 ITEM NO. 172 Any further discussion?3 MS. FAUNTLEROY: I'll call them4 individually, the names.5 Kevin Fulmer?6 CHAIR PLOUSIS: Yes.7 MS. FAUNTLEROY: Commissioner Cooper?8 COMMISSIONER COOPER: Yes.9 MS. FAUNTLEROY: Chairman Plousis?

10 CHAIR PLOUSIS: Yes.11 MS. FAUNTLEROY: Keith Causey as Senior12 Vice President of Strategic Business Services13 and Information Technology.14 CHAIR PLOUSIS: Yes.15 MS. FAUNTLEROY: Commissioner Cooper?16 COMMISSIONER COOPER: Yes.17 MS. FAUNTLEROY: Chairman Plousis?18 CHAIR PLOUSIS: Yes.19 MS. FAUNTLEROY: Brandi Ellis as Vice20 President VIP Marketing.21 Commissioner Cooper?22 COMMISSIONER COOPER: Yes.23 MS. FAUNTLEROY: And Chairman Plousis?24 CHAIR PLOUSIS: Yes.25 MS. FAUNTLEROY: Eric Golebiewski, Vice



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1 ITEM NO. 182 President Security Operations.3 Commissioner Cooper?4 COMMISSIONER COOPER: Yes.5 MS. FAUNTLEROY: And Chairman Plousis?6 CHAIR PLOUSIS: Yes.7 MS. FAUNTLEROY: Josh Jones, Senior Vice8 President Operations.9 Commissioner Cooper?

10 COMMISSIONER COOPER: Yes.11 MS. FAUNTLEROY: And Chairman Plousis?12 CHAIR PLOUSIS: Yes.13 MS. FAUNTLEROY: And lastly, Gregg14 Klein, Vice President Operations.15 Commissioner Cooper?16 COMMISSIONER COOPER: Yes.17 MS. FAUNTLEROY: And Chairman Plousis?18 CHAIR PLOUSIS: Yes.19 MS. FAUNTLEROY: Thank you.20 Last item, No. 18, Tropicana Atlantic21 City for amendment to its master lease.22 CHAIR PLOUSIS: Mr. Schrier?23 MR. SCHRIER: Thank you, Chairman.24 This is a petition on behalf of25 Tropicana Atlantic City that is designed to

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1 ITEM NO. 182 address the impacts of COVID-19 on the3 Tropicana and the GLP master lease, similar in4 nature to the one that Mr. O'Gara just spoke5 about regarding VICI.6 The Petition seeks the approvals of7 certain rent adjustments and also the ability8 of Eldorado to replace or sell certain9 properties that are subject to the lease terms.

10 None of those properties are Tropicana Atlantic11 City.12 And we also in that Petition -- or in13 the amended lease -- would seek certain other14 relief under the operating the capital15 expenditures and the financial covenants16 contained in the lease.17 The matter before you does not implicate18 any of the terms of the lease regarding the19 provisions that are required under Section 82c20 of the Act and you, as Chairman through21 delegated authority, may approve the amended22 and restated master lease upon receiving a23 report from the Division or a response from the24 Division. So I would respectfully request that25 this matter be approved as well.

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1 ITEM NO. 182 Thank you.3 CHAIR PLOUSIS: Thank you.4 Miss Richardson?5 MS. RICHARDSON: Thank you, Chairman.6 Similar to the prior matter, No. 16 on7 the agenda, the Division has a similar8 response.9 Now that the Commission has ruled on the

10 merger and specifically incorporated the11 Division's detailed conditions related to12 capital expenditures, the Division does not13 object to the proposed amendments since those14 requirements as they relate to Tropicana15 Atlantic City subject to the lease with GLP16 Capital will be wholly governed by the merger17 rulings and the requirements set forth today.18 Thank you.19 CHAIR PLOUSIS: Any questions for20 counsel?21 COMMISSIONER COOPER: No questions.22 CHAIR PLOUSIS: Hearing none, is there a23 motion?24 COMMISSIONER COOPER: Mr. Chairman, I25 move to adopt the draft resolution and grant

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1 ITEM NO. 182 the requested relief in the Petition and:3 A, approve the amendments to the master4 lease pursuant to NJSA 5:12-82c;5 And, B, delegate to Chairman Plousis the6 authority to approve amendments to the lease7 subject to the extent set forth in the findings8 and rulings and subject to the conditions9 provided in the resolution.

10 CHAIR PLOUSIS: I'll second that.11 Any further discussion?12 (No response.)13 CHAIR PLOUSIS: Hearing none, all in14 favor?15 (Ayes.)16 CHAIR PLOUSIS: Opposed?17 (No response.)18 MS. FAUNTLEROY: That didn't need to be19 a roll call. That's fine.20 CHAIR PLOUSIS: Thank you.21 MS. FAUNTLEROY: In accordance with22 Resolution 19-12-11-03, the next closed session23 will be held on Wednesday, August 12, 2020, at24 9:30 a.m. in the Commission offices.25 CHAIR PLOUSIS: This is the public



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1 PUBLIC2 participation portion of the meeting. Are3 there any comments?4 MS. FAUNTLEROY: Yes, Mr. Chairman.5 This public comment is dated July 15,6 10:30 a.m., from Mark Clayton: I am for the7 merger as it would help to make Caesars/8 Eldorado more efficient and would allow for9 Caesars to be better managed than it has been

10 historically.11 However, Caesars did a lot of damage to12 Atlantic City under the previous ownership by13 putting deed restrictions on several casinos14 buildings for the sole reason of preventing15 competition. This has resulted in less16 investment, jobs and options for consumers.17 The deed restrictive properties include the18 Claridge, Showboat, and the Atlantic Club.19 Trump Plaza also has a deed restriction. As a20 condition of approving the Caesars/Eldorado21 merger can the CCC please require Caesars/Carl22 Icahn to remove all deed restrictions they put23 on former casinos to reduce competition.24 Caesars were to pay less taxes. Caesars owner25 Icahn.

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1 PUBLIC2 By requiring this condition, this can3 open up the window for additional future4 investment and redevelopment into Atlantic City5 as well as thousands of additional jobs. The6 buildings with deed restrictions are eyesores7 or have underperformed because they cannot be8 utilized as they were designed and to their9 potential. Tourism in Atlantic City showed a

10 significant jump when Ocean Hard Rock opened.11 Thousands of permanent jobs were created as12 well. More options as a result of additional13 investment would further increase tourism to14 Atlantic City, Las Vegas would not be what it15 is today without a significant amount of16 competition and investments.17 This is July 15, 10:32 a.m. from18 Charliepig: What are the general protocols for19 coronavirus testing for gaming employees? In20 particular, will the CCC require testing? If21 so, will the test results be disclosed publicly22 for each casino? Please elaborate as best you23 can on the reasons for the CCC's positions.24 I'm sorry. This is Sebastian25 Pignatello. His e-mail address was Charliepig.

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1 PUBLIC2 CHAIR PLOUSIS: Let me to address that.3 The industry has worked with AtlantiCare as4 well as the Division of Gaming Enforcement and5 the Casino Control Commission to put in all the6 safety protocols. We will get back to this7 gentleman and advise him of those safety8 protocols, which include testing and where9 tests are available. I know Unite 54 is

10 involved with testing as well as some free11 testing in the city. So we will address that12 with him personally.13 But for everybody listening out there,14 the industry has done their due diligence, as15 well as the Division of Gaming Enforcement and16 the Commission to make sure everyone who works17 in the casinos as well as visits the casinos18 will be safe and secure.19 MS. FAUNTLEROY: This comment is July20 15, at 10:42 a.m., from John Nixon: Would like21 to introduce this product to the Commission for22 consideration.23 It's a cleanmachineteam.24 This is from 7 -- July 15, 11:28 a.m.25 from Moshed Math: To whom this may concern,

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1 PUBLIC2 I'm wondering if language requiring the removal3 of the Deed Restrictions placed by Harrah's4 Corporation on (Showboat, Claridge and Atlantic5 City Hotel) properties sold, may be a condition6 for approval of the merger?7 I know Senator Chris Brown, believed8 that there is a case for removal by the Courts.9 I believe it will be great to let everyone in

10 the world know, that Atlantic City is open for11 business. I have no conflict of interest12 (transparency purposes) in this matter.13 My name is Mosheh Math.14 And he does give his number which I will15 not read.16 Thank you in advance, for hopefully17 addressing this question. Appreciatively,18 Mosheh.19 July 16, 2:35 p.m., Linda Smith: I20 watched the hearing over the last 2 days and21 heard the Division repeatedly state during its22 questioning of witnesses and its closing23 statement that the Caesars properties are24 currently in a state of disrepair. Why wasn't25 the Division concerned during the incremental



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1 PUBLIC2 demise of these properties? What did the3 Division do to ensure its own conditions for4 approving the variance transactions in the past5 were actually being met over the last 5-86 years?7 This is July 17, 10:45 a.m. Pascal8 Forest: Hi, the meeting was supposed to start9 45 minutes ago at 10 a.m. The Commission has

10 not given any explanation as to why it is11 delayed nor has it given any new time date.12 Could you please let me know when the13 meeting is rescheduled for? Regards.14 Another one from Ming Xu, 7-17, 11:0615 a.m.16 Hi - wanted to see if you could provide17 the reason for the delay in starting the 7/1718 public meeting and when we can expect to19 receive an update.20 Thanks, Ming.21 CHAIR PLOUSIS: Well, the Commission22 appreciates everybody who made public comment,23 and we apologize for the delay. We were in24 deliberations, and we had to resolve some25 matters.

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12 And so on that note, do we have a motion3 to adjourn?4 COMMISSIONER COOPER: Mr. Chairman, I5 will make in motion.6 CHAIR PLOUSIS: I'll second that.7 All in favor?8 (Ayes.)9 CHAIR PLOUSIS: Meeting adjourned.

10 MS. FAUNTLEROY: Thank you, everyone. I11 will be sending you guys the drafts in a few12 minutes.13 MR. SCHRIER: Okay. Thank you again.14 We appreciate all of your time.15 MS. FAUNTLEROY: Absolutely. Thank you.16 MR. FABIUS: Thank you very much.17 MS. FAUNTLEROY: Have a safe weekend,18 everyone.19 (Public Meeting 20-07-15 was adjourned20 at 12:26 p.m.)2122232425

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12 C E R T I F I C A T E345 I, M. DARLENE ENGEL, a Certified Court6 Reporter and Notary Public of the State of New Jersey,7 certify that the foregoing is a true and accurate8 transcript of the proceedings via remote technology.9

10 I further certify that I am neither11 attorney, of counsel for, nor related to or employed12 by any of the parties to the action; further that I am13 not a relative or employee of any attorney or counsel14 employed in this case; nor am I financially interested15 in the action.1617181920 ------------------------

M. DARLENE ENGEL, CCR21 License No 30XI01023002223

Dated: July 21 , 202024 My Notary Commission Expires

November 21, 202425 ID No. 50117353


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27:22 30:1832:17,19,2533:2,3 34:234:21 35:1936:25 42:2042:25 43:1044:15 46:1246:18 47:4,947:14 49:449:10

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attempts 30:8attention12:21 21:16

attorney 2:83:2,9,17,214:3 52:11,13

ATTORNEYS 2:8August 9:2045:23

authorities21:9

authority19:13 25:636:11 43:2145:6

authorization38:11

authorize40:17

automatically17:22

available11:22 48:9

Avenue 1:12average 12:10aware 18:1128:24

Ayes45:1551:8

BB2:1 36:10

45:5back15:724:25 26:1127:23 48:6

backdrop 11:2BALLARD 3:15Bally's 3:7,113:14 5:7,125:15,21,238:6 10:213:15 16:2417:9 19:2423:18,2324:18,2126:17 29:1031:4,25 33:233:4

based 19:1722:12 29:2131:6 39:6

basic 29:6basis 40:18bears 20:22begun 11:915:14

behalf 25:1137:15 42:24

believe 21:1422:5 35:1049:9

believed 22:449:7

believes 21:15believing21:17

beneficiaries29:11

beneficiary29:18 30:6

benefit 15:2130:19

best47:22better 15:2046:9

billion 10:18BLANK 3:3,10

3:22 4:4block 14:5Boardwalk 1:123:7,11 5:75:12,22 8:723:18 33:4

body19:15Brandi 37:2241:19

Bret24:9brick 29:4brief 14:16bring 15:6Brown 49:7BROWNSTEIN3:18

buildings 5:1932:22 46:1447:6

burden 19:20business 11:411:12 12:615:12 27:341:12 49:11

businesses20:21

buyout 25:8

CC3:1 4:1 52:252:2

Caesars 3:4,53:5,5,14,235:4,4,5,5,85:15,21 6:67:5,9,16,178:4,5,5,6,98:13 9:18,239:23 10:2,410:6,9,21,2311:19 13:2516:7,12,1416:21,2417:5,7 19:619:24,2520:14,24

22:17 23:2224:18,2126:12,17,2129:10 31:2533:2,18 34:837:2,3,20,2138:13,17,2040:10,2146:9,11,2446:24 49:23

Caesars' 21:10Caesars/ 46:7Caesars/Carl46:21

Caesars/El...46:20

call23:1231:23 33:1136:18 41:345:19

called 12:714:3 28:23

capacity 31:12capex 17:1318:13,1723:5

capital 17:2,617:6,10,1717:19 18:829:12,1830:9,11,1634:7,9,19,2035:5,16,1843:14 44:1244:16

Carano 11:2320:9

carries 39:4case38:7 49:852:14

casino 1:2 2:22:4 6:7 7:67:10,12 8:410:25 11:513:11,2514:13,14


15:19 16:1417:20 18:4,919:8,10,2222:19 29:3,431:18 38:2138:22 39:2140:6 47:2248:5

casinos 13:1715:6 16:7,1346:13,2348:17,17

categories13:11

caused 15:12Causey 37:2241:11

CCC46:2147:20

CCC's 47:23CCR52:20CEC30:2533:23

CEO12:3CEOC3:5 5:4CEOC/Non-CPLV3:19 6:4

certain 5:186:7 32:2137:19 43:7,843:13

certainly 26:534:17

Certified 1:1752:5

certify 52:752:10

certifying27:16

Chair 2:2 9:49:11,16 22:923:12,1624:5 25:5,2025:23 26:2528:11 32:832:11 33:8

33:11,1635:2,24 36:336:15,18,2337:6,2539:24 40:240:25 41:641:10,14,1841:24 42:642:12,18,2244:3,19,2245:10,13,1645:20,2548:2 50:2151:6,9

Chairman 9:89:14 18:1920:6 23:7,1524:6 25:1425:22 28:1328:19 32:1333:15,2135:4 36:5,1036:22 37:738:3 40:441:9,17,2342:5,11,1742:23 43:2044:5,24 45:546:4 51:4

challenges12:15

challenging21:12

change 10:6changes 12:215:24

Charliepig47:18,25

choose 30:3choosing 29:23Chris 49:7CIE37:1638:21

circumstances11:22

city1:10,13

3:6,12,13,143:14,14 4:55:6,13,13,145:15,15,175:18,21,215:22 6:8 7:67:10 8:7,1310:2,3,3,510:17,2512:19 13:714:2 16:1217:17,1819:24,24,2520:3,2121:14,16,2522:4,6,723:19,20,2223:23,2326:2,10,1727:22 30:1832:17,19,2533:2,3 34:234:21 35:1937:2 42:2142:25 43:1144:15 46:1247:4,9,1448:11 49:549:10

City's 16:9Claridge 46:1849:4

clarify 28:18Clayton 46:6cleanmachi...48:23

clear 19:21close 28:9closed 45:22closing 14:1949:22

Club46:18Collection7:17

Collections3:5 5:5 8:6

Colt3:8 5:8,98:8,9 9:21

combination31:7

combined 10:20comfort 30:18comment 21:1346:5 48:1950:22

comments 20:546:3

Commission 1:21:10 2:2,47:12 8:4,1510:10 16:1917:23 18:1118:18 19:1424:15,2326:19,2327:13 28:2,528:24 31:1535:14 44:945:24 48:548:16,2150:9,2152:24

Commission's27:5,7,8

Commissioner2:3 9:9,1420:4,6 22:923:7,11,1323:14 25:1526:14 28:2032:10,1333:13,14,2236:2,5,20,2140:4 41:7,841:15,16,2141:22 42:3,442:9,10,1542:16 44:2144:24 51:4

commit 17:16commitment18:7 21:25


commitments12:16 19:7

community 22:2companies10:20 21:233:19

companion 31:3company 3:6,125:6,13,187:17,18 8:710:2 11:2019:23 20:1621:15 23:1932:19 38:15

compared 12:612:10 15:21

competition10:24 12:2214:5 46:1546:23 47:16

Competitive7:4,8

complete 18:1434:13

completed13:20

compliance27:16

complicates15:3

complications28:7

concentration8:12 13:1213:18,2222:18

concern 16:520:23 30:1548:25

concerned49:25

concerns 10:2212:8 13:2130:11 31:931:13 35:6

concur 31:20

condition14:10,1715:2 16:2021:8,10 23:346:20 47:249:5

conditions8:16 14:1017:4 18:7,2419:3,4,1122:14 23:227:11,14,2130:20 31:931:24 32:234:20 35:935:16 36:1340:13,2244:11 45:850:3

confidence13:20

conflict 49:11conjunction35:22

consents 39:7consider 16:220:12

consideration28:24 39:1048:22

Consistent27:8

constructed5:20 32:22

consumers46:16

contact 11:7contained40:13,2343:16

continuation27:20

continue 21:939:5

continued 1:44:1 5:1,3

6:1,3 31:12continues 27:6contrary 30:13control 1:22:2,4 7:128:4 10:2113:11 18:419:9,2322:19 27:248:5

converted 7:16convincing19:21

COO11:23Cooper 2:3 9:99:14 20:4,622:10 23:1123:13,1425:15 28:2032:10,1333:13,14,2236:2,5,20,2140:4 41:7,841:15,16,2141:22 42:3,442:9,10,1542:16 44:2144:24 51:4

copies 18:1723:5

coronavirus47:19

Corp7:5,937:2

corporate38:19

corporation3:4,23 5:4,96:6 7:15 8:58:9 9:19,2422:17 37:249:4

costs 21:3counsel 2:53:2,9,17,204:2 18:16

23:5 24:532:9 35:2544:20 52:1152:13

COUNSEL/EX...2:6

countless20:20

country 11:411:11

course 20:1024:7

Court 1:17,2152:5

Courts 49:8covenants13:24 14:1843:15

cover 24:20covered 26:3covers 24:15COVID 15:16COVID-19 11:815:13 20:1834:12 43:2

created 9:2247:11

creating 21:17crisis 34:12criteria 27:17CSIE27:4,9,2132:18

current 14:1238:14

currently 39:449:24

DD3:4,11,15,224:4 24:7

D-18:4D-28:11D-38:14D-48:16 23:2damage 46:11Darlene 1:17


52:5,20DARYL 2:4data29:10date50:11dated 46:552:23

day12:20days16:2121:5 39:9,1649:20

deal28:23decision 13:1615:4

decisions29:21

Deck7:14declaratory5:11,16 26:932:15

deed14:946:13,17,1946:22 47:649:3

deem34:5Delaware 7:167:17

delay 50:17,23delayed 50:11delegate 25:536:10 45:5

delegated43:21

deliberations15:22 50:24

demise 50:2denied 14:22deposited17:13

DEPUTY 2:8,83:2,9,17,214:3

described20:15

describing12:5

DESCRIPTION

7:3 8:3deserving 30:4designated38:5

designed 42:2547:8

detailed 13:426:6 35:1544:11

detailing27:14

determination25:9 26:227:7,11,2231:20,23

determinat...27:9

determine16:17

determined26:19,23

determines31:15

determining5:16 32:16

devastating20:19

developing21:18

DIANNA 2:6 3:23:9,17,204:2

difficulty31:11

Digital 37:1538:17 40:10

diligence 28:248:14

Director 19:1238:5

disclosed47:21

disclosure39:8,13

discussion15:25 33:9

36:16 41:245:11

disrepair49:24

disruption15:12

disruptions11:4

divest 13:16Division 2:78:2,16 13:314:8 16:2016:23 18:2018:23 19:519:12 24:1427:17 28:228:14 29:931:19,2235:6,17 38:538:25 39:739:19 43:2343:24 44:744:12 48:448:15 49:2149:25 50:3

Division's14:16,1719:5,1722:25 35:1538:9 44:11

Dr7:4,7 8:1112:25 13:2,813:12,23

draft 22:1224:12 32:1436:6 40:544:25

drafts 51:11dramatic 11:3due48:14duties 19:1537:14 39:540:9,20

duty19:5

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e-mail 47:25economic 7:4,88:12 13:1213:18,2115:16,1822:18

economists12:24

Effects 7:5,8effectuating37:9

efficient 46:8either 38:12elaborate47:22

Eldorado 3:73:13,23 5:75:14 6:5 7:67:9,15 8:88:13 9:17,259:25 10:6,1210:14,2011:24 20:1020:13,2521:7 22:5,1623:21 28:2129:20 30:336:25 43:846:8

Eldorado's29:16

Ellis 37:2239:12 41:19

emergency14:14

employed 52:1152:14

employee 6:737:13 38:2239:22 40:652:13

employees


37:10 47:19employment12:9

Enforcement2:7 8:1613:4 48:4,15

engaged 10:1213:3

Engel 1:1752:5,20

enhance 32:4enhanced 27:12ensure 19:621:10 50:3

entered 9:1929:13

enterprise31:19

Entertainment3:4,6,23 5:45:6,9 6:67:5,9,16 8:58:6,9 9:1810:4,7,1613:25 20:222:17 33:1837:2,3,2138:18 40:1140:21

entire 19:1829:4

entirely 30:10entities 18:2232:2

entity 5:1022:21 31:1832:6

entrants 14:6entry 11:24episode 11:9equally 30:4equate 30:8Eric37:2241:25

ESQ3:4,11,153:19,22 4:4

established29:16 30:14

establishing19:20

estate 16:1016:10,1518:9 26:1126:21 27:430:23

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evidence 19:2123:3

exacerbates31:8

exceed 34:22exception 23:2exceptional18:3

Executive 8:14executives11:17 20:10

exercise 15:840:9,20

Exhibits 7:27:12 8:2

exist 13:1934:15

existing 14:4expand 16:8expansion 31:5expect 50:18expected 29:25expects 18:518:11

expenditure17:6 29:1230:9,11,1634:10,19,21

expenditures17:7,1118:13 29:1934:7 35:5,16

35:18 43:1544:12

experience31:11

experts 13:415:18

expires 17:1652:24

explained26:25

explanation50:10

expressing27:24

extent 25:736:12 39:1145:7

extremely 21:6eyesores 47:6

FF2:1 52:2Fabius 3:1525:12,14,1525:24 51:16

facilities18:3 34:21

facility 29:5fact34:18fair10:24family 20:9far34:22FARBER 3:18Farmer 7:1822:24

FAUNTLEROY 2:63:2,9,17,204:2 23:13,1523:17 33:1333:15,1736:20,22,2441:3,7,9,1141:15,17,1941:23,2542:5,7,11,1342:17,19

45:18,2146:4 48:1951:10,15,17

favor 13:1845:14 51:7

file39:9filed 14:14,1833:23 37:839:12

filing 14:1539:14

finally 25:5financial11:15 18:2220:24 21:721:10 27:1227:15,16,1931:8 32:543:15

financially52:14

find22:15,2122:24

findings 22:1336:12 45:7

fine45:19finish 27:24first 1:117:10 12:2517:20

five17:1622:25

five-year19:10

floor 1:1127:23

focused 25:25following11:24 40:19

footing 11:2115:20

forecasts11:15

foregoing 52:7Forest 50:8Form39:13


46:23forms 39:8,16forth 23:929:9 35:2236:12 44:1745:7

forthright12:14

forward 22:834:9,14

found 12:1324:17

four22:2333:6

fourfold 10:15free1:2448:10

frequently10:8

Friday 1:9fulfill 19:1537:10

full39:16fully 12:11Fulmer 37:1437:17 38:738:16 39:339:22 40:741:5

fund30:13funds 17:13further 9:1025:6 32:933:9 35:2536:16 40:1541:2 45:1147:13 52:1052:12

future 47:3

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47:19 48:448:15

general 2:5,62:8,8 3:2,33:9,10,17,183:20,21 4:24:3 47:18

gentleman 48:7give49:14given 20:2521:2 22:538:21 50:1050:11

gives 27:2GLP43:3 44:15GLPI29:14Go25:23going 34:9,14Golebiewski37:23 41:25

Good9:4,9,1325:14 33:21

governed 34:1935:20 44:16

grant 24:2336:6 39:1740:15 44:25

great 19:421:21 49:9

greatly 15:3Gregg 37:2342:13

Growth 3:5 5:48:5

guys51:11

HHAMILTON 1:23handling 28:3happy 34:24Hard14:1347:10

harm10:24harmed 13:21Harrah's 3:63:12,12,13

5:6,12,13,145:17,17,215:22 8:710:3 16:917:7 19:2523:19,20,2224:10,21,2425:2,4 26:226:10,11,1826:23 27:2228:22 30:2231:2,16,1832:6,17,1832:25 33:333:25 49:3

he'll 38:18health 31:13hear21:2425:19 35:12

heard 11:1612:24 14:1518:25 21:1321:20 24:829:20 34:1649:21

hearing 10:712:20 32:1133:11 36:336:18 40:244:22 45:1349:20

hearings 17:2119:13,16

heavily 13:17heightened13:22

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help46:7helpful 13:8Hi50:8,16high11:1315:17

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highlighted11:19

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history 12:1739:13

holding 9:2519:23

honest 12:15hope25:19hopefully49:16

hotel 29:449:5

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impacted 17:2531:10

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implementing11:18

implicate43:17

implies 29:2importance12:18

important 21:8


24:11imposed 31:2534:7 35:8

imposition30:20

improve 21:730:3

improvements5:19 29:2130:7 32:22

inaccurate29:8

incentive 14:530:2

include 15:2527:12,1433:25 46:1748:8

included 10:1713:10 14:828:15

including10:15 11:519:18 26:16

incorporate25:3

incorporated9:18,2222:16 35:1540:22 44:10

increase 30:647:13

increased10:14

incremental49:25

independent13:15 17:14

Indiana 8:15indicated39:21

indicating38:10

individual22:21

individually

41:4individuals18:22 21:2237:19 38:638:11 39:21

industries11:5

industry 15:2020:22 22:731:19 34:1348:3,14

informally10:8

information16:21 27:1527:18 41:13

informative21:6

initial 39:14Initially28:18 35:10

initiating21:17

insight 24:4intend 12:5intently 21:4Interactive3:6 5:5 8:610:4 19:2537:3 38:1840:11

interest 49:11interested52:14

introduce48:21

introduced20:9

invest 18:7investment16:11 17:317:18 46:1647:4,13

investments17:19 30:247:16

involved 48:10involvement22:2

issuance 37:13issue 25:1332:14 40:5

issues 9:7item3:2,9,173:20 4:2 5:26:2 7:1 8:19:1 10:111:1 12:113:1 14:115:1 16:117:1 18:119:1 20:121:1 22:123:1,17 24:125:1 26:127:1 28:129:1 30:131:1 32:133:1,17 34:135:1 36:137:1 38:139:1 40:141:1 42:1,2043:1 44:145:1

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46:16 47:547:11

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join26:5joint 5:4,126:5 24:2225:9

Jones 37:2342:7

Joseph 1:11Josh37:2342:7

Jr7:18July1:9 5:26:2 9:5 38:946:5 47:1748:19,2449:19 50:752:23

jump47:10June9:17 20:828:15

KK8:11keep25:24Keith 37:2241:11

kept18:11Kevin 37:1438:7,16 40:641:5

key6:7 37:437:10,1338:8,2239:22 40:6

Klein 37:2342:14

know24:2 26:326:6 28:735:5 48:949:7,1050:12

knowledgeable21:22


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leased 16:1329:22

leases 16:2524:17 26:15

leasing 16:6left10:23Legal 1:20,21legitimate10:22

letter 38:9

level 11:1112:5,9 15:1521:25

Levenson 26:25liability 7:177:18 25:9

license 17:2119:11,1326:24 27:2137:14 40:652:21

licensee 26:2227:11 38:22

licensing 5:1625:13,2527:9 32:16

licensure 6:726:9,19 27:531:20 37:438:23 39:22

lie12:15life15:7lift14:3lifted 14:2515:24

lifting 14:8limit 11:7limitations31:13

Limited 7:177:18

Linda 49:19listed 38:6listened 21:4listening48:13

listing 21:21lives 20:20LLC3:5,5,6,73:7,7,11,123:12,13,143:14,14 5:45:5,6,6,7,75:12,12,135:13,14,155:15,17,18

5:21,22,225:23 7:178:5,5,6,6,78:7,7 23:1823:19,20,2023:22,23,2426:2,10,2327:22 32:1732:19 33:2,333:4,5 40:11

LLP3:3,10,153:22 4:4

local 16:7locations21:23

longer 30:25look22:8Lordi 1:11loss20:19lost20:21lot46:11low12:9 17:2lower 31:3LP3:13 5:1423:21 25:16

MM1:17 3:1952:5,20

magnitude20:25

main35:6managed 46:9managing 28:4mandated 11:6Mark46:6market 10:2210:25 11:2512:10,2313:20 30:2431:6

Marketing41:20

Martin 8:1113:2

master 6:4,9

24:13 33:2034:16 36:842:21 43:343:22 45:3

material 27:18Math48:2549:13

matter 9:715:3 16:5,1918:9,15 24:229:7 33:1836:24 43:1743:25 44:649:12

matters 9:7,1214:21 28:435:7 37:550:25

means 37:8measures 17:23meeting 1:5,115:1 6:1 9:29:5 28:546:2 50:8,1350:18 51:951:19

meets 19:6,21merge 10:18merged 11:2020:24

merger 3:8 5:85:8,9 7:5,88:8,9,9,129:20,21,219:22 10:1111:18 13:5,915:9 16:3,820:13 21:2122:15,2024:3 28:1630:14 35:735:12,15,2137:11 38:438:12 44:1044:16 46:746:21 49:6


merger's 12:2112:22

merits 14:21met19:20 50:5methodology16:16

Michael 3:1525:15

midst 15:11million 17:517:10 30:9

Ming50:14,20minimal 30:16minimum 17:5minutes 50:951:12

missteps 11:2412:2

monitor 19:621:9

morning 9:4,99:13 25:1433:21 35:8

mortar 29:4Moshed 48:25Mosheh 49:1349:18

motion 22:1132:12 36:440:3,2544:23 51:2,5

move22:1132:14 36:640:5 44:25

multiple-day28:5

NN3:1 4:1name10:649:13

names 41:4NANCE 2:4nation's 10:19natural 5:106:8 11:14

nature 24:943:4

navigates21:11

near-term11:14

necessary19:16 37:1038:6 39:16

need30:1345:18

needed 39:11negatively17:25 31:10

neither 52:10net26:12,1527:10

Nevada 7:1539:4

never 29:21Nevertheless14:23

new1:1,13,233:6 5:6,107:12 8:1310:4,9,17,2311:8,1815:14,1916:12,14,2017:5,15 19:619:8,9 20:221:9 26:1231:7 34:1937:3,2138:13,14,1838:19 40:1150:11 52:6

Nixon 48:20NJ37:16 38:21NJAC5:1632:16 39:1840:14,24

NJSA5:11 36:940:7,7,13,1740:23,2345:4

non-CPLV 33:1934:3

normal 11:12Notary 52:6,24note51:2noted 11:2115:13 39:20

notices 18:1823:6

noting 14:4notwithsta...28:6

November 52:24number 7:3 8:334:5 49:14

OO2:1O'Gara 3:1933:21 35:1143:4

object 35:1738:25 44:13

objection27:20 38:1039:19

obligations34:6,10,15

obtained 30:7Ocean 14:1447:10

offered 21:5OFFICE 2:5officers 40:19offices 1:1045:24

okay25:21,2251:13

once12:7,714:2

ongoing 21:1130:10

Opco5:22 25:233:4

open47:349:10

opened 47:10operate 11:18operated 16:25operating 3:63:12 5:6,135:18 8:723:19 27:329:24 32:1933:18 43:14

Operations 7:67:10 42:2,842:14

operator 13:1516:14 30:25

operators 14:415:5

opinion 22:1223:9

opinions 13:6opportunity15:5 22:6

Opposed 45:16options 46:1647:12

order 18:1422:12 23:932:4

original 13:13outdated 15:6overall 24:1230:6 31:5

oversimpli...29:7

owned 9:2414:2 16:1616:24 29:2230:25

owner 46:24owners 14:12ownership46:12

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PAGE5:2 6:2pandemic 20:18parcel 29:3parcels 5:1932:21

parent 19:23Park3:7,125:7,12,238:6 23:1833:4

part16:3 22:724:3,1129:14

participation46:2

particular47:20

parties 14:1324:3 52:12

Partners 3:55:5 8:5

Pascal 50:7passive 26:1227:9

PAUL3:19pay46:24payments 16:1516:17,1831:12

pending 31:240:12

perceived 15:8percent 17:17perform 37:14performance18:2

performer 31:4period 11:217:8,16

permanent47:11

permit 37:1840:8

permitted39:13

Perry 13:3,23Perry's 8:11Person 5:10personal 39:13personally48:12

persons 6:8pertaining13:11

petition 5:45:12 6:4,5,88:4 14:1524:23 26:828:3,1533:23 36:737:8,12,2442:24 43:643:12 45:2

PETITIONER 7:2Petitioner's13:16 18:1240:15

Petitioners10:9 12:1413:2 14:1017:16 18:618:16 19:223:4 24:22

Petitions14:22

PhD7:13Pignatello47:25

place 3:7,125:7,12,238:6 11:2023:18 33:5

placed 13:2518:24 49:3

placing 14:6

plan9:20 15:918:17 22:1522:20 23:5

Plaza 46:19please 46:2147:22 50:12

pleased 21:24plenary 40:1240:18

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point 30:15points 28:17portfolio 16:7portion 10:2146:2

position 10:24positions37:20 38:1440:21 47:23

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predict 15:19prepared 22:11present 2:424:17 25:12

presentation7:14 28:8

presented16:19 26:729:10

presently26:16

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preventing46:14

previous 27:646:12

previously16:16 26:1831:25

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prior 16:2227:8 34:239:9 40:1844:6

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proceed 25:21proceedings16:3 19:1852:8

product 48:21profession...28:3

progress 18:12project 29:24projects 29:12Propco 3:135:13 23:2024:10,25

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proposes 34:3prospective31:6

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proves 30:14provide 18:1418:16 23:434:5 50:16

provided 13:1324:14 27:1330:17 36:1440:17 45:9

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public 1:5,115:1 6:1 8:149:2 11:619:14 45:25

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qualifying18:22

question 49:17questioning15:18 49:22

questions 32:934:24 35:2539:24 44:1944:21

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rationale 27:6read23:2549:15

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real5:1916:10,10,1518:8 26:1126:20 27:430:23 32:21

reality 15:11reason 20:2246:14 50:17

reasons 47:23rebuild 12:8receive 50:19receiving43:22

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recognize26:14

recommended8:16 14:9,1718:23 32:3

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reconvened 9:2record 18:1019:18 26:6

recovering15:13

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Redacted 7:188:10,14

redevelopment47:4

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referred 10:8regarding11:11,1414:17,2418:12,1520:23 24:928:22 34:1735:16 37:443:5,18

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reporting 1:2127:15

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request 24:2226:4 33:1935:11 40:1643:24

requested 35:936:7 45:2

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requirement37:17 39:839:15 40:16

requirements27:12 30:1030:17,1932:5 34:2235:21 39:1844:14,17

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restrictive13:24 14:1846:17

result 20:1422:18 30:1231:12 47:12

resulted 46:15resulting20:19 31:5

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resume 19:16resuming 9:5retain 38:13retained 12:25return 11:12

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staffs 27:25stakeholders15:25

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strong 17:23stronger 11:21structure 16:619:9 29:1529:16 30:1230:15

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subject 22:1335:19 36:1236:13 39:1539:17 40:2243:9 44:1545:7,8

submission27:13 32:4

submit 16:2139:15

submits 31:22submitted 13:4subsidiaries26:20

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