CUSIP No. 897085106
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Page 2 of 9
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1. | NAMES OF REPORTING PERSON Trustees of General Electric Pension Trust
I.R.S. # 14-6015763
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) x
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(b) o
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3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of New York | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF
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13,000 shares | ||||
SHARES
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6. | SHARED VOTING POWER | |||
BENEFICIALLY
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OWNED BY
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12,101,822 shares
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EACH
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7. | SOLE DISPOSITIVE POWER | |||
REPORTING
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PERSON
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13,000 shares | ||||
WITH:
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8. | SHARED DISPOSITIVE POWER | |||
12,101,822 shares
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9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,101,822 shares
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10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
100.0%*
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12. | TYPE OF REPORTING PERSON(See Instructions) | ||||
EP |
*
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Percentage calculated on the basis of 12,101,822 shares of Class A Common Stock issued and outstanding as of December 31, 2011.
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CUSIP No. 897085106
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Page 3 of 9
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1. |
NAMES OF REPORTING PERSON
GE Capital Debt Advisors LLC, as investment manager of General Electric Pension Trust
I.R.S.# 26-3487861
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) x
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(b) o
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3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Delaware | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF
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13,000 shares | ||||
SHARES
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6. | SHARED VOTING POWER | |||
BENEFICIALLY
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|||||
OWNED BY
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12,101,822 shares
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||||
EACH
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7. | SOLE DISPOSITIVE POWER | |||
REPORTING
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|||||
PERSON
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13,000 shares | ||||
WITH:
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8. | SHARED DISPOSITIVE POWER | |||
12,101,822 shares
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|||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,101,822 shares
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|||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
100.0%* | |||||
12. | TYPE OF REPORTING PERSON(See Instructions) | ||||
IA |
*
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Percentage calculated on the basis of 12,101,822 shares of Class A Common Stock issued and outstanding on December 31, 2011.
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CUSIP No. 897085106
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Page 4 of 9
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1. | NAMES OF REPORTING PERSON General Electric Company
I.R.S. # 14-0689340
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) |
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(a) x
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(b) o
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3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of New York | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF
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Disclaimed | ||||
SHARES
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6. | SHARED VOTING POWER | |||
BENEFICIALLY
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|||||
OWNED BY
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12,101,822 shares
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EACH
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7. | SOLE DISPOSITIVE POWER | |||
REPORTING
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PERSON
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Disclaimed | ||||
WITH:
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8. | SHARED DISPOSITIVE POWER | |||
12,101,822 shares
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9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,101,822 shares
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|||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
100.0%* | |||||
12. | TYPE OF REPORTING PERSON(See Instructions) | ||||
CO |
*
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Percentage calculated on the basis of 12,101,822 shares of Class A Common Stock issued and outstanding on December 31, 2011.
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CUSIP No. 897085106
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Page 5 of 9
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13-2(b) or (c), check whether the person filing is a:
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(a) o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b) o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) o
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
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(e) o
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An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
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CUSIP No. 897085106
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Page 6 of 9
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(f) o
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An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
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(g) o
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A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
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(h) o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);
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(j) o
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Group, in accordance with §240.13d–1(b)(1)(ii)(J).
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Class A Common
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Preferred Stock
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Class A Common
Assuming Full
Conversion of
Preferred Stock
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Shares
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Percent
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Shares
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Percent
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Shares
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Percent
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Trilliant Gaming Nevada Inc.(a)
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3,043,419
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66.4%
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1,332,743
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81.0%
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9,129,280
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75.4%
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Wells Fargo & Company(b)
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507,800
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11.0
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170,178
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10.3
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1,287,034
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10.6
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H/2 Special Opportunities Ltd.(c)
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294,672
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6.3
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115,320
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7.0
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824,629
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6.8
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Embassy & Co.
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100,000
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2.2
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—
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—
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100,000
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1.0
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Aozora Bank Ltd.
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110,000
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2.4
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—
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—
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110,000
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1.0
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DeBello Investors LLC(d)
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50,629
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1.1
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18,286
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1.1
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135,016
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1.1
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Federal Deposit Insurance Community Bank of Nevada
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100,000
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2.2
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—
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—
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100,000
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1.0
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Pacific Investment Management Company LLC(e)
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100,000
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2.2
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—
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—
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100,000
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1.0
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Fidelity ADV Series I: Fidelity Advisors Floating Rate High Income Fund(f)
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48,650
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1.1
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—
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—
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48,650
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*
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Deutsche Bank(g)
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37,761
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*
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—
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—
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37,761
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*
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Newcastle CDO IX I Ltd.
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30,000
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*
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—
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—
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30,000
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*
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Credit Suisse Candlewood Special Situations Fund LP
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20,138
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*
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1,692
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*
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26,906
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*
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State Street Bank & Trust(h)
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20,000
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*
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4,553
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—
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38,212
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*
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Atlantis Funding Ltd.
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16,082
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*
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—
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—
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16,082
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*
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CUSIP No. 897085106
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Page 7 of 9
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US Bank NA(i)
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14,000
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*
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—
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—
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14,000
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*
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General Electric Pension Trust(j)
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13,000
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*
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—
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—
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13,000
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*
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Booth & Co.
Northern Trust
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10,000
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*
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2,813
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—
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21,252
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*
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Ocean Trails CLO II
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20,000
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*
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—
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—
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20,000
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*
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WG Horizons CLO I
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10,000
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*
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—
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—
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10,000
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*
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Whitehorse V Ltd.
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10,000
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*
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—
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—
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10,000
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*
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Prospero CLO II BV
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8,000
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*
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—
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—
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8,000
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*
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Cumberland II CLO Ltd.
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5,000
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*
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—
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—
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5,000
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*
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Lehman Commercials Paper Inc.
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5,000
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*
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—
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—
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5,000
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*
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Judy A. Mencher
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4,000
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*
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—
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—
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4,000
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*
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John Redmond
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4,000
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*
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—
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—
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4,000
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*
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Michael Ribero
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4,000
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*
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—
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—
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4,000
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*
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Total:
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4,586,151
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100.0%
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1,645,585
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100.0%
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12,101,822
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100.0%
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(a)
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Consists of shares held by Onex Armenco Gaming I LP (1,881,088 shares of Class A Common and 846,947 shares of Preferred Stock), Onex Armenco Gaming II LP (150,600 shares of Class A Common and 30,276 shares of Preferred Stock), Onex Armenco Gaming III LP (69,661 shares of Class A Common and 31,364 shares of Preferred Stock), Onex Armenco Gaming IV LP (44,725 shares of Class A Common and 20,138 shares of Preferred Stock), Onex Armenco Gaming V LP (69,661 shares of Class A Common and 31,364 shares of Preferred Stock), Onex Armenco Gaming VI LP (39,010 shares of Class A Common and 17,563 shares of Preferred Stock), Onex Armenco Gaming VII LP (30,848 shares of Class A Common and 13,888 shares of Preferred Stock), Onex Armenco Gaming IX LP (27,205 shares of Class A Common and 12,248 shares of
Preferred Stock) and Onex Armenco Gaming X LP (660,960 shares of Class A Common and 297,591 shares of Preferred Stock) and Onex Armenco Gaming XI LP (69,661 shares of Class A Common and 31,364 shares of Preferred Stock). Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming entities. Each of Mr. Alex Yemenidjian, the Company’s Chairman, Chief Executive Officer and President, Mr. Timothy Duncanson, one of the Company’s directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights
of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Company owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming Entities were formed by entities affiliated with Onex Corporation. As a result, Trilliant Gaming and, in turn, Messrs. Yemenidjian, Duncanson and Schwartz, may be deemed to have beneficial ownership of the shares of Class A Common held by the Onex Armenco Gaming entities, but disclaim beneficial ownership of shares held by parties other than these entities. Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(b)
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Consists of shares held by The Foothill Group, Inc. (502,800 shares of Class A Common and 167,703 shares of Preferred Stock), and shares held by various funds managed by Wells Capital Management (5,000 shares of Class A Common and 2,475 shares of Preferred Stock). Foothill is a wholly-owned subsidiary of Wells Fargo & Co., or Wells Fargo, a diversified financial services company. As a result, Wells Fargo may be deemed to have beneficial ownership of shares of our company held by Foothill. Wells Capital Management, a wholly-owned subsidiary of Wells Fargo, is a registered investment advisor and may be deemed to have beneficial ownership of shares of our company held by various funds managed by it due to it having voting and investment control over such shares. Wells Fargo disclaims
beneficial ownership of shares of our company beneficially owned by Wells Capital Management. Except as described above, each of these entities disclaims beneficial ownership of shares held by any party other than itself.
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(c)
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H/2 Special Opportunities Ltd. (“H/2 SO”) is wholly-owned by H/2 Special Opportunities L.P. (“H/2 LP”). By virtue of his status as the managing member of H/2 SOGP LLC (“H/2 GP”), Spencer Haber may be deemed to be the beneficial owner of the shares of the Company held directly by H/2 SO, which shares may also be deemed to be beneficially owned by H/2 GP and H/2 LP.
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(d)
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Wexford Capital LP is the manager of Debello LLC and, as a result, may be deemed to have beneficial ownership of the securities held by Debello. Further, Wexford GP LLC, as the general partner of Wexford Capital LP, and each of Charles E. Davidson and Joseph M. Jacobs, as controlling persons of Wexford GP LLC, may also be deemed to have beneficial ownership of the securities held by Debello. Wexford Capital LP, Wexford GP and Messrs. Davidson and Jacobs share the power to vote and dispose of the interests in the securities beneficially owned by Debello. Each of Wexford Capital, Wexford GP and Messrs. Davidson and Jacobs disclaims beneficial ownership of the securities owned by Debello except, in the case of Messrs. Davidson and Jacobs, to the extent of their interests in the members of Debello
LLC.
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(e)
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Consists of shares of Class A Common held by Mayport CLO, Ltd. (10,000 shares), Pimco Floating Income Fund (50,000 shares), Pimco Cayman Bank Loan Fund (10,000 shares), Portolo CLO Ltd. (20,000 shares) and Southport CLO Ltd. (10,000 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(f)
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Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund (“Fidelity Advisor Series I”) is an open-end investment company registered under the Investment Company Act of 1940 and advised by Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act of 1940. Fidelity Advisor Series I is the record owner of the shares reported but has reported that it does not have a pecuniary interest in such shares.
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(g)
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Consists of shares of Class A Common held by Bridgeport CLO Ltd. (6,323 shares), Burr Ridge CLO Plus Ltd. (3,823 shares), Forest Creek CLO Ltd. (3,823 shares), Genesis CLO 2007-1 Ltd. (3,500 shares), Long Grove CLO Ltd. (5,000 shares), Market Square CLO Ltd. (3,823 shares), Marquette Park CLO Ltd. (3,823 shares), Rosemont CLO Ltd. (3,823 shares) and Schiller Park CLO Ltd. (3,823 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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CUSIP No. 897085106
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Page 8 of 9
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(h)
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Consists of shares of Class A Common and Preferred Stock held by Deckship & Co. (7,500 shares Class A Common Stock and 2,110 shares of Preferred Stock), Wateredge & Co. (7,500 shares of Class A Common Stock and 1,270 shares of Preferred Stock), Blazerman & Co. (5,000 shares of Class A Common Stock and 333 shares of Preferred Stock), Cruiselake & Co. (840 shares of Preferred Stock). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(i)
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Consists of shares of Class A Common held by Veritas CLO I Ltd. (6,000 shares) and Veritas CLO II Ltd. (8,000 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(j)
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GE Capital Debt Advisors (“GECDA”) is an investment manager of General Electric Pension Trust (“GEPT”). GECDA shares voting and dispositive power over the shares reported and may be deemed to be the beneficial owner of such shares, though GEPT has a 100% pecuniary interest in the shares reported.
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(a)
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Amount beneficially owned:
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12,101,822 shares
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(b)
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Percentage of Class:
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100.0%
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(c)
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Number of shares as to which the person has:
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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CUSIP No. 897085106
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Page 9 of 9
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GENERAL ELECTRIC PENSION TRUST | ||
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By: |
GE Capital Debt Advisors LLC, its investment manager
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By: | /s/ Amanda van Heyst | |
Name: Amanda van Heyst |
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Title: President |
GE CAPITAL DEBT ADVISORS LLC
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By: | /s/ Amanda van Heyst | |
Name: Amanda van Heyst |
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Title: President |
GENERAL ELECTRIC COMPANY
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By: | /s/ Neeraj K. Mehta | |
Name: Neeraj K. Mehta |
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Title: Duly Authorized Signatory |
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Schedule No.
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Schedule Description
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I
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Joint Filing Agreement dated March 21, 2011 (incorporated herein by reference to Schedule I to the reporting persons’ Schedule 13G filed on March 22, 2011)
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II
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Trustees of General Electric Pension Trust
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