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Organization
6 Months Ended
Aug. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization
Organization
Business activities
NGA HoldCo, LLC, a Nevada limited liability company (“NGA”), was formed on January 8, 2007 at the direction of Newport Global Opportunities Fund LP, a Delaware limited partnership (“NGOF”) and an affiliate of Newport Global Advisors LP, a Delaware limited partnership (“Newport”). NGA was formed for the primary purpose of holding equity, directly or indirectly through its subsidiaries, in one or more entities related to the gaming industry. The Company has two wholly owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company (“Blocker”), and NGA AcquisitionCo, LLC, a Nevada limited liability company owned indirectly through Blocker (“AcquisitionCo”), each of which was formed on January 8, 2007 (collectively with NGA, the “Company”).
The Company has had no revenue generating business since inception. During the period covered by this report, the Company's business plan consisted primarily of its holding, through AcquisitionCo, of a 17.0359% equity interest (the “Eldorado Interest”) in Eldorado Holdco LLC, a Nevada limited liability company (“Eldorado”) and a 40% equity interest (the “Mesquite Interest”) in Mesquite Gaming LLC, a Nevada limited liability company (“Mesquite”). The Eldorado Interest was effectively acquired December 14, 2007 (the “Eldorado Acquisition”), in exchange for certain first mortgage bonds and preferred equity interests (the “Eldorado-Shreveport Investments”) valued at $38,314,863. The Mesquite Interest was acquired August 1, 2011 (the “Mesquite Acquisition”), in exchange for $8,222,222 in cash, of which $7,222,222 and $1,000,000 were contributed to the Company by NGOF and Newport Global Credit Fund (“NGCF,” and collectively with NGOF, the “Newport Funds”), respectively.
Except as otherwise indicated, the discussions, information and amounts contained in this report which pertain to Eldorado are reported as of and/or for Eldorado's three and six months ended June 30, 2014 and 2013 or as of and/or for the Company's three and six months ended August 31, 2014 and 2013, as applicable.
On September 19, 2014 ("Effective Date"), upon consummation of a merger between MTR Gaming, Inc. ("MTR") and Eldorado (the "Eldorado Merger"), and in accordance with an Agreement and Plan of Merger, dated as of September 9, 2013, as amended on November 18, 2013, February 13, 2014 and May 13, 2014, by and among MTR, Eldorado, Eldorado Resorts, Inc. ("ERI," a Nevada corporation formerly known as Eclair Holdings Company) and certain affiliates of ERI and Eldorado (the “Merger Agreement”), the Company previous Eldorado Interest was converted to 3,978,573 shares of common stock, $0.00001 par value, representing an approximate 8.6% ownership interest in ERI (the "ERI shares") in exchange for the Eldorado Interest. Subsequent to the consummation of the Eldorado Merger, the Company's business plan consists primarily of its holding, through AcquisitionCo, of the ERI shares and the Mesquite Interest. See Note 10, "Subsequent Events - Eldorado Transaction," below.
Prior to the Eldorado Merger, Eldorado owned entities that own and operate the Eldorado Hotel & Casino located in Reno, Nevada and the Eldorado Resort Casino Shreveport located in Shreveport, Louisiana. Eldorado also owned, through a wholly owned subsidiary, an approximate 21% interest ("the "Tamarack Interest") in a joint venture that owns and operates Tamarack Junction Casino & Restaurant, a small casino located in Reno, Nevada. In addition, Eldorado owned an approximate 96% interest in Eldorado Limited Liability Company, a Nevada limited liability company and subsidiary of Eldorado ("ELLC")which owns a 50% interest in a joint venture (the "Silver Legacy Joint Venture") that owns and operates the Silver Legacy Resort Casino (which is seamlessly connected to the Eldorado Hotel & Casino). Eldorado's Tamarack Interest was disposed of in connection with the consummation of the Eldorado Merger. Also in connection with the consummation of the Eldorado Merger, ELLC, ERI, Eldorado Resorts LLC ("Resorts," a Nevada corporation which became a subsidiary of ERI upon consummation of the Eldorado Merger), entered into a Retained Interest Agreement, as contemplated by the Merger Agreement, with Recreational Enterprises, Inc. ("REI") and Hotel-Casino Management, Inc. ("HCM"), the minority owners of ELLC. Subsequent to the Eldorado Merger, ERI owns (directly or indirectly) and operates five properties including the Eldorado Hotel & Casino, the Eldorado Resort Casino Shreveport, Scioto Downs Racino located in Columbus, OH, Mountaineer Casino Racetrack & Resort located in Chester, WV, and Presque Isle Downs & Casino located in Erie, PA. In addition, ERI also owns a 50% interest in the Silver Legacy Resort Casino (a 50/50 joint venture with MGM Resorts International), The six properties contain a combined 3,300 hotel rooms, 280 table games, 32 restaurants, and approximately 10,000 slot machines and video lottery terminals.
Mesquite is engaged in the casino resort industry in Mesquite, Nevada through wholly owned subsidiaries that own and operate the CasaBlanca Resort/Casino/Golf/Spa, the Virgin River Hotel/Casino/Bingo, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities. Mesquite also owns real estate on which the Oasis Resort & Casino was located prior to its demolition, which was substantially completed by August 31, 2013.
The Company holds no equity interests other than the equity interest in ERI evidenced by the ERI shares acquired in exchange for the Eldorado Interest and the Mesquite Interest, along with any indirect interests it may, from time to time, hold in other entities by virtue of its equity interests in ERI and Mesquite. The Company has no current plans to acquire any equity interest in another entity.
Formed in 2005, Newport is a Texas-based investment management firm focused on alternative fixed income strategies. The firm concentrates primarily on the stressed and distressed opportunities within the high yield debt and bank loan markets but may also include the acquisition and disposition of other types of corporate securities and claims. Newport has 10 employees, with its primary office in The Woodlands, TX. Newport’s principals include Timothy T. Janszen, CEO, Ryan Langdon, Senior Managing Director, and Roger A. May, Senior Managing Director. Collectively, the principals have over 35 years of experience investing in the high yield and distressed debt markets. Newport is registered with the Securities and Exchange Commission (the "Commission") as an investment adviser under the Investment Advisers Act of 1940, as amended. Newport is investment manager of the Newport Funds, private investment funds which seek attractive long-term risk adjusted returns by capitalizing on investments in the distressed debt markets and possibly control-oriented investments. The Newport Funds began investing in 2006.
Concentrations and economic uncertainties
The Company is, and expects to continue to be, economically dependent upon relatively few investments in the gaming industry. The United States recently experienced a recession accompanied by, among other things, weakness in the commercial and investment banking systems resulting in reduced credit and capital financing availability, and highly curtailed gaming, other recreational, construction and real estate market activities and general discretionary consumer spending. Although capital market activity and liquidity are reported to have improved of late, the recovery from this recessionary period is fragile and there can be no assurance that the Company’s business, which has been severely affected by the downturn, will fully recover to pre-recession levels. In addition, the Company carries cash on deposit with financial institutions substantially in excess of federally-insured limits. However, the extent of any loss that might be incurred as a result of uninsured deposits in the event of a future failure of a bank or other financial institutions, if any, is not subject to estimate at this time.