UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 29, 2011
NGA HoldCo, LLC
(Exact name of registrant as specified in its charter)
| Nevada | 0-52734 | 20-8349236 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
21 Waterway Avenue, Suite 150
The Woodlands, TX 77380
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 713-559-7400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 4.01 Changes in Registrant’s Certifying Accountant.
On September 29, 2011, Deloitte & Touche LLP (“Deloitte”) resigned as independent registered public accounting firm for NGA Holdco, LLC (the “Company”).
The reports of Deloitte on the consolidated financial statements of the Company for the years ended December 31, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2010 and 2009 and from January 1, 2011 through September 28, 2011, (i) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of such disagreements in connection with its reports on the Company’s consolidated financial statements for such years, and (ii) there were no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte with a copy of this Current Report on Form 8-K and requested that Deloitte furnish the Company with a letter addressed to the Securities and Exchange Commission (“SEC”), stating whether they agree with the statements made herein and, if not, stating the respects in which they do not agree. A letter addressed to the SEC from Deloitte stating whether they agree with the statements made herein will, upon receipt by the Company, be filed by an amendment to this current report on Form 8-K in accordance with Item 304(a)(3) of SEC Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NGA HOLDCO, LLC | ||||||
| Date: October 5, 2011 | By: | /s/ Timothy T. Janszen | ||||
| Timothy T. Janszen, Operating Manager | ||||||
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