8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 26, 2014 (February 25, 2014)

GREEKTOWN HOLDINGS, L.L.C.

(Exact Name of Registrant as Specified in its Charter)

Michigan	000-1432622	20-3579386
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

555 East Lafayette, Detroit, Michigan 48226

(Address of Principal Executive Offices) (Zip Code)

(313) 223-2999

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01      Other Events

In connection with its quarterly earnings release on February 14, 2014, Greektown Holdings, L.L.C. (the “Company”) disclosed that it intended to commence a significant renovation of its casino and that it expected to invest approximately $125-$150 million to complete the renovation.  The Company has revised its capital plans and now expects, in lieu of the renovation, to invest approximately $40-$50 million in certain near-term facility improvements, which include the replacement of the casino’s HVAC system and carpets as well as the purchase of new slot product for the casino. The Company has already initiated work on these improvements, which it expects will be completed by the second half of 2015.

On February 25, 2014, the Company issued a news release announcing that it will launch a cash tender offer to purchase any and all of the outstanding $385 million in aggregate principal amount of their 13% Senior Secured Notes due 2015. A copy of the news release is furnished as Exhibit 99.1 to this current report, and is incorporated herein by reference.

The Company and Greektown Mothership Corporation (together with the Company, the “Issuers”) also issued a news release announcing their intent to offer $425 million in aggregate principal amount of Second Priority Senior Secured Notes due 2019 through a private placement. A copy of the news release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Concurrently with the closing of the proposed offering of Second Priority Senior Secured Notes due 2019, the Company’s owner, Dan Gilbert, intends to contribute $50 million to the Company, approximately $25 million of which will constitute the purchase price for the Company’s sale of certain parking garages and parking lots and approximately $25 million of which will come in the form of an equity contribution.

ITEM 9.01      Financial Statements and Exhibits

(d)	Exhibits
99.1	News Release, dated February 25, 2014, announcing the Company’s Tender Offer for Any and All of the  Outstanding 13% Senior Secured Notes Due 2015.
99.2	News Release, dated February 25, 2014, announcing the Issuers’ Proposed $425 Million Debt Offering.

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SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 26, 2014

GREEKTOWN HOLDINGS, L.L.C.
By:	/s/ Glen Tomaszewski
	Name:  Glen Tomaszewski
	Title:    Senior Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

Greektown Holdings, L.L.C. Announces Tender Offer for 13% Senior Secured Notes due 2015

DETROIT, February 25, 2014 – Greektown Holdings, L.L.C. (the “Company”) announced today that it has launched a cash tender offer to purchase any and all of the outstanding $385 million in aggregate principal amount of their 13% Senior Secured Notes due 2015 (the “Notes”) issued by the Company and Greektown Mothership Corporation (together with the Company, the “Issuers”). In connection with the tender offer, the Company is also soliciting consents (“Consents”) from holders of the Notes to certain amendments to the indenture to, among other things, eliminate substantially all of the restrictive covenants contained therein and release the collateral securing the Notes.

The principal terms of the tender offer are set forth in the table below.

CUSIP No.	Title of Security	Outstanding Principal Amount	Tender Offer Consideration (1)	Consent Payment (1)	Total Consideration (1) (2)
392485AC2 and 392485AD0	13% Senior Secured Notes due 2015	$385,000,000.00	$101,375.00	$3,000.00	$104,375.00

_________

(1)Per $100,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the total consideration or tender offer consideration, as applicable.

(2)      Includes the Consent Payment.

Each holder who validly tenders and does not validly withdraw its Notes and delivers its Consents to the proposed amendments prior to 5:00 p.m., New York City time, on March 10, 2014, unless such time is extended by the Company (the “Consent Payment Deadline”), will receive, if such Notes are accepted for purchase pursuant to the tender offer, the total consideration of $104,375.00 per $100,000 principal amount of the Notes tendered, which includes $101,375.00 as the tender offer consideration and $3,000.00 as a consent payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The tender offer is scheduled to expire at 11:59 PM, New York City time, on March 24, 2014, unless extended (the “Expiration Date”). Holders who validly tender and do not validly withdraw their Notes after the Consent Payment Deadline but on or prior to the Expiration Date will receive, if such Notes are accepted for purchase pursuant to the tender offer, the tender offer consideration of $101,375.00 per $100,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date, but will not receive the consent payment.

In connection with the tender offer, the Company is soliciting consents to amend the indenture pursuant to which the Notes were issued to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in that indenture, and release the collateral securing the Notes.

Tendered Notes may be withdrawn at any time prior to the Consent Payment Deadline but not thereafter, except to the extent that the Company is required by law to provide additional withdrawal rights. Holders who validly tender their Notes after the Consent Payment Deadline will receive only the tender offer consideration if such Notes are accepted for purchase pursuant to the tender offer and will not be entitled to receive a consent payment. Subject to the terms and conditions described below, payment of the total consideration or tender offer consideration, as applicable, will occur promptly following the initial date upon which tendered Notes are accepted for payment (expected to occur on or about March 14, 2014) or the Expiration Date, as applicable.

The consummation of the tender offer is conditioned upon, among other things, the Company having sufficient funds to pay the total consideration for validly tendered Notes from the issuance of newly issued debt of the Issuers.  Such financing is subject to the approval of the Michigan Gaming Control Board.  If any of the conditions are not satisfied, the Company may terminate the tender offer and return tendered Notes. The Company has the right to waive any of the foregoing conditions with respect to the Notes and to consummate the tender offer. In addition, the Company has the right, in its sole discretion, to terminate the tender offer at any time, subject to applicable law.

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement dated February 25, 2014 (the “Offer to Purchase”) that is being sent to holders of the Notes. The tender offer is being made only through, and subject to the terms and conditions set forth in, the Offer to Purchase and related materials.

Jefferies LLC will act as Dealer Manager and Solicitation Agent for the tender offer for the Notes. Questions regarding the tender offer may be directed to Jefferies LLC at (888) 708-5831 (toll-free) or (203) 363-8273 (collect).

Ipreo LLC will act as the Information Agent and Depositary for the tender offer. Requests for the Offer to Purchase may be directed to Ipreo LLC at (212) 849-3880 (for brokers and banks) or (888) 593-9546 (for all others).

Neither the Issuers nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Offer to Purchase and related materials before any decision is made with respect to the tender offer.

About Greektown Holdings, L.L.C.

Greektown Holdings, L.L.C. owns and operates, through its subsidiaries, Greektown Casino-Hotel. Located in downtown Detroit's historic Greektown Entertainment District, Greektown Casino-Hotel opened in November 2000 as the state’s third commercial casino. Greektown Casino-Hotel expanded its gaming floor and developed a modern 400-room, 30-story hotel in February 2009. The urban casino employs 1,800 team members and features 2,850 slot machines, 50 table games, and a poker room, along with three restaurants, a five-outlet food court, two bars and a VIP players’ lounge. Greektown Casino-Hotel has also partnered with 14 local restaurants to offer fine dining rewards to guests.

Safe Harbor Statement

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and may include, but are not limited to, statements about the tender offer and consummation thereof. All forward-looking statements involve risks and uncertainties. All statements contained herein that are not clearly historical in nature are forward-looking, and words such as “anticipate,” “expect,” “will,” “continue,” or other similar words or phrases are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in other press releases, written statements or documents filed with the Securities and Exchange Commission are subject to known and unknown risks, uncertainties and contingencies, and there can be no assurance that the expected benefits of our new projects will be realized. Many of these risks, uncertainties and contingencies are beyond the Company’s control, and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Any forward-looking statements in this release speak only as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events.

Media Contact:

Rock Gaming LLC

Jennifer Kulczycki

313-373-3033

jenniferkulczycki@rock-gaming.com

Investor Contact:

Greektown Holdings, L.L.C.

Glen Tomaszewski

Senior Vice President, Chief Financial Officer and Treasurer

313-223-2999, ext. 5467

gtomaszewski@greektowncasino.com

EX-99.2

Exhibit 99.2

Greektown Holdings, L.L.C. Announces Proposed $425 Million Debt Offering

DETROIT, February 25, 2014 — Greektown Holdings, L.L.C. (the “Company”) and its wholly owned subsidiary Greektown Mothership Corporation (together with the Company, the “Issuers”) announced a proposed issuance of $425 million in aggregate principal amount Second Priority Senior Secured Notes due 2019 (the “Notes”) in an offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).  The Notes will be guaranteed by certain domestic subsidiaries of the Company.

The Notes and the guarantees will be secured by second priority liens, subject to certain exceptions, on certain of the Company’s and guarantors’ existing and future assets and will rank junior to the Company’s new revolving loan facility with respect to such collateral.

The Issuers intend to use the net proceeds from the offering of the Notes (i) to purchase in a tender offer or redeem any and all of their outstanding 13% Senior Secured notes due 2015, (ii) to repay amounts outstanding under their existing revolving loan facility, (iii) to pay related fees and expenses and (iv) for general corporate purposes.

The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside of the United States, to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act.  The Notes and related guarantees will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities law.

Concurrently with the closing of the offering, the Issuers intend to enter into a new $20.0 million revolving loan facility, which is expected to be unfunded as of the closing of the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.  This press release is not an offer to buy or a solicitation of an offer to sell the Issuer’s Second-Priority Senior Secured Notes.

Safe Harbor Statement

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and may include, but are not limited to, statements about the Notes and the offering. All forward-looking statements involve risks and uncertainties.  All statements contained herein that are not clearly historical in nature are forward-looking, and words such as “anticipate,” “expect,” “will,” “continue,” or other similar words or phrases are generally intended to identify forward-looking statements.  Any forward-looking statement contained herein, in other press releases, written statements or documents filed with the Securities and Exchange Commission are subject to known and unknown risks, uncertainties and contingencies, and there can be no assurance that the expected benefits of the Company’s new projects will be realized. Many of these risks, uncertainties and contingencies are beyond the Company’s control, and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements.  Any forward-looking statements in this release speak only as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events.

About Greektown Holdings, L.L.C.

Greektown Holdings, L.L.C. owns and operates, through its subsidiaries, Greektown Casino-Hotel.  Located in downtown Detroit's historic Greektown Entertainment District, Greektown Casino-Hotel opened in November 2000 as the state’s third commercial casino. Greektown Casino-Hotel expanded its gaming floor and developed a modern 400-room, 30-story hotel in February 2009. The urban casino employs 1,800 team members and features 2,850 slot machines, 50 table games, and a poker room, along with three restaurants, a five-outlet food court, two bars and a VIP players’ lounge. Greektown Casino-Hotel has also partnered with 14 local restaurants to offer fine dining rewards to guests.

Media Contact:

Rock Gaming LLC

Jennifer Kulczycki

313-373-3033

jenniferkulczycki@rock-gaming.com

Investor Contact:

Greektown Holdings, L.L.C.

Glen Tomaszewski

Senior Vice President, Chief Financial Officer and Treasurer

313-223-2999, ext. 5467

gtomaszewski@greektowncasino.com