o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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CUSIP No. 897085106
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1.
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Names of Reporting Persons
H/2 Special Opportunities L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) x
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(b) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization:
Delaware
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5.
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Sole Voting Power
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824,629 shares
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Number of Shares
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Beneficially Owned
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6.
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Shared Voting Power
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16,216,824 shares (See Item 4)
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by Each Reporting
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Person with:
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7.
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Sole Dispositive Power
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824,629 shares
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8.
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Shared Dispositive Power
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16,216,824 shares (See Item 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,216,824 shares (See Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11.
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Percent of Class Represented by Amounts in Row (9)
100.0%*
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12.
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No. 897085106
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1.
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Names of Reporting Persons
H/2 Special Opportunities Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) x
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(b) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization:
Cayman Islands
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5.
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Sole Voting Power
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533,796 shares
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Number of Shares
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Beneficially Owned
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6.
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Shared Voting Power
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16,216,824 shares (See Item 4)
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by Each Reporting
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Person with:
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7.
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Sole Dispositive Power
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533,796 shares
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8.
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Shared Dispositive Power
|
16,216,824 shares (See Item 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,216,824 shares (See Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11.
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Percent of Class Represented by Amounts in Row (9)
100.0%*
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12.
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Type of Reporting Person (See Instructions)
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CO
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ITEM 1.
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Issuer.
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(a)
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Name of Issuer: Tropicana Las Vegas Hotel and Casino, Inc.
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(b)
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Address of Issuer's Principal Executive Offices:
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3801 Las Vegas Boulevard South
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Las Vegas, NV 89109
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ITEM 2.
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Filing Person.
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(a)
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Name of Person Filing:
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H/2 Special Opportunities L.P. ("H/2 LP") and H/2 Special Opportunities Ltd. ("H/2 SO")
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(b)
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Address of Principal Business Offices or, if none, Residence:
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680 Washington Blvd., Seventh Floor
Stamford, CT 06901
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(c)
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Citizenship: H/2 LP: Delaware; H/2 SO: Cayman Islands
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(d)
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Title of Class of Securities: Class A Common Stock ("Class A Common")
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(e)
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CUSIP Number: 897085106
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ITEM 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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___ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(F);
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(f)
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___ An employee benefit plan or endowment fund in accordance with §240.13d-(b)(1)(ii)(G);
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(h)
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___ A savings association as defined as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (U.S.C. 801-3);
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(j)
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___ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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ITEM 4.
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Ownership.
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Class A Common
Assuming Full
Conversion of
Preferred Stock
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Shares
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Percent
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Trilliant Gaming Nevada Inc. (a)
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13,379,643
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82.5%
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Wells Fargo Principal Investment, LLC (b)
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1,307,135
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8.1
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H/2 Special Opportunities Ltd. And LP (c)
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824,629
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5.1
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Embassy & Co.
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100,000
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*
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Aozora Bank Ltd.
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110,000
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*
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Federal Deposit Insurance Community Bank of Nevada
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100,000
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*
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Pacific Investment Management Company LLC (d)
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100,000
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*
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Fidelity ADV Series I: Fidelity Advisors Floating Rate High Income Fund (e)
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48,650
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*
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Deutsche Bank (f)
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37,761
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*
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Newcastle CDO IX I Ltd.
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30,000
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*
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State Street Bank & Trust (g)
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29,772
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*
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Fifth Street Station LLC (h)
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21,252
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* | |
Atlantis Funding Ltd.
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16,082
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*
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US Bank NA (i)
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14,000
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*
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General Electric Pension Trust (j)
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13,000
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*
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Ocean Trails CLO II
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20,000
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*
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WG Horizons CLO I
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10,000
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*
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Wells Capital Management, Inc. (k)
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9,592
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*
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Whitehorse V Ltd.
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10,000
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*
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Prospero CLO II BV
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8,000
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*
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EMSEG & Co (l)
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5,308
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*
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Cumberland II CLO Ltd.
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5,000
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*
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Lehman Commercials Paper Inc.
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5,000
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*
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Judy A. Mencher
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4,000
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*
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John Redmond
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4,000
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*
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Michael Ribero
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4,000
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*
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Total:
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16,216,824
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100.0%
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(a)
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Consists of shares held by Onex Armenco Gaming I LP (1,931,407 shares of Class A Common, 382,623 shares of A1 Preferred, 284,823 shares of A2 Preferred, 179,501 shares of A3 Preferred and 251,598 shares of A4 Preferred), Onex Armenco Gaming II LP (223,984 shares of Class A Common, 23,058 shares of A1 Preferred, 18,048 shares of A2 Preferred, 11,258 shares of A3 Preferred, and 13,085 shares of A4 Preferred), Onex Armenco Gaming III LP (71,524 shares of Class A Common, 14,170 shares of A1 Preferred, 10,547 shares of A2 Preferred, 6,647 shares of A3 Preferred, and 9,317 shares of A4 Preferred), Onex Armenco Gaming IV LP (45,922 shares of Class A Common, 9,097 shares of A1 Preferred, 6,773 shares of A2 Preferred, 4,268 shares of A3 Preferred, and 5,981 shares of A4 Preferred), Onex Armenco Gaming V LP (71,524 shares of Class A Common, 14,170 shares of A1 Preferred, 10,547 shares of A2 Preferred, 6,647 shares of A3 Preferred, and 9,317 shares of A4 Preferred), Onex Armenco Gaming VI LP (40,054 shares of Class A Common, 7,935 shares of A1 Preferred, 5,906 shares of A2 Preferred, 3,722 shares of A3 Preferred, and 5,217 shares of A4 Preferred), Onex Armenco Gaming VII LP (31,673 shares of Class A Common, 6,274 shares of A1 Preferred, 4,671 shares of A2 Preferred, 2,943 shares of A3 Preferred, and 4,126 shares of A4 Preferred), Onex Armenco Gaming IX LP (27,933 shares of Class A Common, 5,533 shares of A1 Preferred, 4,119 shares of A2 Preferred, 2,596 shares of A3 Preferred, and 3,638 shares of A4 Preferred) and Onex Armenco Gaming X LP (678,641 shares of Class A Common, 134,442 shares of A1 Preferred, 100,078 shares of A2 Preferred, 63,071 shares of A3 Preferred, and 88,404 shares of A4 Preferred) and Onex Armenco Gaming XI LP (71,524 shares of Class A Common, 14,170 shares of A1 Preferred, 10,547 shares of A2 Preferred, 6,647 shares of A3 Preferred, and 9,317 shares of A4 Preferred). Trilliant Gaming Nevada Inc. (“Trilliant Gaming”) is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming entities. Each of Mr. Alex Yemenidjian, the Company's Chairman, Chief Executive Officer and President, Mr. Timothy Duncanson, one of the Company's directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Company owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming Entities were formed by entities affiliated with Onex Corporation. As a result, Trilliant Gaming and, in turn, Messrs. Yemenidjian, Duncanson and Schwartz, may be deemed to have beneficial ownership of the shares of Class A Common held by the Onex Armenco Gaming entities, but disclaim beneficial ownership of shares held by parties other than these entities. Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(b)
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Consists of 502,800 shares of Class A Common, 85,172 shares of A1 Preferred, 45,585 shares of A2 Preferred, 36,946 shares of A3 Preferred and 3,500 shares of A4 Preferred. Wells Fargo Principal Investments, LLC is a wholly-owned subsidiary of Wells Fargo & Company, or Wells Fargo, a diversified financial services company. Wells Fargo may be deemed to have beneficial ownership of shares of the Company held by Wells Fargo Principal Investments, LLC.
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(c)
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Consists of 294,672 shares of Class A Common, 48,701 shares of A1 Preferred, 40,865 shares of A2 Preferred, and 25,754 of A3 Preferred. In May 2011, H/2 Special Opportunities Ltd. transferred their 290,833 Class Common shares to H/2 Special Opportunities L.P. H/2 Special Opportunities Ltd. is wholly-owned by H/2 Opportunities L.P and maintains stock holdings upon full conversion totaling 533,796 shares. By virtue of his status as the managing member of H/2 SOGP LLC, which is the general partner of H/2 L.P,; Spencer Haber may be deemed to be the beneficial owner of the shares of the Company held directly by H/2 Special Opportunities L.P., and H/2 Opportunities Ltd., which shares may also be deemed to be beneficially owned by H/2 SOGP LLC and H/2 Special Opportunities L.P.
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(d)
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Consists of shares held by Pimco Floating Income Fund (50,000 shares of Class A Common), Pimco Cayman Bank Loan Fund (10,000 shares of Class A Common), Portolo CLO Ltd. (20,000 shares of Class A Common) and Southport CLO Ltd. (10,000 shares of Class A Common). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(e)
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Consists of 48,650 shares of Class A Common. Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund (“Fidelity Advisor Series I”) is an open-end investment company registered under the Investment Company Act of 1940 and advised by Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act of 1940. Fidelity Advisor Series I is the record owner of the shares reported but has reported that it does not have a pecuniary interest in such shares.
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(f)
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Consists of shares of Class A Common held by Bridgeport CLO Ltd. (6,323 shares), Burr Ridge CLO Plus Ltd. (3,823 shares), Forest Creek CLO Ltd. (3,823 shares), Genesis CLO 2007-1 Ltd. (3,500 shares), Long Grove CLO Ltd. (5,000 shares), Market Square CLO Ltd. (3,823 shares), Marquette Park CLO Ltd. (3,823 shares), Rosemont CLO Ltd. (3,823 shares) and Schiller Park CLO Ltd. (3,823 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(g)
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Consists of shares held by Blazerman & Co. (5,000 shares of Class A Common and 333 shares of A2 Preferred), Cruiselake & Co. (840 shares of Class A2 Preferred), Deckship & Co. (7,500 shares of Class A Common) and Wateredge & Co. (7,500 shares of Class A Common and 1,270 shares of Class A Preferred). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(h)
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Consists of shares of 10,000 Class A Common, 1,693 shares A1 Preferred, and 1,120 shares of A2 Preferred.
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(i)
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Consists of shares of Class A Common held by Veritas CLO I Ltd. (6,000 shares) and Veritas CLO II Ltd. (8,000 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(j)
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Consists of 13,000 shares Class A Common. GE Capital Debt Advisors (“GECDA”) is an investment manager of General Electric Pension Trust (“GEPT”). GEPT shares voting and dispositive power over the shares reported and may be deemed to be the beneficial owner of such shares, though GEPT has a 100% pecuniary interest in the shares reported.
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(k)
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Consists of shares of 2,500 Class A Common, 1,269 shares A1 Preferred, and 504 shares of A2 Preferred.
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(l)
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Consists of shares of 2,500 Class A Common, 423 shares A1 Preferred, and 279 shares of A2 Preferred.
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(a)
|
Amount beneficially owned:
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16,216,824 shares (see above)
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(b)
|
Percentage of Class:
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100.0%
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(c)
|
Number of shares as to which the person has:
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(i)
|
Sole power to vote or direct the vote:
|
824,629 shares (see footnote (c) above)
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(ii)
|
Shared power to vote or to direct the vote:
|
16,216,824 shares (see above)
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(iii)
|
Sole power to dispose or to direct the disposition of:
|
824,629 shares (see footnote (c) above)
|
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(iv)
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Shared power to dispose or to direct the disposition of:
|
16,216,824 shares (see above)
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ITEM 5.
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Ownership of Five Percent or Less of a Class.
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ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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ITEM 8.
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Identification and Classification of Members of the Group.
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ITEM 9.
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Notice of Dissolution of Group.
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ITEM 10.
|
Certifications.
|
H/2 SPECIAL OPPORTUNITIES L.P.
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By:
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H/2 SOGP LLC, its general partner
|
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By:
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/s/ Spencer Haber
|
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Name:
|
Spencer Haber
|
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Title:
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Managing Member
|
H/2 SPECIAL OPPORTUNITIES LTD.
|
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By:
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/s/ Spencer Haber
|
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Name:
|
Spencer Haber
|
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Title:
|
Director
|
H/2 SPECIAL OPPORTUNITIES L.P.
|
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By:
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H/2 SOGP LLC, its general partner
|
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By:
|
/s/ Spencer Haber
|
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Name:
|
Spencer Haber
|
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Title:
|
Managing Member
|
H/2 SPECIAL OPPORTUNITIES LTD.
|
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By:
|
/s/ Spencer Haber
|
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Name:
|
Spencer Haber
|
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Title:
|
Director
|