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The Frontier Torts Project. The project required students to research, discuss, and write about a current policy problem for which tort law or some form of civil liability could provide a partial solution.

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Based on their expressed preferences, students were assigned to one of three police groups: Gun manufacturer liability 3. Casino liability for addicted gamblers Each of the three.

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Each policy group was further divided into the following nine. Project Steering Committee 2. External Situationists — or Contextualists 5. Internal Situationists — or Mind Scientists 6.

Public Choice Experts 9. Experts working on each issue visited the class to speak about the topic and their work.

At the conclusion of the class presentations, each group led a class discussion and a class vote to select the best policy options. Videos are available of the class various class presentations. For more information, contact Jon Hanson at hanson law.

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  1. He also wanted to create a tech hub in a city better known for gambling and tourism, which some journalists dubbed the newest "techtopia." . As early as , Mayor Oscar Goodman created a redevelopment agency to focus on downtown, but it initially chased after office buildings and other projects that.:
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The project required students to research, discuss, and write about a current policy problem for which tort law or some form of civil liability could provide a partial solution. Based on their expressed preferences, students were assigned to one of three police groups: Gun manufacturer liability 3.

Casino liability for addicted gamblers Each of the three. Each policy group was further divided into the following nine. Project Steering Committee 2. External Situationists — or Contextualists 5. Internal Situationists — or Mind Scientists 6. Public Choice Experts 9. Experts working on each issue visited the class to speak about the topic and their work.

At the conclusion of the class presentations, each group led a class discussion and a class vote to select the best policy options. Videos are available of the class various class presentations. For more information, contact Jon Hanson at hanson law.

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Hsieh learned that the Las Vegas city government had moved out of the old City Hall, and decided to move his company there. He launched the Downtown Project in and started investing. The airport is south of that. Downtown lies at the intersection of four freeways, but few companies are headquartered there: If people come up to him after he speaks at a conference, or run into him on the street, or meet him through a friend of a friend of a friend, and have a good idea, he or his staff will recruit them to join the Downtown Project.

Indeed, the city of Las Vegas had tried to revitalize its downtown for decades, with little success. As early as , Mayor Oscar Goodman created a redevelopment agency to focus on downtown, but it initially chased after office buildings and other projects that would not have benefited an urban, walkable core, Steve van Gorp, an urban planner who was a senior planner with the city of Las Vegas, told me.

In the late s and early s, the redevelopment agency focused on attracting more residential development, and promoted new urbanism principles such as walkable, tree-lined streets.

The city adopted a Centennial Plan in that laid out areas of investment for the downtown area, and 45 residential projects were entitled for downtown, van Gorp told me. Only about 10 percent of those projects were built before the recession hit.

The reasons the retail aspects of the Downtown Project have worked are pretty obvious. People visit Las Vegas to spend money, to eat and drink, to buy things to bring home. Not all of them want to spend all of their time in the casino haze of the Strip.

Some want to have a different experience than their friends, others want to try new restaurants. Many of the downtown investments create that new, fun experience: The Downtown Project has tried to make the area family-friendly, putting a giant jungle gym in the middle of the Container Park and couches for sitting, attracting toy stores, BBQ restaurants, and cake shops.

The funding Hsieh is offering attracts all sorts of people who have lived in Vegas for years and have wanted to break out from the casinos and start their own ventures. That includes Donald Lemperle, the chef of VegeNation. After he cooked them a course vegan meal, they agreed to fund him with the traditional Downtown Project funding model: And the Container Park, which is owned and operated by the Downtown Project, is a landlord to dozens more stores.

One of the reasons Las Vegas was hit so hard by the recession was that tourism numbers dropped and people started spending less on gambling. Fewer conventions were held there during the recession, and that meant less business for Strip restaurants and hotels, which led to layoffs , and in turn foreclosures. Part of the Downtown Project's plan was to try and diversify this mix, creating a tech hub that could drive the economy, much in the same way startups are now thriving in places such as Pittsburgh.

Nevada has no income tax, which could be appealing to entrepreneurs looking to relocate. And there are a host of call centers located in the Las Vegas area, which provides experienced workers for a certain kind of business. Few home-grown startups come out of Vegas, and many of the ones located there have come for Hsieh's money or for the cheap cost of living, not because they need to be there to access talent.

There are other cities that have focused on replacing disappearing industries such as steel or autos with technology, but they have big research universities or hospitals that naturally feed students and startups, Lang said. Pittsburgh, for instance, has Carnegie Mellon, which has focused on turning campus ideas into new businesses. And Cleveland has the Cleveland Clinic, which has spurred the creation of medical device startups.

Even a place like Orlando, which is also strong on tourism, has more startup infrastructure than Las Vegas does, Lang said. Many entrepreneurs seem to see Vegas as a place to grind their teeth and work hard and save money.

The money and advice from the Vegas Tech Fund are a powerful lure, even for people who would rather be surfing every day, like Elyse Petersen.

Petersen moved her business, Tealet, to Vegas from Honolulu because she knew she needed to be located on the mainland, and because she received funding from the Vegas Tech Fund. Is Las Vegas her favorite city in the world? Eight of the 44 received funding from the Vegas Tech Fund or other investors after the initial contract period. Still, many of these people may see Vegas as a short-term place to get some funding and perhaps live for a few months or years, but once they get funding, they often leave.

Downtown Project-funded Rumgr, for instance, an app that allows people to sell used items to one another, was sold to eBay in October, and its founders moved to the Bay Area to continue to work on the business.

Of the startups that received funding after going through The Mill, only three are still in Las Vegas. Although they were talking to me in front of a Downtown Project spokeswoman and the guy in charge of giving them money, they didn't commit to staying.

It wouldn't necessarily make sense for their whole company, which does financial advising, to be outside of New York, they said. The way Hsieh has invested in real estate downtown has spurred other developers to spend money there, too.

Vegas is famous for land speculation, and Hsieh has taken advantage of that, leaking information about deals so that other developers will jump on buying up land downtown and building on it. Part of the idea of the Downtown Project was to recognize that not everyone wanted to be part of the sprawl of Las Vegas, Hsu said. And that's the part that seems to be succeeding. Not just because Millennials want to be downtown, but because many people in the fast-growing city want the feeling of a community that a downtown can bring.

The population of Las Vegas is expected to continue to boom for the next decade, which can only be good for business. But that boom, and the way the region's economy is headed, will probably favor service and retail businesses more than it will tech-heavy startups.

That could mean parts of the Downtown Project succeed, while others fail. And tech startups are notoriously slow to do so. Lizzy Newsome was involved with the Austin tech scene before moving to Vegas to open a toy store, Kappa Toys, which is funded by the Downtown Project.

When the fall layoffs happened, she said, her inbox was blowing up with friends wondering if she'd made a horrible mistake. But her business, which opened in August, is already making money. She loves living close enough to her store, which is in the Container Park, to be able to walk to work.

Newsome's store is a colorful mix of quirky toys and paper dolls and bright colors that always seems busy. International tourists from the Strip and locals in Las Vegas have come to check it out, she said, and even to spend money.

The big spenders who have started coming back to Las Vegas are one reason that Hsieh's retail projects may continue to thrive, even if his tech investments don't. The first endeavor to revitalize downtown Las Vegas dried up during the Great Recession, after all. If the tech industry doesn't take off in Vegas, then this downtown project could be just as dependent as the last one on residents and tourists in Nevada continuing to spend.

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This is a good day, Samantha tells me: But today promises unalloyed joy. The girl needs supplies: Listen to the audio version of this article: Feature stories, read aloud: At 11, Samantha is just over 5 feet tall and has wavy black hair and a steady gaze.

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But when we steer into uncomfortable territory—the events that led her to this juvenile-treatment facility nearly 2, miles from her family—Samantha hesitates and looks down at her hands.

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The Frontier Torts Project. The project required students to research, discuss, and write about a current policy problem for which tort law or some form of civil liability could provide a partial solution. Based on their expressed preferences, students were assigned to one of three police groups: Gun manufacturer liability 3.

Casino liability for addicted gamblers Each of the three. Each policy group was further divided into the following nine. Project Steering Committee 2. External Situationists — or Contextualists 5. Internal Situationists — or Mind Scientists 6.

Public Choice Experts 9. Experts working on each issue visited the class to speak about the topic and their work. At the conclusion of the class presentations, each group led a class discussion and a class vote to select the best policy options. Videos are available of the class various class presentations.

However, such insurance coverage may not be sufficient to fully cover our losses. Our properties will be subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, including medical wastes. Certain of the properties we will own utilize above or underground storage tanks to store heating oil for use at the properties.

Other properties were built during the time that asbestos-containing building materials were routinely installed in residential and commercial structures. The Lease Agreements obligate our tenants to comply with applicable environmental laws and to indemnify us if its noncompliance results in losses or claims against us, and we expect that any future leases will include the same provisions for other operators. Certain of these laws have been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility.

We also may be liable under certain of these laws for damage that occurred prior to our ownership of a property or at a site where we sent wastes for disposal. The failure to properly remediate a property may also adversely affect our ability to lease, sell or rent the property or to borrow funds using the property as collateral.

In connection with the ownership of our current properties and any properties that we may acquire in the future, we could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property.

We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties. Although we will lease all our gaming facilities to subsidiaries of CEOC, we anticipate diversifying our portfolio over time.

To govern the ongoing relationship between us and CEOC and our respective subsidiaries, we and CEOC will enter into various agreements on or prior to completion of the Restructuring as described herein.

The summaries presented below are not complete and are qualified in their entirety by reference to the full text of the applicable agreements, which are included as exhibits to this registration statement. Such agreements will govern the lease of the facilities of CPLV and of our regional properties.

Each Lease Agreement will have an initial 15 year term with four five-year renewal terms exercisable at the option of the respective tenant. Other than upon mutual agreement, or in limited circumstances in the case of certain casualty or condemnation events, CEOC will not have a right to terminate the Lease Agreements. We will only have the right to terminate the Lease Agreements during an event of default.

The CPLV Lease Agreements will contain a customary mechanism by which the fair market value adjustment to base rent for the fair market rent valuation as of the date of commencement of each applicable renewal term will be determined at least 12 months prior to the commencement of the applicable renewal term. Table of Contents of the difference in revenue of the facilities leased to CEOC, other than CPLV, from the seventh year of the lease term to the tenth year of the lease term.

The Non-CPLV Lease Agreements will contain a customary mechanism by which the fair market value adjustment to base rent for the fair market rent valuation as of the date of commencement of each applicable renewal term will be determined at least 12 months prior to the commencement of the applicable renewal term.

Each of the Lease Agreements will be structured as triple-net, with CEOC responsible for the taxes, insurance, maintenance and repair of the facilities. CEOC will pay all rent absolutely net to us, without abatement, and unaffected by any circumstance except in certain cases of casualty and condemnation. In addition, every period of three calendar years, CEOC must satisfy both of the following requirements: These amounts, in each case, may be decreased under the same circumstances as with respect to the annual requirement.

In addition to customary default remedies, if CEOC does not spend the full amount of the minimum capital expenditures as required under the applicable lease, we have the right to seek the remedy of specific performance to require CEOC to spend any such unspent amount.

If we agree to finance a proposed Material Alteration and CEOC accepts the terms thereof, such Material Alteration will be deemed part of the leased property for all purposes. If we decline to provide financing, or CEOC rejects our financing proposal, subject to certain timing conditions, CEOC may use existing available financing or seek outside financing.

Under the Lease Agreements, the tenant will not have the right to assign any portion of the leases. However, certain assignments will be permitted, including an assignment of an entire lease to a permitted lender for collateral purposes or upon foreclosure to a lender or subsequent purchaser, an assignment to an affiliate of the tenant, to CEC or an affiliate of CEC, and, subject to certain conditions, any sublease of any portion of the premises, pursuant to a bona-fide third party transaction.

In addition, certain transfers of direct and indirect interests in the tenant will be permitted. The Lease Agreements will contain various terms and conditions related to subleasing of properties, insurance, casualty and condemnation, and other customary matters.

The Lease Agreements will also include events of default, including certain events of cross default between both Lease Agreements. Among other remedies, we have the right to terminate the Lease Agreements during an event of default.

The Lease Agreements also require CEOC, in the event of a termination of the agreements, to provide certain transition services to us in respect of the properties subject to the agreements for a limited time following such event.

Management and Lease Support Agreements. The Management and Lease Support Agreement will terminate with respect to a specific property, if. Table of Contents such property is no longer demised under a Lease Agreement. Under the Management and Lease Support Agreements, the Managers will manage and operate the leased facilities.

The Managers may delegate duties under the Management and Lease Support Agreements to one or more affiliates on customary terms so long as neither us nor CEOC is prejudiced thereby.

We will be a party to such security agreement and all related instruments that provide for such rights. Right of First Refusal Agreement. If we decline to exercise our right of first refusal, the Lease Agreements will provide for the establishment of a percentage rent floor applicable to any non-CPLV facility with respect to which the new facility is located within a mile radius of such non-CPLV facility and outside of the Gaming Enterprise District of Clark County, Nevada.

If we exercise such right, we and CEC or its designee will structure such transaction in a manner that allows the subject property to be owned by us and leased to CEC or its designee. The Right of First Refusal Agreement will also contain a right of first refusal in favor of CEC, pursuant to which CEC will have the right to lease and manage any domestic gaming facility located outside of the Gaming Enterprise District of Clark County, Nevada, or Greater Las Vegas, proposed to be owned or developed by us that is not: If CEC or its designee exercises such right, we and CEC or its designee will structure such transaction in a manner that allows the subject property to be owned by us and leased to CEC or its designee.

We can exercise the call rights within five years from the Effective Date by delivering a request to the applicable owner of the property containing evidence of our ability to finance the call right. The amount attributable to each of the properties on the Effective Date will be based on relative last twelve months of EBITDA with respect to each property. If the applicable issue making the transaction impermissible is not resolved by the foregoing described deadline, the owner must use commercially reasonable efforts to sell the property to an alternative purchaser for the fair market value of the property.

If the exercise of the call right is permissible, the parties will use good faith, commercially reasonable efforts, for a period of ninety days following the delivery of the election notice to negotiate and enter into a sale agreement and conveyance and ancillary documents with respect to the applicable property together with a leaseback agreement.

Pursuant to the Golf Course Use Agreement, the users will be required to use commercially reasonable efforts to refer to the TRS a minimum number of complimentary golf rounds per month at each of the golf courses.

Payments under the Golf Course Use Agreement will be comprised of a membership fee, use fee and minimum rounds fee. The Tax Matters Agreement will address matters relating to the payment of taxes and entitlement to tax refunds by CEC, CEOC, the Operating Partnership and us, and will allocate certain liabilities, including providing for certain covenants and indemnities, relating to the payment of such taxes, receipt of such refunds, and preparation of tax returns relating thereto.

In general, the Tax Matters Agreement will provide for the preparation and filing by CEC of tax returns relating to CEOC and for the preparation and filing by us of tax returns relating to us and our operations. We will have the right to participate in the contest of any matters relating to any CEC or CEOC tax return that relate to matters for which we have indemnification responsibilities and CEC will have the right to participate in the contest of any matters relating to any of our tax returns that relate to matters for which CEC has indemnification responsibilities.

The Tax Matters Agreement will provide that CEC, CEOC and we will not take certain actions which may be inconsistent with certain facts presented and representations made relating to the foregoing intended tax treatment without obtaining a supplemental ruling from the IRS or, if mutually agreed, an opinion of a nationally recognized law or accounting firm that such actions will not affect the foregoing intended tax treatment.

The parties will agree generally not to file tax returns or take any other action or refrain from taking action in a manner inconsistent with the foregoing intended tax treatment. Under the Tax Matters Agreement, CEC will indemnify us for taxes attributable to acts or omissions taken by CEC and we will indemnify CEC for taxes attributable to our acts or omissions in each case that cause a failure of the transactions entered into as part of the Plan of Reorganization to qualify for the intended tax treatment described above.

Our investment objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value to allow for stable dividends and stock appreciation. We have not established a. Table of Contents specific policy regarding the relative priority of these investment objectives. Our business is focused primarily on gaming and leisure sector properties and activities directly related thereto.

We own 19 market-leading properties and own and operate four golf courses. We believe there are potential opportunities to acquire or develop additional gaming, hospitality and entertainment destinations. Our future investment and development activities will not be limited to any geographic area or to a specific percentage of our assets.

We intend to engage in such future investment or development activities in a manner that is consistent with our qualification as a REIT for U.

We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. In addition, we may purchase or lease income-producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We may participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties. We do not expect, however, to enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, preferred stock or options to purchase stock or interests in our subsidiaries, including our Operating Partnership. Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments.

Principal and interest on our debt will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be required to register as an investment company under the Investment Company Act of , as amended. Investments in Real Estate Mortgages. Although we do not presently intend to invest in mortgages or deeds of trust, other than in a manner that is ancillary to an equity investment, we may elect, in our discretion, to invest in mortgages and other types of real estate interests, including, without limitation, participating or convertible mortgages; provided, in each case, that such investment is consistent with our qualification as a REIT.

Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that the collateral securing certain mortgages may not be sufficient to enable us to recoup our full investment. Subject to the asset tests and gross income tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.

We have no current plans to make additional investments in entities that are not engaged in real estate activities. Our investment objectives are to maximize the cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company.

We have not established a specific policy regarding the relative priority of these investment objectives. Investment in Other Securities. Other than as described above, we do not intend to invest in any additional securities of third parties, such as bonds, preferred stocks or common stock. An investment in our common stock involves a high degree of risk and uncertainty. You should carefully consider the following risks, as well as the other information contained in this registration statement, before making an investment in our common stock.

If any of the following risks actually occur, our business, results of operations, financial condition and cash flows may be adversely affected. This could cause the value of our common stock to decline and you could lose part or all of your investment.

The risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that, as of the date of this registration statement, we deem immaterial may also harm our business.

Some statements included in this registration statement, including statements in the following risk factors, constitute forward-looking statements. The Lease Agreements will account for a significant majority of our revenues.

Additionally, because the Lease Agreements are triple-net leases, we will depend on CEOC to pay all insurance, taxes, utilities, and maintenance and repair expenses in connection with these leased properties and to indemnify, defend, and hold us harmless from and against various claims, litigation, and liabilities arising in connection with our businesses.

In addition, due to our dependence on rental payments from CEOC as a primary source of revenues, we may be limited in our ability to enforce our rights under the Lease Agreements or to terminate the lease with respect to a particular property. Failure by CEOC to comply with the terms of the Lease Agreements or to comply with the gaming regulations to which the leased properties are subject could require us to find another lessee for such leased property and there could be a decrease or cessation of rental payments by CEOC.

In such event, we may be unable to locate a suitable lessee at similar rental rates or at all, which would have the effect of reducing our rental revenues. Table of Contents The Series A preferred stock has significant redemption and repayment rights that could have a material adverse effect on our liquidity and available financing for our ongoing operations. The liquidation preference for such shares will include any such unpaid additional amount.

We are dependent on the gaming industry and may be susceptible to the risks associated with it, which could materially adversely affect our business, financial position or results of operations. As the landlord of gaming facilities, we are impacted by the risks associated with the gaming industry.

As we are subject to risks inherent in substantial investments in a single industry, a decrease in the gaming business would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio, particularly because a component of the rent under the Lease Agreements will be based, over time, on the performance of the gaming facilities operated by CEOC on our properties.

The gaming industry is characterized by a high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming, internet lotteries and other internet wagering gaming services and, in a broader sense, gaming operators face competition from all manner of leisure and entertainment activities. Gaming competition is intense in most of the markets where our facilities are located.

Recently, there has been additional significant competition in the gaming industry as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. As competing properties and new markets are opened our business results may be negatively impacted.

Additionally, decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes and increased stock market volatility may negatively impact our revenues and operating cash flows.

A substantial portion of our cash will be used to satisfy our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U. Following the Effective Date, we will have substantial debt service obligations. Because of the limitations on the amount of cash available to us after satisfying our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid current entity level U.

We face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption. The ownership, operation, and management of gaming and racing facilities are subject to pervasive regulation.

These gaming and racing regulations impact our gaming and racing tenants and persons associated with our gaming and racing facilities, which in many jurisdictions include us as the landlord and owner of the real estate. Gaming authorities also retain great discretion to require us to be found suitable as a landlord, and certain of our stockholders, officers and directors may be required to be found suitable as well.

In many jurisdictions, gaming laws can require certain of our shareholders to file an application, be investigated, and qualify or have his, her or its suitability determined by gaming authorities. Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable.

Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

Gaming authorities may conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards. If we are required to be found suitable and are found suitable as a landlord, we will be registered as a public company with the gaming authorities and will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a shareholder or to have any other relationship with us, we:.

Some jurisdictions may also limit the number of gaming licenses in which a person may hold an ownership or a controlling interest. Further, our directors, officers, key employees and investors in our shares must meet approval standards of certain gaming regulatory authorities. If such gaming regulatory authorities were to find such a person or investor unsuitable, we may be required to sever our relationship with that person or the investor may be required to dispose of his, her or its interest in us.

Our charter provides that all of our shares held by investors who are found to be unsuitable by regulatory authorities are subject to redemption upon our receipt of notice of such finding. Gaming regulatory agencies may conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards. Additionally, substantially all material loans, significant acquisitions, leases, sales of securities and similar financing transactions by us and our subsidiaries must be reported to and in some cases approved by gaming authorities in advance of the transaction.

Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise may be subject to receipt of prior approval of certain gaming authorities.

Entities seeking to acquire control of us or one of our subsidiaries and certain of our affiliates must satisfy gaming authorities with respect to a variety of stringent standards prior to assuming control. Required regulatory approvals can delay or prohibit transfers of our gaming properties, which could result in periods in which we are unable to receive rent for such properties.

CEOC and any future tenants of our gaming properties will be required to be licensed under applicable law in order to operate any of our gaming properties as gaming facilities. If the Lease Agreements or any future lease agreements we will enter into are terminated which could be required by a regulatory agency or expire, any new tenant must be licensed and receive other regulatory approvals to operate the properties as gaming facilities.

Any delay in or inability of the new tenant to receive required licenses and other regulatory approvals from the applicable state and county government agencies may prolong the period during which we are unable to collect the applicable rent. Further, in the event that the Lease Agreements or future agreements are terminated or expire and a new tenant is not licensed or fails to receive other regulatory approvals, the properties may not be operated as gaming facilities and we will not be able to collect the applicable rent.

Moreover, we may be unable to transfer or sell the affected properties as gaming properties, which would adversely impact our financial condition and results of operation. The Lease Agreements have an initial lease term of 15 years with the potential to extend the term for four additional five-year terms thereafter, solely at the option of CEOC. At the expiration of the initial lease term or of any additional renewal term thereafter, CEOC may choose not to renew the Lease Agreements.

If the Lease Agreements expire without renewal, and we are not able to find suitable tenants to replace CEOC, our results of operations and our ability to maintain previous levels of distributions to stockholders may be adversely affected. The Lease Agreements may restrict our ability to sell the properties. Our ability to sell or dispose of our properties may be hindered by the fact that such properties are subject to the Lease Agreements, as the terms of the Lease Agreements require that a purchaser enter into a severance lease with CEOC for the sold property on substantially the same terms as contained in the applicable Lease Agreement, which may make our properties less attractive to a potential buyer than alternative properties that may be for sale.

Table of Contents We will have a substantial amount of indebtedness outstanding, which may affect our ability to pay distributions, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations. Payments of principal and interest under this indebtedness, or any other instruments governing debt we may incur in the future, may leave us with insufficient cash resources to operate our properties or to pay the distributions currently contemplated or necessary to qualify or maintain qualification as a REIT.

Our substantial outstanding indebtedness or future indebtedness, and the limitations imposed on us by our debt agreements, could have other significant adverse consequences, including the following:. If any one of these events were to occur, our financial condition, results of operations, cash flows, market price of our common stock and ability to satisfy our debt service obligations and to pay distributions to you could be adversely affected.

In addition, the foreclosure on our properties could create taxable income without accompanying cash proceeds, which could result in entity level taxes to us or could adversely affect our ability to meet the distribution requirements necessary to qualify as a REIT. Our ability to refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.

Our ability to refinance these indebtedness, and any other of our indebtedness, will depend, in part, on our financial performance and condition and economic, financial, competitive, legislative, regulatory and other factors. Many of these factors are beyond our control.

We cannot assure you that we will be able to refinance the Term Loans, the First Lien Notes, the Second Lien Notes, or any of our other indebtedness, on commercially reasonable terms or at all. If we are not able to refinance our indebtedness as it becomes due, we will be obligated to pay such indebtedness with cash from our operations and we may not have sufficient cash to do so.

Table of Contents Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position or results of operations.

The agreements governing our indebtedness are expected to contain customary covenants, including restrictions on our ability to grant liens on our assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations and pay certain dividends and other restricted payments.

These covenants could impair our ability to grow our business, take advantage of attractive business opportunities or successfully compete. A breach of any of these covenants or covenants under any other agreements governing our indebtedness could result in an event of default.

Cross-default provisions in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements. Upon the occurrence of an event of default under any of our debt agreements, the lenders could elect to declare all outstanding debt under such agreements to be immediately due and payable.

If we were unable to repay or refinance the accelerated debt, the lenders could proceed against any assets pledged to secure that debt, including foreclosing on or requiring the sale of our properties, and our assets may not be sufficient to repay such debt in full.

Covenants that limit our operational flexibility as well as defaults under our debt instruments could have a material adverse effect on our business, financial position or results of operations. Our debt service requirements expose us to the possibility of foreclosure, which could result in the loss of our investment in our properties. Our indebtedness is collateralized by substantially all of our properties. If we are unable to meet the required debt service payments, the lenders of our indebtedness could foreclose on our properties and we could lose our investment.

Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that the collateralized properties will be disposed of at a loss.

A rise in interest rates may increase our overall interest rate expense and could adversely affect our stock price. A rise in interest rates may increase our overall interest rate expense and have an adverse impact on distributions to our stockholders.

The risk presented by holding variable-rate indebtedness can be managed or mitigated by utilizing interest rate protection products. However, there is no assurance that we will utilize any of these products or that such products will be available to us.

In addition, in the event of a rise in interest rates, we may be unable to replace maturing debt with new debt at equal or better interest rates. Further, the dividend yield on our common stock, as a percentage of the price of such common stock, will influence the price of such common stock.

Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which would adversely affect the market price of our common stock. We may not be able to purchase the properties subject to the Call Right Agreements if we are unable to obtain additional financing. Table of Contents properties. In order to exercise these call rights, we may be required to secure additional financing and our substantial level of indebtedness following the Effective Date or other factors could limit our ability to do so.

If we are unable to obtain financing on terms acceptable to us, we may not be able to exercise our call rights and acquire these properties. There can be no assurance that we will be able to exercise our call rights. Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations. We intend to pursue acquisitions of additional properties and seek acquisitions and other strategic opportunities.

Accordingly, we may often be engaged in evaluating potential transactions and other strategic alternatives. In addition, from time to time, we may engage in discussions that may result in one or more transactions. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transaction, we may devote a significant amount of our management resources to such a transaction, which could negatively impact our operations.

We may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether the transaction is completed and in combining our operations if such a transaction is completed. We will operate in a highly competitive industry and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors, some of whom are significantly larger and have greater resources and lower costs of capital.

If we cannot identify and purchase a sufficient quantity of gaming properties and other properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially adversely affected.

As a result, if debt or equity financing is not available on acceptable terms, further acquisitions might be limited or curtailed. Real estate development projects present other risks, including construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, and the incurrence of significant development costs prior to completion of the project.

Further, even if we were able to acquire additional properties in the future, there is no guarantee that such properties would be able to maintain their historical performance. In addition, our financing of these acquisitions could negatively impact our cash flows and liquidity, require us to incur substantial debt or involve the issuance of substantial new equity, which would be dilutive to existing stockholders.

We will have a substantial amount of indebtedness outstanding as of the Effective Date, which may affect our ability to pay distributions, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations. In addition, we cannot assure you that we will be successful in implementing our growth strategy or that any expansion will improve operating results.

The failure to identify and acquire new properties effectively, or the failure of any acquired properties to perform as expected, could have a material adverse effect on us and our ability to make distributions to our stockholders.

We may sell or divest different properties or assets after an evaluation of our portfolio of businesses. Such sales or divestitures would affect our costs, revenues, profitability and financial position. From time to time, we may evaluate our properties and may, as a result, sell or attempt to sell, divest, or spin-off different properties or assets.

These sales or divestitures would affect our costs, revenues, profitability,. Table of Contents financial position, liquidity and our ability to comply with debt covenants. Divestitures have inherent risks, including possible delays in closing transactions including potential difficulties in obtaining regulatory approvals , the risk of lower-than-expected sales proceeds for the divested businesses, and potential post-closing claims for indemnification. In addition, current economic conditions and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts.

Our properties are subject to risks from natural disasters such as earthquakes, hurricanes and severe weather. Our properties are located in areas that may be subject to natural disasters, such as earthquakes, and extreme weather conditions, including, but not limited to, hurricanes.

Such natural disasters or extreme weather conditions may interrupt operations at the casinos, damage our properties, and reduce the number of customers who visit our facilities in such areas.

A severe earthquake could damage or destroy our properties. In addition, our operations could be adversely impacted by a drought or other cause of water shortage.

A severe drought of extensive duration experienced in Las Vegas or in the other regions in which we expect to operate could adversely affect the business and results of operations at our properties. Although CEOC will be required to maintain both property and business interruption insurance coverage, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption, and we cannot assure you that we or CEOC will be able to fully insure such losses or fully collect, if at all, on claims resulting from such natural disasters.

While the Lease Agreements will require, and new lease agreements are expected to require, that comprehensive insurance and hazard insurance be maintained by CEOC, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, that may be uninsurable or not economically insurable.

Insurance coverage may not be sufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it infeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed.

Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property. If we experience a loss that is uninsured or that exceeds our policy coverage limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties.

In this event, following termination of the lease of a property, even if we are able to restore the affected property, we could be limited to selling or leasing such property to a new tenant in order to obtain an alternate source of revenue, which may not happen on comparable terms or at all. Certain properties are subject to restrictions pursuant to reciprocal easement agreements, operating agreements or similar agreements.

Such Property Restrictions could include, for example, limitations on alterations, changes, expansions, or reconfiguration of properties; limitations on use of properties; limitations affecting parking requirements; or restrictions on exterior or interior signage or facades.

In certain cases, consent of the other party or parties to such agreements may be required when altering, reconfiguring, expanding or redeveloping. Failure to secure such consents when necessary may harm our ability to execute leasing strategies, which could adversely affect our business, financial condition or results of operations.

Table of Contents The loss of the services of key personnel could have a material adverse effect on our business. Our success depends in large part upon the leadership and performance of our executive management team, particularly John Payne, our president and chief operating officer, and Mary Beth Higgins, our chief financial officer. We do not have key man or similar life insurance policies covering members of our senior management. We have employment agreements with our executive officers, but these agreements do not guarantee that any given executive will remain with us, and there can be no assurance that any such officers will remain with us.

The appointment of certain key members of our executive management team will be subject to regulatory approvals based upon suitability determinations by gaming regulatory authorities in the jurisdictions where our properties are located. If any of our executive officers is found unsuitable by any such gaming regulatory authorities, or if we otherwise lose their services, we would have to find alternative candidates and may not be able to successfully manage our business or achieve our business objectives.

If we cannot attract, retain and motivate employees, we may be unable to compete effectively and lose the ability to improve and expand our businesses. Our success and ability to grow depend, in part, on our ability to hire, retain and motivate sufficient numbers of talented people with the increasingly diverse skills needed to serve clients and expand our business.

We face intense competition for highly qualified, specialized technical, managerial, and consulting personnel. Recruiting, training, retention and benefit costs place significant demands on our resources.

The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us.

We may become involved in legal proceedings that, if adversely adjudicated or settled, could have a material adverse effect on our business, financial condition, results of operations, and prospects. The nature of our business subjects us to the risk of lawsuits related to matters incidental to our business filed by our tenants, customers, employees, competitors, business partners and others. As with all legal proceedings, no assurance can be provided as to the outcome of these matters and in general, legal proceedings can be expensive and time consuming.

We may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations. Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.

As an owner of real property, we will be subject to various federal, state and local environmental and health and safety laws and regulations. Although we will not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property from which there has been a release or threatened release of a regulated material as well as other affected properties, regardless of whether we knew of or caused the release.

Further, some environmental laws create a lien on a contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination. Although under the Lease Agreements CEOC will undertake to indemnify us for certain environmental liabilities, including environmental liabilities it causes, the amount of such liabilities could exceed the financial ability of CEOC to indemnify us.

In addition, the presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease our properties or to borrow using our properties as collateral.

Table of Contents We may be required to contribute insurance proceeds with respect to casualty events at our properties to the lenders under our debt financing agreements. In the event that we were to receive insurance proceeds with respect to a casualty event at any of our properties, we may be required under the terms of our debt financing agreements to contribute all or a portion of those proceeds to the repayment of such debt, which may prevent us from restoring such properties to their prior state.

If the remainder of the proceeds after any such required repayment were insufficient to make the repairs necessary to restore the damaged properties to a condition substantially equivalent to its state immediately prior to the casualty, we may not have sufficient liquidity to otherwise fund these repairs and may be required to obtain additional financing, which could adversely affect our business, financial position or results of operations.

If we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, which could have a material adverse effect on us. As a reporting company, we will be required to develop and implement substantial control systems, policies and procedures in order to maintain our REIT qualification and satisfy our periodic SEC reporting requirements.

We cannot assure you that we will be able to successfully develop and implement these systems, policies and procedures and to operate our company or that any such development and implementation will be effective.

Failure to do so could jeopardize our status as a REIT or as a reporting company, and the loss of such statuses would materially and adversely affect us. If we fail to develop, implement or maintain proper overall business controls, including as required to support our growth, our results of operations could be harmed or we could fail to meet our reporting obligations.

In addition, the existence of a material weakness or significant deficiency could result in errors in our financial statements that could require a restatement, cause us to fail to meet our public company reporting obligations and cause investors to lose confidence in our reported financial information, which could have a material adverse effect on us.

Risk Factors Relating to the Restructuring. After the Restructuring, we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as a stand-alone company primarily focused on owning a portfolio of gaming properties. We have no historical operations as an independent company and may not have the infrastructure and personnel necessary to operate as a separate company without relying on CEOC to provide certain services on a transitional basis.

As of the Effective Date, and for a limited period of time, CEOC will be obligated to provide certain limited transition services to allow us time, if necessary, to operate as a stand-alone company without relying on such services. Following the expiration of such period of time, CEOC will be under no obligation to provide assistance to us.

As a stand-alone entity, we will be subject to, and responsible for, regulatory compliance, including periodic public filings with the SEC and compliance with the listing requirements of the exchange where we list our common stock, if any, and with applicable state gaming rules and regulations, as well as compliance with generally applicable tax and accounting rules.

Because our business has not operated as a stand-alone company, we cannot ensure that we will be able to successfully implement the infrastructure or retain the personnel necessary to operate as a stand-alone company or that we will not incur costs in excess of anticipated costs to establish such infrastructure and retain such personnel. The historical and pro forma financial information included in this registration statement may not be a reliable indicator of future results.

We are a newly organized company with no operating history. Therefore, our growth prospects must be considered in light of the risks, expenses and difficulties frequently encountered when any new business is formed. We cannot assure you that we will be able to successfully operate our business profitably or implement our operating policies and investment strategy as described in this registration statement.

Further, we have not historically operated as a REIT, which may place us at a competitive disadvantage that our competitors may exploit. We urge you to carefully consider the information included in this registration statement concerning us in making an investment decision.

Table of Contents The financial statements and the pro forma financial information included herein may not reflect what our business, financial position or results of operations will be in the future when we are a separate, public company. The properties contributed to our Operating Partnership by CEOC in connection with the Restructuring were historically operated by CEOC as part of its larger corporate organization and not as a stand-alone business or independent company.

The pro forma financial information that we have included in this registration statement may not reflect what our financial condition, results of operations or cash flows would have been had we existed as a stand-alone business or independent entity, or had we operated as a REIT, during the periods presented. Significant changes will occur in our cost structure, financing and business operations as a result of our operation as a stand-alone company and the entry into transactions with CEOC that have not existed historically, including the Lease Agreements.

The pro forma financial information included in this registration statement was prepared on the basis of assumptions derived from available information that we believe to be reasonable.

However, these assumptions may change or may be incorrect, and actual results may differ, perhaps significantly. Therefore, the financial information we have included in this registration statement may not necessarily be indicative of what our financial condition, results of operations or cash flows will be in the future. Our actual financial results may vary significantly from the financial projections filed with the Bankruptcy Court. In connection with the Plan of Reorganization, the Debtors were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and the ability of the Debtors to continue operations upon emergence from bankruptcy.

These projections are neither included nor incorporated by reference in this registration statement and should not be relied upon in connection with the purchase of our common stock.

Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections and the variations may be material. We may be unable to achieve the benefits that the Debtors expected to achieve from the separation of the Debtors into CEOC and our company.

We believe that as a company independent from CEOC, we will have the ability, subject to the Right of First Refusal Agreement, to pursue transactions with other gaming operators that would not pursue transactions with CEOC as a current competitor, to fund acquisitions with its equity on significantly more favorable terms than those that would be available to CEOC, to diversify into different businesses in which CEOC, as a practical matter, could not diversify, and to pursue certain transactions that CEOC otherwise would be disadvantaged by or precluded from pursuing due to regulatory constraints.

However, we may not be able to achieve some or all of the benefits that the Debtors expected us to achieve as a company independent from CEOC in the time the Debtors expect, if at all. Our management team may have limited experience operating as part of a REIT structure. The requirements for qualifying as a REIT are highly technical and complex. Any failure to comply with those provisions in a timely manner could prevent us from qualifying as a REIT or could force us to pay unexpected taxes and penalties.

In such event, our net income could be reduced and we could incur a loss, which could materially harm our business, financial position, or results of operations. In addition, there is no. Table of Contents assurance that any past experience with the acquisition, development, and disposition of gaming facilities will be sufficient to enable us to successfully manage our portfolio of properties as required by our business plan or the REIT provisions of the Code.

We cannot be certain that the bankruptcy proceedings will not adversely affect our operations going forward. Our properties have been operating in bankruptcy for the past two years and we cannot assure you that having been subject to bankruptcy will not adversely affect our operations going forward.

For example, we may be subject to claims that were not discharged in the bankruptcy proceedings, which could have a material adverse effect on our results of operations and profitability. Substantially all of the material claims against the Debtors that arose prior to the date of the bankruptcy filing were addressed during the Chapter 11 proceedings.

In addition, the Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation and certain debts arising afterwards. If any such claims remain, the ultimate resolution of such claims and other obligations may have a material adverse effect on our results of operations and profitability. Our separation from CEOC could give rise to disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position, or results of operations.

Disputes with third parties could arise out of our separation from CEOC, and we could experience unfavorable reactions to the separation from employees, ratings agencies, regulators, or other interested parties. These disputes and reactions of third parties could have a material adverse effect on our business, financial position, or results of operations. If our separation from CEOC, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.

The IRS issued a private letter ruling with respect to certain issues relevant to the separation from CEOC, substantially to the effect that, among other things, the separation from CEOC and certain related transactions will qualify as a transaction that is generally tax-free for U.

The IRS ruling does not address certain requirements for tax-free treatment of the separation, and we expect to receive from our tax advisors a tax opinion substantially to the effect that, with respect to such requirements on which the IRS did not rule, such requirements should be satisfied.

The IRS ruling, and the tax opinions that we expect to receive from our tax advisors, relied on and will rely on, among other things, certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and the IRS ruling and the opinions would not be valid if such representations, assumptions and undertakings were incorrect in any material respect.

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VA Nurses Given Increased Patient Care Authority The Department of Veterans Affairs will allow qualified nurses across the nation to treat patients without the supervision of a physician, a decision that the department said can help alleviate staffing shortages. Explosive Traces on EgyptAir Flight Remains Spur Criminal Probe Traces of explosives have been detected on remains of of EgyptAir , Egyptian investigators said, the first official indication the flight that crashed into the Mediterranean in May was taken down deliberately.

What to Watch Oracle Corp. Heard on the Street Global Markets: Thinking of a New Practice Model? Matt Matrisian, senior vice president of strategic initiatives at AssetMark, says wealth managers considering a new model for their practice in light of the fiduciary rule should conduct a customer segmentation analysis to determine where to focus. How to stabilize expectations for the yuan? What if corporations sent them? Some had been stolen from Jewish owners by Nazis.

The number of youngsters in foster care in many states has soared. And grandparents are forced to become parents again. Heineken Buys 1, U. Man Surrenders to Face Charges in J.

Large Regions of U. Satin and sparkle are common denominators when it comes to party shoes. But heel height is up to you.

Here, four options from dance-able flats to 4-inch-high achievers. NJ Transit Suspends 11 Train Workers Under Fatigue Rules Under the program begun in October, engineers and conductors who show indications of potential fatigue symptoms are removed until they can document they have controlled or corrected their conditions. Jobless Claims Fall The number of Americans applying for unemployment benefits fell last week, further evidence that the labor market remains steady as the Federal Reserve moves to raise interest rates.

In the Trenches The Case of the Bogus House Buyer Luxury properties attract lots of people—including those with no intention of ever closing a deal. The Best Films of Canada Factory Sales Unexpectedly Decline Canadian factory shipments unexpectedly declined in October for the worst month-over-month performance in six months, marking another setback. Back from the Brink: Yahoo and Other Breaches Drive Surge in Corporate Hacking Insurance Cyberinsurance is the fastest-growing insurance product in America, fueled by a slate of recent corporate and government hackings.

The Science of Better-Tasting Milk A new study finds that fluorescent light can degrade the flavor of milk in supermarkets—and offers some solutions. Eurozone Economy, Prices Accelerate in Fourth Quarter, Survey Suggests The eurozone economy probably accelerated slightly in the final three months of the year, as surveys of purchasing managers released Thursday also pointed to mounting inflationary pressures that will be welcome news for the European Central Bank.

Yahoo Discloses a Much Larger Breach Here's your morning roundup of the biggest marketing, advertising and media industry news and happenings. But making a killer product matters more than crossing the finishing line first.

BOE Holds Rates, Flags Global Risks The Bank of England held its benchmark interest rate steady, saying the outlook for the global economy has darkened amid renewed strains in emerging markets from rising interest rates and a strengthening dollar. Flat Auto Sales Cloud U. Growth Outlook The auto industry has been a bright spot during much of the recent U.

Inflation Pickup May Falter on Weak Wage Growth Inflation rates have been rising across the developed economies over recent months, but there are few signs of a matching acceleration in wages that would ensure the pickup is sustained. The move is aimed at developing brokers and improving relations with clients.

China Extends Tax Break for Small Cars China extended a tax incentive for small-engine cars into , keeping the tax below its normal level as authorities look to ease worries about slowing demand. Norway Leaves Key Rate Unchanged at 0. Federal Reserve flagged a faster pace of interest-rate increases than expected in Fed Lifts Rates, Signals More Increases Next Year The Federal Reserve said it would raise its benchmark short-term interest rate for the first time in a year and signaled that rates would rise at a faster pace than previously projected.

In Syria, Russia Acts as U. Ran gold Resources Ltd. Blogs Think Tank Washington Wire. Blogs Real Time Economics. Sections Arts in Review Books. Recipient's Email Address Separate multiple address with commas. Send me a copy. Please type the verification code again.

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