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MGM Resorts International (“MGM Resorts International”1) and 1 Percent by Paul C

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MGM Resorts International (“MGM Resorts International”1) and 1 Percent by Paul C INVESTIGATIVE REPORT FOR THE MASSACHUSETTS GAMING COMMISSION APPLICANT: Blue Tarp reDevelopment, LLC 3950 Las Vegas Boulevard South Las Vegas, NV 89119 November 27, 2013 Category 1 Gaming License Entity Gaming License Investigation: Blue Tarp reDevelopment LLC 1 Executive Summary Introduction Blue Tarp reDevelopment LLC (“Blue Tarp”) has filed an application to the Massachusetts Gaming Commission (“MGC” or “Commission”) for a Category 1 gaming license. Blue Tarp proposes to build and operate a casino gaming facility in Springfield, MA, utilizing approximately 14.5 acres of land over a multi-block area. The projected cost is estimated at $800 million. Blue Tarp is a Massachusetts Limited Liability Company formed on February 23, 2012, and currently owned 99 percent by MGM Resorts International (“MGM Resorts International”1) and 1 percent by Paul C. Picknelly. Its current principal place of business is 3950 Las Vegas Boulevard South, Las Vegas, NV. MGM Resorts International is publicly held. MGM Resorts International is a Delaware Corporation formed on January 29, 1986, and is located at 3600 Las Vegas Boulevard South, Las Vegas, NV. Its primary business is the ownership and operation of casino resorts. MGM Resorts International is the parent holding company of numerous subsidiary entities that collectively own, operate, and invest in casino resorts worldwide. MGM Resorts International operates 15 wholly owned casino resorts in the United States. Its primary venue is in Las Vegas, where its properties are Bellagio, MGM Grand Las Vegas, Mandalay Bay, The Mirage, Luxor, New York-New York, Excalibur, Monte Carlo and Circus Circus Las Vegas. It also operates casino resorts in Detroit, MI; Biloxi and Tunica, MS; Reno, Jean and Henderson, NV and has interests in other domestic casinos. A significant portion of MGM Resorts International’s business comes from its operations in China, specifically the MGM Macau casino that is located in Macau, a Special Administrative Region of the People’s Republic of China. MGM Resorts International holds 51 percent of the common stock of MGM China Holdings Ltd., which wholly owns MGM Grand Paradise SA, the owner/operator of the MGM Macau. Tracinda Corporation, a privately held investment firm, is a Nevada corporation formed on June 23, 1976 that holds an 18.6 percent ownership interest in MGM Resorts International. 1 On June 15, 2010, MGM Mirage changed its name to MGM Resorts International, the latest of several name changes in its history. To avoid confusion, the current corporate name is used throughout this Report, even when referring to events prior to June 15, 2010. Entity Gaming License Investigation: Blue Tarp reDevelopment LLC 2 Dubai World, a Dubai, United Arab Emirates (“UAE”) government-decree entity, beneficially owns approximately 5.3 percent of the common stock of MGM Resorts International through Infinity World Holding Limited; Infinity World (Cayman) Holding; Infinity World (Cayman) LP; Infinity World Cayman Investments Corporation and Infinity World Investments LLC, all directly or indirectly owned subsidiaries of Dubai World. Dubai World is not a passive investor; it occupies a seat on the MGM Resorts International Board of Directors, and in addition through ownership of other entities is an equal joint venture partner with MGM Resorts International in the ownership and development of the CityCenter project in Las Vegas. Rolling Hills Estates Realty Trust has a contractual agreement with Blue Tarp to annually receive a portion of the annual EBITDA gaming revenue of Blue Tarp, a payment negotiated on March 9, 2012, to release MGM Resorts International from a January 10, 2012, Option Agreement it entered into with Rolling Hills Estates Realty Trust regarding the planned purchase of land for a casino site in Brimfield, MA. Rolling Hills Estates Realty Trust was formed by a January 27, 1995, Declaration of Trust by David Callahan and Vincent Barletta, and is currently for the equal benefit of Cal Rolling Hills LLC (consisting of David Callahan and other family members), and Rolling Hills Development LLC (consisting of Vincent F. Barletta and others). VFB Dynasty Trust is the vehicle through which Vincent F. Barletta holds his interest in Rolling Hills Development LLC. In its entirety, the Blue Tarp application consists of 13 entity qualifiers and 36 individual qualifiers. The 13 entity qualifiers of the Applicant are: • Blue Tarp reDevelopment, LLC • MGM Resorts International • Tracinda Corporation • Dubai World o Infinity World Holding Ltd. o Infinity World (Cayman) Holding o Infinity World (Cayman) LP o Infinity World (Cayman) Investments Corp. Entity Gaming License Investigation: Blue Tarp reDevelopment LLC 3 Chicopee, MA 01013. Murphy served until August 30, 2013, when as a result of MGM Resorts International’s May 25, 2012, acquisition of a controlling interest, James J. Murren and Corey I. Sanders became the Managers. Current Officers of Blue Tarp are: William J. Hornbuckle (President and COO), Daniel J. D’Arrigo (Treasurer), John M. McManus (Secretary) and Andrew Hagopian III (Assistant Secretary). Blue Tarp is also the holder of numerous real estate option contracts constituting a significant portion of the real estate upon which the Applicant plans to construct its facility. Blue Tarp itself, as a relatively new entity, does not have any demonstrable business experience. However, MGM Resorts International, as the parent holding company of numerous subsidiary entities, collectively owns, operates and invests in casino resorts worldwide and operates 15 wholly owned casino resorts in the U.S. The members and officers of Blue Tarp are experienced MGM Resorts International executives with extensive and complementary areas of expertise. In addition, Picknelly, the minority owner of Blue Tarp, is an accomplished Springfield-based businessman with a vast portfolio of hospitality and real estate interests. The Massachusetts State Police and the Commission’s Investigation and Enforcement Bureau (“IEB”), hereafter referred to collectively as the “Investigators,” conducted the suitability background investigation of the Applicant and its qualifiers. In the course of this investigation, the Investigators requested the production of voluminous records and documents from the Applicant and its affiliates. Such requests for relevant information were necessary in order to conduct the requisite, thorough background review. Sworn interviews were conducted of certain applicants and related individuals, as deemed necessary by the Investigators. In all respects, the Applicant and the above-named qualifying entities were cooperative and compliant, dutifully providing updated information upon request as the investigation progressed. The Investigators submitted separately the portion of the investigative Report addressing the suitability of the six entity and six natural persons qualifiers associated with Dubai World’s beneficial ownership of 5.3 percent of MGM Resorts International common stock. The Dubai World segment of the Report is attached and incorporated fully herein. The investigation associated with that segment of the Report did not reveal any significant derogatory information relating to the Dubai World qualifiers. Entity Gaming License Investigation: Blue Tarp reDevelopment LLC 5 This Report expounds on three issues pertaining to the Applicant’s suitability: • The Terry Christensen matter • Matters relating to MGM’s Macau operation • A matter involving individual qualifiers Vincent Barletta and Ronald Gillis relating to the preparation of Barletta’s application Apart from these, the investigation did not reveal any significant derogatory information relating to any individual qualifiers or other entity qualifiers. The first significant issue is referred to herein as the “Terry Christensen matter.” Christensen was a member of MGM Resorts International’s Board of Directors for over 18 years, until he resigned, at the demand of New Jersey gaming regulators, on the heels of his federal indictment for illegal wiretapping and conspiracy charges. He was later convicted. Despite his indictment, resignation from the Board and ultimate conviction, Christensen was allowed to engage, on a repeated and prolonged basis, in certain sensitive and non-public corporate matters of MGM Resorts International and/or Tracinda Corporation, including his attendance at Board meetings. Christensen’s participation in company affairs during this period occurred in the presence of and with the knowledge of Chief Executive Officer James J. Murren and Tracinda Corporation qualifiers Kirk Kerkorian, Anthony Mandekic and Daniel J. Taylor, all of whom have subsequently admitted that they made mistakes in allowing this to happen. It should be noted that MGM adopted changes in its compliance and corporate governance functions following the Christensen matter. This matter is addressed in detail in this Report. Secondly, this Report discusses MGM’s Macau operation. This investigation has shown that MGM operates the MGM Macau in conformity with the Macanese legal and regulatory framework, and at times MGM goes beyond what is required by regulators in Macau. However, the regulatory framework in Macau differs from the scope of due diligence, policies and procedures which are required by U.S. gaming regulators and which are practiced by MGM domestically. In addition, this Report discusses the manner in which MGM gained entry to the lucrative Macau gaming market in the early to mid-2000s, specifically the equal joint partnership
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