-----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, EL5/fJshAk10qDcOYALAkx7NYr2aUc+LYxsMEqDaSNZmA96u/kRhqO3DWO120GlA rhLU3/Ci+p0it21LXMxwXQ== 0001181431-08-022636.txt : 20080401 0001181431-08-022636.hdr.sgml : 20080401 20080401215313 ACCESSION NUMBER: 0001181431-08-022636 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080328 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hard Rock Hotel Holdings, LLC CENTRAL INDEX KEY: 0001418696 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 161782658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4455 PARADISE ROAD CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702)693-5000 MAIL ADDRESS: STREET 1: 4455 PARADISE ROAD CITY: LAS VEGAS STATE: NV ZIP: 89109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CREDIT SUISSE/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52992 FILM NUMBER: 08731141 BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DLJMB HRH VoteCo, LLC CENTRAL INDEX KEY: 0001427324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52992 FILM NUMBER: 08731142 BUSINESS ADDRESS: STREET 1: 11 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-325-4508 MAIL ADDRESS: STREET 1: 11 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 4 1 rrd201404.xml FORM 4 X0202 4 2008-03-28 0 0001418696 Hard Rock Hotel Holdings, LLC NONE 0001427324 DLJMB HRH VoteCo, LLC SEE FOOTNOTE (1) 11 MADISON AVE, 16TH FLOOR NEW YORK NY 10010 0 0 1 0 0000824468 CREDIT SUISSE/ SEE FOOTNOTE (1) 11 MADISON AVENUE NEW YORK NY 10010 0 0 1 0 Class A Membership Interests 2008-03-28 5 A 0 0.5 10.57 A 69.4 D See Footnote 1 on Exhibit 99.1. See Footnote 2 on Exhibit 99.1. See Footnote 3 on Exhibit 99.1. See Exhibit 99.1 Additional Reporting Person: Credit Suisse, See Footnote (1), 11 Madison Avenue, New York, NY 10010 /s/ Ryan Sprott, on behalf of DLJMB HRH VoteCo, LLC 2008-03-31 /s/ Ivy Dodes, Managing Director, on behalf of Credit Suisse 2008-03-31 EX-99.1 2 rrd179862_203085.htm JOINT FILING AGREEMENT rrd179862_203085.html
                                                                    Exhibit 99.1

(1)             In accordance with Securities and Exchange Commission Release
        No. 34-39538 (January 12, 1998), this Form 4 is being jointly filed by
        (i) Credit Suisse, a Swiss bank (the "Bank"), on behalf of its
        subsidiaries to the extent that they constitute the Investment Banking
        division (the "Investment Banking division"), the Alternative
        Investments business (the "AI Business") within the Asset Management
        division (the "Asset Management division") and the U.S. private client
        services business (the "U.S. PCS Business") within the Private Banking
        division (the "Private Banking division"), and (ii) DLJMB HRH VoteCo,
        LLC, a Delaware limited liability company ("DLJMB VoteCo" and together
        with the Bank, the "Reporting Persons"). The address of the Bank's
        principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH
        8070 Zurich, Switzerland. The address of the Bank's principal business
        and office in the United States and DLJMB VoteCo's principal business
        and office is Eleven Madison Avenue, New York, New York 10010.

                  The Bank owns directly a majority of the voting stock, and all
        of the non-voting stock, of Credit Suisse Holdings (USA), Inc., a
        Delaware corporation ("CS Hldgs USA Inc"). The address of CS Hldgs USA
        Inc's principal business and office is Eleven Madison Avenue, New York,
        New York 10010. The ultimate parent company of the Bank and CS Hldgs USA
        Inc, and the direct owner of the remainder of the voting stock of CS
        Hldgs USA Inc, is Credit Suisse Group, a corporation formed under the
        laws of Switzerland ("CSG").

                  CS Hldgs USA Inc owns all of the voting stock of Credit Suisse
        (USA), Inc., a Delaware corporation and holding company ("CS USA Inc").
        CS USA Inc owns all the voting stock of Credit Suisse Private Equity,
        Inc., a Delaware corporation ("CSPE Inc"). CS USA Inc also is the sole
        member of Credit Suisse Securities (USA) LLC, a Delaware limited
        liability company and a registered broker-dealer ("CS Sec USA LLC"). The
        address of the principal business and office of each of CS USA Inc, CSPE
        Inc. and CS Sec USA LLC is Eleven Madison Avenue, New York, New York
        10010.

                  Steven Rattner, Neal Pomroy and Ryan Sprott have constituted
        DLJMB VoteCo, which may be deemed to have beneficial ownership of the
        voting Class A Membership Interests held by it. DLJ Merchant Banking IV,
        L.P., a Delaware limited partnership ("DLJMB IV"), has indirect
        dispositive power over the non-voting Class B Membership Interests held
        by DLJ MB IV HRH, LLC, a Delaware limited liability company ("DLJMB IV
        HRH"), and DLJ Merchant Banking Partners IV, L.P., Delaware limited
        partnership ("DLJMBP IV"). DLJMB IV exercises its investment acquisition
        and disposition power through the actions of an investment committee,
        which, for purposes of disposing of DLJMB IV HRH's and DLJMBP IV's
        investments in the non-voting Class B Membership Interests, includes
        Messrs. Rattner, Pomroy and Sprott. DLJ Merchant Banking, Inc., a
        Delaware corporation ("DLJMB"), is the general partner of DLJMB IV. Each
        of Messrs. Rattner, Pomroy and Sprott is an officer of DLJMB. DLJMB is
        an indirect subsidiary of CS Hldgs USA Inc. The address of the principal
        business and office of each of DLJMB IV and DLJMB is Eleven Madison
        Avenue, New York, New York, 10010. The address of each of Messrs.
        Rattner, Pomroy and Sprott is Eleven Madison Avenue, New York, New York,
        10010.

                  CSG is a global financial services company, active in all
        major financial centers and providing a comprehensive range of banking
        products. The Bank is comprised of the Investment Banking division, the
        Asset Management division and the Private Banking division. The
        Investment Banking division provides financial advisory and capital
        raising services and sales and trading to institutional, corporate and
        government clients worldwide. The Asset Management division provides
        asset management and investment advisory services to institutional,
        mutual fund and private investors worldwide and offers products across a
        broad range of investment classes, including alternative investments.
        The Private Banking division offers global private banking and corporate
        and retail banking services in Switzerland. CSG's business address is
        Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

                  CSG, for purposes of the federal securities laws, may be
        deemed ultimately to control the Reporting Persons. CSG, its executive
        officers and directors, and its direct and indirect subsidiaries
        (including those subsidiaries that constitute the Asset Management
        division (other than the AI Business) (the "Traditional AM Business")
        and the Private Banking division (other than the U.S. PCS Business) (the
        "Non-U.S. PB Business")) may be deemed to beneficially own Class A
        Membership Interests. CSG, the Traditional AM Business and the Non-U.S.
        PB Business disclaim beneficial ownership of the Class A Membership
        Interests owned by DLJMB VoteCo.

(2)             DLJMB IV HRH, DLJMBP IV and DLJMB VoteCo (the "DLJMB Parties")
        and Morgans Hotel Group Co., a Delaware corporation, and Morgans Group
        LLC, a Delaware limited liability company (the "Morgans Parties"), have
        entered into an Amended and Restated Limited Liability Company Agreement
        of the Registrant (the "JV Agreement"), which governs their relationship
        as members of the Registrant. Under the JV Agreement, if the
        Registrant's members make contributions to the Registrant (in cash or by
        posting letters of credit in accordance with the JV Agreement) on a non
        pro rata basis, then the percentage interests of the members in the
        Registrant are adjusted to take into consideration such disproportionate
        contribution (according to formulas set forth in the JV Agreement).

                  On March 28, 2008, DLJMB IV HRH posted a letter of credit on
        behalf of the DLJMB Parties to the lenders under the Registrant's
        commercial mortgage backed securities loan facility (the "CMBS
        facility") in the amount of approximately $4.1 million to satisfy
        pre-construction draw requirements under the CMBS facility. DLJMB VoteCo
        received credit for approximately $10.57 of such letter of credit. The
        Morgans Parties did not participate in this capital call. As a result,
        DLJMB VoteCo was entitled to receive beneficial ownership of an
        additional approximate 0.5% Class A Membership Interest upon the receipt
        of certain regulatory approvals.

(3)             On February 14, 2008, DLJMB IV HRH posted a letter of credit on
        behalf of the DLJMB Parties to the lenders under the CMBS facility in
        the amount of approximately $110.0 million to postpone an amortization
        payment due under the CMBS facility to August 2, 2008. The DLJMB Parties
        and the Morgans Parties are currently discussing the treatment of such
        letter of credit for purposes of the parties' percentage interests in
        the Registrant. As of March 28, 2008, DLJMB VoteCo had contributed
        capital representing a 69.4% Class A Membership Interest, disregarding
        the letter of credit posted on February 14, 2008. As of March 28, 2008,
        DLJMB VoteCo beneficially owned 66.7% of such Class A Membership
        Interest and was entitled to receive beneficial ownership of
        approximately 2.7% of such Class A Membership Interest upon the receipt
        of certain regulatory approvals.
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