-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UDPHqfImJDGytqp0muTXJZ4XtqDMMhdjeCOe1aRvjbEX9sCHnNl20ClWOK4ZCMN3 +VrV1/vrnU7KEZmiLuthgA== 0001104659-11-007340.txt : 20110214 0001104659-11-007340.hdr.sgml : 20110214 20110214152146 ACCESSION NUMBER: 0001104659-11-007340 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tropicana Las Vegas Hotel & Casino, Inc. CENTRAL INDEX KEY: 0001479046 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270455607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86025 FILM NUMBER: 11606914 BUSINESS ADDRESS: STREET 1: 3801 LAS VEGAS BLVD., SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 739-3530 MAIL ADDRESS: STREET 1: 3801 LAS VEGAS BLVD., SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LightPoint CLO 2004-1, LTD. CENTRAL INDEX KEY: 0001490271 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 1093 GT STREET 2: QUEENSGATE HOUSE SOUTH CHURCH STREET CITY: GEORGE TOWN GRAND CAYMAN STATE: E9 ZIP: NONE BUSINESS PHONE: 3459457100 MAIL ADDRESS: STREET 1: P.O. BOX 1093 GT STREET 2: QUEENSGATE HOUSE SOUTH CHURCH STREET CITY: GEORGE TOWN GRAND CAYMAN STATE: E9 ZIP: NONE SC 13G 1 a11-5939_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

897085106

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section under the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 897085106

 

 

1.

Names of Reporting Persons
LightPoint CLO 2004-1, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
10,000 shares

 

6.

Shared Voting Power
9,717,825 shares (See Item 4)

 

7.

Sole Dispositive Power
10,000 shares

 

8.

Shared Dispositive Power
9,717,825 shares (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,717,825 shares (See Item 4)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amounts in Row (9)
100.0%*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

* Percentage calculated on the basis of 9,717,825 shares of Class A Common Stock issued and outstanding on December 31, 2010.

 

2


 

Item 1.

Issuer.

 

(a)

Name of Issuer:
Tropicana Las Vegas Hotel and Casino, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
160 Pacific Avenue, Suite 222

San Francisco, CA 94111

 

Item 2.

Filing Person.

 

(a)

Name of Person Filing:
LightPoint CLO 2004-1, Ltd.

 

(b)

Address of Principal Business Offices or, if none, Residence:
Boundary Hall, Cricket Square

George Town, Grand Cayman, Cayman Islands

 

(c)

Citizenship:
Cayman Islands

 

(d)

Title of Class of Securities:
Class A Common Stock (“Class A Common”)

 

(e)

CUSIP Number:
897085106

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(F);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-(b)(1)(ii)(G);

 

(h)

o

A savings association as defined as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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 (U.S.C. 801-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3


 

Item 4.

Ownership.

As more fully described in the Form 10-12G/A filed by Tropicana Las Vegas Hotel and Casino, Inc. (the “Company”) on May 28, 2010, all of the Company’s stockholders are a party to that certain Stockholders’ Agreement, dated as of July 1, 2009 (the “Stockholders’ Agreement”), which contains certain agreements as to voting. As a result, all of the Company’s stockholders may be deemed to be a group for the purposes of Section 13 of the Securities and Exchange Act of 1934, as amended, with each of such stockholders being deemed to have beneficial ownership of all of the shares owned by the group. However, except as otherwise noted, each of the Company’s stockholders disclaims beneficial ownership of shares of the Company’s capital stock not held directly by such stockholder. The table below shows, as o f December 31, 2010, the direct ownership (excluding the deemed beneficial ownership of shares held by other members of the group as a result of the Stockholders’ Agreement) of all of the Company’s stockholders of all outstanding shares of the Company’s capital stock. The outstanding shares of the Company’s capital stock include Class A Common and Preferred Stock. The table below also shows, as of December 31, 2010, the direct ownership of Class A Common assuming full conversion of all shares of Preferred Stock into Class A Common at an exchange ratio of 4:1. The exchange ratio may increase to the extent dividends on the Preferred Stock accrue and are unpaid.

 

 

 

Class A Common

 

Preferred Stock

 

Class A Common
Assuming Full
Conversion of
Preferred Stock

 

 

 

Shares

 

Percent

 

Shares

 

Percent

 

Shares

 

Percent

 

Trilliant Gaming Nevada Inc.(a)

 

2,916,221

 

64.3

%

1,049,659

 

81.0

%

7,114,857

 

73.2

%

Wells Fargo & Company(b)

 

537,800

 

11.9

 

140,598

 

10.9

 

1,100,192

 

11.3

 

H/2 Special Opportunities Ltd.(c)

 

290,833

 

6.4

 

89,566

 

6.9

 

649,097

 

6.7

 

Embassy & Co.

 

120,000

 

2.6

 

—

 

—

 

120,000

 

1.2

 

Aozora Bank Ltd.

 

110,000

 

2.4

 

—

 

—

 

110,000

 

1.1

 

DeBello Investors LLC(d)

 

50,000

 

1.1

 

14,070

 

1.1

 

106,280

 

1.1

 

Community Bank of Nevada

 

100,000

 

 

 

—

 

—

 

100,000

 

1.0

 

Pacific Investment Management Company LLC(e)

 

100,000

 

2.2

 

—

 

—

 

100,000

 

1.0

 

Fidelity ADV Series I: Fidelity Advisors Floating Rate High Income Fund(f)

 

48,650

 

1.1

 

—

 

—

 

48,650

 

*

 

Deutsche Bank(g)

 

37,761

 

*

 

—

 

—

 

37,761

 

*

 

Newcastle CDO IX I Ltd.

 

30,000

 

*

 

—

 

—

 

30,000

 

*

 

Credit Suisse Candlewood Special Situations Fund LP

 

20,138

 

*

 

1,692

 

*

 

€

20,138

 

*

 

Harch CLO III Limited

 

20,000

 

*

 

—

 

—

 

20,000

 

*

 

Pacific Select FN High YLD BND

 

20,000

 

*

 

—

 

—

 

20,000

 

*

 

Atlantis Funding Ltd.

 

16,082

 

*

 

—

 

—

 

16,082

 

*

 

US Bank NA(h)

 

14,000

 

*

 

—

 

—

 

14,000

 

*

 

General Electric Pension Trust(i)

 

13,000

 

*

 

—

 

—

 

13,000

 

*

 

Endurance CLO I Ltd.

 

10,000

 

*

 

—

 

—

 

10,000

 

*

 

Light Point CLO 2004-1 (NY)

 

10,000

 

*

 

—

 

—

 

10,000

 

*

 

Ocean Trails CLO I

 

10,000

 

*

 

—

 

—

 

10,000

 

*

 

Ocean Trails CLO II

 

10,000

 

*

 

—

 

—

 

10,000

 

*

 

WG Horizons CLO I

 

10,000

 

*

 

—

 

—

 

10,000

 

*

 

Whitehorse V Ltd.

 

10,000

 

*

 

—

 

—

 

10,000

 

*

 

Prospero CLO II BV

 

8,000

 

*

 

—

 

—

 

8,000

 

*

 

Cumberland II CLO Ltd.

 

5,000

 

*

 

—

 

—

 

5,000

 

*

 

Lehman Commercials Paper Inc.

 

5,000

 

*

 

—

 

—

 

5,000

 

*

 

Louisiana State Employees Retirement Fund

 

5,000

 

*

 

—

 

—

 

5,000

 

*

 

Judy A. Mencher

 

4,000

 

*

 

—

 

—

 

4,000

 

*

 

John Redmond

 

4,000

 

*

 

—

 

—

 

4,000

 

*

 

Total:

 

4,535,485

 

100.0

%

1,295,585

 

100.0

%

9,717,825

 

100.0

%

 

Notes

 

 

 

*

 

Represents holding percentage of less than 1%.

 

 

 

(a)

 

Consists of shares held by Onex Armenco Gaming I LP (1,854,331 shares of Class A Common and 667,446 shares of Preferred Stock), Onex Armenco Gaming II LP (64,550 shares of Class A Common and 23,234 shares of Preferred Stock), Onex Armenco Gaming LP (68,671 shares of Class A Common and 24,717 shares of Preferred Stock), Onex Armenco Gaming IV LP (44,088 shares of Class A Common and 15,870 shares of Preferred Stock), Onex Armenco Gaming V LP (68,671 shares of Class A Common and 24,717 shares of Preferred Stock), Onex Armenco Gaming VI LP (38,456 shares of Class A Common and 13,841 shares of Preferred Stock), Onex Armenco Gaming VII LP (30,408 shares of Class A Common and 10,945 shares of Preferred Stock), Onex Armenco Gaming IX LP (26,817 shares of Class A Common and 9,652 shares of Preferred Stock) and Onex Armenco Gaming X LP (651,558 shares of C lass A Common and 234,520 shares of Preferred Stock) and Onex Armenco Gaming XI LP (68,671 shares of Class A Common and 24,717 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 Corn mon 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.

 

 

 

(b)

 

Consists of shares held by The Foothill Group, Inc. (502,800 shares of Class A Common and 130,757 shares of Preferred Stock), and shares held by various funds managed by Wells Capital Management (35,000 shares of Class A Common and 9,841 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.

 

 

 

(c)

 

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”), which is the general partner of H/2 LP, 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.

 

 

 

(d)

 

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.

 

 

 

(e)

 

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.

 

 

 

(f)

 

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.

 

 

 

(g)

 

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.

 

 

 

(h)

 

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.

 

 

 

(i)

 

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.

 

4


 

 

(a)

Amount beneficially owned:   

9,717,825 shares

 

(b)

Percentage of class:   

100.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

10,000 shares

 

 

(ii)

Shared power to vote or to direct the vote:    

9,717,825 shares (See introduction to this Item 4)

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

10,000 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

9,717,825 shares (See introduction to this Item 4)

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following box:   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding shares of Class A Common.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

5


 

Item 10.

Certifications.

Not Applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2011

 

LIGHTPOINT CLO 2004-1, LTD

 

 

 

 

 

 

 

By:

/s/ Colin Donlan

 

 

Name:

Colin Donlan

 

 

Title:

Authorized Signatory

 

6

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