SC 13D/A Amendment No. 2

0001193125-13-116067.txt : 20130320 0001193125-13-116067.hdr.sgml : 20130320 20130320063120 ACCESSION NUMBER: 0001193125-13-116067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130320 DATE AS OF CHANGE: 20130320 GROUP MEMBERS: DANIEL GILBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Greektown Superholdings, Inc. CENTRAL INDEX KEY: 0001487685 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85556 FILM NUMBER: 13703479 BUSINESS ADDRESS: STREET 1: 555 EAST LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132232999 MAIL ADDRESS: STREET 1: 555 EAST LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Athens Acquisition LLC CENTRAL INDEX KEY: 0001569010 IRS NUMBER: 461560955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1086 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3133737557 MAIL ADDRESS: STREET 1: 1086 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 SC 13D/A 1 d505245dsc13da.htm SC 13D/A AMENDMENT NO. 2 SC 13D/A Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Greektown Superholdings, Inc.

(Name of Issuer)

Preferred Stock, par value $0.01 per share

(Title of Class of Securities)

392485207

(CUSIP Number)

Athens Acquisition LLC

Attention: Matthew Cullen

1086 Woodward Avenue

Detroit, Michigan 48226

(313) 373-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

N/A

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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


CUSIP No. 392485207


1.	Names of Reporting Persons. Athens Acquisition LLC 46-1560955
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 80,000
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 80,000
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 80,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 4.9% (1)
14.	Type of Reporting Person (See Instructions) OO

(1)

Based upon 1,625,790 shares of Preferred Stock of the Issuer outstanding as of September 30, 2012 as disclosed in the Form 10-Q filed on November 13, 2012 by the Issuer with the U.S. Securities and Exchange Commission. Subject to regulatory approval as provided in the Issuer’s Certificate of Incorporation, the Issuer’s Preferred Stock is convertible into shares of the Issuer’s Common Stock.


CUSIP No. 392485207


1.	Names of Reporting Persons. Daniel Gilbert
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 80,000
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 80,000
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 80,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 4.9% (1)
14.	Type of Reporting Person (See Instructions) IN

(1)

EXPLANATORY NOTE

This Amendment No. 2 amends and supplements the Statement of Beneficial Ownership on Schedule 13D previously filed jointly by Athens Acquisition LLC, a Delaware limited liability company (“Athens Acquisition”), and Daniel Gilbert with the Securities and Exchange Commission on February 8, 2013 (the “Original Schedule 13D”) as amended by Amendment No. 1, filed on March 11, 2013 (with the Original Schedule 13D, the “Schedule 13D”). This Amendment No. 2 has been filed on a voluntary basis.

Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:

On March 18, 2013, Athens Acquisition and the Issuer entered into a Minority Rights Term Sheet (the “Term Sheet”) regarding various so-called “minority shareholder” protections for the Issuer’s remaining equity holders. The Term Sheet is attached hereto as Exhibit 99.8 and hereby incorporated by reference. While the Term Sheet sets forth the basic terms of the parties’ agreement, definitive documentation may contain additional or different provisions and is expected to supersede the Term Sheet. No assurance can be given as to when or if definitive documentation will be executed by Athens Acquisition and the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following information:

The following exhibits are filed as exhibits hereto:


Exhibit		Description of Exhibit

99.8		Minority Rights Term Sheet, dated March 18, 2013

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: March 20, 2013	ATHENS ACQUISITION LLC

	By:	/s/ Daniel Gilbert
	Name:	Daniel Gilbert
	Title:	Chief Executive Officer

	/s/ Daniel Gilbert
	DANIEL GILBERT

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.8		Minority Rights Term Sheet, dated March 18, 2013

EX-99.8 2 d505245dex998.htm EX-99.8 EX-99.8

Exhibit 99.8

Greektown Superholdings, Inc. and Athens Acquisition LLC

Minority Rights Term Sheet


Economic Rights and Transfer Provisions
Put		• Non-transferable put right for all current Greektown stockholders until 12/31/13 or six months after closing, whichever is later • $90/share on an unconverted basis • No credit for post-signing accrued and unpaid dividends • No “MFN” • As specified in “Waiver and Release” below, receipt of put right by Brigade and SG subject to that party’s execution of a waiver of all existing claims against Athens and Greektown and all related persons/entities. Receipt of the put right shall not be permitted if any such claims have been asserted prior to the time of purported exercise. To receive the put right, Brigade and SG must execute the waiver within 10 business days following the date that Athens has consummated the purchase of ~75% of the Greektown shares under the existing purchase contracts. • Upon both (i) the closing of the three executed securities purchase agreements and (ii) board control of Greektown by Athens, Athens represents and warrants that it will own and retain, until all put rights have been exercised or expire, at least $145 million in Greektown securities, based on the purchase price paid by Athens for those securities. • Only current stockholders will have third party beneficiary rights under the agreement to enforce the put right.
Short-Form Merger		• If Athens owns more than 90%, Athens covenants to effect a short-form merger under Delaware law.
Call		• No call
Tag		• Applies only to sales of equity
Drag		• Drag with no minimum price • No drags if related party transaction; drag must be arm’s-length negotiation with a bona fide third party
Preemptive Right		• Preemptive Rights last until Athens effects a short-form merger. • Preemptive rights apply to (i) all equity issuances and (ii) any debt issuances to Athens and/or its affiliates.
Right of First Refusal		• No ROFR
Conversion		• Put price adjusts downward to the extent a shareholder has converted preferred shares into common shares
Waiver and Release		• Greektown must release all existing claims against Athens and related persons/entities. • To receive its put right, SG must release all existing claims against Greektown and its directors and Athens and related persons/entities; no disparagement


		and no claims to third parties regarding released party or related to Greektown related matters; release will provide that sole remedy in long-form merger is appraisal. • To receive its put right, Brigade must release all existing claims against Greektown and its directors and Athens and related persons/entities; no disparagement and no claims to third parties regarding released party or related to Greektown related matters; release will provide that sole remedy in long-form merger is appraisal. • Athens must release all existing claims against Greektown, SG and Brigade (contingent on above releases). • Athens and Greektown indemnify Greektown directors, and if indemnification is not available, provide contribution; Athens controls defense and settlement. • No waiver/release of claims for performance under agreement.
Corporate Governance
Independent Board Representation		• Initial independent director and such director’s initial successor will be selected from existing Greektown Board, to be chosen by Athens. • Following resignation or removal of initial successor, Athens will propose an independent replacement director (with no previous or existing ties to Athens, Gilbert or their respective affiliates) and minority will have a veto right over that proposed appointment. If vetoed, Athens proposes another independent replacement director until an independent director that is acceptable to the minority is identified. • The independent director maintains veto right over certain matters (see below) until Athens effects a short-form merger; if no specified independent per above, then balance of independent directors make decision by majority vote.
Minority Shareholder Veto Rights		• Veto rights last until Athens effects a short-form merger • Veto rights apply as follows: ^¡ Related party/affiliate transactions above a specified threshold (including payment of any management fee by Company to Athens), other than issuances offered proportionately to all shareholders. ^¡ Changes to organizational documents that would disproportionately affect the minority shareholders v. Athens. • Veto rights do not apply to changes in connection with financings that are offered proportionately to all shareholders. • No veto rights for Short-Form Merger affected by Athens/Greektown once Athens owns more than 90%
Other
Information		• Greektown will remain an SEC registrant until Athens effects a short-form merger, except with the approval of the independent director (or the majority of independent directors, if there is no specified independent director then serving)


Transition / Refinancing		• Subject to MGCB approval, Athens may meet with management, discuss transition matters with management, and participate in refinancing discussions with lenders.
Rights Agreement		• Board will terminate Rights Agreement and reverse the December 30, 2012 Bylaw amendments upon execution of agreement providing for the minority rights described above

[Signature page follows.]


ATHENS ACQUISITION LLC

By:		/s/ Matthew Cullen
Name:
Title:



GREEKTOWN SUPERHOLDINGS, INC.



By:		/s/ Freman Hendrix
Name:
Title:

Signature Page to Greektown Superholdings, Inc. and Athens Acquisition LLC

Minority Rights Term Sheet