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EX-31.1 - EXHIBIT - NGA Holdco, LLCnga83114exhibit311.htm
EX-10.1 - EXHIBIT - NGA Holdco, LLCamendmentno1tomesequitecre.htm
EX-31.2 - EXHIBIT - NGA Holdco, LLCnga83114exhibit312.htm
EX-32.1 - EXHIBIT - NGA Holdco, LLCnga83114exhibit321.htm
EXCEL - IDEA: XBRL DOCUMENT - NGA Holdco, LLCFinancial_Report.xls
EX-32.2 - EXHIBIT - NGA Holdco, LLCnga83114exhibit322.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2014
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period              to             
Commission File No. 0-52734
NGA HOLDCO, LLC
(Exact name of registrant as specified in its charter) 
Nevada
 
20-8349236
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
21 Waterway Avenue, Suite 150
The Woodlands, TX 77380
(Address of principal executive offices)
Telephone: (713) 559-7400
(Registrant’s telephone number, including area code) 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
 (Do not check if a smaller ¨ reporting company)
Smaller reporting company
ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý



NGA HOLDCO, LLC
FORM 10-Q
INDEX
 
 


2


PART I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
NGA HOLDCO, LLC
CONSOLIDATED BALANCE SHEETS
 
 
August 31,
2014
 
February 28,
2014
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets, consisting of cash
$
2,440,115

 
$
1,683,837

Other assets:
 
 
 
Investment in Eldorado
25,521,584

 
25,496,573

Investment in Mesquite
5,148,022

 
4,244,222

Note receivable, Mesquite
14,000,000

 
14,000,000

Due from the Newport Funds
5,179,772

 
5,179,772

 
$
52,289,493

 
$
50,604,404

LIABILITIES AND MEMBERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Income taxes payable
$
500,625

 
$
163,241

Accounts payable and accrued expenses
5,851

 
810

 
506,476

 
164,051

Due to the Newport Funds
3,590,828

 
3,450,793

 
4,097,304

 
3,614,844

Members’ equity:
 
 
 
Class A unit (1 Unit issued and outstanding)
3,806

 
3,806

Class B units (9,999 Units issued and outstanding)
57,544,874

 
57,544,874

Accumulated equity in other comprehensive income of unconsolidated investees
282,966

 

Accumulated deficit
(9,639,457
)
 
(10,559,120
)
 
48,192,189

 
46,989,560

 
$
52,289,493

 
$
50,604,404

See notes to consolidated financial statements.

3


NGA HOLDCO, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
August 31,
 
August 31,
 
2014
 
2013
 
2014
 
2013
Interest income
$
250,445

 
$

 
$
487,278

 
$

Equity in net income of unconsolidated investees
760,872

 
2,525,486

 
1,216,721

 
4,150,889

Professional fees and other expenses
(39,737
)
 
(39,848
)
 
(145,076
)
 
(114,246
)
Income before income taxes
971,580

 
2,485,638

 
1,558,923

 
4,036,643

Income taxes
(198,451
)
 

 
(337,384
)
 

Net income
773,129

 
2,485,638

 
1,221,539

 
4,036,643

Equity in other comprehensive loss of unconsolidated investee
(18,910
)
 

 
(18,910
)
 
 
Comprehensive income
$
754,219

 
$
2,485,638

 
$
1,202,629

 
$
4,036,643


See notes to consolidated financial statements.

4


NGA HOLDCO, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
 
Six Months Ended
 
 
August 31,
 
 
2014
 
2013
Operating activities:
 
 
 
 
Net income
 
$
1,221,539

 
$
4,036,643

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
Equity in net (income) loss of Eldorado
 
(43,921
)
 
(1,291,289
)
Equity in net income of Mesquite
 
(1,172,800
)
 
(2,859,600
)
Increase (decrease) in accounts payable and accrued expenses
 
5,041

 
(9,761
)
Increase in income taxes payable
 
337,384

 

Net cash provided by (used in) operating activities
 
347,243

 
(124,007
)
 
 
 
 
 
Investing activities:
 
 
 
 
Loan to Mesquite
 
 
 
(14,000,000
)
Distributions received from equity investment in Eldorado
 
 
 
546,852

Distributions received from equity investment in Mesquite
 
269,000

 

Net cash provided by (used in) investing activities
 
269,000

 
(13,453,148
)
 
 
 
 
 
Financing activities:
 
 
 
 
Capital contributions
 

 
13,000,000

Advances received from the Newport Funds
 
140,035

 
124,007

Net cash provided by financing activities
 
140,035

 
13,124,007

 
 
 
 
 
Net increase (decrease) in cash
 
756,278

 
(453,148
)
 
 
 
 
 
Cash, beginning of period
 
1,683,837

 
1,330,211

 
 
 
 
 
Cash, end of period
 
$
2,440,115

 
$
877,063

See notes to consolidated financial statements.

5


NGA HOLDCO, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. 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.

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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.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting and Presentation
The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of NGA and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Until September 19, 2014 (Note 10), the Company's investments in Mesquite and Eldorado (Notes 4 and 5) were accounted for using the equity method of accounting. Accordingly, for all periods presented in this report, the Company measures all of its assets and liabilities on the historical cost basis of accounting except as required by GAAP. Such assets are evaluated at least annually (and more frequently when circumstances warrant) to determine if events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of such events or changes in circumstances that might indicate impairment testing is warranted might include an adverse change in the legal, regulatory or business climate relative to gaming nationally or in the jurisdictions in which the Company’s investees operate, or a significant long-term decline in historical or forecasted earnings or cash flows of the investee or the fair value of its property or business, possibly as a result of competitive or other economic or political factors. In evaluating whether a loss in value is other than temporary, the Company considers: (1) the length of time and the extent to which the fair value or market value has been less than cost; (2) the financial condition and near-term prospects of the investee, including any specific events which may influence the operations; (3) the Company’s intent and ability to retain its investments in the investee for a period of time sufficient to allow for any anticipated recovery in fair value; (4) the condition and trend of the economic cycle; (5) the investee’s historical and forecasted financial performance; (6) trends in the general market; and (7) the investee’s capital strength and liquidity.
In determining whether the carrying value of the Company’s investment in an investee is less than its estimated fair value of the investment, a discounted cash flow approach to value is used and is based on Level 3 inputs as defined by GAAP. The Company’s valuation model incorporates an estimated weighted-average cost of capital (effectively, a discount rate) and terminal value multiples that are used by market participant. The estimated weighted-average cost of capital is based on the risk free interest rate at the time, adjusted for specific risk factors. The Company also considers the metrics of specific business transactions that may be comparable to varying degrees. The weight assigned to these approaches to value in the Company’s impairment evaluation may vary from period to period depending upon evolving events. Forecasted prospective financial information used in the model is based on management’s excepted course of action. Sensitivity analyses are also performed

7


related to key assumptions used, including possible variations in the weighted-average cost of capital and terminal value multiples, among others.
Equity in the net income (loss) and other comprehensive income (loss) of unconsolidated investees
Through September 19, 2014 (Note 10), the Company recognized equity in the net income (loss) and other comprehensive income (loss) of its unconsolidated investees on a calendar year basis. For example, the Company’s net income for the six months ended August 31, 2014 included equity in the net income of its investees for the investees' six months ended June 30, 2014.
Use of estimates
Timely preparation of financial statements in accordance with the rules and regulations of the Commission requires management to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Management estimates that the Company will eventually sell its investments in unconsolidated investees following an expected economic recovery at a price sufficient to realize the carrying value of the Company’s assets which estimates are subject to material variation over the next year.
3. Ownership and Management of the Company
Ownership
The Company’s one issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (“VoteCo”). All of the Company’s issued and outstanding Class B Units, representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). At present, the Company has no plans to issue any additional Class A or Class B Units.
VoteCo is owned by Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 42.85% interest, and Roger A. May, who owns a 14.3% interest. Messrs. Janszen, Langdon and May collectively are referred to as the “VoteCo Equityholders." InvestCo is owned by the Newport Funds. Newport holds for the benefit of the Newport Funds all of InvestCo’s issued and outstanding voting securities.
Management
The VoteCo Equityholders, through VoteCo, control all matters of the Company that are subject to the vote of members, including the appointment and removal of managers. Each of the VoteCo Equityholders is a member of the Company’s board of managers, and Mr. Janszen is the Company’s operating manager who has responsibility for the day-to-day management of the Company. The Class B Units issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the power to control the operations or affairs of the Company afforded to holders of the Class A Units, they and their respective constituent equityholders would generally be required to be licensed or found suitable under the gaming laws and regulations of the States of Nevada, Louisiana, Ohio, West Virginia and Pennsylvania.
4. Investment in Eldorado
On December 14, 2007, the Company, through AcquisitionCo, effectively acquired the Eldorado Interest by transferring the Eldorado-Shreveport Investments in part to Resorts and the balance to Donald L. Carano (“Carano”), free and clear of any liens. The Eldorado-Shreveport Investments included first mortgage bonds due 2012 co-issued by Eldorado Casino Shreveport Joint Venture (the “Louisiana Partnership”) and Shreveport Capital Corporation, a wholly owned subsidiary of the Louisiana Partnership (the “Mortgage Bonds”) and 11,000 preferred shares issued by Shreveport Gaming Holdings, Inc. (“SGH”), then a partner of the Louisiana Partnership, that is not affiliated with Resorts or the Company. The original principal amount of the Mortgage Bonds was $38,045,363. Previously, in May 2007, NGOF contributed the Eldorado-Shreveport Investments to the Company at the estimated fair value of such investments as of that date. Effective April 1, 2009, Resorts became a wholly owned subsidiary of Eldorado when all of the members of Resorts, including AcquisitionCo, exchanged their interests in Resorts for identical interests in Eldorado. Of the Company’s 17.0359% Eldorado Interest, 14.47% and 2.5659% interests were acquired directly from Resorts and Carano, respectively.
As a limited liability company, Eldorado was generally not subject to federal income taxes during the period that the Company held the Eldorado Interest and its members were required to include their respective shares of Eldorado’s taxable income in their respective income tax returns. Eldorado’s operating agreement provided that the board of managers would distribute each year to each member an amount equal to such member’s allocable share of taxable income multiplied by the highest marginal combined federal, state, and local income tax rate applicable to the members for that year.

8


We evaluated our investment in Eldorado for possible impairment as of August 31, 2014 and determined that no impairment existed.
The following table presents unaudited condensed financial information of Eldorado for the three and six months ended June 30, 2014 and 2013 (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Net operating revenues
$
61,749

 
$
65,828

 
$
118,779

 
$
128,007

Operating income
$
6,775

 
$
10,500

 
$
8,327

 
$
16,525

Net income
$
2,909

 
$
6,548

 
$
576

 
$
8,635

The following table presents unaudited condensed financial information of an Eldorado unconsolidated investee, the Silver Legacy Joint Venture, for the three and six months ended June 30, 2014 and 2013 (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Net operating revenues
$
35,516

 
$
34,886

 
$
63,093

 
$
61,704

Operating income
$
6,640

 
$
5,728

 
$
8,071

 
$
5,947

Net loss
$
3,882

 
$
3,406

 
$
2,576

 
$
1,474

See Note 10, "Subsequent Events - Eldorado Transaction," below.
5. Investment in Mesquite
Mesquite is engaged in the hotel casino industry in Mesquite, Nevada through its wholly owned subsidiaries C & HRV, LLC (doing business as Virgin River Hotel/Casino/Bingo) and VRCC, LLC and its wholly owned subsidiaries, 5.47 RBI, LLC and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa), and its wholly owned subsidiary, CasaBlanca Resorts, LLC (known as the Oasis Resort and Casino prior to its demolition which commenced in May 2013 and was substantially completed in August 2013) and its wholly owned subsidiaries, Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc.
On August 1, 2011, the Company, through AcquisitionCo, acquired the Mesquite Interest in exchange for $8,222,222 in cash that was contributed to the Company by the Newport Funds in July 2011. The acquisition was completed upon the transfer to Mesquite of all of the assets of Black Gaming, LLC (“Black Gaming”), including Black Gaming’s direct and indirect ownership interests in its subsidiaries. The transfer of the Black Gaming assets to Mesquite and the acquisition by AcquisitionCo of the Mesquite Interest were pursuant to a joint plan of reorganization (the “Plan”) filed by Black Gaming and its subsidiaries with the United States Bankruptcy Court for the District of Nevada (the “Court”) on March 1, 2010, and approved by the Court on June 28, 2010.
We evaluated our investment in Mesquite for possible impairment as of August 31, 2014 and determined that no impairment existed.
The following tables present unaudited condensed financial information of Mesquite for the three and six months ended June 30, 2014 and 2013 (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Net operating revenues
$
24,332

 
$
24,546

 
$
50,808

 
$
51,544

Operating income
$
1,842

 
$
2,403

 
$
5,008

 
$
6,699

Net income
$
731

 
$
4,318

 
$
2,932

 
$
7,149


6. Note Receivable, Mesquite
On August 22, 2013, the Company, through Blocker, loaned $14 million to Mesquite under a Second Lien Credit Agreement, dated as of August 22, 2013 (the “Credit Agreement”), pursuant to which Mesquite borrowed a total of $35 million

9


from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its existing indebtedness. Each of the other lenders, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and its Oasis Hotel and Casino (the demolition of which was largely completed in August 2013), each located in Mesquite, Nevada. The terms of the loan originally provided for the payment by Mesquite to each lender, including Blocker, of interest on the unpaid principal amount owed to such lender at the rate of 7% per annum over the period from August 22, 2013 to August 22, 2014, and at the rate of 8% per annum thereafter. However, on August 14, 2014, Mesquite and the various lenders entered into Amendment No.1 to the Credit Agreement, which extended the date through with Mesquite pays interest at 7% per annum from August 22, 2014 to January 1, 2015. During the term of the loan, interest is payable in cash, in arrears, monthly on the first day of each month, commencing on September 1, 2013. The principal amount of the loan, along with any accrued and unpaid interest, becomes due and payable on February 21, 2020. The indebtedness may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Credit Agreement.
The Company's participation as a lender under the Credit Agreement was funded utilizing $1 million of cash on hand and a capital contribution from InvestCo in the amount of $13 million, which was provided to InvestCo by its equity owners, NGOF and NGCF, in the respective amounts of $11.3 million and $1.7 million.
7. Transactions with the Newport Funds
In 2007, NGOF received on behalf of (but did not remit to) the Company $5,118,172 of interest on the Mortgage Bonds and $61,600 of preferred dividends which amounts are reflected in the accompanying balance sheets as due from the Newport Funds. There is no formal agreement outlining the settlement of this receivable (and the payable discussed in the following paragraph) and, accordingly, the receivable is reflected as a non-current asset.
At August 31, 2014 and February 28, 2014, the Company owed $3,590,828 and 3,450,793, respectively, to the Newport Funds for expenses paid on the Company’s behalf since inception of the Company. There have been no repayments of such amounts advanced on behalf of the Company and there is no formal agreement outlining the settlement of the receivable and payable between the Newport Funds and the Company. Accordingly, the receivable and payable are reflected as a non-current asset and a non-current liability, respectively, at August 31, 2014 and February 28, 2014.
8. Income Taxes
Blocker, a wholly owned subsidiary of NGA, has elected to be taxed as a corporation. Accordingly, equity in the flow-through earnings of Eldorado and Mesquite, interest income from the Credit Agreement, and interest expense on intercompany borrowings received from Holdco to fund a portion of the Credit Agreement are taxed to Blocker. NGA recognizes interest income on intercompany loans to Blocker and incurs certain costs, primarily associated with being a public company, including professional and other fees, which, for tax purposes, flow through to its members. To recognize that realization of its deferred tax asset is not considered more likely than not, the Company has recorded a valuation allowance of 100% of its net deferred tax assets consisting primarily of impairment charges related to its investments in unconsolidated investees and the investees' investments. For these reasons, the Company’s effective tax rates for the periods presented are different than the statutory federal rate of 35%.
9. Financial Instruments
Except for cash and the note receivable from Mesquite (which management believes approximates its fair value based on current market conditions for instruments with similar collateral, interest rates, and maturity dates), the only significant financial instruments the Company has are its investments in unconsolidated investees accounted for using the equity method (for which fair value disclosure is not required by GAAP) and amounts due to and from the Newport Funds. There is no formal agreement between the Company and the Newport Funds related to the amounts due, including no stated right of offset, repayment terms, and interest rate or method. Accordingly, it is not practical to estimate the fair value of such financial instruments.

10


10. Subsequent Events - Eldorado Transaction
Effective September 19, 2014, as a result of the transaction described and designated above as the Eldorado Merger, which was accounted for by ERI as a “reverse merger,” the Company’s previous Eldorado Interest was converted into 3,978,573 shares of common stock, $0.00001 par value, thus being reduced to approximately an 8.6% ownership interest in the larger, merged entity. Under GAAP, the Company’s investment in Eldorado will no longer qualify for use of the equity method of accounting and, since its Eldorado Interest was converted to the form of marketable equity securities, it must be carried prospectively at fair market value based on current trading activity. Consistent with management’s intent, the investment will be classified as available-for-sale securities. Accordingly, since the fair market value at the effective date of the equity conversion of the shares received was less than the previous carrying value of the investment, the conversion resulted in a reduction in the asset carrying value offset by a charge to other comprehensive loss and members’ equity for an unrealized holding loss of approximately $8.2 million in the third quarter.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read in conjunction with the consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the year ended February 28, 2014, as filed with the United States Securities and Exchange Commission ("SEC").
Overview
The Company and its subsidiaries were formed as legal entities in January 2007 for the primary purpose of holding equity in one or more entities related to the gaming industry, and to exercise the rights, and manage the distributions received, in connection with those holdings. The Company’s 17.0359% equity interest in Eldorado (the "Eldorado Interest") and 40% equity interest in Mesquite (the "Mesquite Interest") were effectively acquired on December 14, 2007 and August 1, 2011, respectively. Subsequent to the periods covered by this report, on September 19, 2014, 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, Resorts, Eldorado Resorts, Inc. ("ERI," a Nevada corporation formerly known as Eclair Holdings Company) and certain affiliates of ERI and Eldorado (the “Merger Agreement”), 3,978,573 shares of Eldorado Resorts, Inc. ("ERI," a Nevada corporation formerly known as Eclair Holdings Company) common stock, $0.00001 par value, representing an approximate 8.6% ownership interest (the "ERI shares") were received by the Company in exchange for the Eldorado Interest. For additional information regarding the Eldorado Merger, see Note 10, "Subsequent Events - Eldorado Transaction" in Part I, Item I of this report, which information is incorporated in this Item II by this reference.
The Company has had no revenue generating business since inception. Its only operations have consisted of equity in the net income (losses) of Eldorado (prior to September 19, 2014) and Mesquite, interest income earned on the Eldorado-Shreveport Investments, gains and/or losses on its marketable securities (subsequent to September 19, 2014), and nominal administrative expenses.
Eldorado
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 or as of and/or for the Company's three and six months ended August 31, 2014, as applicable. The Eldorado Merger and its effects on the Company's investment are discussed in greater detail under "Eldorado Transaction," below.
Through the periods covered by this report, Eldorado, through Resorts, owned and operated the Eldorado-Reno, a premier hotel/casino and entertainment facility in Reno, Nevada, and the Eldorado-Shreveport, an all-suite art deco-style hotel and a tri-level riverboat dockside casino complex situated along the Red River in Shreveport, Louisiana. Eldorado also owned, through Resorts, a 21.25% interest in Tamarack Junction, a small casino in south Reno that was disposed of in conjunction with the Eldorado Merger. Also, an approximately 96% owned subsidiary of Resorts owned a 50% interest in a joint venture that owns the Silver Legacy Resort Casino, a major, themed hotel/casino located adjacent to Eldorado-Reno.
On June 1, 2011, Resorts and Eldorado Capital Corp., a Nevada Corporation that is a wholly owned subsidiary of Resorts, completed the issuance of $180 million of 8.625% Senior Secured Notes due June 15, 2019 (the “Resorts Senior Notes”). Also, on June 1, 2011, Resorts entered into a new $30 million senior secured revolving credit facility that was available until May 30, 2014 (the “Resorts New Credit Facility”), which consisted of a $15 million term loan requiring principal payments of $1.25 million each quarter beginning September 30, 2011, and a $15 million revolving credit facility. Resorts did not renew the Resorts New Credit Facility when it matured on May 30, 2014. Proceeds from the issuance of the Resorts Senior Notes, together with borrowings under the Resorts New Credit Facility, were used to redeem approximately $230 million of

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previously outstanding debt owed by Resorts and its subsidiaries, of which approximately $31 million was held by Resorts. The remaining previously outstanding debt was redeemed on August 1, 2011, utilizing $9.7 million of restricted cash which was set aside on June 1, 2011 for the purpose of redeeming the notes that were called. Interest on the Senior Secured Notes is payable semiannually each June 15 and December 15 (commencing on December 15, 2011) to holders of record on the preceding June 1 or December 1, respectively. Interest on the credit facility was payable on the last day of the Eurodollar Rate loan, provided, however, that if the period exceeded three months the interest was payable on the respective dates that fell every three months after the beginning of the loan period. For each Base Rate loan, interest was payable as of the end of the respective quarter. The interest period could not have exceeded the maturity date of the credit facility for either a Eurodollar Rate loan or Base Rate loan.
Subsequent to the Eldorado Merger, ERI's debt is comprised of the Resorts Senior Notes and $565 million of 11.5% Senior Secured Second Lien Notes issued by MTR on August 1, 2011 and due August 1, 2019.
Operational highlights for Eldorado for the three months ended June 30, 2014 included net operating revenues of approximately $61.7 million and operating expenses of approximately $56.1 million. Eldorado’s equity in the net income of its unconsolidated affiliates was approximately $2.2 million and interest expense was approximately $3.9 million for the period. Eldorado's net income for the quarter was approximately $2.9 million, compared with net income of approximately $6.5 million for the corresponding quarter of 2013. The year over year quarterly decrease in Eldorado's net income of approximately $3.6 million was due primarily to a decrease in operating revenues and an increase in acquisition charges of approximately $4.1 million and $1.1 million, respectively, partially offset by a reduction in operating expenses of approximately $1.2 million. For the six months ended June 30, 2014, net operating revenues were approximately $118.8 million and operating expenses were approximately $109.8 million, while equity in net income of unconsolidated affiliates was approximately $1.8 million and interest expense was approximately $7.8 million for the period. The net result for the six months ended June 30, 2014 was net income of approximately $0.6 million, compared with net income of approximately $8.6 million for the corresponding period of 2013. For the six months ended June 30, 2014, the year over year decrease in Eldorado's net income of approximately $8.1 million was due primarily to a decrease in operating revenues and an increase in acquisition charges of approximately $9.2 million and $2.5 million, respectively, partially offset by a reduction in operating expenses of approximately $3.0 million.The decreases in operating revenues during the three and six months ended June 30, 2014 were primarily the result of the July 2013 opening of a new casino which is located in Bossier City, Louisiana and competes directly with Eldorado-Shreveport.
In connection with the Eldorado Merger, Eldorado, ERI and the Company entered into an Assignment and Assumption of Registration Rights Agreement, pursuant to which ERI assumed the obligations of Eldorado under the Registration Rights Agreement dated December 14, 2007, as amended April 1, 2009, by and among Eldorado and the Company. Pursuant to the Assignment and Assumption of Registration Rights Agreement, ERI acknowledged that the Company’s rights with respect to the registration of membership interests in Eldorado owned by the Company apply to the shares of ERI common stock held by the Company and assumed the obligations of Eldorado with respect to the registration of the sale of ERI common stock held by the Company.
Prior to the Effective Date, the Company's investments in Mesquite and Eldorado (Notes 4 and 5) were accounted for using the equity method of accounting with the Company recognizing equity in the net income (loss) and other comprehensive income (loss) of its unconsolidated investees on a calendar year basis. For example, the Company’s net income for the six months ended August 31, 2014 includes equity in the net income of its investees for the investees' six months ended June 30, 2014. Subsequent to the Effective Date, the Company's investment in Mesquite continues to be accounted for using the equity method of accounting with the Company continuing to recognize equity in the net income (loss) and other comprehensive income (loss) of Mesquite on a calendar year basis, while the Company's ERI shares are classified, and accounted for, as available-for-sale securities.
Mesquite
Mesquite is engaged in the hotel casino industry in Mesquite, Nevada and owns and operates the Virgin River Hotel/Casino/Bingo and the CasaBlanca Resort/Casino/Golf/Spa. Mesquite also owns real estate on which the Oasis Resort & Casino was located prior to its demolition, which was largely completed in August 2013. In addition to casino and hotel activities, Mesquite's operations also include vacation ownership interval sales, two golf courses, a full-service spa, a bowling center, and banquet and conference facilities.
On August 1, 2011, Mesquite completed the issuance of $62.5 million of Senior Secured Notes under its new loan facility that provided for interest at an annual rate of LIBOR (1.5% floor and 4.5% ceiling) plus 700 basis points and were due and payable August 1, 2016 (the “Mesquite Senior Notes”), and entered into a new $10 million senior secured revolving credit facility. Interest and principal on the Mesquite Senior Notes and interest on the senior secured revolving credit facility were payable quarterly.

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On August 22, 2013, Mesquite completed its refinancing of the indebtedness then outstanding under the Mesquite Senior Notes and the senior secured credit facility utilizing the proceeds from the following: (a) $20 million of First Lien Notes issued to Nevada State Bank, due and payable August 21, 2019, that provide for interest at a 30-day LIBOR rate effective on the first day of each month plus an applicable margin which is determined by reference to Mesquite's senior leverage ratio (5.25% for a ratio greater than 2:1 and 4.75% for a ratio less than or equal to 2:1), (b) a three-year term, $6 million First Lien Revolver with Nevada State Bank, which is subject to the same interest terms as the First Lien Notes plus 0.25% quarterly on the unused principal portion of the First Lien Revolver, and (c) $35 million of Second Lien Notes issued to Wilmington Trust, due and payable February 21, 2020, that provide for no principal amortization and the payment of interest on the unpaid principal amount at the rate of 7% per annum over the period from August 22, 2013 to August 22, 2014, and at the rate of 8% per annum thereafter.
On August 22, 2013, the Company through Blocker loaned $14 million to Mesquite under a Second Lien Credit Agreement, dated as of August 22, 2013 (the “Credit Agreement”), pursuant to which Mesquite borrowed a total of $35 million from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its then existing indebtedness utilizing the proceeds from the borrowings under the Credit Agreement. Each of the other lenders under the Credit Agreement, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and its Oasis Hotel and Casino (the demolition of which was largely completed in August 2013), each located in Mesquite, Nevada. The indebtedness outstanding under the Credit Agreement may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Credit Agreement.
The Company's participation as a lender under the Credit Agreement was funded utilizing $1 million of cash on hand and a capital contribution from InvestCo in the amount of $13 million, which was provided to InvestCo by its equity owners, NGOF and NGCF, in the respective amounts of $11.3 million and $1.7 million.
Mesquite's results of operations tend to be seasonal in nature. During the year ended December 31, 2013, approximately 59% of Mesquite's operating income (less depreciation and amortization and other non-cash items) was generated in the first quarter and approximately 39% was generated in the second quarter, with the remainder being generated during the second half of the year. Consequently, Mesquite's results of operations for the three months ended June 30, 2014 should not be extrapolated to arrive at anticipated full year results for 2014. Operational highlights for Mesquite for the three months ended June 30, 2014 included net revenues of approximately $24.3 million, operating expenses of approximately $22.5 million, and interest expense of approximately $0.9 million. Net income for the quarter ended June 30, 2014 was approximately $0.7 million, compared with net income of approximately $4.3 million for the corresponding period of 2013. The year over year quarterly decrease in net income of approximately $3.6 million was due primarily to a $4.0 million decrease in the gain on the sale and disposal of assets, along with a decrease in net operating revenues and an increase in net operating expenses of approximately $0.2 million and $0.3 million, respectively. The decrease was partially offset by a reduction in interest expense of approximately $0.4 million. For the six months ended June 30, 2014, net revenues were approximately $50.8 million and operating expenses were approximately $45.8 million, while interest expense was approximately $1.9 million for the period. The net result for the six months ended June 30, 2014 was net income of approximately $2.9 million, compared with net income of approximately $7.1 million for the corresponding period of 2013. For the six months ended June 30, 2014, the year over year decrease in Mesquite's net income of approximately $4.2 million was due primarily to a $4.0 million decrease in the gain on the sale and disposal of assets, along with a $0.7 million and $1.0 million decrease and increase in net operating revenues and net operating expenses, respectively, partially offset by a $0.9 million decrease in interest expense. Mesquite's management believes that several additional factors, including general economic weakness in Nevada and neighboring states and high gasoline prices, continue to negatively affect operating results.
Results of Operations, Three Months Ended August 31, 2014 Compared to the Three Months Ended August 31, 2013
For the three months ended August 31, 2014, the Company’s equity in the net income of its unconsolidated investees was approximately $0.8 million, with Eldorado and Mesquite accounting for approximate $0.5 million and $0.3 million gains, respectively, compared to approximately $2.5 million, with Eldorado and Mesquite accounting for approximate $0.8 million and $1.7 million gains, respectively, for the corresponding period of 2013. The decrease was primarily attributable to a decrease of approximately $0.3 million and $1.4 million in the Company's equity in the net income of Eldorado and Mesquite, respectively, when comparing the three months ended August 31, 2014 to the corresponding period of 2013. Professional fees and other expenses incurred by the Company during the quarter were consistent with those incurred during the same period in 2013. Income tax expense during the quarter increased $198,451 when compared to the same period in 2013 due to 2013

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income tax expense having been reduced by the realization of net operating loss and tax credit carryforwards for which a valuation allowance had been previously provided.
Results of Operations, Six Months Ended August 31, 2014 Compared to the Six Months Ended August 31, 2013
For the six months ended August 31, 2014, the Company’s equity in the net income of its unconsolidated investees was approximately $1.2 million, with Eldorado and Mesquite accounting for approximate $0.04 million and $1.2 million gains, respectively, compared to approximately $4.2 million, with Eldorado and Mesquite accounting for approximate $1.3 million and $2.9 million gains, respectively, for the corresponding period of 2013. The decrease was primarily attributable to a decrease of approximately $1.2 million and $1.7 million in the Company's equity in the net income of Eldorado and Mesquite, respectively, when comparing the six months ended August 31, 2014 to the corresponding period of 2013. Professional fees and other expenses incurred by the Company during the six months ended August 31, 2014 increased $30,830 when compared to the same period in 2013, due primarily to the timing of services. Income tax expense during the period increased $337,384 when compared to the same period in 2013 due to 2013 income tax expense having been reduced by the realization of net operating loss and tax credit carryforwards for which a valuation allowance had been previously provided.
Liquidity and Capital Resources
The Company expects to incur during the remainder of fiscal year 2014 approximately $0.1 million in costs associated with the Company’s ownership of its equity interests in Eldorado (and, subsequent to September 19, 2014, ERI) and Mesquite. All costs incurred are expected to be funded by the Newport Funds. Thus, the Company has access to the resources needed to fund its operations and commitments during the remainder of fiscal year 2014. The Company has no current plans to make any additional investments, but see Note 10, "Subsequent Events - Eldorado Transaction" for information regarding the September 19, 2014 Eldorado Merger.
Eldorado Transaction
The principal component of the Company’s operating performance is its equity in net income of its unconsolidated investees. During the periods covered by this report, the Company’s equity interests consisted of a 17.0359 % equity interest in Eldorado HoldCo, LLC, and a 40% equity interest in Mesquite Gaming LLC. As a result of the Eldorado Merger, the Company’s 17.0359% equity interest in Eldorado HoldCo LLC was converted to an equity interest of approximately 8.6% in Eldorado Resorts, Inc., effective September 19, 2014. The post-merger operations of Eldorado Resorts, Inc. represent a consolidation of the pre-merger operations of Eldorado HoldCo, LLC and those of MTR Gaming, Inc. in accordance with the terms of the merger agreement. Prior to the consummation of the Eldorado Merger, MTR Gaming, Inc. operated a single casino property in each of the states of Ohio, Pennsylvania and West Virginia. As a condition of the merger, Eldorado HoldCo, LLC disposed of a 21.25% interest in Tamarack Junction, a small casino in south Reno.The Company believes  the aforementioned change in one of its unconsolidated investees is likely to impact the Company’s future financial performance. However, the nature and extent of any such impact will depend on numerous factors that are beyond the control of the Company, including, among others, the ability to successfully merge the previously independent operations and the extent, if any, of any reduction of costs associated with the post-merger operations. Accordingly, the Company is unable to determine at this time the nature or extend to which its future financial performance will be impacted by the Eldorado Merger.
Critical Accounting Estimates and Policies
A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended February 28, 2014. There have been no material changes to those policies during the six months ended August 31, 2014. See Note 10 to the Unaudited Consolidated Financial Statements for a prospective change in the accounting for the Company's investment in Eldorado.
Recently Issued Accounting Standards
No recently issued accounting pronouncements not yet adopted are expected to have a material impact on our future financial position, results of operations, or cash flows.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures

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As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an evaluation was performed by management, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective as of August 31, 2014.
Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting. Based on that evaluation, there have been no changes in our internal control over financial reporting during the six month period ended August 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION

Item 1.
Legal Proceedings.
None.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
Mine Safety Disclosures.
Not applicable.
Item 5.
Other Information.
None.
Item 6.
Exhibits.
The list of exhibits set forth in the accompanying Exhibit Index is incorporated by reference into this Item 6.
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, thereunto duly authorized.
 

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NGA HOLDCO, LLC
 
 
 
Date: October 15, 2014
 
By:
 
/S/    TIMOTHY T. JANSZEN        
 
 
 
 
Timothy T. Janszen
Operating Manager
(Principal Executive Officer)
 
 
 
Date: October 15, 2014
 
By:
 
/S/    ROGER A. MAY        
 
 
 
 
Roger A. May
Manager
(Principal Financial Officer)

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EXHIBIT INDEX
 
 
 
Exhibit No.
  
Description
 
 
10.1
 
First Amendment to Second Lien Credit Agreement, dated as of August 22, 2013, among Mesquite Gaming LLC, Michael J. Gaughan Family LLC, John F. Gaughan Family LLC, Michael J. Gaughan, as trustee of the Marital Trust as created under the Gaughan 1993 Trust dated December 28, 1993, Franklin Toti, as trustee of the Frank Toti Trust dated May 6, 2008, NGA Blocker LLC and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent.
 
 
 
10.2
 
Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.1 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on September 11, 2013).
 
 
 
10.3
 
Amendment No. 1 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.2 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
 
 
 
10.4
 
Amendment No. 2 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.3 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014).

 
 
 
10.5
 
Amendment No. 3 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.3 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on May 13, 2014).
 
 
 
31.1
  
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
  
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
  
Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
  
Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101
  
The following financial statements from NGA Holdco, LLC's Quarterly Report on Form 10-Q for the three and six months ended August 31, 2014, filed with the Securities and Exchange Commission on October 15, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at August 31, 2014 and February 28, 2014; (ii) the Consolidated Statements of Operations for the three and six months ended August 31, 2014 and 2013; (iii) the Consolidated Statements of Cash Flows for the six months ended August 31, 2014 and 2013; and (iv) the Notes to Consolidated Financial Statements.

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